Directors Report of ABM International Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 41st Annual Report of the company together with the financial statements, for the year ended on 31st March 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

During the Financial Year 2023-2024, The Financial position of the Company is as under:

(Rs. in lakhs

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
	Standalone		Consolidated
Turnover	9364.37	8537.33	9364.37	8537.33
Profit before depreciation	-455.42	-872.40	-455.42	-872.40
Depreciation	3.90	4.84	3.90	4.84
Net Profit after depreciation	-459.32	-877.24	-459.32	-877.24
Provision for taxation (Net)	116.37	208.68	116.37	208.68
Net Profit (Loss) for the year after tax	-342.95	-668.56	-342.95	-668.56
Share of Profit/(loss) Associates	—	—	1.85	-1.34
Surplus brought forward from previous year	40.52	709.08	426.38	1096.27
Surplus available for Appropriation	-302.43	40.52	85.27	426.38
Proposed Dividend	—	—	—	—
Tax on proposed dividend	—	—	—	—
Balance carried over to next year	-302.43	40.52	85.27	426.38

KEY HIGHLIGHTS

The turnover of the Company in year 2023-2024 has increased to Rs. 93.64 Crores as against Rs 85.37 Crores in the previous year 2022-2023, resulting in increase of 9.68 %.

However in the year 2023-24, the company has reduced its losses and incurred loss of Rs. 3.43 Crore as compared to loss of Rs. 6.69 Crore in the previous year 2022-23.

The Earning per share (EPS) for the year is Rs. -3.65 per share as compared to Rs -7.11 per share in the previous year.

DIVIDEND:

The Directors have not recommended any dividend for this financial year.

RESERVES:

Taking into account overall financial performances of the Company, your Directors have not transferred any amount to General Reserve Account.

STATE OF COMPANY’S AFFAIR:

The company is primarily engaged in import of plastic raw materials and has continued with this business in the current year also. Your board is hopeful that during the current year your company will do better.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, no changes have occurred in the nature of the Company’s business.

SHIFTING OF REGSITERED OFFICE OF THE COMPANY

After the end of the financial year, the Company has shifted its Registered Office Address from 10/60, Industrial Area, Kirti Nagar New Delhi-110015 to its Own premises at 37 DLF, Industrial Area, Kirti Nagar New Delhi-110015 w.e.f. July 3, 2024.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-2024.

SECRETARIAL STANDARD:

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

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website http://www.abmintl.in.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

As on March 31,2024, the Company has only one Associate Company i.e. M/s Prisha Promoters Private Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its Associate Company. The Company holds 49.64% equity in Prisha Promoters Private Limited and posted a Net Profit of Rs 3.72 Lakhs during the year ended March 31,2024.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s Subsidiaries’, Associates’ and Joint Ventures in Form AOC-1 is attached as “Annexure A”.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loan, any guarantee and security in connection with a Loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS AND AUDITORS’ REPORT:

(1) STATUTORY AUDITORS:

The Report given by M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration No: 302113E), Statutory Auditors on the financial statements of the Company for the Financial year 2023-2024 is part of Annual Report. The Notes on financial statements referred to in Auditor’s Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for F.Y. 2023-2024.

(2) SECRETARIAL AUDITORS:

a. Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Mohit Mehta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2024. The Secretarial Audit Report is annexed as “Annexure B”.

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

b. The secretarial Auditor of the company M/s Mohit Mehta & Associates has issued a certificate that none of Director on the Board of the Company have been Debarred or disqualified from being appointed or continuing as a directors of the Companies by the board/Ministry of Corporate Affairs or any such statutory authority.

(3) INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company is required to have Internal Auditor. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Pawan N. Gupta & Associates as the Internal Auditor of the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board’s Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31 st March, 2024 was 9.408 Crores. During the year under review, the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company’s website at https://www. abmintl.in.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i) The steps taken or impart on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.

(i) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL.

