ABANS ENTERPRISES LIMITED
(FORMERLY KNOWN AS MATRU-SMRITI TRADERS LTD)
The Board of Directors presents the Company's Annual Report together with auditedfinancial statements for the financial year ended 31st March 2017.
The Financial Results are stated as under:
| || ||(Rupees in Lakhs) |
|PARTICULARS ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Sales & Operating Income ||6250.61 ||1948.26 |
|Other Income ||32.28 ||19.83 |
|Profit/ (loss) before taxation ||14.29 ||25.20 |
|Tax Expenses: || || |
|Current Year ||5.00 ||12.50 |
|Previous Year ||(1.78) ||0.31 |
|Deferred tax ||0.08 ||0.00 |
|Net Profit/ (Loss) after taxation ||11.00 ||12.39 |
|Add : Balance B/F from the previous year ||56.55 ||44.15 |
|Balance Profit / (Loss) C/F to the next year ||67.55 ||56.55 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company has incurred a profit of Rs. 11.00 lakhs during the year as compared to Rs.12.39 lakhs in a previous year. Income in FY 2016-17 was majorly from trading in agro andnon agro commodities. The additional material costs incurred towards payment of listingfees and other SEBI dues had a visible effect on the profitability of the Company.However the same were onetime expenses. The Company has decided to continue approachingthe producers for agro commodities instead of buying the same from vendors/ traders. TheCompany envisions this approach to impact the profit margins directly going ahead andforesees growth prospects for the business as compared to the previous year.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the entity. The company continuesto trade in agro and non-agro commodities pursuant to the change in Object Clause of theCompany which happened in FY 2015-16.
With a view to conserve the resources of the company the directors are notrecommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company does not propose to make any transfer to its reserves.
CHANGES IN SHARE CAPITAL IF ANY
There has been no change in the Share Capital of the Company during FY 2016-17.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure 1)
NUMBER OF BOARD MEETINGS
During the Financial Year 2016-17 meetings of the Board of Directors of the companywere held on May 30 2016 August 12 2016 September 2 2016 November 9 2016 andJanuary 31 2017. Hence the Board met five times during the Financial Year 2016-17. Thedetails of Board Meetings are laid out in Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITORS & THEIR REPORTS
At the 29th AGM members have appointed M/s. Paresh Rakesh & AssociatesChartered Accountants Mumbai (FRN: 119728W) had been appointed as the StatutoryAuditors of the Company in the 29th AGM of the Company for a period of five years i.e.till the conclusion of the AGM to be held in the year 2020 subject to ratification bymembers in every ensuing Annual General Meeting. The appointment of M/s. Paresh Rakesh& Associates be ratified and put before shareholders for their approval. They haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesframed there under for reappointment as Auditors of the Company.
The report of the Statutory Auditors along with the notes to Schedules is enclosed tothis Report. The Auditor's Report to the shareholders for the year under review does notcontain any qualification.
During the year under review the Auditors have not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. HemanshuKapadia & Associates a firm of Company Secretaries in practice to undertake theCompany's Secretarial Audit for FY 2016-17.
The report of the Secretarial Audit in Form MR-3 is annexed herewith as Annexure 2.The Secretarial Audit Report does not contain any qualifications reservation adverseremarks or disclaimer.
Pursuant to provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company has appointed M/s. V. P. Sharma & Co. CharteredAccountants Mumbai (FRN 139276W) as the Internal Auditors of the Company.
The Company's networth as on 31st March 2017 is Rs. 146255171/-.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any subsidiaries joint venture & associates Company.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. sales & distribution finance etc. Reports of internal auditsare reviewed by management and Audit Committee from time to time and desired actions areinitiated to strengthen the control and effectiveness of the system.
MATERIAL CHANGES AND COMMITMENTS WHICH COULD AFFECT THE COMPANY'S FINANCIAL POSITION
No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
BOARD OF DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Shriyam Bansal (DIN: 03481102)Non-Executive Director will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment at the said meeting. The Boardrecommends her re-appointment subject to the member's approval at the ensuing AnnualGeneral Meeting.
Based on the recommendation of Nomination and Remuneration Committee and approval ofthe Board of Directors and in accordance with the Companies Act 2013 Mr. Avinash Gaur(DIN: 07722859) as an additional independent director on the Board of the Company witheffect from 31st January 2017. He will hold office upto the date of ensuingAnnual General Meeting (AGM) and being eligible has offered himself for appointed asIndependent Director for the period of five years. The appointment is subject to approvalof members.
