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Abirami Financial Services (India) Ltd.

BSE: 511756 Sector: Financials
NSE: N.A. ISIN Code: INE195I01013
BSE LIVE 15:14 | 23 Nov 5.26 -0.27
(-4.88%)
OPEN

5.26

HIGH

5.26

LOW

5.26

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.26
PREVIOUS CLOSE 5.53
VOLUME 300
52-Week high 11.96
52-Week low 5.26
P/E 10.12
Mkt Cap.(Rs cr) 3.16
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.70
Sell Qty 200.00
OPEN 5.26
CLOSE 5.53
VOLUME 300
52-Week high 11.96
52-Week low 5.26
P/E 10.12
Mkt Cap.(Rs cr) 3.16
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.70
Sell Qty 200.00

Abirami Financial Services (India) Ltd. (ABIRAMIFIN) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31 st March 2015.

S.No. CONTENTS OF THE REPORT
1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS: [INSERT AS PER INFORMATION FROM THE COMPANY]:

(Rs. in lakhs)

Particulars 2014-2015 2013-14
Gross Income 110.95 124.31
Profit Before Interest and Depreciation 65.95 54.79
Finance Charges 0.01 1.41
Gross Profit 65.94 53.37
Provision for Depreciation 20.66 20.14
Net Profit Before Tax 45.28 33.23
Provision for Tax 8.30 10.72
Net Profit After Tax 36.98 22.51
Surplus carried to Balance Sheet 36.98 22.51

General Information about the Company the Board's perception of future of the companyconsidering market competition production constraints government polices etc. Majorevents concerning the company are to be highlighted.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT that affect the substanceand figures given in the Statement

NIL

3 Change in the Nature of Business if any

During the year under review the Company has surrendered its NBFC Licenqe to RBI. TheCompany intends it pursue its other main objects.

4 DIVIDEND:

The board recommends to declare a dividend at 5% for the year under review.

5 BOARD MEETINGS:

The Board of Directors duly met 4 times during this financial year on the followingdates

28/05/2014

22/07/2014

24/10/2014

02/02/2015

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Details about the Appointment Re-appointment Change in Designation Resignation ofDirectors (along with fact of resignation) Managing Directors Whole Time Directors KMPIndependent Directors.

Disclosure U/s.149(10) onAppointment of Independent directors for the second term byway of special resolution.

During the year Promoter Director Mr. Teckchand Hoondamal Vaswani & IndependentDirector Mr.J.Viswanathan have expired. & Mrs Muthulakshmi Ganesh was appointed as aDirector.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The declaration from each Independent Director of the Company under Section 149(7) ofthe Companies Act 2013 is enclosed. ANNEXUREI

8 COMPOSITION OF AUDIT COMMITTEE

Audit Committee consists ofthe following Independent Directors

Mr.K.M.Narasimhan

Mr.T.V.Srinivasan

9. VIGILMECHANISM:

Whistle Blower policy: The Company has a whistle blower mechanism wherein the employeesare free to report violation of laws rules regulations or unethical conduct to theirimmediate superiors or such other person as may be notified from time to time by themanagement. The confidentiality of those reporting violations shall be maintained and theyshall not be subjected to any discriminatory practices. No person had been denied accessto the Audit Committee.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year andprofit for company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIALPOSITION OFTHESUBSIDIARIES/ASSOCIATES/JV

The company has no Subsidiary / Joint Venture / Associate.

12 EXTRACTOFANNUALRETURN:

As required pursuant to section 92(3) oftheCompaniesAct2013 and Rule 12( 1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as apart of this Annual Report (FORMAT IN ANNEXUREII)

13 AUDITORS:

The Auditors M/s R.Bhaskar & Co Chartered Accountants D.C.Towers No. 17.3rdFloor F 37 & 38 Second Avenue Anna Nagar Chennai - 600 102 retire at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment. As per theprovisions of the Companies Act 2013 the Auditors could be appointed for a period of Oneyear from the conclusion of this Annual General Meeting till the conclusion of AGM to beheld on 2016.

14 SECRETARIAL AUDIT: Secretarial audit report as provided by Mr. G.PorselvamPractising Company Secretary is enclosed to this Report as Annexure III

15 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

16 DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

The company has not Accepted / renewed any deposits during the year.

17 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not made any Application /Petition to any of the Regulators during theyear under Review except that the Company has submitted its Draft Scheme of De-Merger tothe BSE which is under consideration.

18 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate Internal Control System.