(ii) The benefits derived: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) The expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo-

S. No.	Particulars	2023-2024	2022-2023
1.	Foreign Exchange Earning	NIL	NIL
2.	Foreign Exchange Outgo	NIL	NIL
3.	F.O.B. Value of Exports	NIL	NIL
4.	C.I.F Value of Imports	8829.28	9532.79

CORPORATE SOCIAL RESPONSIBILITY:

As the Company had incurred losses in terms of section 198 of the Act during the last financial years, accordingly, as per Section 135 of

the Act, the Company was not required to spend any amount towards CSR activities during the financial year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the

Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act,

2013.

a) Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Mr. Kawaljit Singh Bhatia (DIN: 02024597) Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment.

b) Mr. Suresh Singh Rana (DIN: 02777361) will complete his second consecutive term as an Independent Director of the Company and cease to be an Independent Director of the Company from closing hours of September 25, 2024. Further, he is proposed to be appointed as a Non-Executive Non-Independent Director of the Company w.e.f. September 26, 2024, subject to approval granted by the shareholders in the AGM.

c) Mr. Harvinder Singh (DIN: 10693751) was appointed as additional and independent directors with effect from September 1,2024. A resolution seeking shareholders’ approval for his appointment forms a part of the Notice.

d) Mr. Karan Malik (DIN: 01404829) was appointed as additional and independent directors with effect from September 1, 2024. A resolution seeking shareholders’ approval for his appointment forms a part of the Notice.

e) As per the provisions of Sections 196, 197 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mrs. Sangeeta Gandhi was re-appointed as Whole-Time Director of the Company for a period of 3 years w.e.f 1st October, 2024 subject to approval in this Annual General Meeting.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are- Mr. Rajneesh Gandhi, Managing Director, Mr. Vishwanatha Mahalingam, Chief Financial Officer and Mr. Amit Kumar, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Five (5) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 8th February, 2024, wherein the performance of the Non-independent directors including Chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Director’s obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee Meetings.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company www.abmintl.in .

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-2024 in the prescribed format, Form AOC-2 has been enclosed with the report as “ANNEXURE C”.

RISK MANAGEMENT POLICY:

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as “ANNEXURE D”.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate report on Corporate Governance along with Auditor’s Certificate on its compliance is annexed to this report “ANNEXURE E”.

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

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31,2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31,2024 such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended March 31,2024.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.

By order of the Board of Directors of ABM INTERNATIONAL LIMITED

SANGEETA GANDHI RAJNEESH GANDHI

Date: 24th August, 2024 (WHOLE-TIME DIRECTOR) (MANAGING DIRECTOR)

Place: New Delhi DIN:00265593 DIN: 00244906

---

Mar 31, 2023

The Directors have pleasure in presenting the 40th Annual Report of the company together with the financial statements, for the year ended on 31st March 2023.

Your Directors express their profound grief on the sad demise of Mr. Virender Kumar Gandhi, the beloved Chairman and Managing Director of the Company, on 28th November, 2022 and pay glowing tributes to his vision and entrepreneurial spirit and for the immense contribution made by him for the establishment and growth of the Company from a small business into golden import/ export house.

Mr. Virender Kumar Gandhi, a man far ahead of his times, epitomised the dauntless entrepreneurial spirit. Acclaimed as the top businessman of the twentieth century and lauded for his dynamic, pioneering and innovative genius, his success story fired the imagination of the younger generation of Indian entrepreneurs, business leaders and progressive companies.

FINANCIAL PERFORMANCE OF THE COMPANY:

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

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

KEY HIGHLIGHTS

During the period under review, the turnover of the Company in year 2022-2023 has decreased to Rs. 85.37 Crores as against Rs126.98 Crores in the previous year 2021-2022, resulting in a decline of 32.76 %. The company has incurred loss of Rs. 6.69 Crore in the year 2022-2023 as compared to profit of Rs. 1.38 Cr in the previous year 2021-2022.

The Earning per share (EPS) for the year is Rs. -6.70 per share as compared to Rs 1.71 per share in the previous year.

DIVIDEND:

The Directors have not recommended any dividend for this financial year.

RESERVES:

Taking into account overall financial performances of the Company, your Directors have not transferred any amount to General Reserve Account.

STATE OF COMPANY’S AFFAIR:

The company is primarily engaged in import of plastic raw materials and has continued with this business in the current year also. Your board is hopeful that during the current year your company will do better.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, no changes have occurred in the nature of the Company''s business.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-2023.

