To the Members,

ABans Enterprises Limited

1. The Directors have pleasure in presenting the Thirty-Second Annual Report of the Company and Audited Standalone Financial Statements for the financial year ended 31^st March, 2018.

2. FINANCIAL RESULTS:

(Figures in Rs.)

3. STATE OF COMPANY’S AFFAIRS: The Company has total income of Rs. 69,72,37,248/- as compared to Rs. 62,82,90,004/- in the previous year. The total comprehensive income of the Company in the current year is Rs. 17,40,478/- as compared to Rs. 11,00,128/- in the previous year.

4. EXTRACT OF ANNUAL RETURN: The website of the Company where Annual Return referred to in sub-section (3) of Section 92 has been placed is www.abansenterprises.com.

5. NUMBER OF BOARD MEETINGS: The details of Board Meetings held during the financial year 2017-18 are as follows:

6. DIRECTOR’S RESPONSIBILITY STATEMENT: The Directors confirm in pursuance of Section 134 (3) (c) of the Companies Act, 2013, that:

i. the Company has, in the preparation of the annual accounts for the year ended 31^st March, 2018 followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii. 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 as at 31^st March, 2018 and of the profit of the company for financial year ended 31^st March, 2018;

iii. they have 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;

iv. the annual accounts have been prepared on a going concern basis;

v. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITOR: The Statutory Auditor of the Company M/s. Paresh Rakesh & Associates (FRN: 119728W) has reported that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

8. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013:

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

9. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION: The Company being a listed Company has constituted Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013.

It has appropriate mix of executive, non-executive and independent directors. As on 31^st March, 2018, the Company is having one executive director and four non-executive directors. Out of four of them, three are independent Directors and one woman non-executive director.

The policy of the Company on directors’ appointment and remuneration, including the 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 our website, at www.abansenterprises.com. 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.

10. AUDITOR’S REPORTS AND AUDITORS:

AUDITOR’S REPORT:

- The Auditors’ Report for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

- The Secretarial Auditors’ Report for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark. There is an observation raised by the Secretarial Auditor and the same is disclosed in the Secretarial Audit Report annexed to the Annual Report. The Secretarial Auditors’ Report is enclosed to the Board’s report in this Annual Report.

- As required by the SEBI Listing Regulations, 2015, the auditors’ certificate on corporate governance is enclosed to the Board’s report. The auditors’ certificate for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

AUDITORS OF THE COMPANY:

Statutory Auditors:

The Company at its Twenty-Ninth Annual General Meeting of the Company held on 29^th September, 2015, appointed M/s. Paresh Rakesh & Associates, Chartered Accountants (ICAI Firm Registration No.119728W), were appointed as Statutory Auditors of your Company for a term of five years i.e. from the conclusion of the Twenty-Ninth Annual General Meeting until the conclusion of Annual General Meeting of the Company to be held in the year 2020. In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors of the Company shall be placed for ratification at every Annual General Meeting. Accordingly, the Board of Directors based on the recommendation of Audit Committee recommends the ratification of appointment of M/s. Paresh Rakesh & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting. The Company has received a confirmation from M/s. Paresh Rakesh & Associates, Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company. The required resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of Members.

Secretarial Auditor:

As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Board has appointed M/s. S.N. Ananthasubramanian & Co., Practicing Company Secretaries as Secretarial Auditor for the financial year 2018-19.

The Secretarial Auditor for the financial year 2017-18 was M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013: The particulars of loans, guarantees or investments if any, under section 186 of the Companies Act, 2013 if any, form part of the financial statements.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES: All the related party transactions entered into by the Company during the financial year ended 31^st March, 2018 are at arm’s length and in the ordinary course of business. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions.

All the Related Party Transactions, if any, are placed on a quarterly basis before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.

