Your Directors take pleasure in presenting their Thirty Third Annual Reporton the Business and Operations of the Company and the Accounts for the Financial Yearended 31st March 2019 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of financial highlights for the financial year ended March 31 2019 andprevious financial year ended March 31 2018 is given below:
(Rs. in Crores except per Net Asset Value)
|Particulars ||31.03.2019 ||31.03.2018 |
|Total Income ||131.40 ||69.72 |
|Less: Expenditure including Deprecation ||129.38 ||69.49 |
|Profit before Tax ||2.02 ||0.23 |
|Provision for Taxation ||0.61 ||0.06 |
|Profit after Tax ||1.41 ||0.17 |
|Other Comprehensive Income ||- ||- |
|Total Other Comprehensive Income ||1.41 ||0.17 |
|Earnings Per Share (EPS) ||1.01 ||0.12 |
|Paid up Capital ||13.95 ||13.95 |
|Other Equity ||2.26 ||0.85 |
|Net Asset Value (Per Share) ||11.62 ||10.61 |
During FY 2018-19 Total Income of the Company has increased by 88.47% compared to anincrease of 10.97%. Whereas Profit after Tax increased by 709.20% compared to 58.21% andconsequent increase in EPS from 0.12 per share to 1.01 per share.
The dividend policy for the year under review has been formulated taking intoconsideration growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2019.
3. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance among others for the periodunder review is given in the Management Discussion and Analysis prepared in accordancewith the SEBI (LODR) Regulations 2015 of the Annual Report.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Change in Directors
Following were the changes during the period under review:
Mr. Naresh Sharma was appointed as an Additional Independent Director onNovember 30 2018.
Mr. Parantap Dave Independent Director resigned from the Board w.e.f. November30 2018.
Mr. Paresh Davda was appointed as Additional Non Executive Director on January7 2019
Mr. Prabhulal Tataria and Mr. Avinash Gaur Independent Directors resigned fromthe Board w.e.f. February 13 2019.
Mr. Paresh Davda was redesignated as an Independent Director and Mr. KishoreMahadik was appointed as Additional Independent Director on February 18 2019.
ii. Independent Directors
Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013. Anindependent director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Shriyam Bansal Non - Executive Director of the Companyretires by rotation and offers herself for re- appointment.
The brief resume of Mrs. Shriyam Bansal the nature of her expertise in specificfunctional areas names of the companies in which she has held directorships hershareholding etc. are furnished in the "Annexure A" to notice of the ensuingAGM.
iv. Key Managerial Personnel
Following were the changes during the period under review:
Ms. Ruchi Trivedi resigned as Company Secretary of the Company w.e.f. November12 2018.
Mr. Durgesh Kadam was appointed as Company Secretary w.e.f. November 12 2018.
Mr. Durgesh Kadam resigned as Company Secretary of the Company w.e.f. February05 2019.
Mr. Deepesh Jain was appointed as Company Secretary w.e.f. February 06 2019.
v. Re-appointment of Directors
The Board of Directors on recommendation of Nomination and Remuneration Committee hasrecommended for the appointment of existing Additional Independent Directors of theCompany for a period of 5 years w.e.f. from their appointment by Board.
During the year Eleven Board Meetings were convened and duly held. The details ofwhich are given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
6. AUDIT COMMITTEE:
As on Date of this report Audit Committee comprises of Mr. Naresh Sharma (Chairman)Mr. Kishore Mahadik (Member) and Mr. Paresh Davda (Member). Powers and role of the AuditCommittee are included in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.
7. BOARD EVALUATION:
The Board of Directors have carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSEBI on January 5 2017. In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and nonexecutivedirectors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
8. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT-9in annexed as a part of this Annual Report as "Annexure I" and isalso available on the website of the company under the Investor Tab.
9. NOMINATION AND REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure II"
i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annualratification of the appointment of auditor the requirement to place the matter relatingto appointment of Auditors for ratification by members at every Annual General Meeting isdone away with and no resolution has been proposed for the same.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s C. B. Jain & Associates. a firm of Company Secretaries in Practice (CPNo. 13973) to undertake the Secretarial Audit of the Company for the F.Y. 2018-19. TheSecretarial Audit Report for F.Y. 2018-19 is annexed herewith as "AnnexureIII".
iii. Cost Auditor:
Your Company is principally engaged into Trading. Therefore Section 148 of theCompanies Act 2013 is not applicable to the Company.
11. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks.
12. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.abansenterprises.com.
13. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made thereunder the Board hasappointed M/s. Akshay Tambe and Co Chartered Accountants as an Internal Auditor of theCompany for FY 2018-19 to check the internal controls and functioning of the activitiesand recommend ways of improvement. The Internal Audit is carried out on a quarterly basis;the report is placed in the Audit Committee Meeting and the Board Meeting for theirconsideration and direction.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
14. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.
15. LISTING WITH STOCK EXCHANGES:
Abans Enterprises Limited continues to be listed on BSE Limited. It has paid the AnnualListing Fees for the year 2019-2020 to BSE Limited.
16. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:
As on March 31 2019 your Company has no subsidiary associate companies or jointventure companies within the meaning of Section 2(6) of the Act. There are no changes insubsidiaries during the period under review.
17. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy
The Operations of the Company are not energy intensive. However adequate measures havebeen initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energyCompany shall consider on adoption of alternate source of energy as and when the needarises.
c) The Capital Investment on energy conversation equipment No Capital Investmentyet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum technology requiredfor Business is absorbed.
b) The benefits derived like product improvement cost reduction productdevelopment or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof
iii. The expenditure incurred on Research and Development Not Applicable.
19. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. The details of the related party transactions asrequired under Indian Accounting Standard (Ind AS) 24 are set out in Note to the financialstatements forming part of this Annual Report. All Related Party Transactions arepresented to the Audit Committee and the Board. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
22. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace.
Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Your Company was not in receipt of any complaint ofsexual harassment.
24. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership.
Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution. Your Company strongly believes in fostering a culture of trust andmutual respect in all its employees seek to ensure that business world values andprinciples are understood by all and are the reference point in all people matters.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of top ten employees in terms of remuneration drawn and namesand other particulars of the employees drawing remuneration in excess of the limits setout in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection on all workingdays during business hours at the Registered Office of the Company. Any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.
The current workforce breakdown structure has a good mix of employees at all levels.Your Board confirms that the remuneration is as per the remuneration policy of theCompany.
25. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations 2015 the report on Corporate Governance duringthe period under review with the Certificate issued by M/s M/s C. B. Jain &Associates on compliance in this regards forms part of this Annual Report.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.
ii. 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 profitof the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants and the reviews performed by managementand the relevant board committees including the audit committee the board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2018-19.
27. CAUTIONARY STATEMENTS:
Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany's objectives projections estimates and expectations may constitute forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.
Your Directors would like to express a deep sense of appreciation for the assistanceand co-operation received from the Financial Institutions Banks Government Authoritiesand Shareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.
|Registered Office: ||By order of the Board |
|363738A 3rd Floor 227 ||Sd/- |
|Nariman Bhavan ||Abhishek Bansal |
|Backbay Reclamation ||(Chairman and |
|Nariman Point ||Managing Director) |
|Mumbai 400 021 ||DIN: 01445730 |
|Tel No.: 022 6835 4100 ||Mumbai May 23 2019 |
|Web: www.abansenterprises.com || |
|Email: firstname.lastname@example.org || |
|CIN: L74120MH1985PLC035243 || |