SECRETARIAL STANDARD:

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

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website http://www.abmintl.in.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES:

As on March 31, 2023, the Company has only one Associate Company i.e. Prisha Promoters Private Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its Associate Company. The Company holds 49.64% equity in Prisha Promoters Private Limited and posted a net loss of Rs. 3.36 Lakhs during the year ended March 31,2023.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries'', Associates'' and Joint Ventures in Form AOC-1 is attached as “AnnexureA”.

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loan, any guarantee and security in connection with a Loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS AND AUDITORS’ REPORT:(1) STATUTORY AUDITORS:

M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N), were appointed as the Statutory Auditors for a period of five years commencing from the conclusion of the 35th Annual General Meeting until the conclusion of the 40th Annual General Meeting. Accordingly, M/s. Rajan Goel & Associates will be completing their term of five years at the conclusion of the forthcoming Annual General Meeting.

The company is proposing to appoint M/s. Salarpuria & Partners (Firm Registration No. 302113E), Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting.

M/s. Salarpuria & Partners is a leading professional services firm engaged in the field of audit, taxation, risk and transaction advisory services.

M/s. Salarpuria & Partners, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141 (3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommend the appointment of M/s. Salarpuria & Partners, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting.

The Board places on record its appreciation for the services of M/s. Rajan Goel & Associates, Chartered Accountants, during their tenure as the Statutory Auditors of your company.

The Report given by M/s. Rajan Goel & Associates, Chartered Accountants (Firm Registration No: 004624N), Statutory Auditors on the financial statements of the Company for the Financial year 2022-2023 is part of Annual Report. The Notes on financial statements referred to in Auditor''s Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for F.Y. 2022-2023.

(2) SECRETARIAL AUDITORS:

a. Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Mohit Mehta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2023. The Secretarial Audit Report is annexed as "Annexure B”.

The Secretarial Audit Report for the financial year ended 31st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

b. The secretarial Auditor of the company M/s Mohit Mehta & Associates has issued a certificate that none of Director on the Board of the Company have been Debarred or disqualified from being appointed or continuing as a directors of the Companies by the board/Ministry of Corporate Affairs or any such statutory authority.

(3) INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company is required to have Internal Auditor. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Pawan N. Gupta & Associates as the Internal Auditor of the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board''s Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2023 was 9.408 Crores. During the year under review, the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at https://www. abmintl.in.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i) The steps taken or impart on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.

(iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL.

(ii) The benefits derived: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) The expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo-

S. No.	Particulars	2022-2023	2021-2022
1.	Foreign Exchange Earning	NIL	NIL
2.	Foreign Exchange Outgo	NIL	NIL
3.	F.O.B. Value of Exports	NIL	NIL
4.	C.I.F Value of Imports	9532.79	10404.54

CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

On account of sad demise of Mr. Virender Kumar Gandhi, Managing Director and Chairman of the Company, he ceased to be a Director of the Company w.e.f. November 28, 2022.

The Board of Directors of the Company, On the basis of recommendation of the Nomination and Remuneration Committee, have approved the :

Appointment of Mr Rajneesh Gandhi (DIN: 00244906), as Director and Managing Director of the Company for a period of 3 (three) years effective December 9, 2022, not liable to retire by rotation.

The above appointment was approved by the Shareholders through Postal Ballot on February 21,2023.

In compliance with Section 152 of the Companies Act, 2013, Mrs Sangeeta Gandhi (DIN : 00265593) retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are- Mr. Rajneesh Gandhi, Managing Director, Mr. Vishwanatha Mahalingam, Chief Financial Officer and Mr. Amit Kumar, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Nine (9) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION:

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 7th March, 2023, wherein the performance of the Non-independent directors including Chairman was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfilment of Director''s obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee Meetings.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee under Section 177(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company www.abmintl.in .

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2022-2023 in the prescribed format, Form AOC-2 has been enclosed with the report as “ANNEXURE D”.

RISK MANAGEMENT POLICY:

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013. During the year under review, the Company did not receive any complaint.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as “ANNEXURE E”.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to this report “ANNEXURE F”.

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

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended March 31, 2023 such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended March 31,2023.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.

