a b n intercorp ltd Directors report

To,

The Members,

A B N Intercorp Limited Delhi

1. COMPANY SPECIFIC INFORMATION:

1.1 FINANCIAL RESULTS:

The Board of Directors hereby submits the report of the business and operations of your company along with the audited financial statements, for the financial year ended March 31, 2019.

Rs. In Lakhs

Particulars	31/03/2019	31/03/2018
Revenue from Operations	2,89,982.00	9,63,415.00
Other Income	(212,911.91)	(5,695,890.00)
Profit / (Loss) Before Depreciation, Finance costs, Exceptional items and tax expenses	(22,61,233.73)	(5965402.00)
Less: Finance Costs	-	35.00
Profit/loss before Exceptional items and Tax Expense	(2,078,755.23)	(5,763,939)
Exceptional items	-	-
Profit/ loss before Tax Expense	(20,78,755.23)	(57,63,939)
Less: Current Tax	-	(1,502.00)
Deferred Tax	(1,22,921)	(4,875.00)
Balance of Profit/(Loss) for the year	(1,955,834.23)	(5,757,562.00)

REVIEW OF OPERATION

The Total income from the operations is Rs. 2,89,982 and the expenditure incurred during the year is Rs. 2,155,825.32 which is quite higher than the previous year. Further Net Loss of the company is Rs. 1,955,834.23/- as compared to Net Loss of Rs. 5,757,562 of previous year.

1.2 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

1.3 DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) State of affairs of the company

Your company is engaged in the hospitality business of restaurants, hotels, cafe, tour operator, travel agency and set up chain, purchase, establish or otherwise acquire, act as advisors, financer.

b) Change in Nature of Business:

During the year there was no change in the nature of the business of the Company.

c) Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

2. GENERAL INFORMATION

ABN Intercorp Limited is engaged in the hospitality business of restaurants, hotels, cafe, holiday inns, resorts, villas, rest houses, guest houses, tour operator, travel agency etc.

3. CAPITAL AND DEBT STRUCTURE:

During the year under review, the company has neither issued nor bought back shares. The Capital of the company remains same as under.

Authorized Share Capital	1,00,00,000 divided into 10,00,000 shares of Rs. 10 each
Issued Share Capital	41,95,320 divided into 4,19,532 shares of Rs. 10 each
Paid Up share Capital	41,95,320 divided into 4,19,532 shares of Rs. 10 each

The Capital of the Company consist only Equity shares and no debenture or any other debt securities issued by the company.

4. CREDIT RATING

During the year the company has not issued any securities and not raised any loan which requires credit rating, hence credit rating provisions not applicable on company and has not obtained any credit rating during the year.

5. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to Investor Education and Protection Fund.

6. MANAGEMENT: 6.1 Directors and Key Managerial Personnel Board Composition:

The constitution of the Board (as on 31/03/2019) and the attendance of the Directors are given below:

Name of the Directors	Category of the Director (NE/E)	Designation	No. of Directorshi p	No. of Meetings attended	Details of committee As Member	Presence As Chairman	in previous AGM
Mr. Ajai Kumar Rastogi	E	Managing Director Independent	2	5	3	1	Yes
Mr. Ajeet	NE	Director	3	5	4	3	Yes
Kumar		Independent
Ms. Pooja Verma	NE	Director	1	5	4	-	Yes

Directors:

There has been no change in the constitution of Board of Directors of the Company during the financial year 2018

2019.

Key Managerial Personnel

Re-appointment of Managing Director

• The Company has re-appointed Mr. Ajai Kumar Rastogi as Managing Director of the Company in whole time employment by the board of Directors of the company w.ef 30^th May, 2019.

Appointment of Company Secretary

• The Company has appointed Ms. Ankita Mehta, as Company Secretary & Compliance Officer of the Company in whole time employment by the board of Directors of the company w.ef 10^th April, 2019.

6.2 Independent Directors declaration:

The company has received necessary declarations from each Independent Director under Section 149(6) and 149(7) of the companies Act, 2013 and regulation 16(1)(b) and regulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, that they meet the criteria of independence laid down thereunder.

