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Abirami Financial Services (India) Ltd.

BSE: 511756 Sector: Financials
NSE: N.A. ISIN Code: INE195I01013
BSE 00:00 | 13 May 5.88 0
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NSE 05:30 | 01 Jan Abirami Financial Services (India) Ltd
OPEN 5.88
PREVIOUS CLOSE 5.88
VOLUME 9000
52-Week high 6.42
52-Week low 2.87
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.88
CLOSE 5.88
VOLUME 9000
52-Week high 6.42
52-Week low 2.87
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To the Members

The Directors have pleasure in presenting before you the Twenty Eighth Annual Report ofthe Company together with the Audited Statements of Accounts for the year ended31/03/2021.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

(Rs. in lakhs)

Particulars 31-03-2021 31-03-2020
Revenue from Operations 0 0
Other Income 51.08 68.78
Profit/(Loss) before Depreciation Finance Costs Exceptional items and Tax Expense (1.32) 31.37
Less: Depreciation 10.58 9.82
Profit/(Loss) before Finance Costs Exceptional items and Tax Expense (11.90) 21.54
Less: Finance Costs 0.03 0.02
Profit/(Loss) before Exceptional items and Tax Expense (11.93) 21.53
Add/(less): Exceptional items 0 0
Profit/(Loss) before Tax Expense (11.93) 21.53
Less: Tax Expense (Current & Deferred) 0 5.54
Profit/ (Loss) for the year (1) (11.93) 15.99
Total Comprehensive Income/loss (2) 0 0
Total (1+2) (11.93) 15.99
Balance of profit for earlier years (i.e Opening reserves) 154.43 137.64
Less: Adjustments during the year 0 0.80
Less: Transfer to Debenture Redemption Reserve 0 0
Less: Transfer to Reserves 0 0
Less: Dividend paid on Equity Shares 0 0
Less: Dividend paid on Preference Shares 0 0
Less: Dividend Distribution Tax 0 0
Balance carried forward 142.50 154.43

Change in the Nature of Business if any

NIL

Declaration of dividend:-

Considering the Company's performance during the year the Directors do not propose anydividend for the financial year 2020-21.

BOARD MEETINGS:

Five meetings of the Board of Directors were held during the year. Particulars ofmeetings held and attendance by each Director are detailed in the Corporate GovernanceReport which forms part of this Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per the provisions of Section 152 of the Companies Act 2013 Mr. K.V. Aiyappanshall retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment. Your Directors recommend the same for your approval.

Mr. Arul Saravanan was appointed as Company Secretary of the Company with effect from14/09/2020.

Under Section 149 of companies Act 2013 the two consecutive term of MR. T VSrinivasan and Mr. K M Narasimhan Independent Directors concludes. The Board expressesits appreciation of the valuable contribution made by MR. T V Srinivasan and Mr. K MNarasimhan Independent Directors during their tenure of directorship.

Under Section 149 of the Companies Act 2013 Dr. M.G.Bhaskar was appointed asIndependent Director of the Company for a term of five years and his present term ofoffice concludes on 19th June 2021. The Board based on the recommendation of theNomination and Remuneration Committee reappointed Dr. M.G.Bhaskar as Independent Directorof the Company to hold office for a second and final term of five years subject toapproval of the shareholders and a special resolution for his reappointment as IndependentDirector of the Company is included in the Notice convening the 28th Annual Generalmeeting of the Company.

On the recommendations of the Nomination and Remuneration Committee and a resolutionfor the election of Mr. Arunachalam Kanaga Sabesan (DIN 02238098) as an IndependentDirector for a term of 5 years from 30/09/2021 to 29/09/2026 is included under specialbusiness in the Notice convening the 28th Annual General Meeting of the Company. On therecommendations of the Nomination and Remuneration Committee and a resolution for theelection of Mrs. Revathi Sureshkumar (DIN 08507052) as an Independent Director for a termof 5 years from 30/09/2021 to 29/09/2026 is included under special business in the Noticeconvening the 28th Annual General Meeting of the Company Brief particulars of Directorseligible for re-appointment / appointment are annexed to the Notice convening the 28thAnnual General Meeting of the Company. The details of shares held by non-executivedirectors are given in Corporate Governance Report.