---

Mar 31, 2016

To,

The Members,

ABM International Limited

The Directors are pleased to present their report on the affairs of the Company Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS	CURRENTYEAR 2015-2016 (Rs.)	PREVIOUS YEAR 2014-2015 (Rs.)
Turnover	108,21,75,630	155,94,55,870
Profit before depreciation	135,05,435	126,71,679
Depreciation	19,72,281	20,83,673
Net Profit after depreciation	115,33,153	105,88,005
Provision for taxation (Net)	(39,19,987)	(39,99,877)
Net Profit(Loss) for the year after tax	76,13,166	65,88,128
Surplus brought forward from previous year	10,77,57,506	10,18,06,155
Surplus available for Appropriation	11,53,70,672	10,83,94,283
Appropriation General Reserve	—	—
Proposed Dividend	(4,90,000)	—
Tax on proposed dividend	(99,754)	—
Additional Depreciation pursuant to change in lives of Assets as per Companies Act, 2013	--	(6,36,777)
Balance carried over to next year	11,47,80,918	10,77,57,506

KEY HIGHLIGHTS

The turnover for the year under review has decreased to Rs. 108.22 Cr. in 2015-16 as against Rs. 155.95 Cr. in 2014-15, resulting in a decline of 30.60%. However, the Net Profit for the year increased to Rs. 76.13 Lakhs in 2015-16 from Rs. 65.88 Lakhs in the previous year.

The Earning per share (EPS) for the year is Rs.3.88 per share as compared to Rs 3.36 per share of the previous year.

DIVIDEND

Your Directors in their meeting held on 28^th May, 2016, have recommended dividend of Rs. 0.25 per Equity Share for the Financial Year ended March 31, 2016. The total Dividend appropriation for the financial year 2015-16 is Rs. 4,90,000. The dividend payout is subject to approval of members at the ensuing Annual General Meeting to be held on 20^th September, 2016 and will be paid on and from September 21, 2016.

The Register of Members and Share Transfer Books will remain closed from 19^th September, 2016 to 20^th September, 2016 for the purpose of payment of the final dividend for the financial year 2015-16.

The dividend will be paid to members whose name appear in the Register of members of the Company, as at the close of business hours on September 20, 2016 after giving effect to all valid transfers in physical form lodged with the Company and/or its Registrar and Transfer Agent; and

In respect of shares held in electronic form, to all beneficial owners as per the details furnished by NSDL and CDSL at the close of business hours on September 20, 2016.

TRANSFER TO RESERVES

During the year under review, the company has not transferred any amount to the General Reserve.

DEPOSITS

Your Company has neither accepted nor received any fixed deposits which were outstanding as of the Balance Sheet date. STATE OF COMPANY''S AFFAIR

The company is primarily engaged in import of plastic raw materials and has continued with this business in the current year also. The decline in the sales is due to unfavourable domestic demands and high global prices. Your board is hopeful that during the current year your company will do better.

LISTING STATUS

Company had applied for the Listing of 19,60,000 equity shares of Rs. 10/- each of the Company, in conformity of listing requirement of the National Stock Exchange of India Limited (NSE) and executed a fresh listing agreement with NSE with the approval of Board of Directors at their meeting held on 27^th January, 2016. The Company received the letter of approval for listing of shares on June 14, 2016 and the shares are now admitted for dealing and trading on the exchange w.e.f. June 14, 2016 as per the details given below:

Sr.	Description of	Symbol	No.	Distinctive Number	Mkt
No.	Security		of Securities	Range	Lot
1	Equity Shares of Rs. 10/- each	ABMINTLTD	1960000	1 to 1960000	1

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year under review.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 (eight) times during the Financial Year 2015-16, on 18^th May, 19^th June, 9 ^th July, 30^th July, 24^th September, 28^th October and 18^th November in the year 2015 and 27^th January in the year 2016.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

During the year Mr. Sunil Gupta was appointed as Additional Director w.e.f. 24^th September, 2015, based on the recommendations of the Nomination and Remuneration Committee, who shall hold office upto the date of ensuing Annual General Meeting.

