To the Members,
Abans Enterprises Limited
Your directors are pleased to present this the Thirty Seventh Annual
Report together with the Standalone and Consolidated Audited Financial Statements of the
Company for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The Companys financial performance for the financial year ended March
31, 2023 is summarized below:
| PARTICULARS |
STANDALONE (Rs. In Lakhs) |
CONSOLIDATED (Rs. In Lakhs) |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Revenue from Operations |
2,840.92 |
6,034.55 |
1,86,721.00 |
2,88,075.07 |
| Other income |
14.65 |
14.75 |
1,014.95 |
1,556.19 |
| Profit before Interest, Depreciation and Taxes |
333.77 |
381.46 |
2421.70 |
4282.69 |
| Less: Finance cost |
267.72 |
252.24 |
445.14 |
1033.62 |
| Less: Depreciation and amortisation expenses |
0.44 |
0.10 |
137.74 |
244.40 |
| Profit Before Tax |
65.61 |
129.12 |
1,838.82 |
3,004.67 |
| Less: Provision for Tax |
16.41 |
31.65 |
65.79 |
103.46 |
| Profit After Tax |
49.20 |
97.47 |
1,773.03 |
2,901.21 |
| Other Comprehensive Income / (Loss) |
(0.51) |
2.22 |
711.35 |
265.11 |
| (Net of Tax) |
|
|
|
|
| Total Comprehensive Income |
48.69 |
99.69 |
2,484.38 |
3,166.32 |
2. FINANCIAL PERFORMANCE
Standalone
During the year under review, the Company recorded standalone revenue
from operations of Rs. 2,840.92 Lakhs as compared to Rs. 6,034.55 lakhs in the previous
year. Profit before tax for the year under review was Rs. 65.61 lakhs as against Rs.
129.12 lakhs in the previous year. The profit after tax stood at Rs. 49.20 lakhs for the
year under review as compared to the profit after tax of Rs. 97.47 lakhs in the previous
year.
Consolidated
During the year under review, the Company recorded Consolidated revenue
from operations of Rs. 1,86,721.00 Lakhs as compared to Rs. 2,88,075.07 lakhs in the
previous year. Profit before tax for the year under review was Rs. 1,838.82 lakhs as
against Rs. 3,004.67 lakhs in the previous year. The profit after tax stood at Rs.
1,773.03 lakhs for the year under review as compared to the profit after tax of Rs.
2,901.21 lakhs in the previous year.
3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT
The financial statements of the Company for financial year ended March
31, 2023, on a standalone and consolidated basis, have been prepared in compliance with
the Companies Act, 2013 (the Act), applicable Accounting Standards and Schedule III of the
Act. The consolidated financial statements incorporate the audited financial statements of
the subsidiaries of the Company based on the effective ownership of the Company in such
subsidiaries.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year to which the financial
statements relate and the date of this Annual Report.
5. SHARE CAPITAL OF THE COMPANY
The Authorised Share capital of your Company as on March 31, 2023 was
Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 Equity Shares of
Rs. 10/- (Rupees Ten only) each. The Paid up Capital of your Company was 13,94,97,760/-
(Rupees Thirteen Crore Ninety Four Lakhs Ninety Seven Thousand Seven Hundred and Sixty
only) divided into 1,39,49,776 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid
up.
During the financial year under review, there was no change in the
Share Capital of the Company and has neither issued shares with differential voting rights
nor granted stock options or sweat equity shares.
6. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
The Information on the affairs of the Company has been provided in
Management Discussion & Analysis Report forming part of this Annual Report.
7. DIVIDEND
The Board of Directors of the Company had declared Interim Dividend of
Re. 0.10 (Ten paise) per equity share at the rate of 1% on 1,39,49,776 equity shares of
the face value of Rs. 10/- each for the financial year 2022-23. The Board of Directors do
not wish to declare final dividend for current year.
8 TRANSFER TO RESERVES
The Board of your Company do not wish to transfer any amount to the
General Reserves and retain the entire amount of profit under Retained Earnings.
9. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company for the financial year ended March 31, 2023 is uploaded on
website of the Company at
http://www.abansenterprises.com/Investor?SearchField=Annual%20Return
10. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy pursuant to Section 178 of the
Companies Act, 2013 and SEBI Listing Regulations, 2015 is uploaded on website of the
Company at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corpo-
rate%20Policies
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 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 accounts, the applicable
accounting standards have been followed and there are no material departures.
(b) They have 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 profit of the Company for that period.
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) They have prepared the annual accounts on a going concern basis.
(e) They have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively.
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory 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 financial year 2022-23.
In the opinion of the Directors, the Independent Directors appointed
since the close of the financial year under review are person of integrity and possess
necessary expertise (including proficiency) and requisite experience.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)
(a) Appointment, Re-appointment and Resignation of Directors:
Following were the changes in the Board of Directors of the Company
since the close of financial year under review:-
• Mr. Sanjiv Swarup (DIN: 00132716) was appointed as Additional
Independent Director on April 05, 2023 for a period of five years i.e. till April 04, 2028
subject to approval of shareholders. His appointment as Independent Director was confirmed
by shareholders through Postal Ballot on June 21, 2023;
• Mrs. Shardul Damani (DIN: 08511608) was appointed as Additional
Non-Executive Director on April 05, 2023 for a period of five years i.e. till April 04,
2028 subject to approval of shareholders. Her appointment as Non-Executive Director was
confirmed by shareholders through Postal Ballot on June 21, 2023;
• Mr. Kayomarz Sadri (DIN: 07889169) was appointed as Additional
Whole-time Director and Chief Executive Officer on July 12, 2023. He holds office upto the
date of the ensuing Annual General Meeting. The Company has received a notice in writing
from a member signifying Mr. Kayomarz Sadri to the office of Director.
• Dr. Anita Shantaram (DIN: 00786517) was appointed as Additional
Independent Director on July 24, 2023 for a period of five years i.e. till July 23, 2028
subject to approval of shareholders. She holds office upto the date of the ensuing Annual
General Meeting. The Company has received a notice in writing from a member signifying Dr.
Anita Shantaram to the office of Director.
• Mr. Mulchand Darji (DIN: 07756481) resigned as an Independent
Director with effect from March 31, 2023;
• Mr. Shivshankar Singh (DIN: 07787861) resigned as a
Non-Executive Director with effect from March 31, 2023;
• Mr. Paresh Davda (DIN: 08303849) resigned as an Independent
Director with effect from July 24, 2023;
• Mr. Kaushik Mehta (DIN: 08607881) resigned as Non-Executive
Director with effect from July 24, 2023;
(b) Director Retiring by Rotation:
As per the provisions of the Companies Act, 2013, Mrs. Shardul Damani
(DIN: 08511608), the Non-Executive and Non-independent director, is liable to retire at
the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.
Based on performance evaluation and the recommendation of the Nomination and Remuneration
Committee, the Board recommends her re-appointment.
The necessary resolution for re-appointment of Mrs. Shardul Damani
forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held
on September 27, 2023. The profile and particulars of experience, attributes and skills
that qualify Mrs. Shardul Damani for Board membership, are disclosed in the said Notice.
(c) Independent Directors Declaration:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as
independent directors of the Company. Further, in terms of Section 150 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have enrolled their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
(d) Changes in Key Managerial Personnel (KMP):
• Mr. Shobhan Mandulla resigned as Company Secretary and
Compliance Officer, w.e.f close of business hours of March 31, 2023;
• Ms. Reshma Gwalani resigned as Chief Financial Officer of the
Company w.e.f close of business hours of May 11, 2023;
• Ms. Deepika Gala was appointed as Company Secretary and
Compliance Officer of the Company w.e.f April 05, 2023;
• Mr. Anurag Kanwatia was appointed as the Chief Financial Officer
of the Company w.e.f July 24, 2023.