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules 2014 there have been nochanges in the Directors during the year.

DECLARATION FROM INDEPENDENT DIRECTORS:

The declarations given by independent directors under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as provided under Section 149(6) ofthe Companies Act 2013 have been received by the Company. The details of familiarisationprogramme for independent directors are available on the Company's websitewww.afslindia.in.

AUDIT COMMITTEE:

Audit Committee consists of the following Independent Directors: Mr. K. M. Narasimhan– Chairman Mr. T. V. Srinivasan – Member Dr. M. G. Bhaskar – Member

VIGIL MECHANISM:

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.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that: a. In the preparation of annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; b. the directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and loss for company for that period; c. the directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; d. the directors have prepared the annualaccounts on a going concern basis; and e. the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. f. the directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/JV

The company has no Subsidiary / Joint Venture / Associate.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return of the Company is available on the Company's website athttp://www.afslindia.in.

AUDITORS:

M/s. TSG & Associates Chartered Accountants Chennai were appointed as Auditorsat the 24th Annual General Meeting of the company held on 27th September 2017 to holdoffice upto the conclusion of the 29th Annual general meeting of the company.

AUDITOR'S REPORT:

The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

INTERNAL AUDITORS

M/s R V K S and Associates Chartered Accountants Chennai have been appointed asInternal Auditors for the year 2020-21.

SECRETARIAL AUDITOR:

The Board appointed Mrs. Sindhuja Porselvam Practising Company Secretary to conductSecretarial Audit for the Financial Year 2020-21 to fill the casual vacancy caused by thedemise of the earlier Secretarial Auditor Mr. G. Porselvam Practising Company Secretarywho passed away on 23rd May 2021. The Secretarial Audit Report of Mrs. Sindhuja Porselvamfor the Financial Year is attached as Annexure I to the Board's Report.

REPLY TO THE QUALIFICATION OF SECRETARIAL AUDITOR:-

The company insisted the Independent Directors to Register in the Data bank and providea copy of Registration Certificate.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy : NIL (B) Technology absorption : NIL (C) Foreign exchangeearnings 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 theyear under Review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

SECURED LOANS : NIL UNSECURED LOANS : NIL

CURRENT/NON-CURRENT INVESTMENTS : Rs. 47.44 lakhs GUARANTEES : NIL SECURITIES EXTENDED: NIL

RISK MANAGEMENT POLICY:

The company has put in place the Risk Management policy and procedures foridentification 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 ListingRegulations your Company has formulated a Policy on Related Party Transactions. ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Related Party Transactions which are of repetitive nature are entered at marketprice and are at Arm's Length Basis. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

ANNUAL EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Board has carried out an annual evaluation of its ownperformance and that of the directors individually as well as evaluation of the working ofits Audit Nomination and Remuneration and other Committees.

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Key Managerial Personnel andother employees and their remuneration for implementation.

DISCLOSURE ABOUT COST AUDIT

Applicability of Cost Audit dose not arises.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 toBombay Stock Exchange (BSE) and BSE is the designated stock exchange where the shares ofthe company are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Act forms an integral part of this Report. (ANNEXUREII) The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance.

SECRETARIAL STANDARDS:

Standards in Force are being adopted

MATER IAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report other than those disclosed inthe financial statements.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 it is reported thatduring the year 2020-2021 no Orders were passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.

GENERAL

Your Directors state that there were no transactions in respect of the following itemsduring 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 Companyunder any scheme.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis is annexed herewith

WEBSITE:

Performance particulars of the company can be ascertained by the shareholders / publicfrom website www.afslindia.in

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.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls commensurate with itssize. During the year such controls were tested and no reportable material weaknesseswere observed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Directors further state that during the year under review there was no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company's Bankers for their continued support. TheDirectors also wish to thank the Company's customers and stakeholders for their patronage.Your Directors place on record their appreciation of the good work done by the employeesof the Company at all levels.

BY THE ORDER OF THE BOARD
(Sd/-) (Sd/-)
Muthulakshmi Ganesh P Sankaran
Director Whole Time Director
DIN:00286658 DIN: 00404210
Place : Chennai
Date : 02/09/2021

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