Mr. Kawaljit Singh Bhatia who ceased to be a Director on the Board w.e.f. 24^th September, 2015, as per section 161 of the Companies Act, 2014 was further appointed as Additional Director w.e.f. 28^th October, 2015, based on the recommendations of the Nomination and Remuneration Committee of the Company, who shall hold office upto the date of ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Mrs. Sangeeta Gandhi would retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for approval of the members in the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Virender Kumar Gandhi, Managing Director, Mrs. Sangeeta Gandhi, Whole Time Director and Chief Financial Officer and Ms. Puneeta Ahuja, Company Secretary. There has been no change in the Key Managerial Personnel during the year.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149 of the Companies Act, 2013, Mr. Suresh Singh Virendranath Rana and Mr. Mannapra Sundara Venkateswaran were appointed as independent directors at the annual general meeting of the Company held on September 19, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A attached to this Report.

AUDITORS & AUDITORS REPORT

Statutory Auditors

M/S Salarpuria & Partners, Chartered Accountants, are eligible for reappointment to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. A written declaration has already been received from them that, if appointed, their re-appointment will be within the limits specified under Section 141.of the Companies Act, 2013. Accordingly, the Board recommends their reappointment at this AGM.

Auditors Report does not contain any observation(s)/qualification(s), hence same does not call for any explanation. The Auditors'' Report is enclosed with the financial statements in the Annual Report.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of the Board, appointed Shri Rupinder Singh Bhatia (PCS No. 2514), Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2015

16, as required under Companies Act, 2013. The Secretarial Audit Report forms part of the Annual Report Annexure B to the Board''s Report.

The Secretarial Audit Report contains a qualification that 5.86% of promoter''s shareholding as on 31.03.2016 is still in physical form which is in contravention to compliance of Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With reference to the above remark your management explains that due to certain procedural formalities there is delay in the process of dematerialization of such share. Further, the company shall comply with the requirement soon.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is attached and forms part of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of 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 disclosures. The Company''s Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of the Companies Act, 2013

The company has not made any loan, investment or guarantee under Sec 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One Thousand Crore or more or a net profit of Rupees Five Crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any related party transaction falling under sub-section (1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars of contracts/arrangements as required under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014) is provided in the Board Report in the form AOC 2 as Annexure C.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one Associate as on March 31, 2016. There is no Subsidiary or Joint Venture of the Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries, associates and joint venture companies in Form AOC-1 is attached as Annexure D.

PERFORMANCE AND CONTRIBUTION OF ASSOCIATE COMPANY COMPOSITION OF COMMITTEES Audit Committee

As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted Audit committee. The Company''s Audit Committee comprise of all the Independent Directors. All the members of the Committee have relevant experience in financial matters. The details of the composition of the Committee are set out in the following table:

S. No.	Name	Designation
1.	Mr. M. S. Venkateswaran	Chairman
2.	Mr. Suresh Singh Virendranath Rana	Member
3.	Mr. Kawaljit Singh Bhatia	Member

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act, 2013 your Company has Constituted Nomination and Remuneration committee. The Company''s Nomination and Remuneration Committee comprise of all non executive Independent Directors. The details of the composition of the Committee are set out in the following table:

S. No.	Name	Designation
1.	Mr. M. S. Venkateswaran	Chairman
2.	Mr. Suresh Singh Virendranath Rana	Member
3.	Mr. Kawaljit Singh Bhatia	Member

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain independence of the Board, and separate its function of governance and management. As on March 31, 2016, the Board consists of six members, two of whom are executive directors and four are non executive independent directors.

The Policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company website (www.abmintl.in). There has been no change in the policy since the last financial year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, as approved by Board on recommendation of Audit Committee and the same is uploaded on the company''s website www.abmintl.in. There has been no change during the financial year 2015-16 to the Policy adopted by the company.

FORMAL ANNUAL EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees'' effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and expressed its satisfaction.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having paid up equity share capital not exceeding Rs. ten Crore and net worth not exceeding Rs. twenty five Crore, as on the last day of the previous financial year. The Company is covered under the limit as prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not require to comply with the said provisions.