As on 31^st March, 2019, half of the Board Members consist of Independent Directors on Companys Board having rich experience in their fields and they will add value to the management of the company. An enlightened Board consciously creates a culture of Board leadership to provide a long-term vision and policy thinking in order to improve the quality of governance. The Boards actions and decisions are aligned with the Companys best interests.

Independent directors of the company meet once times in the year 2018 - 2019 dated 20^th December, 2019 without executive directors of the company.

6.3 Board Meetings:

During the period under review 5 (Five) Board Meeting were held by the Board of Directors to transact various business items as mentioned below:

Sr. No	Date and Day of the Board Meeting	Sr. No	Date and Day of the Board Meeting
1	Monday, 02nd April, 2018	4	Monday, 20th August, 2018
2	Tuesday, 15th May, 2018	5	Wednesday, 14th November, 2018
3	Wednesday 30th May, 2018	6	Saturday, 09th March, 2019

6.4 Committees

1. Audit Committee:

a) Brief Description

The primary object of the Audit Committee is to monitor and provide an effective supervision of the

Managements financial reporting process, to ensure accurate and timely disclosures with the highest levers of transparency, integrity and quality of financial reporting. The committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and notes the processes and safeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 constituted the Audit Committee. The Audit Committee constituted and re constituted from time to time to comply with statutory requirement. The Audit Committee met 4 (four) times during the last financial year on the following dates:

Sr. No.	Date and Day of the Meeting	Sr. No.	Date and Day of the Meeting
1.	Friday, 25th May, 2018	3.	Monday, 12th November, 2018
2.	Tuesday, 28th August, 2018	4.	Thursday, 28th February, 2019

The constitution of the Committee (as on 31/03/2019) and the attendance of each member of the Committee are given below:

Name of the Member	Type of Director	Category	No. of Meetings	Attendance
Mr. Ajai Kumar Rastogi	E	Member	4	4
Mr. Ajeet Kumar	ID	Chairman	4	4
Ms. Pooja Verma	ID	Member	4	4

2. Nomination &Remuneration Committee

a) Constitution & Composition of Nomination & Remuneration Committee:

The Company has in accordance with the Section 178(1) constituted the Nomination & Remuneration Committee. The main function of the Nomination & Remuneration Committee is to formulation and recommendation of the policy for the appointment, removal, performance evaluation of the directors & the consideration to be paid to them and other matters as may be determined by the committee and the prevailing provisions for formulation of criteria for evaluation of Independent Directors and Board. Further to recommend/review remuneration of Directors based on their performance and carry out functions as mandated by Board from time to time.

The Nomination & Remuneration Committee did not met during the last financial year.

The constitution of the Committee as on 31/03/2019 is as under:

Name of the Member	Type of Director	Category
Mr. Ajai Kumar Rastogi	E	Member
Mr.Ajeet Kumar	ID	Chairman
Ms. Pooja Verma	ID	Member

*The Nomination and Remuneration Committee consist of Mr. Ajai Kumar Rastogi who is Managing Director in executive capacity, however the company is yet to appoint a Non-executive Director to properly constitute the committee.

3. Stakeholders Relationship Committee:

As per the Section 178(5) of the Companies Act, 2013, a Company consisting of more than 1 (one) thousand Shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stake Holders Relationship Committee. The Company has 7 shareholders at the end of the year hence; company has not constituted the said committee. As per SEBI (Listing Obligations & Disclosure Requirement) regulation, every listed company has to constitute Stakeholders Relationship Committee. However Regulation 20 of SEBI (Listing Obligations & Disclosure Requirement) regulations, 2015 is not applicable to the company.

4. Independent Directors Meeting

The Independent Directors of the Company met during the year as on 20^th December, 2018 without the attendance of non Independent Directors and members of the Board. The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

6.5 Recommendation of Audit Committee:

There are no transactions which are recommended by the audit committee and not accepted by the board of the directors of the company.

6.6 Companys Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. The policy of the

Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available at registered office for review.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Code of conduct:

The Company has already implemented a Code of Conduct for all Board Members and Senior Managements of the company in compliance with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (earlier Listing Agreement). But, since the operations of the Company were not much, the application of the code of conduct was limited to that extent. The code of conduct of the company can be found on the website of the company at www.abnintercorp.com

6.7 Board Evaluation:

BOARD EVALUATION:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation framework for assessing the performance of Directors (including Independent Directors) comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputs on the minutes of the meetings.

