To
The Members, Accel Limited
Your Directors are elated to present their report on Company's Business Operations
along with the Audited Financial Statements for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
|
STANDALONE |
CONSOLIDATED |
PARTICULARS |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
(Restated -Refer Note below) |
|
|
Revenue from operations |
15,537.62 |
11,086.12 |
15,663.79 |
11,166.37 |
Other income |
446.18 |
455.04 |
432.85 |
563.04 |
Total Revenue |
15,983.80 |
11,541.16 |
16,096.63 |
11,729.41 |
Expenses excluding Finance cost & Depreciation and amortisation |
13,748.21 |
9,746.18 |
13,891.85 |
9,903.80 |
Profit before Finance cost & Depreciation and amortisation
(EBITDA) |
2,235.58 |
1,735.21 |
2204.79 |
1,825.61 |
Profit before Share of profit of Associate and Exceptional Items |
868.20 |
570.74 |
794.41 |
481.87 |
Share of profit of Associate |
- |
- |
21.39 |
- |
Exceptional Items- Income |
- |
- |
- |
- |
Profit after Share of profit of Associate and Exceptional Items |
868.20 |
570.74 |
815.81 |
481.87 |
Total Tax expenses |
531.50 |
(108.45) |
531.67 |
(107.14) |
Net Profit after tax |
336.70 |
679.20 |
284.14 |
589.00 |
Earnings Basic |
0.59 |
1.19 |
0.50 |
1.03 |
Per Share Diluted |
0.59 |
1.19 |
0.50 |
1.03 |
Note:
The financial results for the year ended 31st March 2022 of the Company have been
restated by applying the principles as set out in Appendix C of Ind AS 103 "Business
Combinations" and prescribed under Companies (Indian Accounting Standards) Rules,
2015 issued by the Institute of Chartered Accountants of India, pursuant to the approval
received from National Company Law Tribunal ( NCLT) relating to amalgamation of M/s. Accel
IT Services Limited [Formerly known as Ensure Support Services (India) Limited and M/s.
Computer Factory (India) Private Limited.
REVIEW OF OPERATIONS
During the year under review, your Company recorded a total income of Rs. 15,983.80
lakhs (Previous Year Rs. 11,481.39 lakhs). The Company reported a Net profit after tax of
Rs.336.70 lakhs.
Accel Limited is a leading provider of IT Infrastructure Management Services spread
across PAN India. The portfolio of services includes end - to - end life cycle support for
new generation IT infrastructure, Warranty fulfillment services, Managed Print services
and Cyber security services. The Company also has a realty division focusing on providing
ready-to-use plug and play IT space, in their own built-up space in KINFRA SEZ,
Trivandrum.
MERGER APPLICATION
A Scheme of Amalgamation was filed with the Regional Director, Southern Region on 22nd
September 2020 for merging two wholly owned subsidiary companies, namely, M/s. Accel IT
Services Limited [formerly known as Ensure Support Services (India) Limited] and M/s.
Computer Factory (India) Private Limited with Accel Limited, the holding Company. The
Regional Director, Chennai vide order dated 9th November 2021 rejected the application for
amalgamation.
In response, the Company filed an application before the National Company Law Tribunal
[NCLT], Chennai to set aside the rejection order and to approve the merger. The Hon'ble
National Company Law Tribunal [NCLT], Chennai Bench approved the merger vide its order
dated 07th March, 2023. The Board of Directors at their meeting held on 25th May,2023
proposed for the merger of M/s. Accel Media Ventures Limited and M/s. Accel OEM Appliances
Limited, two subsidiary companies with the holding company M/s. Accel Limited with effect
from 01st April, 2023. The proposal has been approved by the Board on their meeting held
on 07th July, 2023 and the application has been filed with the Stock Exchange (BSE) for
their approval.
SHARE CAPITAL
The paid-up share capital of the Company at the beginning of this financial year was
Rs. 11,46,34,802/- consisting of 5,73,17,401 nos. of equity shares of Rs. 2/- each. During
the year under review, the Company issued 2,55,000 nos. of equity shares of Rs. 2/- each
to the employees of the Company under the Employees Stock Purchase Scheme 2021.ss Thus,
the total paid up share capital of the Company as on 31stMarch 2023 was Rs. 11,51,44,802/-
consisting of 5,75,72,401 nos. of equity shares of Rs. 2/- each.
