THE MEMBERS OFABHAYAM TRADING LIMITED

Your Directors present herewith the 29th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2017.

The financial highlights for the year under review are

as follows:

There were no disbursements during the year under review. The Company has continued its efforts for recovery of overdues.

On account of accumulated loss, your Directors are not in a position to recommend any Dividend.

DIRECTORS

Mr. JS Narayana , who retires by rotation and being eligible offers himself for re-election. A brief resume of the director retiring by rotation at the ensuing AGM, nature of his expertise in specific functional areas and the name of companies in which he holds directorshi p and/or membershi p /chairmanshi p of committees of the board as sti pulated under clause 49 of the listing agreement, is given in the section on Corporate governance elsewhere in the Annual report.

Report (MDAR)

a) Industry Structure and Developments:

Indian economy is likely to grow in the range of 6.75 to 7.5 per cent in 2017-18.. As regards the downside risks, cash ban (demonetisation) is likely to bring down the growth rate for 2016-17 to less than 7%.

b) Opportunities and Threats:

The Management of the Company discussed about the Strengths, Weakness, Opportunities and threats for the same.

c) Segment wise or Product wise performance:

The Company is concentrating on recovery of its old

Loans.

d) Outlook :

Prospects for the coming year remain uncertain.

e) Risk and areas of concern

Market and legal risks involved in recovery process are adequately addressed by the internal control systems and are continuously reviewed and monitored by a dedicated team of people.

f) Internal Control system and their adequacy:

The Company has adequate internal control procedures commensurate with the size of the company and the nature of business.

Mr.Subrahmaniya Sivam R.,Chartered Accountant, has been appointed to conduct Internal Audit and the findings and recommendations are placed before the Audit Committee of the Board regularly. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures and reports to the Board..

g) Vigil Mechanism /Whistle blower Policy.

As per Sec.177 (9) of Companies Act., and Rule 7 under Companies (Meetings of Board and its powers )Rules 2014,the Company has vigil mechanism policy to deal with fraud or mis-management if any, Details are given in Corporate Governance Report and also posted on the website.

h) Related Party Transactions:

There are no related party transactions during the

year.

I) Material developments in Human Resources /

Industrial relations front :

Your Company believes that its greatest assets are its people The Company has maintained cordial relationshi p with its employees throughout the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently and have made judgements 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 31st March 2017and of the Profit/Loss of the Company for the year ended 31st March 2017

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared for the year ended 31st March 2017 on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance is produced as a part of this Annual Report along with the Auditors Statement on its compliance.

DEPOSITORIES

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services(India) Limited.

In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories aforesaid.

At present over 64.98% of the paid-up equity capital of the Company is held in dematerialised form.

FIXED DEPOSITS

Your Company has no outstanding Deposits as all Unclaimed Deposits in the Company have been transferred to Government A/c as per Companies Act 1956.The Company ,during the year under review, has not accepted any deposits from public.

AUDITORS

The Company's Auditors M/s Brahmayya & Co, Chartered Accountants, Chennai will retire at the ensuing Annual General meeting and being eligible have offered themselves for re-appointment and the requisite certificate u/s 139 of the Companies Act, 2013 has been obtained from them for this purpose.

AUDITORS' REPORT

As regards observations of the Auditors under the head "Opinion" in the Independent Auditors' Report, attention of the members is invited to Note No.19. to the Annual accounts, which is self explanatory.

As regards observations under "Emphasis of Matters". a. Provisions are being carried due to on going legal cases pending at various stages being pursued for a very long period. b. 1). In view of the established law of limitation and clear legal opinion obtained, the company does not have any payment obligation.

2). These are long pending, unresolved amounts and no claim is envisaged.

Secretarial Audit Report Pursuant to Sec.204 of the Companies Act 2013,and Companies (Appointment and Remuneration of Managerial Personnell)Rules 2014 .The Board has appointed M/s PK Panda & Co., Practising Company Secretaries, to carry out Secretarial Audit of the Company, as per Annexure - B

As regards observations in secretarial audit report:

1. Efforts are being made continuously to appoint a Company Secretary.

2. Certificate under Reg.7(3) of SEBI (LODR) regulations 2015, being now filed regularly.

3 a). Form A/B being now regularly submitted.

b). Signed Audit Report now being submitted.

PARTICULARS OF PERSONNEL

The information required under Sec.197 of the Companies Act 2013, read with Rule 5 of the Companies (Appointment and remuneration of managerial personnel) Rules 2014 are provided in Annexure C.

The particulars of employees as required u/s 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules 1975 is not applicable to the Company as there were no employees drawing remuneration in excess of the limits specified under the said rules.

Rule 8 under Companies(Accounts) Rules 2014:

1,2,3 Your Company has no activity relating to Conservation of Energy, Technology, Absorption and Foreign Exchange these areas during the period under review.

4. Further the Board has made an annual evaluation of its own performance and that of its committees by analysing the agenda considered ,notes and discussion papers and attendance of individual directors.

5. i) Financial Summary given above.

ii) Change in business does not apply.

iii) Independent Directors are.Mr. JRK Sarma and Mr. K.Elangovan. iv) Subsidiaries and Joint Ventures – Nil

v) Deposits under chapter V - Nil

vi) Deposits not in compliance with Chapter V- NA

vii) No significant /Material orders passed by regulators/ Court/Tribunals impacting the going concern status/future operations.

viii)Adequate internal financial controls in force.

Rule 8 of Companies (CSR Policy) Rules 2014.

As the company has incurred loss the above doesnot apply.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the Shareholders, Bankers and employees for their support.

For and on behalf the Board

Annexure - C

Disclosure under Sec.197(12) and Rule 5 of Companies (Appt.and Remuneration of managerial personnel) Rules 2014.

1. Ratio of remuneration of each Director to the median remuneration of the employees for financial year ended 31st March 2017.

2. The % increase in remuneration of each Director and KMP in the financial year.

3. The % increase in median remuneration of employees in the Financial year. NIL

4. No.of permanent Employees on the rolls of the Company as at 31st Mar. 2017. 2 nos.

5. As the Company is not in business, relationshi p between average increase in remuneration and Company performance does not apply.

6. As the Company is not in business, comparison of remuneration of KMP against performance of the Company does not apply.

7. As stock is not quoted during the year, variations in market capitalisation does not apply.

8. There has been no increase in the salaries of employees.

9. As the Company is not in business, comparison of each ,remuneration of KMP against performance of the Company does not apply

10. There is no variable component of remuneration availed by Directors.

11. Ratio of remuneration of the highest paid Director to that of the employees who are not Directors,but receive remuneration in excess of the highest paid Directors during the year .

D.Harold – 0.031,, Jaikumaar BV - 0.06

12. It is affirmed that the remuneration paid is as per the remuneration policy of the Company.