ABC India Ltd Directors Report.

Dear Shareholders,

Your Directors take pleasure in presen ng the 46th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2019.

Financial Results

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

Operations :

During the year under review, your Company has achieved a Total Revenue of Rs. 17699.46 lakhs which is 51.74% higher over the corresponding previous financial years total revenue of Rs. 11664.55 lakhs. The Companys EBIDTA was Rs. 959.70 lakhs as compared with previous year of Rs. 547.17 lakhs. The Profit after Tax worked out to Rs. 574.66 lakhs as compared to profit in the previous year of Rs. 88.51 lakhs.

Dividend:

To conserve the resources of the Company for short term and long term working capital requirements, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2019.

Transfer to Reserves:

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

Financial Statements:

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2018-19 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31 March, 2019.

Share Capital:

The Authorised Share Capital of your Company as on 31st March, 2019 stands at Rs. 10,00,00,000 (Rupees Ten Crores ) divided into 1,00,00,000 Equity Shares of F.V. Rs. 10/- each.

The Issued & Subscribed Share Capital of your Company as on 31st March, 2019 is Rs. 5,41,72,320 (Rupees Five Crores Fourty One Lakhs Seventy Two Thousand Three Hundred Twenty) divided into 54,17,232 Equity Shares of F.V. Rs. 10/- each.

Deposits:

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

Human Resources:

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

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

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

Directors and Key Managerial Personnel: i) Resignations:

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

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

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

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

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

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

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

Independent Directors Declaration:

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

Directors Responsibility Statement:

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

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

2. Appropriate accounting policies had been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on 31st March, 2019;

3. Proper and sufficient care had been taken, to the best of their knowledge and ability, 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;

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

5. 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

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their Reports:

(i) Statutory Auditors:

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

The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.

(ii) Cost Auditors:

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

(iii) Secretarial Auditor:

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

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

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

(iv) Internal Auditors:

M/s. Agarwal Maheswari & Co., M/s. Heena Akshay Agarwal & Co. and M/s. A.Singhi & Co., Chartered Accountants continued to be the Internal Auditors of the Company under the provision of Section 138 of the Companies Act, 2013 for conducting the internal audit of separate divisions of the Company for the financial year 2018-19.

Details Relating to Remuneration to Directors, Key Managerial Personnel and Employees:

The particulars and information of the Directors/employees 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 of your Company is attached as "Annexure-B" to this report.

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

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

The Companys operation involves no energy consumption.

  1. Technology absorption

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

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

(c) Foreign exchange Earnings and Outgo

During the year, the total foreign exchange earned was Rs. Nil ( Previous Year Rs. Nil) and the total foreign exchange used was Rs. 10,47,82,634/- (Previous Year Rs. 17,07,074/-).

Internal Audit & Controls:

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

Adequacy of Internal Financial Controls with Reference to the Financial Statements:

The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.

Code of Conduct for Prevention of Insider Trading:

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company. However, SEBI has amended certain provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 w.e.f. 1st April, 2019. Which were duly adopted by the Company and the Code of Conduct was revised accordingly. The aforesaid code of conduct for prevention of Insider Trading is duly placed on the website of the Company.

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

All transactions entered with related parties during the FY 2018-19 were on arms length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not required.

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

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

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

ii) Number of Board Meetings:

The Board of Directors met 4 (Four) times in the FY 2018-19. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Boards Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Chairman of the Committee.

Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boards Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure-C" to this report. The aforesaid information is available on the website of the Company at http://www.abcindia.com/mgt_9.pdf

v) Risk Analysis:

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

vi) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose. vii) Post Balance Sheet events:

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

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

Mr. Agarwal also contributed his leadership and participation in various chambers and associations. He served as President of Bharat Chamber of Commerce for two years from 1994 and also represented India at the International Labour Organization on behalf of the All India Organization of Employers. For 9 years from 2001 he was President of Calcutta Goods Transport Organization. Mr. Agarwal made invaluable contributions to society via his philanthropic activities. Bhoruka Blood Bank in Kolkata as well as other much needed projects were managed under his stewardship at Bhoruka Public Welfare Trust. He was actively involved with other NGOs such as Tagore Society, CINI, Hope Foundation and Rotary Club. He was an avid patron of the arts also.

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

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

Your Company does not have any subsidiaries, associates or joint ventures. ix) Evaluation of the Boards Performance:

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

Evaluation Criteria :

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

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

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 14th February, 2019.

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

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time). This Policy provides a framework and to set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Boards Report:

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

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xi) Vigil Mechanism (Whistle Blower Policy):

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

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

Details of establishment of the Vigil Mechanism have been uploaded on the Companys website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Boards Report. xii) Cost Records :

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

The 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.

Secretarial Standards:

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

Industrial Relations:

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

Companys Website:

The website of your Company, www.abcindia.com has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules 2014 and as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been displayed.

Corporate Governance:

Your Company strives to ensure that best Corporate Governance practices are consistently identified, adopted and followed towards ensuring sustainable growth of business thereby enhancing stakeholders value. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance.

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

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

Code of Conduct:

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

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

Management Discussions & Analysis Report:

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

Transfer of Amounts to Investor Education and Protection Fund:

Your Company have transferred the dividend for the F.Y. 2010-11 amounting to Rs. 3,50,043/- lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) on 30th November, 2018.

Listing of Securities in Stock Exchanges:

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

Significant & Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys Operations in future:

There have been no significant & material order passed by the Regulators/Courts/Tribunals impacting the going concern status and Companys operations in future.

Cautionary Note:

The statements forming part of the Directors Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

Acknowledgement:

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

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