EMPLOYEES STOCK PURCHASE SCHEME 2021
The members of the Company in the General Meeting held on 29th September, 2021 approved
the issue of 10,00,000 nos. of equity shares of the Company under the Employees Stock
Purchase Scheme 2021, to the employees who perform consistently well and to give
them an opportunity to participate and benefit from the Company's performance and to align
the efforts of such talent towards long term value creation in the organization.
The Company successfully completed the Tranche II allotment of 2,55,000 shares on 09th
February, 2023to those eligible employees and thereafter obtained the Listing and Trading
approval from the Stock Exchange. The shares issued are subject to lock - in period of one
year. The detailed disclosure has been provided in Annexure I of this report.
DIVIDEND
Based on the performance of the Company, the Board of Directors has recommended a
dividend at the rate of Rs.0.30/- per share [15% of the total paid-up share capital] for
the financial year 2022-23 and aggregating to Rs. 172.72 Lakhs.
The payment of dividend is subject to the approval of the shareholders at the ensuing
Annual General Meeting (AGM) of the Company.
UNPAID/UNCLAIMED DIVIDEND
Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF
Authority
(Accounting, Audit, transfer and Refund) Rules, 2016 (the Rule'), all the unpaid
and unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Government of India, after the completion of Seven Years. Further,
according to the Rules, the shares on which dividend has not been paid or claimed by the
Shareholder for seven consecutive years or more shall also be transferred to demat account
of the IEPF Authority. Accordingly, the unclaimed and unpaid dividends of Rs. 181942.00
relating to financial year 2017-2018 (Interim) and Rs. 194649.80 relating to
financial year 2021-2022 (Final) remains same in the unpaid Dividend Account of the
Company. During the year under review, the Company has not transferred any amount to the
IEPF as no amounts were due to be transferred.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules'), all
unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF
established by the Government of India, after the completion of seven years. Further,
according to the said Rules, the shares on which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more shall also be transferred to the
demat account of the IEPF Authority. During the year under review, the Company has not
transferred any amount to the IEPF as no amounts were due to be transferred.
TRANSFER TO RESERVES
During the period under review, your Company has not transferred any amount to the
reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statement
relates and the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section forming part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as
"the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter
referred to as "Listing Regulations") and applicable Accounting Standards, the
Audited Consolidated Financial Statements of the Company for the financial year 2022-23,
together with the Auditors' Report forms part of this Annual Report.
SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / HOLDING COMPANIES / JOINT VENTURES
A statement containing the salient features of the financial statement of Subsidiary
Companies/ Associate Companies, as per Section 129(3) of the Companies Act, 2013 is
provided in Form No. AOC -1 [Annexure II].
DIRECTORS' RESPONSIBILITY STATEMENT
As required under clause (c) of sub-section (3) of section 134 of the Companies Act,
2013, Directors, to the best of their knowledge and belief, state that-i. in the
preparation of the annual financial statements for the year ended 31st March 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; ii. such accounting policies have been selected and
applied consistently and made such 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
the end of the financial year 31st March 2023 and of the profit/loss of the Company for
that period; iii. proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; iv. annual financial statements have been prepared on a going
concern basis; v. internal financial controls have been laid down and followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and vi. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ("SEBI"). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms part of this Annual Report. The requisite certificate from the Statutory
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
Pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements, Regulations, 2015 applicable to the Company, the report on
Corporate Governance along with the certificate from a Practicing Company Secretary
certifying compliance with conditions of Corporate Governance for the year ended March
31st, 2023 is attached.
RELATED PARTY TRANSACTIONS
During the Financial year 2022-23, Related Party Transactions as defined under Section
188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the
Listing Regulations, as amended, were at arm's length and in ordinary course of business.
Omnibus approval for related party transactions (at arm's length and in ordinary course
of business), which were foreseen and repetitive in nature were obtained from the Audit
Committee. During the period under review, your Company did not enter into any Related
Party Transactions, which may be considered material in terms of Section 188 of the
Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014, as
amended, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The disclosure in Form AOC-2 is annexed as Annexure- III to this
Report. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has
been made in the notes to the Financial Statements.
