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 2024.
FINANCIAL HIGHLIGHTS
(Rs.in Lakhs)
|
STANDALONE |
CONSOLIDATED |
| PARTICULARS |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from operations |
16,633.49 |
15,537.62 |
16,709.02 |
15,663.79 |
| Other income |
171.47 |
446.18 |
174.71 |
432.85 |
| Total Revenue |
16,804.95 |
15,983.80 |
16,883.73 |
16,096.63 |
| Expenses excluding Finance cost & Depreciation and amortization |
14,896.50 |
13,748.21 |
15,008.08 |
13,891.85 |
| Profit before Finance cost & Depreciation and amortization (EBITDA) |
1,908.45 |
2,235.58 |
1,875.65 |
2204.79 |
| Profit before Share of profit of Associate and Exceptional Items |
545.03 |
868.20 |
467.47 |
794.41 |
| Share of profit of Associate |
- |
- |
22.66 |
21.39 |
| Exceptional Items- Income |
(46.01) |
- |
(46.01) |
- |
| Profit after Share of profit of Associate and Exceptional Items |
499.02 |
868.20 |
444.12 |
815.81 |
| Total Tax expenses |
115.06 |
531.50 |
115.18 |
531.67 |
| Net Profit after tax |
383.97 |
336.70 |
328.94 |
284.14 |
| Earnings Per Basic |
|
|
|
|
| Share |
0.67 |
0.59 |
0.57 |
0.50 |
| Diluted |
0.67 |
0.59 |
0.57 |
0.50 |
REVIEW OF OPERATIONS
During the year under review, your Company recorded a total income of Rs. 16,804.95
lakhs (Previous Year Rs. 15,983.80 lakhs). The Company reported a Net profit after
tax of Rs.383.97 lakhs.
Accel Limited is a leading provider of IT Infrastructure Management Services spread
across India. The portfolio of services includes 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
The Hon'ble National Company Law Tribunal [NCLT], Chennai vide order dated 07th March
2023 approved 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 M/s. Accel Limited, the holding company. The
order was filed with Registrar of Companies, Chennai on 07th June 2023 and was later
approved. The Board of Directors at their meeting held on 07th July, 2023 approved the
proposal for merger of M/s. Accel Media Ventures Limited and M/s. Accel OEM Appliances
Limited, two subsidiary companies with M/s. Accel Limited, holding company. An application
was filed with Stock Exchange (BSE) for their approval was later rejected.
The Board of Directors at their meeting held on 28th May,2024 proposed for the merger
of M/s. Accel Media Ventures Limited, one of its subsidiary Company with M/s. Accel
Limited, the holding company with effect from 01st April, 2024. The proposal has been
approved by the Board on their meeting held on 24th June, 2024 and the application has
been filed with the Stock Exchange (BSE) for their NOC.
SHARE CAPITAL
The paid-up share capital of the Company at the beginning of this financial year was
Rs. 11,51,44,802/- consisting of 5,75,72,401 nos. of equity shares of Rs. 2/- each. During
the year under review, the Company has not issued any shares to the employees or public.
The total paid up share capital of the Company as on 31st March 2024 was Rs.
11,51,44,802/- consisting of 5,75,72,401 numbers of equity shares of Rs. 2/- each.
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 2023-24 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. 1,81,942.00
relating to financial year 2017 2018 (Interim) shall be transferred to IEPF on account of
completion of seven years. The dividend amount relating to financial year 2021-2022
(Final) Rs. 1,94,649.80 and 2022-2023 (Final) Rs. 1,29,035.00 shall remain same in
the unpaid Dividend Account of the Company.
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
Other than the points mentioned hereunder, 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.
• The Board of Directors at their meeting held on 24th June, 2024 approved for the
merger of M/s. Accel Media Ventures Limited, one of the subsidiary Company with M/s. Accel
Limited, the holding company with effect from 01st April, 2024. The application has been
filed with the Stock Exchange (BSE) for their NOC.
• M/s. Accel OEM Appliances Limited one of the subsidiary Company made a voluntary
application to ROC under Section 248 (2) of the Companies Act, 2013 on 30th April 2024 for
removing its name from Register of Companies and the same was later approved.
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 as amended ("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 2023-24,
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 I].
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
2024, 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
2024 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 31st
March, 2024 is annexed as Annexure- II.
RELATED PARTY TRANSACTIONS
During the Financial year 2023-24, 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 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.