• Adherence to ethical standards & code of conduct of Company and disclosure of non independence, as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Boards performance, rendering independent, unbiased opinion.

• Understanding of the Company and the external environment in which it operates and contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information. The evaluation involves Self-Evaluation of the Board Member and subsequently assessment by the Board of Directors. Observations of board evaluation carried out for the year:

1. Previous years observation s and actions taken:

2. Proposed actions based on current year observations:

6.8 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or Managerial Personnel) Rules, 2014 and Amendment rules, 2016, read with Section 197 of the Act, no employees was in receipt of the remuneration in aggregate to Rs. One crore Two Lakhs per annum or Rs. Eight Lakh Fifty Thousand per month or at a rate in excess of that drawn by the Managing Director / Whole time director of Manager and holds himself or along with his spouse & dependent children, no less than two percent of the equity shares of the Company. Further, the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. As per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employees remuneration are described in the “Annexure A ” to this report.

6.9 Remuneration received by Managing Director/ Whole time Director from holding or subsidiary company:

There is no such amount received by the Managing Director/ Whole time Director As the company does not have any holding company or subsidiary company.

6.10 Directors responsibility statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their Knowledge and ability confirm and state that

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and

Estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared the annual accounts on a ‘going concern basis;

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6.11 Internal Financial Controls:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. Some key features of the companys internal controls systems have been provided in the Management discussion and Analysis Report as “Annexure D” which being annexed to this report.

6.12 Frauds reported by the Auditor:

In pursuance to the Section 134(3)(ca) of the Companies Act, 2013 (“the Act”), there has been no reported frauds being detected by the Auditor of the Company in accordance with the Section 143 (12) of the Act.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Associates Company or Joint Venture.

8. DETAILS OF DEPOSITS:

The Company has not invited or accepted deposit within the meaning of Section 73 of the act read with rules made there under, from the public neither does have any unpaid or unclaimed deposits along with interest during the year. Further, the company has not made any default in repayment of deposits or payment of interest thereon, as no deposits have been invited or accepted by the Company during the year. Furthermore, there are no such deposits which are not in compliance with the requirements of Chapter V of the Act.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments made by the Company pursuant to section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company is not falling under the criteria mention as per Section 135 (1) of the Companies Act, 2013 and the companies (Corporate Social Responsibilities) Rules, 2014. Hence, the company has not developed and implemented any corporate Social Responsibilities initiatives.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to company during the year under review. Foreign Exchange Earnings : Nil Foreign Exchange Expenditure : Nil

13. RISK MANAGEMENT:

Considering the present condition of the company the company has formulated the risk management policy. The board is being regularly provided with information which may have potential threat of risk as and when required. The detailed policy can be find out at the website of the company www. abnintercorp.com.

14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:

The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors and employees to report the genuine concerns as per the provisions of Section 177 (9) of the Companies Act, 2013. However the Section is not applicable to the Company as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 but the company has formed the policy as a part of good governance.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:

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 of the company to which the financial statements relate and the date of the report.

16. AUDITORS

Statutory Auditor:

M/s. RTPS & Co., Chartered Accountant, have completed their tenure as the statutory Auditor of the company and will no longer continue as the Statutory Auditor.

The board of directors of the company have proposed the appointment of M/s. Mehra and Co., , Chartered Accountants (F. R No.000393C), as the Statutory Auditors of the Company who shall hold office for the term of 5 years from the conclusion of this 14^th Annual General Meeting till conclusion of the 17^th Annual General Meeting of the company subject to ratification by members of the company at every Annual General Meeting held till 17^th AGM and that the Board be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors

The observations and comments, if any, marked in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

Secretarial Auditor:

Mrs. Kajal Ankit Shukla, Proprietor of M/s. K. A Shukla & Associates, Practicing Company Secretaries, has been appointed for the purpose of conducting Secretarial Audit of the Company.

As the company have claimed exemption under the regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, for Corporate Governance the provisions of Annual secretarial compliance report as per circular dated 08^th February, 2019 is not applicable on the Company.