RISK MANAGEMENT POLICY
Information on the development and implementation of a Risk Management Policy for the
Company including identification therein of elements of risk, which in the opinion of the
Board may threaten the existence of the Company, is given in the Management Discussion and
Analysis Report.
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate financial controls commensurate with the size of the
business. During the year, such controls were tested and no reportable material weaknesses
in the design or operation were observed.
The internal financial controls with reference to the financial statements were
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Composition of the Board is in conformity with Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of
the Companies Act, 2013. The Directors possess requisite qualifications and experience in
general corporate management, strategy, finance, administration and other allied fields,
which enable them to contribute effectively to the Company in their capacity as Directors
of the Company. None of the directors of the company is disqualified under the provisions
of the Companies Act, 2013 (Act') or under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
I. Changes in Directors
Retirement of Dr. C. N. Ramchand:
Dr. C. N. Ramchand was initially appointed by the Company as an Independent Director
for a period of 3 years. Subsequently, the shareholders in their Annual General Meeting
held on 28th September 2019 approved the reappointment of Dr. C. N. Ramchand as an
Independent Director for a second term of 3 years. On account of expiry of his tenure, Dr.
C. N. Ramchand retired from the Directorship on 28th September 2022 with immediate effect
and the same was taken note by the Board of Directors at their meeting held on 28th
September, 2022.
Withdrawal of nomination of Mr. B. G. Biju:
Mr. B. G. Biju was appointed as a Nominee Director on 18th November 2019 to represent
Kerala State Insurance Development Corporation [KSIDC] for the credit facilities
sanctioned by KSIDC and availed by the Company. The Company prepaid the balance in the
term loan in the month of February, 2023. Accordingly, the nomination of Mr. B. G. Biju
was withdrawn from the Board with effect from 24th February 2023. The Nomination and
Remuneration Committee of the
Board took note of the same in their meeting held on 07th March 2023.
Appointment of Mr. S. V. Rao:
Pursuant to Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, a listed entity that forms part of top 2000 listed entity
based on market capitalization must consist of minimum six Directors on the Board. Based
on the market capitalization as on 31st March 2022, Accel Limited is coming under the list
of top 2000 listed companies. Accordingly, the Company should have a minimum of six
Directors on the Board. The Nomination and Remuneration Committee at their meeting held on
07th March 2023 considered the appointment of Mr. S. V. Rao [DIN:06600739] as an
Additional Director of the Company on account of withdrawal of nomination of Mr. B. G.
Biju [thereby composition falling below the minimum requirement]. The Board of Directors
appointed Mr. S. V. Rao [DIN:06600739] as an Additional Director of the Company as per the
recommendation of the Nomination Remuneration Committee and Audit Committee, at their
meeting held on 27th April 2023 subject to the shareholders' approval.
Mr. S. V. Rao holds a bachelor's degree in engineering. He had been with Redington
Group since 1995, having joined as an Area Support Manager. During his 25 years of tenure
with Redington India, he had handled diverse management roles and built many new business
verticals. Prior to joining Redington Group he was working with Blue Star Limited as an
Assistant Manager.
Subsequently, the regularization of the appointment of Mr. S. V. Rao as a Whole Time
Director of the Company was placed before shareholders for approval through Postal Ballot.
The Appointment was approved by Shareholders by way of Special Resolution dated 29th May
2023.
Retirement by Rotation:
The Independent Directors hold o_ce for a _xedterm not exceeding five years from the
date of their appointment and are not liable to retire by rotation. The Companies Act,
2013 mandates that at least twothirds of the total number of Directors (excluding
independent directors) shall be liable to retire by rotation. Accordingly, Ms. Shruthi
Panicker (DIN:07148631), Director, being the longest in the office amongst the Directors
liable to retire by rotation, retires from the Board by rotation this year and, being
eligible, has offered herself for reappointment. The Board of Directors recommends her
reappointment at Item No. 3 of the Notice Calling the 27th Annual General Meeting for
consideration of the Shareholders.
The Brief resume and other details relating to Ms. Shruthi Panicker, who is proposed to
be re-appointed , as required under Regulation 36(3) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
("Listing Regulations"), is given in Annexure to the notice calling 27th Annual
General Meeting.
