To the Members,
The Directors have pleasure in presenting before you the Thirtieth Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31/03/2023.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
|
|
(Rs. in lakhs) |
| Particulars |
31/03/23 |
31/03/22 |
| Revenue from Operations |
0 |
0 |
| Other Income |
1,984.23 |
46.37 |
| Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense |
1857.68 |
(9.47) |
| Less: Depreciation |
1.81 |
9.18 |
| Profit /(Loss)before Finance Costs, Exceptional items and Tax Expense |
1859.49 |
(18.65) |
| Less: Finance Costs |
0.04 |
0.03 |
| Profit/(Loss) before Exceptional items and Tax Expense |
1,859.53 |
(18.69) |
| Add/(less): Exceptional items |
0 |
0 |
| Profit /(Loss) before Tax Expense |
1,859.53 |
(18.69) |
| Less: Tax Expense (Current & Deferred) |
400 |
0 |
| Profit /(Loss) for the year (1) |
1,459.53 |
(18.69) |
| Total Comprehensive Income/loss (2) |
0 |
0 |
| Total (1+2) |
1,459.53 |
(18.69) |
| Balance of profit for earlier years (i.e Opening reserves) |
123.81 |
142.50 |
| Less: Adjustments during the year |
0 |
0 |
| Less: Transfer to Debenture Redemption Reserve |
0 |
0 |
| Less: Transfer to Reserves |
|
0 |
| Less: Dividend paid on Equity Shares |
0 |
0 |
| Less: Dividend paid on Preference Shares |
0 |
0 |
| Less: Dividend Distribution Tax |
0 |
0 |
| Balance carried forward |
1583.35 |
123.81 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY:-
NIL
MANAGEMENT DISCUSSION AND ANALYSIS:
The Report on Management Discussion and Analysis is annexed herewith.
DECLARATION OF DIVIDEND:-
The Board has proposed 20% dividend for the financial year 2022-23.
BOARD MEETINGS:
9 (Nine) meetings of the Board of Directors were held during the year. Particulars of
attendance by each Director are detailed in the Corporate Governance Report, which forms
part of this Report.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
As per the provisions of Section 152 of the Companies Act, 2013, Mr. K.V Aiyappan shall
retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
Brief particulars of Directors eligible for re-appointment are annexed to the Notice
convening the 30th Annual General Meeting of the Company. The details of shares held by
non-executive directors are given in Corporate Governance Report.
The details of Directors and Key Management Personnel, who were appointed or have
resigned during the year are as follows:
Mr. P.Sankaran (DIN 00404210), resigned from the Board as Whole time Director with
effect from the close of business hours on 1st August, 2022. The Board, while accepting
his resignation, placed on record its warm appreciation of the invaluable service rendered
by him in building the Organization and contributing to its growth and prosperity.
Mrs. Chitra Sivaramakrishnan (DIN 00292725) was appointed as Whole-time Director
designated as Executive Director with the general powers of management of the affairs of
the Company, for a period of 3 years with effect from 1st August, 2022, by the Board at
its meeting held on 29th July, 2022 based on the recommendation of the Nomination and
Remuneration Committee. The appointment was approved by the Members at their 29th Annual
General Meeting held on 15th September, 2022.
Mrs. Chitra Sivaramakrishnan, resigned as Chief Financial Officer with effect from the
close of business hours on 31st July, 2022.
Mr. D.Parthiban, was appointed as Chief Financial Officer with effect from 1st August,
2022.
Mr. A.S.Arul Saravanan, who was serving as a Company Secretary and Compliance Officer
passed away on 10th March, 2022. The Company benefitted greatly from his expertise,
experience and guidance during his tenure as Company Secretary. Mr. Raju Lal Jat, was
appointed as Company Secretary and Compliance Officer with effect from 11th July, 2023.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
SEBI Listing Regulations and they have registered their names in the Independent
Directors' Databank. Further, there has been no change in the circumstances which may
affect their status as Independent Director during the year. The terms and conditions of
appointment of the Independent Directors and the Director's familiarization programme are
placed on the website of the Company www.afslindia.in.
COMMITTEES:
As at March 31, 2023, the Company has Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Risk Management Committee.
Details of the composition of the Board and its Committees are provided in the
Corporate Governance Report attached to this Report.
VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations and in accordance with the requirements of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board
of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is
hosted on the website of the Company. This Policy inter-alia provides a direct access to
the Chairman of the Audit Committee. Your Company hereby afirms that no Director/employee
has been denied access to the Chairman of the Audit Committee.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that: explanation relating to material departures; b. the directors have selected
such accounting policies and applied them consistently and 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 at the end of the financial year and profit for company for that period; c.
the directors 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; d.
the directors have prepared the annual accounts on a going concern basis; and e. the
directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively. f. the
directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES/JV
The company has no Subsidiary / Joint Venture / Associate.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company is available on the Company's website at www.afslindia.in.
AUDITORS
STATUTORY AUDITORS:
M/s. TSG & ASSOCIATES, Chartered Accountants (Firm Registration No. 013133S) were
appointed as Statutory Auditors at the 29th Annual General Meeting of the company held on
15th September, 2022 to hold office upto the conclusion of the 34th Annual general meeting
of the company. The Statutory Audit report does not contain any qualification,
reservation, adverse remark or any disclaimer.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, appointed
Mrs.Sindhuja Porselvam (ACS No. 44831, CP No. 23622), Company Secretary in Practice,
Chennai to conduct the Secretarial Audit of the Company for the financial year ended March
31, 2023. The Company has received consent from Mrs. Sindhuja Porselvam to act as the
Secretarial Auditor of the Company. The Secretarial Audit report for the financial year
ended March 31, 2023 in Form No. MR-3 is attached as Annexure-I to this Report.
