abhijit trading company ltd share price Directors report

To,

The Members

Abhijit Trading Co. Limited

The Directors have pleasure in presenting before you the 41st Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2023.

FINANCIAL SUMMARY HIGHLIGHTS:

	(Rs.in Lakhs)	(Rs. in Lakhs)
Particulars	31st March, 2023	31st March, 2022
Total Income	49.406	54.945
Total Expenses	28.401	13.914
Profit/(Loss ) before Tax	21.005	41.031
Tax Expense:
Current Tax	5.718	10.570
Deferred Tax	(0.008)	(0.009)
Net Profit after Tax	15.294	30.470

1. STATE OF COMPANY AFFIARS:

During the financial year 2022-23, the Company has earned a total income of 49.406 (In Lakhs) against a total income of 54.945 (In Lakhs) in the previous year. The Company has earned a Net Profit of 15.294 (In Lakhs) against a profit of 30.470 (In Lakhs) in the previous year. The Directors are optimistic about future performance of the Company.

2. GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virus disease (COVID-19) on February 11, 2020. This pandemic continued to be a global challenge, creating disruption across the world. The pandemic overwhelmed Indias medical infrastructure. Company operations also remained affected due to restricted movement, disrupted supply lines and temporary shutdown of some customers locations.

Amid the pandemic, the Company launched a Vaccination drive for its employees to ensure their safety. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and he assured of their well-being. Our teams reacted with spread and efficiency, and quickly leveraged technology to shift the workforce to an entirely new "work-from-home" model. Proactive preparations were done in our work locations during this transition to ensure our offices are safe.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2022-23 referred in subsection (3) of Section 92 has been placed is mentioned below: http://www.abhijittrading.in/resource/Shareholding-Information/Annual_Return.aspx

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. DIVIDEND

No Dividend was declared during the year.

6. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

7. SHARE CAPITAL:

During the year ended 31st March, 2023, there was an increase in Authorized Share Capital of the Company from 1,50,00,000 to 10,50,00,000/-. The Paid-up Equity Share Capital as on 31st March, 2023 was 1,46,61,950/-. There has been no change in the Paid-up Equity Share Capital of the company during the year.

8. DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

9. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries, associated and joint venture companies of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, Mr. Akshay Khare who was appointed as the Company Secretary of the company resigned w.e.f from June 03, 2022 and thereafter Mr. Zubair Ansari and Mr. Dharmesh Kumar Jha was appointed as Company Secretary and Chief Financial Officer, respectively of the Company w.e.f. from August 17, 2022.

Mr. Luv Sharma and Mrs. Promila Sharma was appointed as an Additional Non-Executive Independent director of the company on October 13, 2022 subject to the approval of Shareholders, whose appointment was regularized by the shareholders at the Extra Ordinary General Meeting held on February 28, 2023.

Mr. Deepu Singh and Mr. Anil Directors of the Company resigned from their directorship w.e.f. from January 17, 2023.

Mr. Dharmesh Kumar Jha, Chief Financial Officer and Mr. Zubair Ansari, Company Secretary of the company resigned from their designation on 10th March, 2023 and 31st March, 2023 respectively citing personal reasons.

After closure of Financial Year 2022-23, Ms. Rajni Tanwar who was appointed as the director of the Company had resigned on 10th May, 2023 and on the same date, Mr. Bhupendra Kaushik was appointed as a Non-Executive Additional Independent Director of the company, subject to regularization of his appointment at the ensuing General Meeting of the company.

On 1st August, 2023, Mrs. Babita Jain (DIN: 00560562) was appointed as an Additional Director of the company, subject to regularization by the shareholders in the ensuing Annual General Meeting.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Ms.

Parul Agarwal, Practicing Company Secretary that none of the Companys Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure with Secretarial Auditor Report (MR- 3) to the Annual Report.

S. No	Name	Designation	Category	Occupation	Nationality
1	Virendra Jain	Managing Director	Promoter	Executive Director	Indian
2	Rajni Tanwar (Resigned on 10/May/2023)	Women Director	Independent	Non-Executive Director	Indian
3	Luv Sharma	Director	Independent	Non-Executive Director	Indian
4	Promila Sharma	Women Director	Independent	Non-Executive Director	Indian
5	Bhupendra Kaushik (Appointed on 10/May/2023)	Director	Independent	Non-Executive Director	Indian
6	Babita Jain (Appointed on 1/August/2023)	Additional Director	Promoter	Non-Executive Director	Indian

DIRECTOR RETIRE BY ROTATION:

Mr. Virendra Jain (DIN: 00530078), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years subject to reappointment and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for Familiarization of Independent Director is also placed on Website of the company i.e. www.abhijittrading.in respectively.

During the Year, One meeting of Independent Directors was held on October 17, 2022.

DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mrs. Promila Sharma and Mr. Luv Sharma are the Independent Directors of the Company as on March 31, 2023 and also as on date. The Company has received declarations from the Independent Directors to the effect that

(a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations")

(b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA

(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties

(d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. The details of the Familiarization Program for Independent Directors is available on the website of the Company.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Companys Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Companys website at the web-link http://www.abhijittrading.in/resource/Shareholding-Information/POLICY.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on 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 contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 203 of Companies Act, 2013 read with the Rules framed there under:

A. Mr. Virendra Jain, Managing Director
B. Mr. Akshay Khare, Company Secretary	(RESIGNED W.E.F 03/06/2022)
C. Mr. Zubair Ansari, Company Secretary	(APPOINTED W.E.F 17/08/2022)
D. Mr. Dharmesh Jha, CFO	(APPOINTED W.E.F 17/08/2022)
E. Mr. Dharmesh Jha, CFO	(RESIGNED W.E.F 10/03/2023)
F. Mr. Zubair Ansari, Company Secretary	(RESIGNED W.E.F 31/03/2023)

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Directors Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

• The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended March 31, 2023 on a going concern basis.

• 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.

• The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

12. MEETINGS:

(a) BOARD MEETINGS

The Board of Directors duly met (13) times during the Financial Year from April 01, 2022 to March 31, 2023. The dates on which meetings was held are 09/05/2022, 03/06/2022, 02/08/2022, 08/08/2022, 17/08/2022, 22/08/2022, 01/09/2022, 13/10/2022, 04/01/2023, 17/01/2023, 10/03/2023 16/03/2023 and 31/03/2023.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013. The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director	Designation	Category	Number of Board Meetings
			Directors entitled to attend	Directors attended	Attendanc e of Last AGM
Mr. Virendra Jain	Managing Director	Executive & Promoter	13	13	Yes
Ms. Rajni Tanwar	Woman Director	Non-Executive, & Independent Director	13	13	Yes
Mr. Anil	Director	Non-Executive, & Independent Director	10	10	Yes
Mr. Deepu	Director	Non-Executive, & Independent Director	10	10	Yes
Mr. Luv Sharma	Director	Non-Executive & Independent Director	5	5	No
Mrs. Promila Sharma	Woman Director	Non-Executive & Independent Director	5	5	No

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises Five Members during the year and the (08) Audit Committee meetings were convened and held.

Meetings of the Committee:

The Committee met 08 times dated on 08/04/2022, 09/05/2022, 20/06/2022, 07/08/2022, 03/09/2022, 13/10/2022, 17/01/2022, and 15/03/2023 during the financial year ended on March 31, 2023.

The Composition of audit committee and their attendance at the meeting are as under: -

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Anil	Chairperson till 17/01/2023	07	07
Deepu Singh	Member till 17/01/2023	07	07
Mr. Luv Sharma	Chairperson from 17/01/2023	01	01
Ms. Rajni Tanwar	Member	08	08
Mr. Promila Sharma	Member from 17/01/2023	01	01

(ii) NOMINATION &REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors. During the year Two Meeting of Nomination & Remuneration Committee Meetings was held.

Meetings of the Committee:

The Committee met 3 Times during the Financial Year- 2022-23 dated on 13/08/2022, 13/10/2022 and 17/01/2023. The Composition of Nomination & Remuneration Committee and their attendance are mentioned asunder: -

		No. of Meetings
Name of Members	Category/Designation	Members entitled to attend	Members attended
Anil	Chairperson till 17/01/2023	03	03
Deepu Singh	Member till 17/01/2023	03	03
Mr. Luv Sharma	Chairperson from 17/01/2023	0	0
Ms. Rajni Tanwar	Member	03	03
Mr. Promila Sharma	Member from 17/01/2023	00	00

The amended/ updated policy of nomination policy is also placed on website of the company i.e. www.abhijittrading.in respectively.

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year, Two (02) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 3 times on13/10/2022, 17/01/2023 and 15/03/2023 during the F.Y.-2022-23.The Composition Stakeholders Relationship committee and their attendance at the meeting are as under:-

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Anil	Chairperson till 17/01/2023	02	02
Deepu Singh	Member till 17/01/2023	02	02
Mr. Luv Sharma	Chairperson from 17/01/2023	01	01
Ms. Rajni Tanwar	Member	03	03
Mr. Promila Sharma	Member from 17/01/2023	01	01

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members. During the year two (2) Risk Management Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met 3 times on 05/7/2022, 01/11/2022 and 17/01/2023 during the F.Y.-2022-23. The Composition Risk Management committee and their attendance at the meeting are as under:-

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Anil Prakash	Chairperson till 17/01/2023	03	03
Mr. Deepu Singh	Member till 17/01/2023	03	03
Mr. Luv Sharma	Chairperson from17/01/2023	00	00
Ms. Rajni Tanwar	Member	03	03
Mr. Promila Sharma	Member from 13/01/2023	00	00

13. SHAREHOLDERS MEETING:

There is only Two Share Holders Meeting i.e. one is AGM (Annual General Meeting) has been held on 30thDay of September, 2022 at 02:00 P.M. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") and another is EGM (Extra Ordinary General meeting) has been held on 28th Day of February, 2023 at 12:15 P.M IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").

14. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

During the Financial Year, No Loan, Guarantees and Investments made by the company under section 186 of the Company Act, 2013. Details of Loans, Guarantees and investments, outstanding as on 31st March, 2023 are given in the notes to the financial statements.

15. INTERNAL FINANCIAL CONTROL SYSTEM:

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the

Members and others entitled thereto, excluding the said information on employees particulars. The said statement is also available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The amended/updated Whistle Blower Policy is available on the website of the Company i.e., www.abhijittrading.in.

18. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

c) Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

d) Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC).

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with Related Parties for the Financial Year 2022-23 is annexed herewith to the Financial Statements in Form No AOC -2.

20. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is not applicable to the Company as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is INR 1,46,61,950/- (One Crore Forty-Six Lakh Sixty-One Thousand and Nine Hundred Fifty Only) and Net worth is INR 9,36,08,271.13/- (Rupees Nine Crore Thirty Six Lakhs Eight Thousand Two Hundred Seventy One only) as on 31st March, 2023.

21. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the company as per the Regulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015 and annexed herewith marked as Annexure-I.

22. AUDITORS

(a) STATUTORY AUDITORS:

At 40th Annual General Meeting of the company held on 30th September, 2022, the members approved appointment of M/s Tiwari & Mishra, Chartered Accountants (Firm Registration No. 018393N) as Statutory Auditors of the Company to hold office for the period of 5 years from the conclusion of that AGM till the conclusion of the 45th AGM.

Therefore, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditors Report

The Auditor has given an audit report on the financial statements for the Financial Year 2022-23 and annexed herewith marked as Annexure-II.

• Statutory Auditors Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

(b) SECRETARIAL AUDITORS:

The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) as Secretarial Auditor to conduct the Secretarial Audit for the year 2022-23.

• Secretarial Auditor ‘s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

• Secretarial Auditor ‘s Observations

The observations made by Auditors with reference to notes to account are mentioned in the MR-3 in Annexure-III. The Board of Directors considered the matter and seeking to resolve the matter.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor of the Company for the financial year 2022-23.

• Internal Auditors Report

Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.

• Internal Auditors Observations

Internal Audit Report is Self-explanatory and need no comments.

23. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

24. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on Bombay Stock Limited (BSE) having nationwide trading platform.

25. PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2023.

Sr. No.	Name of Directors	Remuneration P.A.	Ratio to Median Remuneration of Employees
1.	Virendra Jain	NIL	NIL
2.	Luv Sharma	27,833	-
3.	Promila Sharma	22,833	-

Note: Sitting fees paid to Independent Directors but no salary or fees paid to Non-Executive Director of the company.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2022-23: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the payrol of the company as on 31stMarch, 2023 is 3.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

26. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE994N01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 97.083% of the Companys Paid-up Share Capital is in dematerialized form as on 31stMarch, 2023 and balance 2.917% is in physical form.

27. LISTING OF SHARES

The Company has listed 14, 66,195 Equity Shares of INR 10/- each on Bombay Stock Exchange (BSE).

28. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labor laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

29. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

30. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE COMPANIES ACT,

2013

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-23.

31. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

32. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-of during the year 2022-23:-

• No of complaints received	:	NIL
• No of complaints disposed off	:	N.A.

The policy is available on the website of the company i.e. www.abhijittrading.in.

34. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors Voluntarily comprising of Ms. Rajni Tanwar as Member, Mr. Luv Sharma, Independent Director as the Chairman of Committee and Mrs. Promila Sharma as Member on March 31, 2023, both are Independent Directors, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non-compliance if any, with the provisions of and requirements laid down under the applicable authorities.

35. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable in the Company.

36. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE

COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND

TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished: -

(a) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including waste generated: NA

(b) Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical knowhow from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(c) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings	31st March, 2023	31st March, 2022
Earnings in Foreign Currency (FOB Value of exports)	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

39. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

41. CODE OF CONUCT ON SEBI(PIT):

The Company has laid down a code of conduct for all Board members and senior management personnel. The

Code of Conduct is available at companys website http://www.abhijittrading.in/

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

43. GREEN INITIATIVES

This year too, Annual Report and the notice of the 41stAnnual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Big share Services Private Limited. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice. Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review. The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

		By order of Board of Directors of
		ABHIJIT TRADING CO.LTD.
Place: New Delhi	Virendra Jain	Babita Jain
Date: 29/08/2023	Managing Director	Director
	DIN: 00530078	DIN: 00560562