To The Members Accel Limited
Your directors are delighted to present their report on Company's Business Operationsalong with the Audited Financial Statements for the year 31st March 2021.
(Rs. in Lakhs)
| ||Standalone ||Consolidated |
|Particulars ||For Financial Year ended 31 March 2021 ||For Financial Year ended 31 March 2020 ||For Financial Year ended 31 March 2021 ||For Financial Year ended 31 March 2020 |
|Total Income ||6984.49 ||237.86 ||7177.70 ||1574.17 |
|Total Expenditure ||7332.40 ||474.44 ||7822.56 ||2123.79 |
|Profit/(loss) before Exceptional Items ||(347.91) ||(236.58) ||(644.86) ||(236.58) |
|Exceptional Items- Income ||490.74 ||- ||490.74 ||- |
|Profit/ (Loss) Before Tax ||142.83 ||(236.58) ||(154.12) ||(549.62) |
|Current Tax ||(24.00) ||- ||81.40 ||1.79 |
|Deferred Tax expenses/ savings ||157.34 ||- ||(155.06) ||0.18 |
|Net Profit/(Loss) After Tax ||276.17 ||(236.58) ||(80.47) ||(551.23) |
|Other Comprehensive Expenses ( Net of Tax) ||15.77 ||(0.86) ||15.77 ||(0.66) |
|Total Comprehensive Income for the period ||291.95 ||(237.44) ||(64.69) ||(551.89) |
|Earnings Per Basic ||0.51 ||(0.42) ||(0.11) ||(0.97) |
|Share Diluted ||0.51 ||(0.42) ||(0.11) ||(0.97) |
2. Review of Operations
During the year under review your company recorded total income of Rs.6984.49 lakhs(Previous Year Rs.237.86 lakhs) The Company reported a profit of Rs.276.17 lakhs.
Accel Limited is in the business of providing post-sales support including warranty andpost warranty services to leading brands in IT Mobility and Medical products. Apart fromsupporting brands for the break-fix services your Company also provides InfrastructureManagement Services E-Waste Management Services and Managed Print Services. During theyear under review the company has acquired the shares of the company M/s. Ensure
Support Services (India) Limited [currently known as Accel IT Services Limited]. Thecompany along with its nominees acquired the entire shareholding through the execution ofShare Purchase Agreement dated 31st July 2020 thereby becoming the wholly ownedsubsidiary of Accel Limited. Thereafter the company has submitted a Scheme of Mergerunder Section 233 of the Companies Act 2013 on 22nd September 2021 with the RegionalDirector Southern Regions for the merger of holding company with its wholly ownedsubsidiaries namely M/s. Ensure support Services (India) Limited and M/s. ComputerFactory (India) Private Limited. However the application is still pending for approvalbefore the Regional Director.
Consequently the company proposed for business transfer and executed the same throughBusiness Transfer Agreement dated 02nd March 2021 wherein the business of two abovementioned wholly owned subsidiary companies are transferred to the holding company by wayof slump sale for a lump sum consideration of Rs. 26.20 crores/-. Hence the currentyear's financials of the company shows a consolidated figure of the subsidiary companiesas well. Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.
During the year under review the Company has not declared any dividend.
4. Transfer To Reserves
No amount was transferred to reserves during the FY 2020-21.
5. Material changes and commitments affecting the financial position between theend of financial year and date of report after the balance sheet date
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and the date of this report.
6. Management Discussion and Analysis
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
7. 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 (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2020-21 togetherwith the Auditors' Report form part of this Annual Report.
8. Subsidiary Companies/ Associate Companies/ Holding Companies/ Joint Ventures
A statement containing the salient features of the financial statement of SubsidiaryCompanies / Associate Companies as per Section 129(3) of the Companies Act 2013 isprovided in Form No. AOC -1 is attached as Annexure I to the consolidated financialstatement and therefore not repeated to avoid duplication.
9. Directors' Responsibility Statement
As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that-i. in thepreparation of the annual financial statements for the year ended 31st March 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; ii. such accounting policies have been selected andapplied consistently and made such judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at the end ofthe financial year 31st March 2021 and of the profit/ loss of the Company for that period;iii. proper and sufficient care have been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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. internalfinancial controls have been laid down and followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and vi. proper systems havebeen devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
10. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI"). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report. The requisite certificate from the Auditorsof the Company confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance.
11. Related Party Transactions
During the FY 2020-21 Related Party Transactions as defined under Section 188 of theAct read with Companies (Meeting of Board and its Powers) Rules 2014 and the ListingRegulations as amended were at arm's length and in ordinary course of business. Omnibusapproval for related party transactions (at arm's length and in ordinary course ofbusiness) which were foreseen and repetitive in nature was obtained from the AuditCommittee from time to time. During the period under review your Company did not enterinto any Related Party Transaction which may be considered material in terms of Section188 of the Act read with Companies (Meeting of Board and its Powers) Rules 2014 asamended and thus disclosure in Form AOC-2 is annexed as Annexure- II to this Report.