The Board places on record its appreciation for Mr. Shobhan Mandulla
and Ms. Reshma Gwalani for their invaluable contribution and guidance during their tenure
as Company Secretary and Compliance Officer and Chief Financial Officer, respectively.
13. NUMBER OF MEETINGS OF THE BOARD
4 (Four) meetings of the Board were held during the year, the details
of which are provided in the Corporate Governance Report, which forms a part of this
report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
14. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the SEBI on January 05, 2017.
In a separate meeting of independent directors, performance of
non-independent directors, the board as a whole and the Chairman of the Company were
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contributions and inputs in meetings,
etc.
At the board meeting that followed the meeting of the independent
directors and meeting of Nomination and Remuneration Committee, the performance of the
board, its committees, and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire
board, excluding the independent directors being evaluated.
15. AUDIT COMMITTEE
Pursuant to appointments and resignations of Directors, the composition
of Committee comprise as follows:
| Sr. No. Constitution upto March 31, 2023 |
|
Constitution w.e.f. April 05, 2023 |
|
| Name of Directors |
Designation |
Name of Directors |
Designation |
| 1. Mr. Mulchand Darji (Non-Executive Independent Director) |
Chairperson |
Mr. Paresh Davda (Non-Executive Independent Director) |
Chairperson |
| 2. Mr. Paresh Davda (Non-Executive Independent Director) |
Member |
Mrs. Punita Suthar (Non-Executive Woman Independent Director) |
Member |
| 3. Mrs. Punita Suthar (Non-Executive Woman Independent
Director) |
Member |
Mr. Kaushik Mehta (Non-Executive Director) |
Member |
Pursuant to further appointments and resignations in the Board, at the
Board meeting held on July 24, 2023, the Audit Committee was reconstituted and the
composition of the Audit Committee as on the date of this report is as follows:-
| Sr. No. Name of Directors |
Designation |
| 1. Dr. Anita Shantaram (Non-Executive Woman Independent
Director) |
Chairperson |
| 2. Mrs. Punita Suthar (Non-Executive Woman Independent
Director) |
Member |
| 3. Mrs. Shardul Damani (Non-Executive Director) |
Member |
The Committee met 4 (Four) times during the year under review, the
details of which are given in the Corporate Governance Report forming part of this Report.
All the recommendations made by the Audit Committee were accepted by
the Board of Directors.
16. NOMINATION AND REMUNERATION COMMITTEE
| Sr. No. Constitution upto March 31, 2023 |
|
Constitution w.e.f. April 05, 2023 |
|
| Name of Directors |
Designation |
Name of Directors |
Designation |
| 1. Mr. Paresh Davda |
Chairperson |
Mr. Sanjiv Swarup |
Chairperson |
| (Non-Executive Independent Director) |
|
(Non-Executive Independent Director) |
|
| 2. Mr. Mulchand Darji |
Member |
Mr. Paresh Davda |
Member |
| (Non-Executive Independent Director) |
|
(Non-Executive Independent Director) |
|
| 3. Mrs. Punita Suthar |
Member |
Mrs. Shardul Damani |
Member |
| (Non-Executive Woman Independent Director) |
|
(Non-Executive Director) |
|
Pursuant to further appointments and resignations at the Board meeting
held on July 24, 2023, the composition comprise as follows:-
| Sr. No. Name of Directors |
Designation |
| 1. Mr. Sanjiv Swarup (Non-Executive Independent Director) |
Chairperson |
| 2. Dr. Anita Shantaram (Non-Executive Woman Independent
Director) |
Member |
| 3. Mrs. Shardul Damani (Non-Executive Director) |
Member |
The Committee met 2 (Two) times during the year under review, the
details of which are given in the Corporate Governance Report forming part of this Report.
All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board of Directors.
