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ABC India Ltd.

BSE: 520123 Sector: Others
NSE: N.A. ISIN Code: INE125D01011
BSE 16:00 | 25 Jun 88.10 0.30
(0.34%)
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87.05

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93.00

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NSE 05:30 | 01 Jan ABC India Ltd
OPEN 87.05
PREVIOUS CLOSE 87.80
VOLUME 6029
52-Week high 93.90
52-Week low 43.00
P/E 55.06
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 87.05
CLOSE 87.80
VOLUME 6029
52-Week high 93.90
52-Week low 43.00
P/E 55.06
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ABC India Ltd. (ABCINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presen ng the 46th AnnualReport together with the Audited Financial Statements of your Company for the financialyear ended March 31 2019.

Financial Results

particular FY 2018-19 FY 2017-18
Amount Amount
Turnover 17699.46 11664.55
Other Income 52.59 36.11
Total Revenue 17752.05 11700.66
Earnings Before Interest Depreciation Taxation and Amor za on (EBIDTA) 959.70 547.17
Interest and other Finance Cost 369.15 392.58
Depreciation & Amor za on 90.09 149.65
Profit before Taxation (PBT) 500.46 4.94
Tax including Deferred Tax (74.20) (83.57)
Profit after Taxation (PAT) 574.66 88.51
Profit /(Loss) brought forward from previous year (829.72) (922.78)
Other Comprehensive Income (14.98) 4.55
Profit /(Loss) available for appropriation carried to Balance Sheet (270.04) (829.72)

Operations :

During the year under review your Company has achieved a Total Revenueof Rs. 17699.46 lakhs which is 51.74% higher over the corresponding previousfinancial year's total revenue of Rs. 11664.55 lakhs. The Company'sEBIDTA was Rs. 959.70 lakhs as compared with previous year of Rs. 547.17lakhs. The Profit after Tax worked out to Rs. 574.66 lakhs as compared to profit inthe previous year of Rs. 88.51 lakhs.

Dividend:

To conserve the resources of the Company for short term and long termworking capital requirements the Board of Directors of the Company could not recommendany dividend on the Equity Shares of the Company for the financial year ended 31stMarch 2019.

Transfer to Reserves:

The Company has not transferred any amount to the General Reserveduring the financial year ended 31st March 2019.

Financial Statements:

The Financial Statements of your Company have been prepared inaccordance with Indian Accounting Standards (Ind AS) issued by the Institute of CharteredAccountants of India and Regulation 48 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as SEBI Listing Regulations 2015) for the financial year 2018-19 as applicable to theCompany. The estimates and judgments relating to the Financial Statements are made on aprudent basis so as to reflect in a true and fair manner the form and substance oftransactions and reasonably present the Company's state of affairs profits and cashflows for the year ended 31 March 2019.

Share Capital:

The Authorised Share Capital of your Company as on 31stMarch 2019 stands at Rs. 100000000 (Rupees Ten Crores ) divided into10000000 Equity Shares of F.V. Rs. 10/- each.

The Issued & Subscribed Share Capital of your Company as on 31stMarch 2019 is Rs. 54172320 (Rupees Five Crores Fourty One Lakhs Seventy TwoThousand Three Hundred Twenty) divided into 5417232 Equity Shares of F.V. Rs. 10/-each.

Deposits:

Your Company has not accepted any Deposits during the year no depositsremained unpaid or unclaimed as at the end of the year and there was no default inrepayment of deposits or payment of interest thereon during the year.

Human Resources:

Your Company envisages its "human resources" as one of itsmost important assets.

Your Company continuously invest in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement. Your Company has continuously adoptedstructures that help attract best external talent and provide internal talent to higherroles and responsibilities.

Your Company has a adequate pool of trained and competent humanresources which is highly capable to meet the challenges of growing quality perspectiveand complex logistics requirement of the customers. In view of increased competition thehuman resources of the company are able and proved to deliver specialized services ofdesired quality meet the competition and to satisfy customer requirements.

Directors and Key Managerial Personnel: i) Resignations:

Prof. Ashoke Kumar Dutta (DIN: 00045170) Non-Executive IndependentDirector of the Company had resigned from the office of Directors w.e.f. 9thAugust 2018 due to his personal reasons. The Company has received confirmation from Prof.Dutta that there was no other reason except as stated above for his resignation.

Dr. Debasis Sengupta (DIN: 00343736) Non-Executive IndependentDirector of the Company had resigned from the office of Directors w.e.f. 14thFebruary 2019 due to his personal reasons. The Company has received confirmation from Dr.Sengupta that there was no other reason except as stated above for his resignation.

