ProgressImage ProgressImage
ABans Enterprises Ltd
Trading
BSE Code 512165 border-img ISIN Demat INE365O01010 border-img Book Value 13.41 border-img NSE Symbol N.A border-img Div & Yield % 0.08 border-img Market Cap ( Cr.) 174.72 border-img P/E 0 border-img EPS 0 border-img Face Value 10

Dear Members,

The Directors of your Company have the pleasure in presenting the Thirty Sixth Annual Report of your Company along with the Audited Financial Statements for the Financial Year Ended March 31, 2022.

1. FINANCIAL RESULTS

The Summary of the Company?s financial performance, both on a consolidated and standalone basis, for the Financial

Year ("FY") as compared to the previous FY 2020-21 is given below:

Particulars

Consolidated

Standalone

2021-22 2020-21 2021-22 2020-21
Total Income 2,89,631.24 4,07,549.01 6,049.30 8,601.31
Less: Expenditure including Deprecation 2,86,626.59 4,04,120.01 5,920.18 8,529.28
Profit before Tax 3,004.65 3,429.00 129.12 72.03
Provision for Taxation 103.46 39.89 31.65 26.37
Profit after Tax 2,901.19 3,389.11 97.47 45.66
Other Comprehensive Income 265.12 -126.61 2.22 -0.40
Total Other Comprehensive Income 3,166.31 3,262.49 99.69 45.26
Earnings Per Share (EPS) 20.80 24.30 0.70 0.33
Paid up Capital 1,394.98 1,394.98 1,394.98 1,394.98
Other Equity 19,052.08 17,794.92 432.44 346.70
Net Asset Value (Per Share) 146.58 137.56 13.10 12.49

2 FINANCIAL PERFORMANCE

Standalone

Standalone total income for the FY 2021-22 is ` 6,049.30 lakhs and ` 8,601.31 Lakhs for FY 2020-21. Further, there is an increase in EPS from ` 0.33 per share to ` 0.70 per share.

Consolidated

Consolidated total income for the FY 2021-22 is ` 2,89,631.24 lakhs and ` 4,07,549.01 Lakhs for FY 2020-21. Further, there is an decrease in EPS from ` 24.30 per share to ` 20.80 per share.

CONSOLIDATED FINANCIAL STATEMENT

As per Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the FY 2021-22 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board").

The Consolidated Financial Statement together with the Auditors? Report is forming part of this Annual Report.

3. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY affairs of the Company has been given in Management Discussion & Analysis Report forming TheInformationonthe part of this Annual Report.

4. DIVIDEND

Board of Directors of the Company had declared Interim Dividend of ` 0.10 per equity share of ` 10/- each to the equity shareholders as on November 12, 2021.

Your directors recommend for confirmation of the Interim Dividend of FY 2021-22 at the ensuing annual general meeting.

Your directors do not recommend any further dividend for FY 2021-22.

5. TRANSFER TO RESERVES

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings.

6. SHARE CAPITAL

There were no changes in the Share Capital structureoftheCompanyduringthefinancialyear . underreview

During the year under review your Company did not undertake any buy-back of securities, issue of sweat equity or bonus shares. Further, the Company has not provided any Stock Option Scheme to the employees.

7. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2022 is uploaded on website of the Company at http://www.abansenterprises.com/Investor?SearchField=Annual%20Return

8. NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is annexed to this Report as "Annexure I"

9. DIRECTORS? RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

(c) They have taken proper and sufficient care for the with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the annual accounts on a going concern basis.

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

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. controls and compliance systems established and maintained by the Basedontheframeworkofinternalfinancial

Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the

Company?s internal financial controls were adequate and effective during financial year 2021-22.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Inductions to the Board

Following are the changes in the Board of Directors of the Company during the period under review:

? Mr. Kaushik Mehta (DIN: 08607881) was appointed as Non-Executive Director on July 26, 2021.

? Mr. Mulchand Darji (DIN: 07756481) was appointed as an Independent Director on July 26, 2021 for a period of five years, i.e till July 25, 2026.

(b) Resignation of Directors

? Mr. Naresh Sharma, resigned as an Independent Director on July 26, 2021.

? Mr. Kishore Mahadik, resigned as an Independent Director on July 26, 2021.