Changes in Directors
Resignation of Mr. N. R. Panicker:
Mr. N. R. Panicker (DIN: 00236198), Chairman and Managing Director resigned from the
Board on 21st September, 2023.
Appointment of Mr. K. R. Chandrasekaran:
The Nomination and Remuneration Committee at their meeting held on 29th November, 2023
considered the appointment of Mr. K. R. Chandrasekaran [DIN: 00212855] as an
Additional Director of the Company on account of resignation of Mr. N. R. Panicker.
The Board of Directors appointed Mr. K. R. Chandrasekaran [DIN: 00212855] as an
Additional Director of the Company as per the recommendation of the Nomination
Remuneration Committee and Audit Committee, at their meeting held on 29th November, 2023
subject to the shareholders' approval.
Subsequently, the regularization of the appointment of Mr. Mr. K. R. Chandrasekaran
[DIN: 00212855] 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 21st February, 2024. Change in Designation of Mr. S.V. Rao The Board of
Directors on their meeting dated 07th March 2023 appointed Mr. S V Rao [DIN: 06600739] as
Additional Director of the Company as per the recommendation of Nomination and
Remuneration Committee. Subsequently, the regularization of this appointment as 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 office for a term 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 two–thirds of the total number of
Directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Mr. S. V. Rao (DIN:06600739), Whole-Time 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 himself for reappointment.
The Board of Directors recommends his re-appointment at Item No. 3 of the Notice
calling the 28th Annual General Meeting for consideration of the Shareholders.
The Brief resume and other details relating to Mr. S. V. Rao, 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 28th Annual
General Meeting.
Change in Key Managerial Personnel:
As per the recommendation of the Nomination Remuneration Committee, the Board of
Directors at their meeting held on 21st September, 2023 appointed Mr. N. R. Panicker as
Chief Executive Officer with immediate effect.
During the year, due to personal reasons Mr. Jagan Parthasarathy resigned from the
position of Chief Financial Officer of the Company with effect from closing business hours
of 31st August, 2023. Subsequently, the Board of Directors, as per the recommendation of
the Nomination Remuneration Committee and Audit Committee, at their meeting held on 29th
November, 2023 appointed Mr. Rajesh Kumar Nandi as Chief Financial Officer with immediate
effect. The Board of Directors at their meeting held on 25th May, 2023 approved the
resignation of Ms. H. Pavitra from the position of Whole Time Company Secretary and
Compliance Officer of the Company with effect from closing business hours of 26th May,
2023.
The Board of Directors at their meeting held on 11th August, 2023 appointed Mr. Suraj
Prakash Gupta to the position of Whole Time Company Secretary and Compliance Officer of
the Company with immediate effect and later he resigned with effect from closing business
hours of 30th November, 2023. In the same meeting held on 29th November,2023 pursuant to
the recommendation of Nomination and Remuneration, the Board of Directors approved the
appointment of Ms. K. Deepika as the Company Secretary and Compliance Officer of the
Company with effect from 01st December, 2023.
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' Databank.
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 are 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 IV.
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 40th Annual
General Meeting of the Company.
Auditors' opinion:
1. Refer to Note No. 47(b) to the Standalone Financial Statements regarding
recoverability of loan given to one of its Subsidiary Company of Rs. 490.88 Lakhs
outstanding as on 31st March 2024 (Previous year Rs. 361.69 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 2024 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
from 1st April 2024 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:
2. Refer Note number 10A (2) to the Standalone annual financial results where the
company has submitted petition for striking off through Fast track exit mode for one of
its 100% owned subsidiary-company and its impact on the financial statements as an
exceptional item.
Management Response:
M/s. Accel OEM Appliances Limited one of the subsidiary Company made a voluntary
application to ROC under Section 248 (2) of the Companies Act, 2013 on 30th April 2024 for
removing its name from Register of Companies and the same was later approved.
Auditors Comments:
3. Refer note number 48 to the Standalone Financial Statements for the year, the
balance at the end of the financial year for sundry debtors, sundry creditors, loans &
advances and advances received from the customer are subject to confirmation. The
management is of the view that there are no permanent diminution/changes to the carrying
value of these sundry debtors, loans & advances and sundry creditors; 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:
4. Refer Note number 53 to the Standalone financial statements where the Company has
proposed to amalgamate one of its subsidiary companies.