The Board placed on record its appreciation of the invaluablecontribution made by them during their tenure as Directors of the Company. ii)Re-Appointments:

The Shareholders had re-appointed Mr. Vijay Kumar Jain (DIN: 00491871)and Mrs. Rachana Todi (DIN: 00268594) as Non-Executive Independent Directors of theCompany to hold office for a second term of 5 (five) consecutive years w.e.f 1stApril 2019 by passing special resolution pursuant to section 149(10) read with ScheduleIV of the Companies Act 2013 at the Annual General Meeting of the Company held on 21stSeptember 2018. The Shareholders at the Annual General Meeting of the Company held on 21stSeptember 2018 had also approved continuation of Mr. Siddarth Kapoor (DIN: 02089141) as aNon-Executive Director w.e.f 1st April 2019 on completion of his tenure as anIndependent Director on 31st March 2019. iii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicableprovisions of the Companies Act 2013 Mr. Siddarth Kapoor (DIN: 02089141) Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for re-appointment. iv) Appointment & Resignation of Wholetime- KeyManagerial Personnel (KMP):

There were no changes in the Wholetime- Key Managerial Personnel (KMPs)during the financial year under review.

None of the Directors of the Company as mentioned in item no. (ii) aredisqualified as per section 164(2) of the Companies Act 2013. The Directors have alsomade necessary disclosures to the extent as required under provisions of section 184(1) ofthe Companies Act 2013 as applicable.

Independent Director's Declaration:

Your Company had received the declaration of Independence u/s 149(7) ofthe Companies Act 2013 from all the Independent directors of your Company specifying thatthey meet the criteria of independence as mentioned under Regulation 16(1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with Section149(6) of the Companies Act 2013.

Director's Responsibility Statement:

Pursuant to the provisions of section 134(3) (c) & 134(5) of theCompanies Act 2013 your Directors hereby confirm that:

1. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies had been selected and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit of the Company for the year ended on 31st March2019;

3. Proper and sufficient care had been taken to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

4. The annual accounts had been prepared on a going concern basis;

5. The Directors had laid down internal Financial Controls to befollowed by the Company and that such internal Financial Controls are adequate and wereoperating effectively; and

6. Proper systems had been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Auditors and their Reports:

(i) Statutory Auditors:

M/s.BDS & CO. (Formerly Bharat D. Sarawgee & Co.) CharteredAccountants (Firm Registration No. 326264E) were appointed as the Statutory Auditors ofthe Company at the 44th Annual General Meeting of the Company held on 20thSeptember 2017 for a period of 5 (Five) years and would hold the office of Auditors tillthe conclusion of the 49th Annual General Meeting of the Company to be held forthe financial year 2021-22.

The Auditors report does not contain any qualification. Notes toAccounts and Auditors remarks in their Report are self-explanatory and hence do not callfor any further explanation.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act 2013 the Board ofDirectors on recommendation of the Audit Committee had re-appointed M/s. DebabrotaBanerjee & Associates (Registration No. 001703) Cost Accountants as the CostAuditors of the Company for the financial year 2019-20. The Company has received consentand confirmation of eligibility for their re-appointment as the Cost Auditors of theCompany for the financial year 2019-20. As per the requirements of the Section 148 of theAct read with the Companies (Cost Records and Audit) Rules 2014 as amended from time totime your Company is required to maintain cost records and accordingly such accounts aremade and records have been maintained.

(iii) Secretarial Auditor:

The Board had re-appointed Mr. Santosh Kumar Tibrewalla PractisingCompany Secretary as the Secretarial Auditor of the Company to carry out the SecretarialAudit for the year 2018-19 under the provisions of section 204 of the Companies Act 2013.The report of the Secretarial Auditor (MR-3) is enclosed as "Annexure A"to this Board's Report.

In respect of the remarks in the report we would like to clarify that-i. The Company is in the process of getting the shares delisting from CSE and pendingconfirmation the Company has kept the payment of listing fees in abeyance and same wouldbe paid immediately before the Company gets delisting confirmation from CSE. ii. TheCompany is of the view/understanding that there is no specific mention in the provisionsof Section 203 of the companies Act 2013 that needs to appoint separate person in theOffice of CFO and Company Secretary. Accordingly the company has appointed the sameperson in both the post.

The rest of the report is self-explanatory and hence do not call forany further explanation.

(iv) Internal Auditors:

M/s. Agarwal Maheswari & Co. M/s. Heena Akshay Agarwal & Co.and M/s. A.Singhi & Co. Chartered Accountants continued to be the Internal Auditorsof the Company under the provision of Section 138 of the Companies Act 2013 forconducting the internal audit of separate divisions of the Company for the financial year2018-19.