Change in Key Managerial Personnel:
During the year, due to personal reasons Mr. P. Murali resigned from the position of
Chief Financial Officer of the Company. Subsequently, the Board of Directors, as per the
recommendation of the Nomination Remuneration Committee and Audit Committee, at their
meeting held on 28th June 2022 appointed Mr. Jagan Parthasarathy as Chief Financial
Officer with immediate effect. The Board of Directors at their meeting held on 25th
May, 2023 approved the resignation of Mrs. H. Pavithra from the position of Whole Time
Company Secretary and Compliance Officer of the Company with effect from closing business
hours of 26th May, 2023. Subsequently, in the meeting held on 11th August 2023 pursuant to
the recommendation of Nomination and Remuneration, the Board of Directors approved the
appointment of Mr.Suraj Prakash Gupta as the Company Secretary and Compliance Officer of
the Company with immediate effect.
The Company has filed all disclosures to the Stock Exchange as per the SEBI
regulations.
The Company has received declarations from all the Independent Directors of the Company
confirming that: a) they meet the criteria of independence prescribed under the Act and
the Listing Regulations and b) they have registered their names in the Independent
Directors' Data bank.
Detailed information about the Directors is provided in the Corporate Governance
Report.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that he/ she meets the criteria of independence as provided in clause (b)
of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence. During the year, Independent Directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).
The Directors possess integrity, expertise and experience in their respective fields.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized about the Company's operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company are also made to the
directors. Direct meetings with the Chairman is further facilitated to familiarize the
incumbent Director about the Company/its businesses and the group practices.
DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The information required under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this
report as Annexure VII.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors including Independent Directors, which includes criteria for
performance evaluation of Non- Executive Directors and Executive Directors. In accordance
with the manner specified by the Nomination and Remuneration Committee, the Board carried
out an annual performance evaluation of the Board, its Committees and Individual
Directors. The Independent Directors carried out an annual performance evaluation of the
Chairperson. The Chairman of the respective Committees shared the evaluation report with
the respective Committee members.
The performance of each Committee was evaluated by the Board, based on the report of
evaluation received from respective Committees. A consolidated report was shared with the
Chairman of the Board for his review and for giving his feedback to each Director.
AUDITORS AND AUDIT REPORT Statutory Auditors
M/s. K. S. Aiyar & Co., Chartered Accountants was appointed as the Statutory
Auditors of the Company for a period of 5 years at the Annual General Meeting of the
Company held on 29th September 2021 to hold the office till the conclusion of 40thAnnual
General Meeting of the Company.
Auditors Comments:
1. Refer to Note No. 47(a) to the Standalone Financial Statements regarding
recoverability of an outstanding sum of Rs. 329.00 lakhs as on 31st March 2023 (Previous
year Rs.329.00 lakhs) which are significantly overdue. The Management is of the view that
there is no diminution to the carrying value of these loans, though a provision of Rs. 160
Lakhs (Previous year Rs. 60 lakhs) had been created in the books on a conservative basis
as on 31st March 2023. However, in the absence of sufficient appropriate audit evidence
regarding the timing of repayment and extent of cash flows that will be available from the
respective companies to settle these dues, we are unable to comment upon the
recoverability of the carrying value of the said advances as at 31st March 2023 and the
consequential impact thereof, if any, on the accompanying Statement.
Management Response:
The Company is taking the necessary steps to recover the advance amount of Rs.329 lakhs
given and however on a conservative basis, a provision of Rs.160 lakhs has been created in
the books.
Auditors Comments:
2. Refer to Note no. 47(b) to the Standalone Financial Statements regarding
recoverability of loan given to one of its subsidiary Company of Rs. 361.69 Lakhs
outstanding as on 31st March 2023 (Previous year Rs.302.40 lakhs), which are significantly
overdue. The Management is of the view that there is no diminution to the carrying value
of these loans and advances. However, in the absence of sufficient appropriate audit
evidence regarding the timing of repayment and extent of cash flows that will be available
from the respective company to settle these dues, we are unable to comment upon the
recoverability of the carrying value of the said as at 31st March 2023 and the
consequential impact thereof, if any, on the accompanying Statement.
Management Response:
The Company has proposed to amalgamate the said subsidiary with the Company effective 1
April 2023 and the necessary steps have been initiated in this regard.