17. STAKEHOLDERS RELATIONSHIP COMMITTEE:
00% cellpadding=2>
| Sr. No. Constitution upto March 31, 2023 |
|
Constitution w.e.f. April 05, 2023 |
|
| Name of Directors |
Designation |
Name of Directors |
Designation |
| 1. Mr. Mulchand Darji (Non-Executive Independent Director) |
Chairperson |
Mrs. Punita Suthar (Non-Executive Woman
Independent Director) |
Chairperson |
| 2. Mr. Abhishek Bansal (Chairman & Managing Director) |
Member |
Mr. Paresh Davda (Non-Executive
Independent Director) |
Member |
| 3. Mr. Paresh Davda (Non-Executive Independent Director) |
Member |
Mr. Abhishek Bansal (Chairman &
Managing Director) |
Member |
Pursuant to further appointments and resignations at the Board meeting
held on July 24, 2023, the composition comprise as follows:-
| Sr. No. Name of Directors |
Designation |
| 1. Mrs. Punita Suthar (Non-Executive Woman Independent
Director) |
Chairperson |
| 2. Dr. Anita Shantaram (Non-Executive Woman Independent
Director) |
Member |
| 3. Mr. Abhishek Bansal (Chairman & Managing Director) |
Member |
The Committee met 2 (Two) times during the year under review, the
details of which are given in the Corporate Governance Report forming part of this Report.
18. AUDITORS
i. Statutory Auditors
As per provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014 the members at the Annual General Meeting held on
September 29, 2020, appointed M/s. Paresh Rakesh & Associates (Firm Registration No.
119728W) as Statutory Auditor of the Company for a period of five years i.e. till the
conclusion of Annual General Meeting of the Company to be held in the year 2025.
M/s. Paresh Rakesh & Associates had furnished written confirmation
to the effect that they are eligible and not disqualified from acting as the Statutory
Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Act and
the Companies (Audit and Auditors) Rules 2014.
ii. Secretarial Auditor
Pursuant to the provisions of Section 204(1) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. S. P. Date & Associates, Practicing Company Secretaries (CP No.
14247), to undertake the Secretarial Audit of the Company for the financial year 2022-23.
iii. Internal Auditor
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee,
appointed M/s. Jain Chowdhary & Co, Chartered Accountants, Mumbai, as Internal Auditor
for the financial year 2022-23.
iv. Cost Auditor
Your Company is principally engaged into Trading business. Therefore,
Section 148 of the Companies Act, 2013 is not applicable to the Company.
19. AUDIT REPORTS
i. Statutory Audit Report
The Statutory Audit Report does not contain any qualification,
reservation, adverse comments or disclaimers. The notes to the Accounts referred to in the
Auditors Report are self-explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Companies Act, 2013.
ii. Secretarial Audit Report
The Secretarial Audit Report for Financial year 2022-23 is annexed
herewith as "Annexure I". The Report contains following qualification as
follows:-
The Board of Directors in its meeting held on 11/8/2022 passed a
resolution u/s 180(1)(a) of the Companies Act, 2013 for disinvestment in Splendid
International Ltd., Mauritius, a Wholly Owned Subsidiary of the Company. As required under
SEBI (LODR), 2015 an intimation thereof was given to the BSE and MSEI where the Equity
Shares of the Company are listed. However, the Company has failed to file the Board
resolution in Form MGT-14 on the MCA portal. As informed to us by the management the
proposed disinvestment transaction was not proceeded with.
Management response- The Board of Directors had in its meeting held on
11/08/2022 proposed to disinvest in Splendid International Ltd. Mauritius, a Wholly Owned
Subsidiary of the Company, by passing Board resolution u/s 180(1)(a) of the Companies Act,
2013 and intimated the same to BSE and MSEI accordingly. However, the Board subsequently
had withdrawn the decision of disinvestment of Splendid International Ltd and therefore,
did not seek shareholders consent for the same. It continued to remain the Wholly Owned
Subsidiary of the Company. Since, Company did not go ahead with the said disinvestment,
Company did not file form MGT-14 on MCA portal.
iii. Secretarial Audit Report of Material Subsidiaries
The Secretarial Audit Report of Abans Jewels Limited, material
subsidiary of the Company for Financial year 2022-23 is annexed herewith as "Annexure
II". The Report does not contain any adverse marks, qualification, reservation,
adverse comments or disclaimers.
iv. Internal Audit Report
The Internal Audit are carried on a quarterly basis to check the
internal controls and functioning of the activities and recommend ways of improvement and
Reports are placed every quarter before the Audit Committee and Board for review and
consideration.
20. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The Internal Financial Control
procedure adopted by the Company are adequate for safeguarding its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. During the year
under review, the Internal Financial Controls were operating effectively and no material
or serious observation has been received from the Auditors of the Company for inefficiency
or inadequacy of such controls.
21. RISK ASSESSMENT AND MANAGEMENT
The Companys governance structure has well-defined roles and
responsibilities, which enable and empower the Management to identify, assess and leverage
business opportunities and manage risks effectively. The Company has been on a continuous
basis reviewing and streamlining its various operational and business risks involved in
its business. Your Company also takes all efforts to train its employees from time to time
to handle and minimize these risks.
22. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
As on March 31, 2023, your Company has 2 (Two) subsidiaries and 1 (One)
step down subsidiary and no associate companies or joint venture companies within the
meaning of Section 2(6) of the Act.
The following are the subsidiary companies and description of their
main business activity:-
(i) Splendid International Limited is in the business of trading in
commodities.
(ii) Abans Jewels Limited (Formerly known as Abans Jewels Private
Limited) is in the business of trading and manufacturing including export and import of
precious / semi-precious stone studded gold and silver jewellery. The company also trades
in debentures, securities and enters in to derivative contracts on recognized stock
exchanges.
(iii) Abans Gems & Jewels Trading FZC (Formerly known as Abans Gems
& Jewels Trading FZE) is the subsidiary of Abans Jewels Limited and therefore, it is
step down subsidiary of the Company and is primarily engaged in the business of Gold
trading, import & export, Jewellery trading, pearls and precious stones trading.
The holding - subsidiary structure of your Company is explained through
diagram below:-
During the year, the Board of Directors reviewed the affairs of the
subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared the consolidated financial statements of the Company, which form part of this
Annual Report. Further, a statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format AOC-1 is annexed herewith as
"Annexure III" to the Boards report.
The statement also provides details of the performance and financial
position of each of the subsidiaries. In accordance with Section 136 of the Companies Act,
2013, the audited financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of each of its subsidiaries
are available on our website at
http://www.abansenterprises.com/Investor?SearchField=Financial%20Statement%20of%20Subsidiaries
Material Subsidiaries
As required under Regulation 16(1)(c) and 46 of the SEBI Listing
Regulations, the Board of Directors has approved the Policy on Determination of Material
Subsidiaries ("Policy"). The said policy is available on the website of the
Company and can be accessed at
http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies.
Accordingly, Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) and
Abans Gems and Jewels Trading FZC (AGJT) are material subsidiaries of the Company.
Investment in Subsidiaries
During the financial year under review, there were no further
investments in Subsidiary Companies.
23. WHISTLE BLOWER/ VIGIL MECHANISM POLICY
In pursuance of the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at
http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies
24. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made or guarantees or
securities provided and the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient of loan or guarantee or security pursuant to
Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial
Statements for the year ended March 31, 2023 and the same forms part of this Annual
Report.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions were entered into on arms length
basis, in the ordinary course of business and are in compliance with the applicable
provisions of the Companies Act, 2013. Contracts / arrangements / transactions which were
material, were entered into with related parties in accordance with the policy of the
Company on dealing with related party transactions. The Company had not entered into any
Contracts / arrangements / transactions with related parties which is required to be
reported in Form AOC-2 in terms of Section 134 (3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of the related party transactions as required under Indian
Accounting Standard (Ind AS) 24 are set out in the Notes to the financial statements.
Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Member on
material related party transactions with related parties including subsidiary companies,
group companies, promoters etc. are being proposed at the ensuing Annual General Meeting.