Since all the related party transactions entered by the Company are at arm’s length and in the ordinary course of business and there were no material contracts or arrangements or transactions entered into during the financial year ended 31^st March, 2018 crossing the materiality threshold of 10% of the annual consolidated turnover of the Company

13. TRANSFER TO RESERVES: The Company has not transferred any amount to reserves.

14. DIVIDEND: In order to conserve the resources of the Company, your Directors do not recommend any dividend.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT: There were no material changes and commitments affecting the financial position between the end of the financial year and date of the report.

16. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED:

A. Conservation of Energy:

The Company is not into manufacturing business. However, the company is taking adequate measures to conserve electricity in office premises.

The steps taken or impact on conservation of energy - Guidelines are in place for employees for switching off the appliances which are not in use to save electricity.

i. The steps taken by the company for utilizing alternate sources of energy - NIL (The Company has only office premises which consumes electricity);

ii. The capital investment on energy conservation equipment’s - Investment is made on installing such equipment’s which consume less electricity;

B. Technology absorption:

The Company’s activities have just started and the Company will start implementing all the latest technology required for carrying the business.

i. The efforts made towards technology absorption - NIL

ii. The benefits derived like product improvement, cost reduction, product development or import substitution -NIL

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

- The details of technology imported - NIL

- The year of import - NIL

- Whether the technology been fully absorbed - NIL

- If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NIL

iv. The expenditure incurred on Research and Development - NIL

C. Foreign Exchange Earnings and Outgo : NIL

17. RISK MANAGEMENT POLICY: The Company has put in place a risk management framework. It enables to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed and to ensure adequate systems for risk management. It helps the Company to assure business growth with financial stability.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of Companies Act, 2013 is not applicable to the Company for the financial year ended 31^st March, 2018.

19. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board Evaluation for F.Y. 2017-18 was discussed by the Board and Nomination and Remuneration Committee at their meeting held on 21^st May, 2018.

20. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate or joint venture company during the financial year ended 31^st March, 2018.

21. CHANGE IN THE NATURE OF BUSINESS: There is no change in the nature of business during the financial year ended 31^st March, 2018.

22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR:

The composition of the Board of Directors and Key Managerial Personnel for the financial year ended 31^st March, 2018:

a. Mr. Abhishek Bansal - Chairman & Managing Director

b. Mrs. Shriyam Bansal - Non-Executive Director

c. Mr. Parantap Dave - Independent Director

d. Mr. Prabhulal Tataria - Independent Director

e. Mr. Avinash Gaur - Independent Director

f. Mr. Amitkumar Gupta - Chief Financial Officer

g. *Ms. Hetal Shah - Company Secretary

h. #Ms. Ruchi Trivedi - Company Secretary

The appointment of Mr. Avinash Gaur was regularized in the Annual General Meeting of the Company held on 29^th September, 2017.

*Ms. Hetal Shah resigned from the post of Company Secretary of the Company w.e.f. 11^th October, 2017.

#Ms. Ruchi Trivedi was appointed as Company Secretary of the Company w.e.f. 13^th December, 2017.

23. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: The Company has no subsidiary, joint venture or associate company or have become or ceased to be during the financial year ended 31^st March, 2018.

24. DEPOSITS: Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY: Your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company ensures orderly and efficient conduct of its business, 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.

26. RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN EMPLOYEES REMUNERATION: The details of remuneration in relation to median employee’s forms part of the Annual Report.

27. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:

The same is not applicable to the Company as the Company do not have any Subsidiary, Associate or joint venture Company during the financial year ended 31^st March, 2018.

28. SECRETARIAL AUDIT REPORT: The Secretarial Audit Report provided by the Secretarial Auditor M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary is annexed to the Board Report.

29. DISCLOSURE ABOUT COST AUDIT: The provisions relating to Cost Audit is not applicable to the Company.

30. COMPLIANCE WITH THE SECRETARIAL STANDARDS: The Company complies with all the applicable Secretarial Standards.

31. VIGIL MECHANISM: The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, violation of our Code of Conduct and ethics. The Company has proper procedure to deal with the said matters and investigate into the same. It also provides safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases.