A brief profile of Mrs. Shriyam Bansal (DIN: 03481102) Non-Executive Director and Mr.Avinash Gaur (DIN: 07722859) an Additional Independent Director along with thedisclosures required pursuant to Listing Regulations and the Companies Act 2013 are givenin the Notice of the AGM forming part of the Annual Report.
Attention of the members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.
Mr. Nandlal Chaturvedi (DIN: 07195724) resigned from the Position of IndependentDirector with effect from 31st January 2017 on account of his othercommitment.
The Board places on record its appreciation for the valuable services rendered by Mr.Nandlal Chaturvedi during his tenure.
INDEPENDENT DIRECTORS DECLARATION
All Independent Directors have provided declarations that they meet the criteria ofindependence as laid out under Section 149(6) of the Act and the Listing Regulations.
The details of training and familiarisation programmes annual Board Evaluationprocess the policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director; and alsoremuneration for Key Managerial Personnel (KMP) and other employees forms part ofCorporate Governance Report.
KEY MANAGERIAL PERSONNEL
During the year under review the Company appointed Ms. Hetal Shah as a CompanySecretary with effect from May 30 2016 and Mr. Amitkumar Gupta as Chief Financial Officer(CFO) with effect from 2nd September 2016 and designated them as KeyManagerial Personnel (KMP) under Section 203 of the Companies Act 2013.
PARTICULARS OF LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Company 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no contracts or arrangements with related parties as which are not at arms'length during the year. Hence Form AOC-2 pursuant to the provisions of section 134 (3)(h) of the Companies Act 2013 and rule 8(2) of the Companies (Accounts) Rules 2014 isnot applicable and does not form part of this report accordingly.
CODE OF CONDUCT
The Board of Directors of the Company has laid down Code of Conduct for Directors andSenior Management and Employees which also includes Code for Independent Directors as perSchedule IV of the Companies Act 2013. All Board members including Independent Directorsand Senior Management Personnel have affirmed compliance with the respective Codes ofConduct along the code of conduct laid down under the SEBI (Listing Obligations andDisclosure Requirements) 2015.for the year under review.
DIRECTORS' INTEREST IN THE COMPANY
The Company has not entered into any contracts with companies in which some of theDirectors of the Company are interested as director or member.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board and its Committees were carried out during the year under review.
The Evaluation is done as per the Evaluation Policy which has been adopted by the Boardof Directors. The policy provides for evaluation of the Board the Committees of the Boardand individual Directors including the Chairman of the Board. The Policy provides thatevaluation of the performance of the Board as a whole; Board Committees and Directorsshall be carried out on an annual basis. During the year the first Evaluation cycle wascompleted by the Company internally which included the Evaluation of the Board as a wholeBoard Committees and Directors. The exercise was led by the Chairman of Nomination andRemuneration Committee along with an Independent
Director. The Evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience performance ofduties and governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors on parameters such as attendance contributionindependent judgment and guidance and support provided to the management. Any member ofthe Board/Committee did not participate in the discussion of his/her evaluation.
The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors.
COMMITTEES OF THE BOARD
The Board has constituted following Committees of Directors:
Nomination & Remuneration Committee and
Stakeholder's Relationship Committee
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that would haverequired Shareholder approval under the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.
The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website.
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC-2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
However the Settlement Order passed by SEBI upon application made by the Company videApplication No. 3135 of 2016 in respect to the SEBI (Substantial Acquisition of Shares andTakeover) Regulations 2011. Pursuant to that Company has paid Rs. 1275000/- (RupeesTwelve Lakhs Seventy Five Thousand Only) as settlement amount.
NOMINATION AND REMUNERATION POLICY
During the Financial Year 2016-17 based on the recommendations of the Nomination &Remuneration Committee the Board of Directors approved a Policy for selection andappointment of Directors Senior Management and their remuneration. The Board has revisedthe said Policy as required upon change of name of the Company and provisions for the yearunder review. The Salient features of Remuneration Policy are given in the CorporateGovernance Report. The policy is attached in the report as Annexure 3.