19 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company does not have any:

SECURED LOANS: NIL

UNSECURED LOANS: NIL

CURRENT/NON-CURRENT INVESTMENTS: NIL

GUARANTEES: NIL

SECURITIES EXTENDED: NIL

20 RISK MANAGEMENT POLICY:

The company has framed Risk Management policy

21 CORPORATE SOCIAL RESPONSIBILITY POLICY:

The present Net worth / turnover of the company do not require compliance with C SR

22 RELATED PARTY TRANS ACTIONS: NIL

23 FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its ownperformance and that of its committees and individual Directors.

The company is regularly adopting its Annual Evaluation Process and the same is beingconsidered by the board.

24 Disclosure about Cost Audit

Applicability of Cost Auditor dose not arise.

25 LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 20152016 toBSE and BSE is the designated stock exchange where the shares of the company are listed.

26 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Company has taken adequate steps to adhere to all the stipulations laid down in Clause49 of the Listing Agreement. A report on Corporate Governance is included as a part ofthis Annual Report (ANNEXUREIV)

Certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Clause 49 of the ListingAgreement is attached to this report.

27 INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANYNBFC HOUSING COMPANIES ETC.

The company has surrendered its NBFC license to RBI during the year and the disclosurein this regard is not mandated.

28 SECRETARIAL STANDARDS

Standards as was in Force is being adopted

MANAGEMENT DISCUSSION & ANALYSIS:

REVIEW OF OPERATIONS:

During the year the other income of your company stood at Rs. 103.11 Lakhs compared toRs.82.67 Lakhs against the previous year. The increase is due to receipts of Dividendsfrom Investments & Mutual funds. Further there is substantial reduction in theexpenditure side due to strict austerity measures being followed & there was nofinancial cost during the year. All our proceeds are kept to the tune of Rs.4.46 Crores asFixed Deposits with our banker.

Your company is happy to inform you that due to Constant review follow ups the companyhas been complying with Asset / Income pattern norms fixed by RBI for NBF C companies inthe current year also in view of the fact that our surrendering of NBFC is yet to becleared by RBI.

Hence its profit has increased from Rs.22.51 Lakhs to Rs.36.98 Lakhs.

WEBSITE:

Performance particulars of the Company can be ascertained by the share holders / publicfrom website www.afslindia.com

FUTURE PROSPECTS:

While our Directors have carefully considered that financial market condition itthought fit to demerger the company & necessary steps are being taken to protect theshareholders interests. Your Directors are glad to inform you that necessary permissionhas been obtained from BSE and all other legal formalities will be completed soon.

ECONOMY MEASURES:

The Company has put into effect economy measures consistently with the need to continuethe 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 volatilityeconomic cycle and credit risk. Your Company manages these risks by adopting prudentbusiness and risk management policies. *

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensuresadherence to all internal control practices and procedures. The Audit Committee criticallyreviews periodically the adequacy of internal controls and suggests control measures forfurther improvement / transparency.

FIXED DEPOSITS:

The Company does not hold any deposits from the public or others as at 31 March 2015and hence the company does not have any unpaid deposit or interest.

DIRECTORS:

Mr. Teck Chand Hoondamal Vaswani & Mr. J. Viswanathan have expired on 01/01/2015and & 08/12/2014 respectively. Mrs. Muthulakshmi Ganesh was appointed as anAdditional Director with effect from 30th March 2015 on the Board of the Company.

Mr.P.Sankaran Directors retiring by rotation being eligible have offered himself forreappointment. At the Board Meeting held on 27/05/2015 Mr.P.Sankaran Executive Directorhas been re-appointed fora period of one year with effect from 19/06/2015 on the terms andconditions as detailed in the Special business/ordinary resolution placed forshareholder’s approval.

ANNEXUREI

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s ABIRAMI FINANCIAL SERVICES (INDIA) LIMITED

Dear Sir

I undertake to comply with the conditions laid down in Sub-clause of Clause 49 readwith Section 149 and Schedule IV of the Companies Act 2013 in relation to conditions ofindependence and in particular:

(a) I declare that upto the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However if and when I intend to enter intosuch relationships/transactions whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independent director from thedate of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany-

(d) I have not been a material supplier service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Thanking You.

(Sd/-)

KMNarasimhan

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s ABIRAMI FINANCIAL SERVICES (INDIA) LIMITED Dear Sir

I undertake to comply with the conditions laid down in Sub-clause of Clause 49 readwith section 149 and Schedule IV of the Companies Act 2013 in relation to conditions ofindependence and in particular:

(a) I declare that upto the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However if and when I intend to enter intosuch relationships/transactions whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independent director from thedate of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any ofthe following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany

(d) I have not been a material supplier service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i .e. owning two percent or more of the block ofvoting shares.

Thanking You.

(Sd/-)

TV Srinivasan

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