To the Members,
The Directors have pleasure in presenting before you the Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31/03/2022.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(Rs. in lakhs)
|Revenue from Operations||0||0|
|Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense||(9.47)||(1.32)|
|Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense||(18.65)||(11.90)|
|Less: Finance Costs||0.03||0.03|
|Profit/(Loss) before Exceptional items and Tax Expense||(18.69)||(11.93)|
|Add/(less): Exceptional items||0||0|
|Profit/(Loss) before Tax Expense||(18.69)||(11.93)|
|Less: Tax Expense (Current & Deferred)||0||0|
|Profit/ (Loss) for the year (1)||(18.69)||(11.93)|
|Total Comprehensive Income/loss (2)||0||0|
|Balance of profit for earlier years (i.e Opening reserves)||142.50||154.43|
|Less: Adjustments during the year||0||0|
|Less: Transfer to Debenture Redemption Reserve||0||0|
|Less: Transfer to Reserves||0||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||123.81||142.50|
Change in the Nature of Business, if any,
Declaration of dividend:-
During the year, the Directors do not propose any dividend for the financial year 2021-22.
Six meetings of the Board of Directors were held during the year on 30/06/2021, 13/08/2021, 02/09/2021, 10/11/2021, 07/12/2021 and 09/02/2022. Particulars of attendance by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year under review, Mr. T V Srinivasan and Mr. K M Narasimhan, Independent Directors of the Company has retired from the Board with effect from September 30, 2021. The Board wishes to place on record its appreciation for the valuable contributions made by them to the Company during their tenure.
The Members at the AGM held on September 30, 2021 through special resolution had re-appointed Mr. M G Bhaskar as an Independent Director for the second term up to June19, 2026.
Based on the recommendation of the Nomination and Remuneration Committee and with the approval of Members at the AGM held on September 30, 2021 had appointed Mr. Arunachalam Kanaga Sabesan and Mrs. Revathi Sureshkumar, as Independent Directors of the Company for the first term up to September 29, 2026.
As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Muthulakshmi Ganesh shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.
Brief particulars of Directors eligible for re-appointment / appointment are annexed to the Notice convening the 29th Annual General Meeting of the Company. The details of shares held by non-executive directors are given in Corporate Governance Report.
Pursuant to the provisions of Section 2(51) and 203 of the Act, theKey Managerial Personnel of the Company for the financial year 2021-22 are Mr. P.Sankaran,Whole-time Director, Mrs. Chitra Sivaramakrishnan, Chief Financial Officer and Mr. A S Arul Saravanan, Company Secretary and Compliance Officer.
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 Directors familiarization programme are placed on the website of the Company www.afslindia.in
As at March 31,2022, 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.
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 affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper 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 loss 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.
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 Companys website at http://www.afslindia.in.
M/s. TSG & ASSOCIATES, Chartered Accountants (Firm Registration No. 013133S) Statutory Auditors of the Company retires at the conclusion of this Annual General Meeting and are eligible for re-appointment.
M/s. TSG & ASSOCIATES, have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.
The Audit Committee and the Board of Directors have recommended the re-appointment of the Statutory Auditors of the Company to hold office for a second term of five consecutive financial years, from the conclusion of this Twenty Ninth Annual General Meeting of the Company till the conclusion of the Thirty Fourth Annual General Meeting. The necessary resolution is being placed before the Members for approval.
The Statutory Auditors report to the Members on the financial statement for the year ended March 31, 2022 does not contain any qualification, reservation, adverse remark or any disclaimer.
During the year, there were no instances of fraud reported by theStatutory Auditors under Section 143(12) of the Act.
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 31,2022. 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, 2022 in Form No.MR-3 is attached as Annexure-I to this Report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or any disclaimer.
The provision of Cost audit as per Section 148 of the Companies Act, 2013 doesnt 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|
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 31,2022.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
|SECURED LOANS :||NIL|
|UNSECURED LOANS :||NIL|
|CURRENT/NON-CURRENT INVESTMENTS||Rs. 41,22,698/-|
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 Arms 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 not applicable.
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 itsAudit, 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 2022-2023to BSELimited 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 II.
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
MATER IAL CHANGES AND COMMITMENTS
There are no 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 2021-2022, no Orders were passed bythe Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.
Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
3. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.
4. Difference 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.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Report on Management Discussion and Analysis is annexed herewith.
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.
Your Board takes this opportunity to thank the Companys 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|
|Place : Chennai||Muthulakshmi Ganesh||P. Sankaran|
|Date : 29/07/2022||Director||Wholetime Director|