12. Risk Management Policy
Information on the development and implementation of a Risk Management Policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.
13. Details of internal financial controls with reference to the financial statements
The Company has in place adequate financial controls commensurate with the size of thebusiness. During the year such controls were tested and no reportable material weaknessin the design or operation was observed.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
14. Directors and Key Managerial Personnel
During the year under review all independent directors have submitted the declarationof independence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149 (6) of the said Actand Regulation 16(1)(b) of SEBI Listing Regulations 2015.
I. Changes in Directors
Appointment of Independent Director:
Mr. K. Nagarajan was appointed as an Non- Executive Additional Director in the Board ofDirectors of the Company vide resolution passed at the meeting of Board of Directors on23rd October 2020 with immediate effect. Subsequently at the Annual General Meeting heldon 9th December 2020 the appointment was regularized. Mr. K. Nagarajan as an IndependentDirector shall hold office for a period of 3 years and shall not be liable to retire byrotation.
Retirement by Rotation:
The independent directors hold office for a fixed term not exceeding five years fromthe date of their appointment and are not liable to retire by rotation. The Companies Act2013 mandates that at least twothirds of the total number of directors (excludingindependent directors) shall be liable to retire by rotation. Accordingly Ms. ShruthiPanicker (DIN 07148631) Director being the longest in the office amongst the directorsliable to retire by rotation retires from the Board by rotation this year and beingeligible has offered her candidature for reappointment. Brief detail of Ms. ShruthiPanicker who is seeking reappointment is given in the notice of annual general meeting.
II. Change in Key Managerial Personnel:
There was no change in the Key Managerial Personnel during the year under review.
However due to person reasons and commitment Ms. Priyam Agrawal Company secretary& Compliance Officer and Mr. P Subramanyam Chief financial Officer of the Company hastendered their resignation w.e.f 19th April 2021.
Accordingly the Board of Directors at their meeting held on 18th April 2021 andpursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. KSuryanarayanan as a Chief Financial officer and Mr. P Subramanyam as a Company Secretary& Compliance Officer of the Company. The Company has received declarations from allthe Independent Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under the Act and the ListingRegulations and
b) they have registered their names in the Independent Directors' Databank.
Detailed information on the directors is provided in the Corporate Governance Report.
15. Performance Evaluation
The Company has a policy for performance evaluation of the Board Committees and otherindividual Directors including Independent Directors) which include criteria forperformance evaluation of Non-executive Directors and Executive Directors. In accordancewith the manner specified by the Nomination and Remuneration Committee the Board carriedout annual performance evaluation of the Board its Committees and Individual Directors.The Independent Directors carried out annual performance evaluation of the Chairperson.The Chairman of the respective Committees shared the report on evaluation with therespective Committee members.
The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Committees. A consolidated report was shared with theChairman of the Board for his review and giving feedback to each Director.
16. Auditors and Audit Report Statutory Auditors
M/s. K. S. Aiyar & Co. Chartered Accountants was appointed as the StatutoryAuditors of the Company at the 34th Annual General Meeting to fill the casual vacancycaused due to the resignation of the erstwhile auditors to hold office till theconclusion of the 35th Annual General Meeting.
The Board of Directors in their meeting held on 30th June 2021 has proposed to appointM/s. K. S. Aiyar & Co. as the Statutory Auditors of the company to hold office for aperiod of 5 years. The said appointment will be placed before the members for theirapproval in the ensuing Annual General Meeting.
1. We draw attention to Note No. 46(a) to the Standalone Financial Statements thecompany has to receive Inter Corporate Deposits (ICDs) of Rs. 375 Lakhs. Having regards tothe factors considered by the Management discussed in the aforesaid note the Managementis of the view that there is no permanent diminution to the carrying value of these ICDsand hence no adjustment has been made in this regard in the accompanying financialstatements.
The company has received a sum of Rs.46 lakhs during the first quarter. The company isconfident of recovering the balance amount.
2. We draw attention to Note no. 46 (b) to the Standalone Financial Statements inrespect of investments loans & advances and interest receivable totaling to Rs.453.88 in Accel OEM Appliances Limited (AOAL) a subsidiary company. Having regards to thefactors considered by the Management discussed in the aforesaid note the Management isof the view that there is no permanent diminution to the carrying value of theseinvestments and hence no adjustment has been made in this regard in the accompanyingfinancial statements.
The Subsidiary company is having a Property worth valuing Rs. 450 Lakhs in the bookswhich will cover the cost of the Investments made in the company. The company is in theprocess of realizing the amount by selling the property.
3. We draw attention to note no. 47 to the Standalone Financial Statements for theyear the balance at the end of the financial year for sundry debtors sundry creditorsloans & advances and advances received from the customers are subject to confirmation.The Management is of the view that there is no permanent diminution to the carrying valueof these sundry debtors and loans & advances hence no adjustment has been made in thisregard in the accompanying financial statements.
The company has made sufficient provision in the books for the receivable value and notexpecting any diminution in receivable and loans & advances.
