To
The Members,
ABM International Limited
The Directors have pleasure in presenting the 41st Annual Report of the company together with the financial statements, for the year ended on 31st March 2024.
FINANCIAL PERFORMANCE OF THE COMPANY:
During the Financial Year 2023-2024, The Financial position of the Company is as under:
(Rs. in lakhs
Particulars
Standalone
Consolidated
Turnover
Profit before depreciation
Depreciation
Net Profit after depreciation
Provision for taxation (Net)
Net Profit (Loss) for the year after tax
Share of Profit/(loss) Associates
Surplus brought forward from previous year
Surplus available for Appropriation
Proposed Dividend
Tax on proposed dividend
Balance carried over to next year
KEY HIGHLIGHTS
The turnover of the Company in year 2023-2024 has increased to Rs. 93.64 Crores as against Rs 85.37 Crores in the previous year 2022-2023, resulting in increase of 9.68 %.
However in the year 2023-24, the company has reduced its losses and incurred loss of Rs. 3.43 Crore as compared to loss of Rs. 6.69 Crore in the previous year 2022-23.
The Earning per share (EPS) for the year is Rs. -3.65 per share as compared to Rs -7.11 per share in the previous year.
DIVIDEND:
The Directors have not recommended any dividend for this financial year.
RESERVES:
Taking into account overall financial performances of the Company, your Directors have not transferred any amount to General Reserve Account.
STATE OF COMPANY'S AFFAIR:
The company is primarily engaged in import of plastic raw materials and has continued with this business in the current year also. Your board is hopeful that during the current year your company will do better.
CHANGE IN THE NATURE OF BUSINESS:
During the financial year under review, no changes have occurred in the nature of the Company's business.
SHIFTING OF REGSITERED OFFICE OF THE COMPANY
After the end of the financial year, the Company has shifted its Registered Office Address from 10/60, Industrial Area, Kirti Nagar New Delhi-110015 to its Own premises at 37 DLF, Industrial Area, Kirti Nagar New Delhi-110015 w.e.f. July 3, 2024.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of the director report of the Company to which the financial statements relates.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-2024.
SECRETARIAL STANDARD:
The Company complies with all applicable mandatory secretarial standards issued by the institute of Company Secretary of India.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website http://www.abmintl.in.
SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:
As on March 31,2024, the Company has only one Associate Company i.e. M/s Prisha Promoters Private Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its Associate Company. The Company holds 49.64% equity in Prisha Promoters Private Limited and posted a Net Profit of Rs 3.72 Lakhs during the year ended March 31,2024.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries', Associates' and Joint Ventures in Form AOC-1 is attached as “Annexure A”.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any Loan, any guarantee and security in connection with a Loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.
DEPOSITS:
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
AUDITORS AND AUDITORS' REPORT:
(1) STATUTORY AUDITORS:
The Report given by M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration No: 302113E), Statutory Auditors on the financial statements of the Company for the Financial year 2023-2024 is part of Annual Report. The Notes on financial statements referred to in Auditor's Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for F.Y. 2023-2024.
(2) SECRETARIAL AUDITORS:
a. Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Mohit Mehta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report is annexed as “Annexure B”.
The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.
b. The secretarial Auditor of the company M/s Mohit Mehta & Associates has issued a certificate that none of Director on the Board of the Company have been Debarred or disqualified from being appointed or continuing as a directors of the Companies by the board/Ministry of Corporate Affairs or any such statutory authority.
(3) INTERNAL AUDITOR
As per section 138 of the Companies Act, 2013, the Company is required to have Internal Auditor. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Pawan N. Gupta & Associates as the Internal Auditor of the Company.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board's Report.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31 st March, 2024 was 9.408 Crores. During the year under review, the Company has not issued any shares.
The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website at https://www. abmintl.in.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy-
(i) The steps taken or impart on conservation of energy: N.A.
(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.
(i) The capital investment on energy conservation equipment: NIL
(B) Technology absorption-
(i) The efforts made towards technology absorption: NIL.
(ii) The benefits derived: NIL
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo-
S. No. Particulars
1. Foreign Exchange Earning
2. Foreign Exchange Outgo
3. F.O.B. Value of Exports
4. C.I.F Value of Imports
CORPORATE SOCIAL RESPONSIBILITY:
As the Company had incurred losses in terms of section 198 of the Act during the last financial years, accordingly, as per Section 135 of
the Act, the Company was not required to spend any amount towards CSR activities during the financial year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the
Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act,
2013.
a) Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Kawaljit Singh Bhatia (DIN: 02024597) Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment.
b) Mr. Suresh Singh Rana (DIN: 02777361) will complete his second consecutive term as an Independent Director of the Company and cease to be an Independent Director of the Company from closing hours of September 25, 2024. Further, he is proposed to be appointed as a Non-Executive Non-Independent Director of the Company w.e.f. September 26, 2024, subject to approval granted by the shareholders in the AGM.
c) Mr. Harvinder Singh (DIN: 10693751) was appointed as additional and independent directors with effect from September 1,2024. A resolution seeking shareholders' approval for his appointment forms a part of the Notice.
d) Mr. Karan Malik (DIN: 01404829) was appointed as additional and independent directors with effect from September 1, 2024. A resolution seeking shareholders' approval for his appointment forms a part of the Notice.
e) As per the provisions of Sections 196, 197 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mrs. Sangeeta Gandhi was re-appointed as Whole-Time Director of the Company for a period of 3 years w.e.f 1st October, 2024 subject to approval in this Annual General Meeting.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are- Mr. Rajneesh Gandhi, Managing Director, Mr. Vishwanatha Mahalingam, Chief Financial Officer and Mr. Amit Kumar, Company Secretary & Compliance Officer.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
Five (5) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
BOARD EVALUATION:
In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 8th February, 2024, wherein the performance of the Non-independent directors including Chairman was evaluated.
The Board, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Director's obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee Meetings.
AUDIT COMMITTEE:
The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company www.abmintl.in .
NOMINATION AND REMUNERATION COMMITTEE:
The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.
Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-2024 in the prescribed format, Form AOC-2 has been enclosed with the report as “ANNEXURE C”.
RISK MANAGEMENT POLICY:
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013
The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as “ANNEXURE D”.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate report on Corporate Governance along with Auditor's Certificate on its compliance is annexed to this report “ANNEXURE E”.
DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual financial statements for the year ended March 31,2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.
b) for the financial year ended March 31,2024 such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended March 31,2024.
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual financial statements have been prepared on a going concern basis.
e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.
By order of the Board of Directors of ABM INTERNATIONAL LIMITED
Date: 24th August, 2024
Place: New Delhi