(c) Retire by Rotation

As per the provisions of the Companies Act, 2013, Mr. Shivshankar Singh (DIN: 07787861), the Non-Executive and

Non-Independent Director, whose office is liable to retire at the ensuing AGM, being eligible, seeks reappointment.

Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

The necessary resolution for re-appointment of Mr. Shivshankar Singh forms part of the Notice convening the ensuing AGM scheduled to be held on September 29, 2022. The profile and skills that qualify Mr. Shivshankar Singh for Board membership, are disclosed in the said Notice.

(d) Independent Directors? Declaration

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of

Independent Directors maintained with the Indian Institute of Corporate Affairs.

(e) Changes in KMP

? Mr. Nirbhay Vassa resigned as Chief Financial Officer of the Company w.e.f. July 08, 2021;

? Mr. Deepesh Jain resigned as Company Secretary and Compliance Officer w.e.f. August 26, 2021;

? Ms. Reshma Gwalani was appointed as Chief Financial Officer of the Company w.e.f. September 03, 2021;

? Mr. Shobhan Mandulla was appointed as Company Secretary and Compliance officer of the Company w.e.f.

September 03, 2021.

The Board places on record its appreciation for Mr. Nirbhay Vassa and Mr. Deepesh Jain for their invaluable contribution and guidance during the tenure as Chief Financial Officer and Company Secretary and Compliance

Pursuant to the provision of Section 203 of the Companies Act 2013, Mr. Abhishek Bansal, Chairman and Managing Director,

Ms. Reshma Gwalani, Chief Financial Officer and Mr. Shobhan

Key Managerial Personnel of the Company as on March 31, 2022.

11. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board were held during the year, the details of which are provided in the Corporate Governance Report, forming part of this annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

12. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017. In a separate meeting of independent directors, performance of Non-Independent Directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

13. AUDIT COMMITTEE

The Committee comprises Mr. Mulchand Darji (Chairman), Mr. Paresh Davda (Member) and Mrs. Punita Suthar (Member). The Committee met 6 (Six) times during the year under review, the details of which are given in the Corporate Governance Report forming part of this Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

14. AUDITORS i. Statutory Auditor

At the Annual General Meeting held on September 29, 2020, M/s. Paresh Rakesh & Associates (Firm Registration

No. 119728W) were appointed as Statutory Auditor of the Company for a period of five years i.e. till the conclusion of Annual General Meeting of the Company to be held in the year 2025. ii. Secretarial Auditor

M/s. S. P. date & Associates, Practicing Company Secretaries (CP No. 14247), was appointed as Secretarial Auditor of the Company for the F.Y. 2021-22. iii. Cost Auditor

Your Company is principally engaged into Trading. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

15. AUDIT REPORTS i. Statutory Auditor?s Report

The Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation, adverse comments or disclaimers. The notes to the Accounts referred to in the Auditors? Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013

ii. Secretarial Audit Report

The Secretarial Audit Report for F.Y. 2021-22 is annexed herewith as "Annexure II". The report does not contain any qualification, reservation, adverse comments or disclaimers.

16. INTERNAL AUDIT & CONTROLS

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has appointed M/s. R. Jangir and Co, Chartered Accountants, as an Internal Auditor of the Company for FY 2021-22 to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on a quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

17. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financialstatements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

18. RISK ASSESSMENT AND MANAGEMENT

The Company?s governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees handle and minimize these risks.

19. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As on March 31, 2022, your Company has 3 (three) subsidiaries and no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

(i) Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) is in the business of export and import of precious / semi precious stone studded, Gold and Silver Jewellery. The company also trades in debentures, securities and enters in to derivative contracts on recognized stock exchanges.

(ii) Abans Gems & Jewels Trading FZC (Formerly known as Abans Gems & Jewels Trading FZE) is primarily engaged in the business of import & export and Trading in Gold, Jewellery, pearls and precious stones.

(iii) Splendid International Limited is in the business of dealing in the precious metals.

During the financial year under review, the following companies ceased to the subsidiaries of your Company w.e.f. January 01, 2022:

(a) Abans Creations Private Limited;

(b) LifeSurge BioSciences Private Limited;

(c) Tout Comtrade Private Limited; and

(d) Zicuro Technologies Private Limited.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is annexed herewith as

"Annexure III" to the Board?s report.