Details Relating to Remuneration to Directors Key Managerial Personneland Employees:

The particulars and information of the Directors/employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of yourCompany is attached as "Annexure-B" to this report.

None of the employees of the Company were in receipt of theremuneration exceeding limits pursuant to the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Conservation of Energy Research & Development TechnologyAbsorption Foreign Exchange Earnings and Outgo:

Information related to conservation of energy Research &Development technology absorption foreign exchange earnings and outgo as required undersection 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules2014 are as follows:

(a) Conservation of energy

The Company's operation involves no energy consumption.

  1. Technology absorption

i. The Company does not have any R & D Division and Company's Operations does not require this type of establishment.

ii. Technology absorption adoption and innovation: The Company has notimported any technology due to its nature of operation.

(c) Foreign exchange Earnings and Outgo

During the year the total foreign exchange earned was Rs. Nil (Previous Year Rs. Nil) and the total foreign exchange used was Rs. 104782634/-(Previous Year Rs. 1707074/-).

Internal Audit & Controls:

The Company continues to engage Internal Auditors. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed and suitable corrective actions taken as per the directions ofAudit Committee on an ongoing basis to improve efficiency in operations.

Adequacy of Internal Financial Controls with Reference to the FinancialStatements:

The Company has in place adequate internal financial controls asrequired under section 134(5)(e) of the Companies Act 2013. During the year under reviewsuch controls were tested and no reportable material weakness in the formulation oroperations were observed.

Code of Conduct for Prevention of Insider Trading:

In terms of the SEBI (Prohibition of Insider Trading) Regulations1992 your Company has already adopted the Code of Conduct for prevention of InsiderTrading. Further in accordance with the provisions of Regulation 8 of SEBI (Prohibitionof Insider Trading) Regulations 2015 the Board of Directors of the Company has dulyapproved and adopted the code of practices and procedure for fair disclosure ofUnpublished Price Sensitive Information and formulated the code of conduct of the Company.However SEBI has amended certain provisions of the SEBI (Prohibition of Insider Trading)Regulations 2015 w.e.f. 1st April 2019. Which were duly adopted by theCompany and the Code of Conduct was revised accordingly. The aforesaid code of conduct forprevention of Insider Trading is duly placed on the website of the Company.

Disclosure as per Applicable Act Listing Agreement/ SEBI (LODR)Regulations 2015: (i) Related Party Transactions:

All transactions entered with related parties during the FY 2018-19were on arm's length basis and were in the ordinary course of business and hence notfalling under the provisions of Section 188 of the Companies Act 2013. There have been nomaterially significant related party transactions with the Company's PromotersDirectors and others as defined in section 2(76) of the Companies Act 2013 andRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 which may have potential conflict with the interest of the Company at large.Accordingly disclosure in Form AOC-2 is not required.

In compliance with the provisions of the Act and the SEBI (LODR)Regulation 2015 each transaction as entered by the Company with its related parties isplaced before the Audit Committee. A prior omnibus approval of the Audit Committee isobtained on a yearly basis for the transactions which are foreseen and repetitive innature. The transactions pursuant to the omnibus approval so granted is audited and adetailed quarterly statement of all related party transactions is placed before the AuditCommittee for its review. The policy on related party transactions as approved by theBoard is available on the Company's website at www.abcindia.com.

The necessary disclosures regarding the transactions are given in thenotes to accounts. The Company has also formulated a policy on dealing with the RelatedParty Transactions and necessary approval of the Audit Committee and Board of Directorswere taken wherever required in accordance with the Policy.

In terms of Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended w.e.f. 1stApril 2019 the Company has not entered into any transaction with its promoter groupCompany holding more than ten percent of equity shares in the Company.

ii) Number of Board Meetings:

The Board of Directors met 4 (Four) times in the FY 2018-19. TheDetails of the Board meeting and attendance of the Directors are provided in the CorporateGovernance Report attached as Annexure to this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Audit Committee was re-constituted by the Board of Directors in itsmeeting on 14th February 2019 as Dr. Debasis Sengupta ceased to be the memberof the Committee due to his resignation from the Board of the Company and Mrs. RachanaTodi Non-Executive Independent Director of the Company was inducted as the member of theCommittee in his place. Mr. Vijay Kumar Jain Independent Director the existing member ofthe Committee was appointed as the

Chairman of the Committee.