The Company is of the view that there is no diminution to the carrying value of these
loans and advances, considering the fact that the subsidiary Company is being proposed to
be amalgamated with the Company. Further the amount due towards loans and advances will
get eliminated in the books while giving effect to the merger order for the proposed
merger , subsequent to the receipt of approval from the statutory authorities.
Auditors Comments
3. We draw attention to note no. 43 to the Standalone financial statements. In terms of
NCLT order dated March 7, 2023 sanctioning the Scheme of amalgamation of ACCEL IT Services
Limited AITSL (formerly Ensure Support Services (India) Limited and Computer
Factory (India) Private Limited CFIPL , two wholly owned subsidiaries of the
Company have been amalgamated with the Company. The Merger Scheme has become effective
from the appointed date i.e. April 1, 2020. To comply with requirements of Ind AS 103 -
(Business Combinations'), the restatement of the financial statements has been given
effect from the beginning of the preceding period i.e. April 1, 2020 in the
financial statements.
Management Response:
The Company has recorded all the assets, liabilities and reserves of Accel IT Services
Ltd (formerly Ensure Support Services India Ltd) and Computer Factory
(India) Limited vested in it pursuant to the merger scheme, by applying the principles
as set out in Appendix C of Ind AS 103 "Business Combinations" and prescribed
under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of
Chartered Accountants of India. Accordingly, the Standalone Financial Results of the
Company have been restated for the periods presented on account of the merger of the two
Companies with effect from
1 April 2020 ("Appointed date"). The effect of the merger of the two
Companies on Financial Results has been considered in Note no 43 of the standalone
financial statements.
Auditors Comments
4. We draw attention to note no. 48 to the Standalone Financial statements for the
year, the balance at the end of the financial year for trade receivables, trade payables,
loans & advances and advances received from the customers are subject to confirmation.
The Management is of the view that there are no permanent diminution/Changes to the
carrying value of these trade receivables, loans & advances and trade payables;
however, provisions as per policy has been made in this regard in the accompanying
financial statements.
Management Response
The Company is of the view that there is no permanent change to the carrying value of
these loans and advances, trade receivables and trade payables except for the provision
considered in this regard in the accompanying financial statements.
Auditors Comments
5. We draw attention to note no. 53 to the Standalone financial statements where the
Company has proposed to amalgamate two of its subsidiary companies.
Management Response
The Company has proposed to amalgamate two of its subsidiaries Accel OEM Appliances
Private Limited and Accel Media Ventures Limited with the Company effective 1 April 2023
and the necessary steps have been initiated in this regard.
Internal Auditors
M/s. Varma & Varma, Chartered Accountants was appointed as the Internal Auditors of
the Company for the Financial Year 2022-23 and they have played an important role in
strengthening the internal controls within the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your
Directors appointed M/s. JM & Associates, Company Secretaries to undertake the
Secretarial Audit of your Company for the financial year 2022-23. The Report of the
Secretarial Auditor for the financial year 2022-23 is annexed as Annexure IV' to
this Report.
Auditor's Comment
1. During the year under review, there was a delay in Intimation to the Stock Exchange
with respect to closure of Trading Window for the quarter ended on 30th June 2022. The
Company has intimated to the Stock Exchange with respect to closure of Trading Window for
the quarter ended 30th June, 2022 on 02nd July, 2022 i.e., beyond the time limit
prescribed.
Management response
We wish to clarify that due to technical glitch, there was a delay in intimating the
stock exchange. The Company is taking all the necessary steps to avoid such delays in the
future.
Auditor's Comment
2. Based on the recommendation of the Corporate Social Responsibility (CSR) Committee,
the Company has spent the Corporate Social Responsibility (CSR) expenditure towards the
activities as specified in Schedule VII of the Companies Act, 2013. The Board of Directors
at their Meeting held on 13th February, 2023, discussed and approved the same in
accordance with the provision of section 135 of the Companies Act, 2013.However, these
proceedings have not been recorded in the minutes of the meetings as required under
section 118 of the Companies Act, 2013 and Secretarial Standards (SS-1) issued by The
Institute of Company Secretaries of India.
Management response
The Company has taken all the necessary steps to comply with the provisions of the
Companies Act, 2013 and Secretarial Standards (SS-1) issued by The Institute of Company
Secretaries of India.