The statement also provides details of the performance and financial position of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website http://www.abansenterprises.com/Investor?SearchField=Financial%20Statement%20of%20Subsidiaries.

Material Subsidiaries

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board of Directors has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said policy is available on the website of the Company and can be accessed at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies. Accordingly, Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) is material subsidiary of the Company.

Investment in Subsidiaries

During the year under review, there were no investments in Subsidiary Companies.

20. VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies.

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2022 and the same forms part of this Annual Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company?s website at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies.

During the year under review, all the related party transactions are entered on arm?s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR)

Regulations, 2015. There are no materially significant related party transactions made by the Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 – in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. All Related Party Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The details of the related party transactions entered into by the Company, in terms of Ind AS-24 are set out in Note to the financial statements forming part of this Annual Report.

23. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and has been appended as "Annexure IV" to the Board?s Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at compliance@abansenterprises.com

The Board of Directors affirms that the remuneration paid to Senior Management of the Company is as per the

Nomination and Remuneration Policy of the Company.

24. LISTING WITH STOCK EXCHANGES

Abans Enterprises Limited continues to be listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI). It has paid the Annual Listing Fees for the year 2022-23 to BSE & MSEI respectively.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO i. Conservation of Energy

a. The steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b. The steps taken by the Company for utilizing alternate source of energy – Company shall consider on adoption of alternate source of energy as and when the need arises.

c. The Capital Investment on energy conversation equipment – No Capital Investment yet.

ii. Technology absorption

a. The efforts made towards technology absorption. – Minimum technology required for Business is absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution

– Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)– Not Applicable.

? the details of technology imported;

? the year of import;

? whether the technology been fully absorbed;

? if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

d. The expenditure incurred on Research and Development – Not Applicable. e. Foreign Exchange Earnings and Outgo- During the year under review, there has been no earnings and outgo in foreign exchange.

26. DEPOSITS

During the financial year, Company has not accepted, invited and/or received any deposits from the public as defined under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Further, Company had not made any deposits in the earlier years and accordingly no amount was due for repayment for the financial year ended March 31, 2022.

27. BOARDS? COMMENT

The Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation, adverse comments or disclaimers. The notes to the Accounts referred to in the Auditors? Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

28. CHANGE IN THE NATURE OF BUSINESS, IF ANY

Your Company is engaged in the carry on the activities of trading, processing, broking and consulting in all kind of commodities, agricultural products, base metals, precious metals and stones and trading in commodities, shares and derivatives of all kind in electronic exchanges, there has been no change in nature of the business from the previous financial year.

29. ONE TIME SETTLEMENT AND VALUATION

During the year, the Company has not done any one time settlement for loans taken from banks or financial institutions.

Thus Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014, is not applicable to the company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company does not fall under the criteria stated under Section 135 of the Companies Act, 2013 the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same no CSR initiative was undertaken by the Company.

31. INSOLVENCY AND BANKRUPTCY CODE, 2016

Your company does not fall under the applicability of Insolvency and Bankruptcy Code, 2016, no such incidents were reported in the financial year.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company was not in receipt of any complaint of sexual harassment. There are no pending complaints of sexual harassment.

33. HUMAN RESOURCES

Your Company considers people as its biggest assets and ‘Believing in People? is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

34. CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s S. P. Date & Associates., Practicing Company Secretaries (CP No. 14247), on compliance in this regards forms part of this Annual Report.

35. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies

Act, 2013.

36. OTHER REPORTS

Following reports have been prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors? Report

Corporate Governance Report

Management Discussion and Analysis Report

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (‘SS?) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to Meetings of the Board and its Committees and General Meetings respectively, which have mandatory application during the year under review.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS and material orders passed by the Regulators or Courts or Tribunals impacting the going concern Therearenosignificant status and Company?s operations in future.

39. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financialyear ofthecompanytowhichthefinancialstatements relate and the date of the report.

40. CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company?s objectives, projections, estimates and expectations may constitute ‘forward looking statements? within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

41. ACKNOWLEDGEMENTS

Your Directors would like to express a deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staffs and workers of the Company. The Directors express their gratitude towards each one of them.

For and on behalf of the Board
For Abans Enterprises Limited
Sd/-
Abhishek Bansal
(Chairman and Managing Director)
DIN: 01445730
Place: Mumbai
Date: August 11, 2022

   

×
Let's Chat
close
refresh