4. We draw attention to Note no. 51 to the Standalone financial Statements relating toexceptional items of Rs. 490.73 lakhs identified by the Management for the previous years'expenses/provisions no longer required has been shown an exceptional revenue item in theProfit and Loss Account in the accompanying financial statements.
The company has reviewed the payables and concluded certain provisions made in thebooks during the previous years is no longer required due to various reasons and henceconsidered this as exceptional item in the books.
5. We draw attention to Note no 52 to the Standalone financial statements whichexplain the Management's Assessment of financial impact due to SARS COVID 19 and hence noadjustments have been made in the accompanying financial statements.
As per the Company's assessment which is based on the use of internal and externalsources of information the Company does not expect any significant impact on carryingamounts of financial and non-financial assets. The Company will continue to monitorchanges in future economic conditions and take appropriate actions.
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended yourDirectors appointed M/s. J.M. & Associates Company Secretaries to undertake theSecretarial Audit of your Company for FY 2020-21. The Report of the Secretarial Auditorfor FY 2020-21 is annexed as Annexure III' to this Report.
Secretarial audit report of material subsidiary is also annexed to this report
1. The Company has borrowed loans from one of its subsidiary and the approval of theBoard of Directors for such borrowing has not been reported vide e-Form MGT -14 inaccordance with Section 117 read with Section 179(3) of the Act.
The Company has taken a blanket resolution in the Board meeting dated 29.07.2020 forutilizing the surplus funds of the subsidiary companies by way of Inter-CorporateDeposits.
2. The Company has waived off the interest payable on loans granted to one of itssubsidiary company and the same is not in compliance with Section 186 of the Act.
The transaction for waiving off the interest payable on loans was carried out with theguidance of the Statutory Auditor as the subsidiary company has neither commenced itsbusiness nor generated revenue to pay off the interest.
3. The Company is required to appoint an Independent director in its Material unlistedsubsidiary in accordance with the provisions of Regulation 24 of SEBI (LODR) Regulations2015 on 1st April 2020 but the same has been complied with only on 2nd March 2021.
The company took necessary steps to comply with the provisions and in this regardappointed the Independent Director in the Board of material unlisted subsidiary on 2ndMarch 2021.
4. The Company has submitted the Financial results in XBRL mode for the quarter andhalf year ended 30th September 2020 on 16th November 2020 which is beyond 24 hours fromthe conclusion of the Board meeting held on 12th November 2020.
The delay in filing was due to the website crash of BSE Portal at the last date offiling. Also the changes in version of excel XBRL utility of Financial results consumed alonger time than before.
I. Meetings of the Board
Eight Meetings of the Board of Directors were held during the year. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport.
II. Audit Committee
The Audit Committee comprises of 3 Directors namely Dr. M. Ayyappan (Chairman) Dr.C.N.Ramchand Mrs. Shruthi Panicker. During the year all the recommendations made by theAudit Committee were accepted by the Board.
III. Nomination And Remuneration Committee
The Nomination and Remuneration Committee comprises of Dr. C.N. Ramchand (Chairman)Dr. M. Ayyappan Mrs. Shruthi Panicker.
IV. Vigil Mechanism
The Company has established a robust Vigil Mechanism and a Whistle-blower policy inaccordance with provisions of the Act and Listing Regulations. The Vigil Mechanism issupervised by an Ethics & Compliance Task Force' comprising a member of theBoard as the Chairperson and senior executives as members. Protected disclosures can bemade by a whistle-blower through an e-mail or dedicated telephone line or a letter to theEthics & Compliance Task Force or to the Chairman of the Audit Committee. The VigilMechanism and Whistle-blower policy is put up on the Company's website and can be accessedat www. accel-india.com V. Reporting under the Sexual Harassment of Woman at workplace(Prevention Prohibition and Redressal) Act 2013.
The company has in place an Anti-Sexual Harassment policy in line with the requirementsof The Sexual Harassment of Women at the workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No case was reported relating toSexual harassment complaints during FY 2020-21.
VI. Particulars of loans guarantees or investments
Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the Financial Statements.
VII. Conservation Of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in an Annexure IV' to this Report.
VIII. Extract Of Annual Return
The extract of Annual Return as provided under subsection (3) of section 92 of theCompanies Act 2013 in the prescribed form MGT-9 is annexed as Annexure V' to thisReport.
IX. Particulars Of Employees
The information required under section 197 of the Act and rules made there-under inrespect of employees of the company is provided as Annexure VI to this Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under anyscheme.
The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy Code 2016.
The Board of Directors take this opportunity to thank all its shareholders valuedcustomers banks Government and statutory authorities investors and stock exchanges fortheir continued support to the Company. Your Directors wish to place on record their deepsense of appreciation for the committed services by employees. Your Directors acknowledgewith gratitude the encouragement and support extended by the valued shareholders and thePromoters of the Company.
|For and on behalf of the Board of Directors || |
|N.R.Panicker ||C.N.Ramchand |
|Managing Director ||Director |
|DIN 00236198 ||DIN 05166709 |
|Place: Chennai || |
|Date: 12.08.2021 || |