REPLY TO THE QUALIFICATION REMARKS IN SECRETARIAL AUDIT REPORT:- Remark
1. The Company has not transferred the unclaimed dividend amount pertaining to the
financial year 2014-15 to the Investor Education and Protection Fund (IEPF) within the due
date.
2. During the year under review the Company paid penalty for late disclosure of
Regulation 29(2)/29(3) of SEBI Listing Obligations and Disclosure Requirement (LODR)
Regulations 2015 with respect to prior intimation of Board Meeting.
Management Reply:
1. Due to technical constraints, in the MCA V3 portal the forms couldn't be filed
within the due date. Hence there is a procedural delay in transferring the funds to IEPF.
2. The Delay with regard to prior intimation of the Board Meeting with BSE within the
stipulated timeframe was solely due to oversight.We recognize the significance of timely
intimation to BSE as part of our commitment to adhere to best corporate governance
practices.
COST AUDITORS:
The provision of Cost audit as per Section 148 of the Companies Act, 2013 doesn't apply
to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
| (A) |
Conservation of energy |
NIL |
| (B) |
Technology absorption |
NIL |
| (C) |
Foreign exchange earnings and Outgo |
NIL |
DEPOSITS:
Your Company has not accepted any deposit within the meaning of provisions of Chapter V
of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year
ended March 31, 2023.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
| SECURED LOANS |
NIL |
| UNSECURED LOANS |
NIL |
| CURRENT/NON-CURRENT INVESTMENTS |
Rs. 64.96 Lakhs |
| GUARANTEES |
NIL |
| SECURITIES EXTENDED |
NIL |
RISK MANAGEMENT POLICY:
The company has put in place the Risk Management policy and procedures for
identification, assessment, management, monitoring and minimization of risks.
CORPORATE SOCIAL RESPONSIBILTY POLICY :
The present Net worth / turnover of the company does not require compliance with CSR.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and amendment to the Listing
Regulations, your Company has formulated a Policy on Related Party Transactions. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and
approval. Related Party Transactions which are of repetitive nature are entered at market
price and are at Arm's Length Basis. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Companies Act,
2013, in Form AOC-2 is attached as
Annexure II.
ANNUAL EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
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 Securities and Exchange Board of India. In
a separate meeting of independent directors, performance of non-independent directors, the
Board as a whole and Chairman of the Company was 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 contribution 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 director being evaluated.
(Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance and that of the directors individually as well as evaluation of the working of
its Audit, Nomination and Remuneration and other Committees.
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a Policy for selection and appointment of Directors, Key Managerial Personnel and
other employees and their remuneration for implementation.)
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
BSE Limited and BSE Limited is the designated stock exchange where the shares of the
company are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Act forms an integral part of this Report and is
attached as ANNEXURE III.
The requisite certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on Corporate Governance.
SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.
MATERIAL CHANGES AND COMMITMENTS
During the year the Company has sold its property situated at "Capital Place, Old
No.50, New No.16, South Boag Road, T. Nagar, Chennai-600017" and there are no
other material changes and commitments affecting the financial position 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 the report other than those disclosed in the
financial statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that
during the year 2022-2023, no Orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and company's operations in future.
GENERAL
1. During the year the Company has shifted its office to "Old No. 11, New No. 2,
Parthasarathypuram, 2nd Street, T.Nagar, Chennai-600017 with effect from October 20, 2022.
2. During the year the Board has accorded to purchase by way of buyback offer up to
6,00,000 (Six Lakhs) fully paid up Equity Shares representing 10 % of the fully paid-up
Equity Share capital of the Company at a price not exceeding Rs.28/-.
3. Your Directors state that there were no transactions in respect of the following
items during the year under review requiring disclosure or reporting:
i. Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii. Issue of shares (including sweat equity shares) to the employees of the Company under
any scheme. iii. Application made or proceeding pending under Insolvency and Bankruptcy
Code, 2016.
iv. Di_erence between amount of valuation done at the time of one time settlement and
valuation done while taking loan from the Banks or Financial Institutions.
The Company has put into effect economy measures consistently with the need to continue
the operations on a moderate scale with efficiency and promptness.
WEBSITE:
Performance particulars of the company can be ascertained by the shareholders / public
from website www.afslindia.in.
RISKS AND CONCERNS:
Your Company is exposed to normal finance risk factor such as Interest rate volatility,
economic cycle and credit risk. Your Company manages these risks by adopting prudent
business and risk management policies.
ADEQUACY OF INTERNAL CONTROL:
Your Company has got adequate system of internal controls and the management ensures
adherence to all internal control practices and procedures. The Audit Committee critically
reviews periodically the adequacy of internal controls and suggests control measures for
further improvement / transparency.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls commensurate with its
size. During the year, such controls were tested and no reportable material weaknesses
were observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:
Your Directors further state that during the year under review, there was no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Board takes this opportunity to thank the Company's employees for their dedicated
service and firm commitment to pursuing the goals and Vision of the Company. Your Board
also wishes to express its appreciation for the continued support of the Government of
India, Governments of various States in India, bankers, financial institutions, customers,
dealers and suppliers and also, the valuable assistance and advice received from the
shareholders. We look forward to the continued support of all the partners in our
progress.
|
BY THE ORDER OF THE BOARD |
|
|
(Sd/-) |
(Sd/-) |
|
Muthulakshmi Ganesh |
Chitra Sivaramakrishnan |
| Place : Chennai |
Director |
Whole Time Director |
| Date : 14/08/2023 |
DIN:00286658 |
DIN: 00292725 |
|