The Company has put in place an enterprise wide risk management framework. Thisholistic approach provides the assurance that to the best of its capabilities theCompany identifies assesses and mitigates risks that could materially impact itsperformance in achieving the stated objectives. The Board of the Company has formed a riskmanagement policy to frame implement and monitor the risk management plan for theCompany. The Directors and Senior Management of the Company are responsible for reviewingthe risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure4.
In terms of the first proviso to Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Shareholders excluding the aforesaid Annexure. AnyShareholder interested in obtaining the same may write to the Company Secretary at theregistered office of the Company. None of the employees listed in the said Annexure isrelated to any Directors of the Company.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Annual Report. The requisite certificatefrom the Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to this report as Annexure 5'.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed report on the Management Discussion and Analysis in terms of the provisionsof Regulation 34 read with Schedule V of the Listing Regulations is provided separately inthe Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy to deal with instance of suspected misconductif any without fear of punishment or unfair treatment in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India. The Company is committed to adhere to the highest standardsof ethical moral and legal conduct of business operations.
A Vigil Mechanism/Whistle Blower Policy provides a channel to the employees andDirectors to report to the management concerns about unethical behaviour actual orsuspected fraud. The Vigil Mechanism Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
CORPORATE SOCIAL RESPOSIBILITY
Section 135(1) of the Companies Act 2013 is not applicable to your Company becausethe net worth turnover and net profit of your Company during the year is less than therequired limits.
FORMAL ANNUAL EVALUATION
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligations governanceissues etc. Separate exercise was carried out to evaluate the performance of individualDirectors including the Board Chairman who were evaluated on parameters such asattendance contribution at the meetings and otherwise independent judgment safeguardingof minority shareholders interest etc.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the industryscenario the socioeconomic environment in which the Company operates the business modelthe operational and financial performance of the Company significant development so as toenable them to take well informed decisions in a timely manner. The familiarizationprogramme also seeks to update the Directors on the roles responsibilities rights andduties under the act and other statutes. The policy on Company's familiarization programmefor Independent Directors is posted on the Company's website at www.ABansenterprises.com.
MEETING OF INDEPENDENT DIRECTORS
All the independent Directors of the Company held a meeting on 23rdDecember 2016 and reviewed the performance of non-independent Directors and the Board asa whole. They also assessed the quality quantity and timeliness of flow of informationbetween the Company management and the Board. They expressed their satisfaction at theperformance of non-independent Directors and appreciated the flow of information from theCompany management.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
As per the requirement under the provisions made under section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 anappropriate Committee has been formed to attend to the complaints of the sexual harassmentat workplace if any made by female employees. The Committee of six members consists ofAsst. Vice President-Human Resource and External Consultant NGO Member Head of HumanResource and other two members.
During the year under review no complaints were received. Wide publicity continues tobe given with respect to the policy to all employees and the policy is also displayed onthe company's website.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
The Company is not into manufacturing business. However the company is taking adequatemeasures to conserve electricity in office premises.
The steps taken or impact on conservation of energy Guidelines are in place foremployees for switching off the appliances which are not in use to save electricity.
(a) The steps taken by the company for utilizing alternate sources of energy NIL(The Company has only office premises which consumes electricity);
(b) The capital investment on energy conservation equipments Investment is madeon installing such equipments which consume less electricity;
(c) The Capital Investment on energy conservation equipments Investment is madeon installing such equipments which consume less electricity.
The Company's activities have just started and the Company will start implementing allthe latest technology required for carrying the business.
(a) The efforts made towards technology absorption NIL
(b) The benefits derived like product improvement cost reduction product developmentor import substitution NIL
(c) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year NIL
The details of technology imported NIL
The year of import NIL
Whether the technology been fully absorbed NIL
If not fully absorbed areas where absorption has not taken place and thereasons thereof - NIL (d) The expenditure incurred on Research and Development NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:
|Particulars ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange outgo ||Nil ||Nil |
Your Directors place on record their appreciation for the valuable contribution made bythe staff members of the company. Your Directors wish to place on record theirappreciation for the active support given by Banks Investors Shareholders BrokersEmployees and Customers.
| ||For and on behalf of the Board of Directors || |
|Place: Mumbai || || |
|Date: 31st August 2017 || || |
| ||Sd/- ||Sd/- |
| ||Abhishek Bansal ||Shriyam Bansal |
| ||Managing Director ||Director |
| ||DIN: 01445730 ||DIN: 03481102 |