Management Response:
The Company has proposed to amalgamate one of its subsidiaries M/s. Accel Media
Ventures Limited with the Company effective from 1st April 2024 and the necessary steps
have been initiated in this regard.
Auditors Comments:
5. Refer note number (i) (c) to the Company (Audit Report) Order, 2020 of the
Standalone Financial Statements for the year, according to the information and
explanations given to us and based on the records examined by us, we report that, the
title deeds of all the Immovable properties of Land and Building which are freehold and
included under the head ‘Property, plant and equipment' are held in the name of the
Company except in cases given in Statement 1 as the title deeds are held in the name of
the erstwhile subsidiary company viz. Computer Factory (India) Private Limited –
CFIPL (amalgamated w.e.f.01.04.2020).
Management Response:
The company registered the said title deed (erstwhile subsidiary company viz. Computer
Factory (India) Private Limited – CFIPL) in the name of the Accel Ltd. on dated 18th
April'2024 vide Amalgamation Deed no 439/2024. Subsequently the company sold this property
vide sales deed no 549 dated 10th May 2024.
Auditors Comments:
6. Refer note number (iii)(c) to the Company (Audit Report) Order, 2020 of the
Standalone Financial Statements for the year, in respect of loans and advances in the
nature of loans granted by the Company, the schedule of repayment of principal and the
payment of the interest has not been stipulated and accordingly, we are unable to comment
as to whether the repayments/receipts of principal, interest are regular.
Management Response:
The company has given unsecured loans to subsidiaries, which is repayable on demand.
There is no repayment schedule as it is repayable on demand. The Company has initiated
necessary actions to collect the loan amount.
Auditors Comments:
7. Refer note number (iii)(d) to the Company (Audit Report) Order, 2020 of the
Standalone Financial Statements for the year, (d) In the absence of stipulated schedule of
repayment of principal and payment of interest in respect of loans or advances in the
nature of loans, we are unable to comment as to whether there is any amount which is
overdue for more than 90 days. Reasonable steps have been taken by the Company for
recovery of such principal amounts and interest.
Management Response:
The company has taken necessary steps for recovery of the principal amounts and
interest thereon.
Internal Auditors
M/s. Varma & Varma, Chartered Accountants was appointed as the Internal Auditors of
the Company for the Financial Year 2023-24 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 2023-24. The Report of the
Secretarial Auditor for the financial year 2023-24 is annexed as ‘Annexure V' to this
Report.
Auditor's Comment
1. During the year under review, the Company has generally complied with applicable
Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of
India.
Management response
The Company has necessary policies and practices that ensures compliance with the
provisions of the Companies Act, 2013 and Secretarial Standards (SS-1 and SS-2) issued by
The Institute of Company Secretaries of India.
Auditor's Comment
2. 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
3. The Company in continuation filed the copy of the order issued by NCLT in E-form
INC-28 with the Registrar of Companies [ROC], Chennai. However, after filing the said
e-form, the Authorised share capital of the Company is wrongly reflecting as Rs
59,50,00,000/- instead of Rs. 33,50,00,000/- in the master data on the Ministry of
Corporate Affairs portal. We understand from the Company that, it has communicated the
same to the ROC and the issue has been rectified.
Management response
The Company has communicated the same to the ROC and the issue has been rectified.
Further, the Company has taken all necessary steps to avoid such instances in future.
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
Ten (10) 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 2024. 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. Rangarajan Raghavan
(Chairman), Mrs. Shruthi Panicker and Mr. K. Nagarajan as on 31st March 2024.
IV. Stakeholders Relationship Committee
The stakeholders Relationship Committee comprises of Mr. Rangarajan Raghavan
(Chairman), Mr. K. R. Varma and Mr. K. Nagarajan as on 31st March 2024.
V. Corporate Social Responsibility Committee
The Company has constituted a CSR
Committee during the financial year 2023-24
The Committee comprises of the following Directors:
1. Mr. K. Nagarajan (Chairman)
2. Mr. Rangarajan Raghavan
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 2023-24.
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 VII to this Report".
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on as on 31st March 2023 is available in the official website of the Company
www.accel-india.com.
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.accel-india. com/investors
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.
For and on behalf of the Board of Directors
| K. NAGARAJAN |
S. V. RAO |
| Director |
Whole-Time Director |
| DIN: 02172617 |
DIN: 06600739 |
| Place: Chennai |
|
| Date: 10.08.2024 |
|