Complete details of the Committee are given in the Corporate GovernanceReport attached as Annexure to this Board's Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in FormNo. MGT-9 as required under section 92(3) of the Companies Act 2013 read with rule 12(1)of the Companies (Management and Administration) Rules 2014 is attached as "Annexure-C"to this report. The aforesaid information is available on the website of the Companyat http://www.abcindia.com/mgt_9.pdf

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members aboutthe Risk assessment and mitigation plans and periodical reviews to ensure that thecritical risks are controlled by the executive management.

vi) Loans Guarantees and Investments:

During the year under review your Company has invested and deployedits surplus funds in securities which were within the overall limit of the amount andwithin the powers of the Board as applicable to the Company in terms of Section 179 and186 of the Companies Act 2013. The particulars of all such loans guarantees andinvestments are entered in the register maintained by the Company for the purpose. vii)Post Balance Sheet events:

1. The Company has received an Letter of Award (LOA) dt. 26.06.2019from BHEL to the tune of Rs. 137.70 Crores for Multimodal Transportation of ExportCargo from India to the MSTPP Rampal project in Bangladesh.

2. Mr. Anand Kumar Agarwal Executive Chairman of the Company passedaway on 22nd July 2019. From a very young age Mr. Agarwal led ABC India Ltdfor more than four decades and achieved various landmarks in the Transportation sector. Hewas a pioneer of the transport and logistics industry and was a steering force to developthe connectivity of North-Eastern India. He will be remembered for a long time forinfusing modern management strategies and supply chain logistics in the age-old transportsector. He was looking after the overall management of the Company in all aspects.

Mr. Agarwal also contributed his leadership and participation invarious chambers and associations. He served as President of Bharat Chamber of Commercefor two years from 1994 and also represented India at the International LabourOrganization on behalf of the All India Organization of Employers. For 9 years from 2001he was President of Calcutta Goods Transport Organization. Mr. Agarwal made invaluablecontributions to society via his philanthropic activities. Bhoruka Blood Bank in Kolkataas well as other much needed projects were managed under his stewardship at Bhoruka PublicWelfare Trust. He was actively involved with other NGO's such as Tagore SocietyCINI Hope Foundation and Rotary Club. He was an avid patron of the arts also.

Mr. Agarwal was a warm hearted simple humble and selfless individualdespite his huge accomplishments and important positions that he held starting from a veryyoung age. Despite his large range of responsibilities and activities he was alwaysavailable to all for help advice and nurturing. His compassion and concern for peoplefrom all walks of life will be remembered by all who came in contact with him.

The Board placed on record its appreciation of the invaluablecontribution made by him during his tenure as Executive Chairman of the Company. viii)Subsidiaries Associates or Joint Ventures:

Your Company does not have any subsidiaries associates or jointventures. ix) Evaluation of the Board's Performance:

The Nomination and Remuneration Committee of the Board of Directorshad laid down the criteria for evaluation of its own performance the Directorsindividually as well as the evaluation of working of its various Committee(s).

Evaluation Criteria :

Authority For Evaluation Target Person for Evaluation
Nomination and Remuneration Committee (NRC) All Directors (individually) Board and Committees
Independent Directors' Meeting (IDs) a. Non-Independent Directors (Non-IDs).
b. Chairperson (taking into account the views of Executive &
Non-Executive Director(s).
c. Board as a Whole; and
d. Committees of Board.
Board of Directors (BOD) Independent Directors (excluding Participation of the ID being
evaluated)

During the year under review the Board in compliance with theCompanies Act 2013 and applicable Regulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has continued toadopt formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of the Boardsfunctioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations governance issues etc. Aseparate exercise was carried out to evaluate the performance of individual directorsincluding the Board as a whole and the Chairman who were evaluated on parameters such astheir participation contribution at the meetings and otherwise independent judgementssafeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by theentire Board and that of the Chairman and the Non-Independent Directors were carried outby the Independent Directors in their separate meeting held on 14th February2019.

The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company. x)Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & RemunerationCommittee has laid down a Nomination Remuneration and Evaluation Policy in compliancewith the provisions of the Companies Act 2013 read with the Rules made therein and theapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (as amended from time to time). This Policyprovides a framework and to set standards in relation to the followings and details on thesame are given in the Corporate Governance Report attached as Annexure to thisBoard's Report:

  1. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
  2. Remuneration payable to the Directors KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes andindependence of a Director.

xi) Vigil Mechanism (Whistle Blower Policy):

As per the requirement of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 your Company has framed its Whistle Blower Policy to enable all theemployees and the directors to report any violation of the Code of Ethics as stipulated inthe said policy.

