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To the Members,
The Directors have pleasure in presenting before you the Twenty Sixth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31/03/2019.
1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(Rs. in lakhs)
|Revenue from Operations||0||0|
|Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense||15.18||34.62|
|Profit before Finance Costs, Exceptional items and Tax Expense||3.04||22.08|
|Less: Finance Costs||0.04||0.04|
|Profit before Exceptional items and Tax Expense||3.00||22.04|
|Add/(less): Exceptional items||0||0|
|Profit before Tax Expense||3.00||22.04|
|Less: Tax Expense (Current & Deferred)||0.99||5.08|
|Profit for the year (1)||2.01||16.96|
|Total Comprehensive Income/loss (2)||0||0|
|Balance of profit for earlier years (i.e Opening reserves)||157.29||180.79|
|Less: Adjustments during the year||21.66||40.45|
|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||137.64||157.30|
Change in the Nature of Business, if any,
Declaration of dividend:-
Considering the Companys performance during the year, the Directors do not propose payment of any dividend for the financial year 2018-19.
Five meetings of the Board of Directors were held during the year. Particulars of meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
None of the Director or Key managerial person resigned from Directorship during the year under review.
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. Your Directors recommend the same for your approval.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Independent directors have submitted their disclosure to the Board confirming that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, hereinafter referred to as SEBI Regulations. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 as well as SEBI Regulations.
Audit Committee consists of the following Independent Directors:
|Mr. K. M. Narasimhan|| Chairman|
|Mr. T. V. Srinivasan|| Member|
|Dr. M. G. Bhaskar|| Member|
Whistle Blower policy: The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate superiors or such other person as may be notified from time to time by the management. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices. No person had been denied access to 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 the 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 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.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report- (ANNEXURE-I)
M/s. TSG & Associates, Chartered Accountants, Chennai, were appointed as Auditors at the 24th Annual General Meeting of the company held on 27th September, 2017 to hold office upto the conclusion of the 29th Annual general meeting of the company.
The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.
Mr. G. Porselvam, Practising Company Secretary was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2018-19. The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc., as stipulated by Section 204 of the Companies Act, 2013 is enclosed to this Report as (ANNEXURE-II)
REPLY TO THE QUALIFICATION OF SECRETARIAL AUDITOR:-
The company is in process of identifying the suitable candidature for the post of company secretary, as required to be appointed under the Act. The company has appointed Mrs. Chitra Sivaramakrishnan as Chief Financial Officer of the company with effect from 01st June, 2019. She is Post graduate in Maths and has worked in Reserve Bank of India and director of finance in many Companies. She possesses vast knowledge and expertise in financial sector.
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|
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The company has not accepted / renewed any deposits during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not made any Application /Petition to any of the Regulators during the year under Review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
|SECURED LOANS||: NIL|
|UNSECURED LOANS||: NIL|
|CURRENT/NON-CURRENT INVESTMENTS||: Rs. 67.15 Lakhs/-|
|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 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.
FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors.
The company is regularly adopting its Annual Evaluation Process, and the same is being considered by the board.
DISCLOSURE ABOUT COST AUDIT
Applicability of Cost Auditor dose not arises.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 to Bombay Stock Exchange (BSE) and BSE 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. (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.
Standards in Force are being adopted
Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:
1. Deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
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.com
The Company has put into effect economy measures consistently with the need to continue the operations on a moderate scale with efficiency and promptness.
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.
The Directors wish to thank the Companys Bankers for their continued support. The Directors also wish to thank the Companys customers and stakeholders for their patronage. Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.
|BY THE ORDER OF THE BOARD|
|Place : Chennai||G Muthulakshmi||P Sankaran|
|Date : 12/08/2019||DIN:00286658||DIN: 00404210|