Cost Audit:

As per Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, company is in construction business and the Companies (Cost Records and Audit) Amendment Rules, 2014 (the Rules) are applicable to the company but the company does not fall under the criteria mentioned in the rules.

Internal Auditor:

As per Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the company needs to appoint an Internal Auditor. However the company has not appointed Internal Auditor for the financial year 2018-2019.

17. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report is appended to this Report in MR 3 which forms part of Boards Report as per “Annexure C”

18. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS

Explanation to the observations given in the independent Audit report:

The observations and comments, if any, marked in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

Explanation to the observations given in the Secretarial Audit report:

In respect of the following observations made in the Secretarial Audit Report, we would like to justify the qualifications / observations as follows:

1. In explanation to the first observation made by the Secretarial Auditor in the Secretarial Audit Report, the company has not appointed Internal Auditor for the financial year 2018-2019, the company would look into the matter and would endeavor to appoint for the year 2019 2020 in compliance with Section 138 of the Companies Act, 2013.

2. In explanation to the second observation made by the Secretarial Auditor in the Secretarial Audit Report, the company was in the process towards formulating a valuable board structure consisting of learned personnel in order to follow the compliance with the appointment of Chief Financial Officer and Company Secretary & Compliance Officer in the company as per Section 203 of the Companies Act and with Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the company was able to appoint the Company Secretary w.e.f 10^th April, 2019 and Chief Financial Officer is in due search of Chief Financial Officer.

3. In explanation to the third observation made by the Secretarial Auditor in the Secretarial Audit Report, the company in order to have a fair constitution of the Nomination and Remuneration Committee, as per Section 178 of the Companies Act, 2013 will appoint a non-executive director and adhere to the constitution.

In respect of the matter of comments made by the Secretarial Auditor, the Board of Directors is taking necessary steps to cure the issues.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors state that the company has complied with the applicable Secretarial Standards issued by the Institute of Company Sectaries of India i.e. SS-1, SS-2 and SS-4 respectively relating to ‘Meetings of the Board, its committees General Meetings and Board Report.

20. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure ”.

21. CORPORATE GOVERNANCE REPORT:

As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015, company is not falling under the same and the company has claimed exemption from Stock Exchange. Hence company has not submitted corporate governance report with the stock exchange for the period under review. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per the clarification issued by BSE dated 9^th May, 2019 the company need not to comply with the submission of Annual Secretarial Compliance report as does not falling under the criteria mentioned under regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015. The company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 vide letter dated 30^th May, 2019 to BSE.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as per the Regulation 34 of the SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015 is part of the Annual Report as “Annexure- D”.

23. EQUAL OPPORTUNITY TO EMPLOYEE:

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on “Prevention of Sexual Harassment” at the workplace. There were no cases reported under the said Policy during the year.

24. LISTING AT STOCK EXCHANGES:

The company is currently listed with the National Stock Exchange Emerge ITP. The Listing fees for the Year 2019

2020 has been paid to the Stock Exchanges.

25. OTHER DISCLOUSRES:

a) Change in Registered Office:

The Company has changed its registered office From Gf-35, Ground Floor,Omaxe Square, Plot No.14, Jasola, New Delhi to F-01, TDI Centre, Jasola, New Delhi for smooth and better convenience with effect from 10^th April, 2019.

26. DISCLOSURE OF OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER GROUP:

Sr. No.	Name of the Promoter	Nature of the Transaction	Amount
01	Ajai Rastogi	Remuneration	4,80,000

27. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (enforced w.e.f. December 01, 2015), the listed entities are required to make disclosure in the Annual Report about the details of share in Demat Suspense Account / Unclaimed Suspense Account. The details of the same are mentioned below:

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year	NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	NIL
Number of shareholders to whom shares were transferred from suspense account during the year	Nil
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	Nil
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares	Not Applicable

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellent support the Company has received from its workers, employees, customers, vendors and shareholders. They also express their sincere thanks to the Bankers and various State Governments for the valuable support extended to the Company.

Date: 30.05.2019	For, A B N Intercorp Limited
Place: New Delhi
	Sd/-	Sd/-
	Mr. Ajai Kumar Rastogi	Mr. Ajeet Kumar
	Managing Director	Director
	DIN:00322447	DIN : 00416478