a b m international ltd share price Directors report

To

The Members, ABM International Limited

The Directors have pleasure in presenting the 40th Annual Report of the company together with the financial statements, for the year ended on 31st March 2023. Your Directors express their profound grief on the sad demise of Mr. Virender Kumar Gandhi, the beloved Chairman and Managing Director of the Company, on 28th November, 2022 and pay glowing tributes to his vision and entrepreneurial spirit and for the immense contribution made by him for the establishment and growth of the Company from a small business into golden import/ export house. Mr. Virender Kumar Gandhi, a man far ahead of his times, epitomised the dauntless entrepreneurial spirit. Acclaimed as the top businessman of the twentieth century and lauded for his dynamic, pioneering and innovative genius, his success story fired the imagination of the younger generation of Indian entrepreneurs, business leaders and progressive companies.

FINANCIAL PERFORMANCE OF THE COMPANY:

During the Financial Year 2022-2023, The Financial position of the Company is as under:

(Rs. in lakhs)

Particulars	Year ended 31ST March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2023	Year ended 31st March, 2022
		Standalone	Consolidated
Turnover	8537.33	12698.54	8537.33	12698.54
Profit before depreciation	-872.40	232.67	-872.40	232.67
Depreciation	4.84	5.93	4.84	5.93
Net Profit after depreciation	-877.24	226.74	-877.24	226.74
Provision for taxation (Net)	208.68	87.82	208.68	87.82
Net Profit (Loss) for the year after tax	-668.56	138.92	-668.56	138.92
Share of Profit/(loss)	--	--	-1.34	-1.74
Associates
Surplus brought forward from previous year	709.08	570.16	1096.27	959.09
Surplus available for Appropriation	40.52	709.08	426.38	1096.27
Proposed Dividend	--	--	--	--
Tax on proposed dividend	--	--	--	--
Balance carried over to next year	40.52	709.08	426.38	1096.27

KEY HIGHLIGHTS

During the period under review, the turnover of the Company in year 2022-2023 has decreased to Rs. 85.37 Crores as against Rs126.98 Crores in the previous year 2021-2022, resulting in a decline of 32.76 %. The company has incurred loss of Rs. 6.69 Crore in the year 2022-2023 as compared to profit of Rs. 1.38 Cr in the previous year 2021-2022. The Earning per share (EPS) for the year is Rs. -6.70 per share as compared to Rs 1.71 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 COMPANYS 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 Companys business.

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 Companys 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 Companys internal financial controls were adequate and effective during the financial year 2022-2023.

SECRETARIAL STANDARD:

The Company complies with all applicable mandatory secretarial standards issued by the institute of Company Secretary of India.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (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, 2023, the Company has only one Associate Company i.e. 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 loss of Rs. 3.36 Lakhs during the year ended March 31, 2023. 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 Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached as

“Annexure A”.

During the year the Company has divested its entire stake 17.24% of Partnership Interest of M/s Divisha Projects LLP, a Limited Liability Partnership (LLP). Since the investment made by the Company in Divisha Projects LLP was not yielding the desired objectives and the Company needs fund as it incurred loss during this financial year.

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:

M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N), were appointed as the Statutory Auditors for a period of five years commencing from the conclusion of the 35th Annual General Meeting until the conclusion of the 40th Annual General Meeting. Accordingly, M/s. Rajan Goel & Associates will be completing their term of five years at the conclusion of the forthcoming Annual General Meeting. The company is proposing to appoint M/s. Salarpuria & Partners (Firm Registration No. 302113E), Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting.

M/s. Salarpuria & Partners is a leading professional services firm engaged in the field of audit, taxation, risk and transaction advisory services. M/s. Salarpuria & Partners, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Audit Committee and the Board of Directors recommend the appointment of M/s. Salarpuria & Partners, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting. The Board places on record its appreciation for the services of M/s. Rajan Goel & Associates, Chartered Accountants, during their tenure as the Statutory Auditors of your company.

The Report given by M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N), Statutory Auditors on the financial statements of the Company for the Financial year 2022-2023 is part of Annual Report. The Notes on financial statements referred to in Auditors 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. 2022-2023.

(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 31^st March, 2023. The Secretarial Audit Report is annexed as “Annexure B”. The Secretarial Audit Report for the financial year ended 31st March, 2023 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 Boards Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2023 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 2022-23 is available on Companys 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. (iii) 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	2022-2023	2021-2022
1. Foreign Exchange Earning	NIL	NIL
2. Foreign Exchange Outgo	NIL	NIL
3. F.O.B. Value of Exports	NIL	NIL
4. C.I.F Value of Imports	9532.79	10404.54

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (‘CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good and the welfare of society at large with an aim to improve quality of life of people. The Company feels that the essence of CSR is to integrate economic, environmental and social objectives with the Companys operations and growth. CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies. To give further impetus to this cause, the Company endeavours to manage its operations with an emphasis on Sustainable development to minimize impact on environment and promotes inclusive growth.

The Company had an average profit of Rs. Rs. 383.90 Lakhs in terms of Section 198 of the Act during the last 3 financial years. Therefore, in pursuance to the provisions of Section 135 of the Act, the Company was required to spend Rs 7.68 lakhs towards CSR activities during the financial year 2022-23. Keeping in view its social responsibility commitments, the Company has contributed an amount of 7.68 lakhs on the CSR activities during the financial year ended 31st March, 2023. The CSR policy of the Company is available on the website of the Company at https://www.abmintl.in/Pdf_files/csr-policy.pdf . The Companys CSR policy statement and the annual report on CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at “Annexure-C” to this Report.

The CSR Committee comprises One Executive Director namely Shri Rajneesh Gandhi (Chairman) and two Non-Executive Independent Directors namely, Shri. Premendra Ojha and Shri. M. S. Venkateswaran. The details of the CSR Committee meetings and the attendance of the members thereat are provided in the Corporate Governance Report and forms part of this Report

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

On account of sad demise of Mr. Virender Kumar Gandhi, Managing Director and Chairman of the Company, he ceased to be a Director of the Company w.e.f. November 28, 2022. The Board of Directors of the Company, On the basis of recommendation of the Nomination and Remuneration Committee, have approved the : Appointment of Mr Rajneesh Gandhi (DIN: 00244906), as Director and Managing Director of the Company for a period of 3 (three) years effective December 9, 2022, not liable to retire by rotation. The above appointment was approved by the Shareholders through Postal Ballot on February 21, 2023. In compliance with Section 152 of the Companies Act, 2013, Mrs Sangeeta Gandhi (DIN : 00265593) retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment 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:

Nine (9) 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 7th March, 2023, 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 fulfilment of Directors 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 behaviour, actual or suspected, fraud or violation of the Companys 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 2022-2023 in the prescribed format, Form AOC-2 has been enclosed with the report as “ANNEXURE D”.

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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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 E”. 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 Auditors Certificate on its compliance is annexed to this report “ANNEXURE F”. 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, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. b) for the financial year ended March 31, 2023 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, 2023. 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
	SANGEETA GANDHI	RAJNEESH GANDHI
Date:21.08.2023	(WHOLE-TIME DIRECTOR)	(MANAGING DIRECTOR)
Place: New Delhi	DIN:00265593	DIN: 00244906