Auditor's Comment
3. During the year under review, there were few e-forms filed beyond the due dates by
paying additional fees with the Registrar of Companies (ROC).
Management response
The Company has taken all necessary steps to avoid paying additional fees henceforth,
for filing purposes.
Auditor's Comment
4. During the year under review, the Company has availed an additional term loan
facility from Federal Bank Limited by mortgaging the land property, for which the Company
is yet to create/ modify the charge by filing necessary e-forms as required under Section
77 of the Companies Act, 2013.
Management response
The Company is taking all the necessary action to file the E-Forms as required under
Section 77 of the Companies Act, 2013.
Auditor's Comment
5. During the year under review, the Company has availed the facility for purchasing
Car by way of Hypothecation from Federal Bank Limited, for which the Company is yet to
create the charge by filing necessary e-forms as required under Section 77 of the
Companies Act, 2013.
Management response
The Company is taking all the necessary action to file the E-Forms as required under
Section 77 of the Companies Act, 2013.
DISCLOSURES
COMMITTEES OF THE BOARD
There are various Board constituted Committees as stipulated under the Act and Listing
Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, and Corporate Social Responsibility (CSR) Committee. Brief details
pertaining to composition, terms of reference, meetings held and attendance - of these
Committees during the year have been enumerated in Corporate Governance report.
I. Meetings of the Board
Eight (8) Meetings of the Board of Directors were held during the year. The
particulars of meetings held and attended by each Director are detailed in the Corporate
Governance Report.
II. Audit Committee
The Audit Committee comprises of 3 [three] Directors namely Mr. K. R. Varma (Chairman),
Mr. K. Nagarajan and Mr. Rangarajan Raghavan as on 31st March 2023. During the year all
the recommendations made by the Audit Committee were accepted by the Board.
III. Nomination And Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. K. Nagarajan (Chairman),
Mrs. Shruthi Panicker and Mr. Rangarajan Raghavan.
IV. Corporate Social Responsibility Committee
The Company has constituted a CSR Committee during the financial year 2022-23. The
Committee comprises of the following Directors:
1. Mr. K. Nagarajan (Chairman)
2. Mr. N. R. Panicker
3. Mr. K. R. Varma
The details of the Corporate Social Responsibility activities undertaken by the Company
and the amount spent towards the same are given in detail in "Annexure VI".
COMPLIANCE OF SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to meetings of the Board of Directors and General meetings.
VIGIL MECHANISM
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in
accordance with the provisions of the Act and Listing Regulations. The Vigil Mechanism is
supervised by an Ethics & Compliance Task Force' comprising a member of the
Board as the Chairperson and senior executives as members. Protected disclosures can be
made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the
Ethics & Compliance Task Force or to the Chairman of the Audit Committee. The Vigil
Mechanism and Whistle-blower policy is put up on the Company's website and can be accessed
at www. accel-india.com.
REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment policy in line with the requirements
of The Sexual Harassment of Women at the workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No case was reported relating to
Sexual harassment complaints during the financial year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Information regarding loans, guarantees and investments covered under the provisions of
the Companies Act, 2013 are detailed in the Financial Statements [Refer Note no.22 and 24
of the Financial Statements].
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule, 8 (3) of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure V to this Report".
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March 2023 is available in the offcial website of the Company www.accel-india.com.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act and rules made thereunder, in
respect of employees of the Company, is provided as Annexure VI to this Report.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors have adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from
time to time. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website: -
https://www.accelindia.com/investor/Corporate%20 Governance/Policies%20and%20Procedures/
Code%20of%20Conduct%20for%20Prohibition%20 of%20Insider%20Trading%20-%20Designated%20
Persons.pdf
CEO/CFO CERTFICATION
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the
annual report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
Details relating to deposits covered under
Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
No significant or material orders were passed by the Regulators or Courts or Tribunals
which would impact the going concern status and Company's operations in the future.
No fraud has been reported by the Auditors to the Audit Committee or to the Board.
There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all its shareholders, valued
customers, Banks, Government and statutory authorities, investors and stock exchanges for
their continued support to the Company. Your Directors wish to place on record their deep
sense of appreciation for the committed services by employees. Your Directors acknowledge
with gratitude the encouragement and support extended by the valued shareholders and the
Promoters of the Company.
|