Corporate Governance



General information about company

Scrip Code 000000
NSE Symbol ABMINTLLTD
MSEI Symbol NA
ISIN INE251C01025
Name of the entity ABM International Limited
Date of start of financial year 01-APR-2023
Date of end of financial year 31-MAR-2024
Reporting Quarter Yearly
Date of Report 31-Mar-2024
Risk management committee Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO Yes Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Rajneesh Gandhi AAPLG4909R 00244906 Executive Director Chairperson MD 13-Jun-1970 No Active NA 09-Dec-2022 20-Feb-2023 1 0 1 0
2 Mrs. Sangeeta Gandhi AAMPG3704B 00265593 Executive Director Not Applicable 17-Nov-1973 No Active NA 01-Apr-2009 01-Oct-2021 1 0 0 0
3 Mr. Mannapra Sundaraiye Venkateswaran AAYPV9155H 02154519 Non-Executive - Independent Director Not Applicable 08-Jun-1951 No Active NA 17-May-2014 26-Sep-2019 54.04 1 1 3 2
4 Mr. Sureshsingh Virendranath Rana ADKPR7019R 02777361 Non-Executive - Independent Director Not Applicable 25-Aug-1962 No Active NA 05-Jul-2014 26-Sep-2019 54.04 1 1 3 1
5 Mr. Premendra Ojha AAEPO5332M 02810137 Non-Executive - Independent Director Not Applicable 27-Jul-1961 No Active NA 11-Aug-2020 29-Sep-2020 43.2 1 1 3 0
6 Mr. Kawaljit Singh Bhatia ADTPB9103B 02024597 Non-Executive - Non Independent Director Not Applicable 01-Nov-1962 No Active NA 22-Oct-2016 16-Sep-2023 1 0 0 0



Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02154519 Mannapra Sundaraiye Venkateswaran Non-Executive - Independent Director Chairperson 17-May-2014
2 02810137 Premendra Ojha Non-Executive - Independent Director Member 11-Aug-2020
3 02777361 Sureshsingh Virendranath Rana Non-Executive - Independent Director Member 05-Jul-2014



Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02154519 Mannapra Sundaraiye Venkateswaran Non-Executive - Independent Director Chairperson 17-May-2014
2 02810137 Premendra Ojha Non-Executive - Independent Director Member 11-Aug-2020
3 02777361 Sureshsingh Virendranath Rana Non-Executive - Independent Director Member 05-Jul-2014



Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02777361 Sureshsingh Virendranath Rana Non-Executive - Independent Director Chairperson 05-Jul-2014
2 02154519 Mannapra Sundaraiye Venkateswaran Non-Executive - Independent Director Member 17-May-2014
3 00244906 Rajneesh Gandhi Executive Director Member 16-Jan-2023
4 02810137 Premendra Ojha Non-Executive - Independent Director Member 11-Aug-2020



Annexure 1

Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 28-Oct-2023 true 6 6 3
2 08-Feb-2024 102 true 6 5 3



Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 28-Oct-2023 true 3 3 3 0
2 Audit Committee 08-Feb-2024 102 true 3 3 3 0
3 Stakeholders Relationship Committee 28-Oct-2023 true 4 4 3 0
4 Stakeholders Relationship Committee true 4 4 3 0



Annexure 1

V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes
Disclosure of notes on related party transactions
Disclosure of notes of material transaction with related party



Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1

Sr Subject Compliance status
1 Name of signatory AMIT KUMAR
2 Designation Company Secretary and Compliance Officer



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1 Details of business Yes http://www.abmintl.in/Company-Profile.aspx
2 Terms and conditions of appointment of independent directors Yes http://www.abmintl.in/Terms-and-Conditions.aspx
3 Composition of various committees of board of directors Yes http://www.abmintl.in/Pdf_files/COMPOSITION_OF_VARIOUS_COMMITTEES.pdf
4 Code of conduct of board of directors and senior management personnel Yes http://www.abmintl.in/Code-of-Conduct.aspx
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes http://www.abmintl.in/Vigil-Mechanism.aspx
6 Criteria of making payments to non-executive directors Yes http://www.abmintl.in/Pdf_files/criteria-of-making-payments-to-non-executive-directors-converted.pdf
7 Policy on dealing with related party transactions Yes http://www.abmintl.in/Pdf_files/Related-party-transactions-Policy.pdf
8 Policy for determining 'material' subsidiaries Yes http://www.abmintl.in/Pdf_files/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf
9 Details of familiarization programmes imparted to independent directors Yes http://www.abmintl.in/Familiarization-Programmes.aspx
10 Email address for grievance redressal and other relevant details Yes http://www.abmintl.in/Company-Secretary-Compliance-Officer.aspx
11 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes http://www.abmintl.in/Company-Secretary-Compliance-Officer.aspx
12 Financial results Yes http://www.abmintl.in/Quartely-unaudited-results-March-22.aspx
13 Shareholding pattern Yes http://www.abmintl.in/ShareholdingPattern.aspx
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentations madeby the listed entity to analysts or institutional investors simultaneously withsubmission to stock exchange NA
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes http://www.abmintl.in/notice-newspaper.aspx
18 Credit rating or revision in credit rating obtained NA
19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year NA
20 Secretarial Compliance Report Yes http://www.abmintl.in/Annual_Secretarial_Compliance_Report.aspx
21 Materiality Policy as per Regulation 30(4) Yes www.abmintl.in/Pdf_files/policy-on-criteria-for-determining-materiality-of-events_Final.pdf
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes http://www.abmintl.in/Corporate-Directory.aspx
23 Disclosures under regulation 30(8) Yes http://www.abmintl.in/Resignation-Note.aspx
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA
25 Dividend distribution policy as specified in regulation 43A(1) NA
26 Annual return as provided under section 92 of the Companies Act, 2013 Yes http://www.abmintl.in/Annual_Return.aspx
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes http://www.abmintl.in/Important_Link.aspx
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes http://www.abmintl.in/Important_Link.aspx
Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility' 16(1)(b) & 25(6) Yes
2 Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E) Yes
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of directorship 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of nomination & remuneration committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) and 20(2A) Yes
23 Meeting of stakeholder relationship committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) NA
26 Meeting of Risk Management Committee 21(3A) NA
27 Quorum of Risk Management Committee meeting 21(3B) NA
28 Gap between the meetings of the Risk Management Committee 21(3C) NA
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5) ,(6) & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2),(3) Yes
32 Approval for material related party transactions 23(4) Yes
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) NA
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) NA
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) NA
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) NA
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) NA
44 Memberships in Committees 26(1) NA
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Disclosure of Shareholding by Non-Executive Directors 26(4) NA
47 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
48 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) NA
49 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2) NA
Any other information to be provided - Add Notes



Annexure II
1 Name of signatory AMIT KUMAR
2 Designation Company Secretary and Compliance Officer



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied NA
Any other information to be provided



Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.
Name
Designation
Place
Date