By virtue of Whistle Blower Policy the directors and employees of theCompany are encouraged to escalate to the level of the Audit Committee any issue ofconcerns impacting and compromising with the interest of the Company and its stakeholdersin any way. The Company is committed to adhere to highest possible standards of ethicalmoral and legal business conduct and to open communication and to provide necessarysafeguards for protection of Directors or employees or any other person who avails themechanism from reprisals or victimization for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded onthe Company's website: www.abcindia.com and also set out in the Corporate GovernanceReport attached as Annexure to this Board's Report. xii) Cost Records :

The Company has maintained cost records as specified by the CentralGovernment under section 148(1) of the Companies Act 2013 and accordingly such accountsand records are maintained. xiii) Internal Complaint Committee:

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Secretarial Standards:

Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively to the extentas applicable have been duly followed by the Company.

Industrial Relations:

The Industrial relation during the year 2018-19 had been cordial. TheDirectors take on record the dedicated services and significant efforts made by theofficers and Staff towards overall progress of the Company.

Disclosure as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this Policy. The Policy is gender neutral. During the year under review nocomplaints with allegations of sexual harassment were received by the Company.

Company's Website:

The website of your Company www.abcindia.com has been designed topresent the Company's businesses up-front on the home page. The site carries acomprehensive database of information of all the services rendered including the FinancialResults of your Company Shareholding pattern Corporate profile details of BoardCommittees Corporate Policies and business activities of your Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 CompaniesRules 2014 and as per Regulation 46 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been displayed.

Corporate Governance:

Your Company strives to ensure that best Corporate Governance practicesare consistently identified adopted and followed towards ensuring sustainable growth ofbusiness thereby enhancing stakeholders' value. Your Company has practiced soundCorporate Governance and takes necessary actions at appropriate times for enhancing andmeeting stakeholders' expectations while continuing to comply with the mandatoryprovisions of Corporate Governance.

Your Company has given its deliberations to provide all the informationin the Directors' Report and the Corporate Governance Report as per the requirementsof the Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Listing Agreement entered by the Company with the StockExchange(s) as a matter of prudence and good governance.

Pursuant to Regulation 34(3) read with Schedule V of The Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time a report on Corporate Governance alongwith a certificate from Mr. Santosh Kumar Tibrewalla Practicing Company Secretaryregarding compliance of conditions of Corporate Governance and certification by CEO i.e.the Managing Director of the Company and CFO are given in "Annexure- D E &F" respectively to this report.

Code of Conduct:

The Code of Conduct for Directors KMPs and Senior Executive of theCompany is already in force and the same has been placed on the Company's website:www.abcindia.com.

All Board Members KMPs and members of Senior Management have confirmedtheir compliance with the code of conduct and pursuant to Regulation 26(3) read withSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 anda declaration signed by Mr. Ashish Agarwal Managing Director to this effect is given as "AnnexureG" to this Report.

Management Discussions & Analysis Report:

Pursuant to Regulation 34(2)(e) read with Schedule V of The Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a report on Management Discussion & Analysis is given as "AnnexureH" to this report.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company have transferred the dividend for the F.Y. 2010-11amounting to Rs. 350043/- lying unpaid or unclaimed for a period of seven yearsto Investor Education and Protection Fund (IEPF) on 30th November 2018.

Listing of Securities in Stock Exchanges:

The shares of the Company are presently listed at BSE Ltd. and TheCalcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL forholding the shares in dematerialized form and open for trading. The Company has paid theAnnual Listing Fees to BSE and Custodian fees to the depositories. The Company had appliedfor delisting of shares from CSE and confirmation is awaited.

Significant & Material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's Operations in future:

There have been no significant & material order passed by theRegulators/Courts/Tribunals impacting the going concern status and Company'soperations in future.

Cautionary Note:

The statements forming part of the Directors' Report may containcertain forward looking statements within the meaning of applicable securities laws andregulations. Many factors could cause the actual results performances or achievements ofthe Company to be materially different from any future results performances orachievements that may be expressed or implied by such forward looking statements.

Acknowledgement:

Your Directors would like to express their grateful appreciation forthe assistance and co-operation received from the Financial Institutions BanksGovernment Authorities and Shareholders during the year under review. Your Directors wishto place on record their deep sense of appreciation to all the employees for theircommendable teamwork exemplary professionalism and enthusiastic contribution during theyear.

By Order of the Board of Directors
For ABC INDIA LIMITED
Place : Kolkata Vijay Kumar Jain Ashish Agarwal
Dated : 13th August 2019 Director Managing Director
DIN:00491871 DIN : 00351824