PRTICULARS OF EMPLOYEES

Information required with respect to Section 197(12) of the Companies Act, 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review___

Name of Director / KMP	Ratio of Remuneration of each Director to median remuneration of Employees		Percentage increase in Remuneration
Mr. Virender Kumar Gandhi (MD)	14.3	1	-.
Mrs. Sangeeta Gandhi (WTD & CFO)	2.7	1	-
Mr.Suresh Singh Virendra Nath Rana (Director)	0.0060	1	-
Mr. M. S. Venkateswaran (Director)	0.010	1	-
Mr. Kawaljit Singh Bhatia (Additional (Director)	0.0075	1	-
Mr. Sunil Gupta (Additional Director)	0.0045	1	-
Ms. Puneeta Ahuja (Company Secretary)	-		10

(ii) The Median Remuneration of Employees is Rs. 3, 32,400 and Rs. 3, 01, 290 in year 2016 and 2015 respectively. The percentage increase in the median remuneration of Employees for the financial year 2016, as compared to year 2015 is 10.36%.

(iii) The Company has 8 permanent Employees on the rolls of Company as on 31st March, 2016.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average percentage increase made in the salaries of total employees other than the Key Managerial Personnel for Financial year 2016 was around 10 % in the last financial year, while the average increases in the remuneration of the Key Managerial Personnel (Company Secretary) was10% in the last financial year. There was no increase in the Salaries of MD, WTD and CFO during the period 2015-16.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company The Company affirms remuneration is as per the remuneration policy of the Company.

Information required with respect to Section 197(12) of the Companies Act, 2013 Read With Rule5(2) OfThe Companies

(Appointment And Remuneration Of Managerial Personnel) Rules, 2014

Details of Employees in terms of remuneration drawn -

Employee Name	Designation	Gross Remuneration (Rs.)	Nature of employment	Qualification	Experience (in years)	Year of commencement of employment	Age	Last employment	% of Equity Shares	Weather employee is relative of Director or Manager
Mr. Virender Kumar Gandhi	Managing Director	47,53,723	Permanent	Graduate	54	1962	75	NA	40.19	Relative of Mrs. Sangeeta Gandhi (Whole Time Director)
Mrs. Sangeeta Gandhi	Whole Time Director	9,00,000	Permanent	Graduate	21	1996	43	NA	11.30	Relative of Mr.Virender Kumar Gandhi (Managing Director)
Mr. V. Mahalingam	Manager (Operations)	3,30,680	Permanent	Graduate	48	1985	67	NA	NIL	NIL
Mr. Sita Ram	Manager (Liaision)	3,33,200	Permanent	Graduate	20	2002	44	NA	NIL	NIL
Mr. Sushil Gambhir	Manager (Accounts)	3,28,800	Permanent	Graduate	15	2006	38	NA	NIL	NIL
Ms. Puneeta Ahuja	Company Secretary	2,41,895	Permanent	Graduate,CS	3	2014	29	NA	NIL	NIL
Mr. Vijay Kumar	Driver	1,92,107	Permanent	Metric	15	2004	49	NA	NIL	NIL
Mr. Ratneshwar Jha	Supervisor	1,46,869	Permanent	Metric	25	1995	56	NA	NIL	NIL

- The Company has 8 permanent employees on the rolls of Company as on 31st March, 2016.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION (A) Conservation of energy-

(i) the Steps taken or impart on conservation of energy :- NA

(ii) the Steps taken by the company for utilizing alternate sources of energy:- NA

Since your company does not have any factory or other thing where heavy power is used, therefore, no information is required to be given.

(iii) the Capital Investment on energy conservation equipments:- NIL

(B) Technology absorption

(I) the efforts made towards technology absorption:- NIL

(ii) the benefits derived:- NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)

S. No.	PARTICULARS	CURRENTYEAR	PREVIOUSYEAR
1.	Foreign Exchange Earnings	NIL	NIL
2.	Foreign Exchange Outgo	1012131	300223
3.	F.O.B. Value of Exports	NIL	NIL
4.	C.I.F. Value of Imports	1056568207	1551523552

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by the Company''s Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Company''s employees at all levels.

Place: New Delhi Virender Kumar Gandhi

Date : 28th July, 2016 Chairman and Managing Director

Registered Office: DIN No. 00244762

^{10/60, Industrial Are}^ ^{Kirti Na}g^an Resi. Add. : D-1/16, Vasant Vihar,

New Delhi-110057

Tel: [phone]

E-mail: abmintl@vsnl .com,

Website: www.abmintl.in

Corporate Identification Number

(CIN):L51909DL1983PLC015585