The Board recommends the said resolution for approval by the Members.
26. PARTICULARS OF EMPLOYEES
The information under Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming
part of this report and has been appended as "Annexure V" to the Boards Report.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection and any Member interested in obtaining a copy of the same may write to the
Company Secretary at compliance@abansenterprises.com.
The Board of Directors affirms that the remuneration paid to Senior
Management of the Company is as per the Nomination and Remuneration Policy of the Company.
27. LISTING WITH STOCK EXCHANGES
Abans Enterprises Limited continues to be listed on BSE Limited (BSE)
and Metropolitan Stock Exchange of India Limited (MSEI). The Company has paid the Annual
Listing Fees for the year 2023-24 to BSE & MSEI respectively.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
i. Conservation of Energy
a) The steps taken or impact on conservation of energy - The Operations
of the Company are not energy intensive. However, adequate measures have been initiated
for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of
energy - Company shall consider on adoption of alternate source of energy as and when the
need arises.
c) The Capital Investment on energy conversation equipment - No Capital
Investment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. - Minimum technology
required for Business is absorbed.
b) The benefits derived like product improvement, cost reduction,
product development or import substitution - Not Applicable.
c) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) - Not Applicable.
iii. The expenditure incurred on Research and Development - Not
Applicable.
iv. Foreign Exchange Earnings and Outgo - During the financial year
under review, there has been no earnings and outgo in foreign exchange.
29. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public which are covered
under sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, and as
such, no amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company
has framed and adopted the policy for Prevention of Sexual Harassment at Workplace.
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Your Company was not in receipt of any
complaint of sexual harassment. There are no pending complaints of sexual harassment.
31. CORPORATE GOVERNANCE:
Pursuant to SEBI Listing Regulations, the report on Corporate
Governance during the period under review with the Certificate issued by M/s S. P. Date
& Associates., Practicing Company Secretaries (CP No. 14247), on compliance in this
regards forms part of this Annual Report.
32. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its officers or employees, to the Audit
Committee under Section 143(12) of the Companies Act, 2013.
33. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulations 34(2) & (3) and Schedule
V of the SEBI Listing Regulations, the following have been made part of the Annual Report
and are attached to this Annual Report:
• Management Discussion and Analysis Report,
• Corporate Governance Report,
• Declaration on compliance with Code of Conduct,
• Certificate from Practicing Company Secretary that none of the
directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as director of companies, and
• Auditors Certificate regarding compliance of conditions of
Corporate Governance.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since, the Company does not fall under the criteria stated under
Section 135 of the Companies Act, 2013 the Company has not developed or implemented a
policy for Corporate Social Responsibility. In view of the same no CSR initiative was
undertaken by the Company.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of
India (SS1 and SS2), relating to Meetings of the Board and its Committees and General
Meetings respectively, which have mandatory application during the year under review.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Companys operations in
future.
37. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
During the financial year under review, no application was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor any such proceeding was pending at the end of the financial year under review.
38. VALUATION OF ASSETS
During the financial year under review, there was no instance of
one-time settlement of loans /financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
39. CAUTIONARY STATEMENTS
Statements in this Annual Report, particularly those which relate to
Management Discussion and Analysis as explained in the Corporate Governance Report,
describing the Companys objectives, projections, estimates and expectations may
constitute forward looking statements within the meaning of applicable laws and
regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the circumstances.
40. APPRECIATION
Your directors would like to place on record their sincere appreciation
for the continued co-operation, guidance, support and assistance extended during the
financial year under review by our Bankers, Authorities, Financial institutions,
Shareholders and Government agencies. The Board also wishes to express its appreciation
for the valuable contribution made by the employees at all levels during the financial
year under review.
|
For and on behalf of the Board |
|
Abans Enterprises Limited |
|
Sd/- Abhishek Bansal |
| Place: Mumbai |
(Chairman and Managing Director) |
| Date : July 24, 2023 |
DIN:01445730 |
+91-9892691696