32. COMPOSITION OF COMMITTEES: As on 31^st March, 2018, the Board has three committees: the audit committee, the nomination and remuneration committee and stakeholder relationship committee. All the committees comprised of members as required by the provisions of law.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which forms part of the Annual Report.

33. DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: The Company has not issued any ESOP or Sweat Equity shares during the financial year ended 31^st March, 2018.

34. DETAILS OF DIRECTORS LIABLE TO RETIRE BY ROTATION: As per the provisions of the Companies Act, 2013, Mrs. Shriyam Bansal, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks reappointment. The Board recommends her re-appointment.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year ended 31^st March, 2018.

36. LISTING ON STOCK EXCHANGES: The Company’s shares are listed on BSE Limited and Metropolitan Stock Exchange of India Limited.

37. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS: When new independent directors inducted on the Board, they attend an orientation program. There was no new appointment during the financial year ended 31^st March, 2018. Hence, no familiarization program was conducted during the financial year 2017-18. Further, at the time of appointment of independent director, the Company issues a formal letter of appointment and the same is available on the Company’s website www.abansenterprises.com

38. BOARD POLICIES: All the policies that are required to be formulated as per various provisions applicable to the Company is adopted and formulated by the Board.

39. GOODS AND SERVICES TAX (GST) .: Your Company successfully transitioned to the new GST legislation with effect from 1^st July, 2017. It has been a major transition for your Company from indirect tax compliance perspective, moving from the centralized compliance under an erstwhile service tax law to a statewide compliance under the GST law. A lot of thought work has undergone for final identification of applicable principles to determine taxability of the services with respect to the ‘place of supply’ and location of service provider and service recipient. Your Company was engaged with various stakeholders in the legislative authorities, industry associations among others in the process. The Company registered itself in the multiple States and is in compliance with the Statewide GST legislations in line with the provisions of the law. The Company has updated its systems and processes to ensure timely compliances of law in terms of submission of various monthly returns and payment of GST as per timelines in spite of concerns around readiness and systems speed issues of the GSTN website in the initial period.

The Company also engaged with the customers and vendors in a continuous communication to align interpretations as various provisions of the law were unfolded in order to ensure seamless transition to a new era. A lot of information with respect to the GSTN nos. of customers and vendors were also exchanged in the process to ensure uninterrupted business transactions.

40. CEO/CFO CERTIFICATION: In accordance with the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Abhishek Bansal, Managing Director and Mr. Amitkumar Gupta, CFO have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended 31^st March, 2018. The said certificate forms an integral part of the Annual Report.

41. INTERNAL COMPLAINT COMMITTEE: 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.

42. UDAY KOTAK COMMITTEE RECOMMENDATIONS: In June 2017, SEBI set up a committee under the chairmanship of Shri. Uday Kotak to advice on issues relating to corporate governance in India. In October 2017, the committee submitted a report containing its recommendations, which were considered by SEBI in its board meeting held in March 2018. On 9^th May, 2018, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 implementing majority of these recommendations effective from 1^st April, 2019 or such other date as specified therein. The Company will take necessary steps to ensure compliance by the effective date.

43. ANY OTHER INFORMATION: The former name of the Company i.e. Matru-Smriti Traders Limited is deleted as the time period of two years from the date of name change is completed as required under Companies Act, 2013. Thus, all the letter heads and required papers is revised to the present name only i.e. ABans Enterprises Limited.

44. ACKNOWLEDGMENT: Your Directors take this opportunity to thank the shareholders, bankers, business associates, financial institutions for their constant support and encouragement to the Company. We place on record our appreciation of the contribution made by our employees at all levels and their hard work and commitment.

For and on behalf of the Board of Directors

Abhishek Bansal Shriyam Bansal

Managing Director Director

DIN: 01445730 DIN: 03481102

Place: Mumbai

Date: 24^th August, 2018