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)
|
|
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
|
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 Share
|
Basic
|
0.67
|
0.59
|
0.57
|
0.50
|
|
Diluted
|
0.67
|
0.59
|
0.57
|
0.50
|
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 eguity 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 eguity 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 reguired 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 20172018 (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 reguired 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 Reguirements) 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 Reguirements) 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 reguired 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 adeguate 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 adeguate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance reguirements 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 Reguirements, 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.
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 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,
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. Ohandrasekaran [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. Ohandrasekaran [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. Ohandrasekaran [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 fixed 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 Reguirements) 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 subregulation (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 REPORTStatutory 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.
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.
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.
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.
DISCLOSURESCOMMITTEES 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 Whistleblower 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 reguirements 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 reguirements 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 conseguences 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 reguired Regulation 17(8) read with Schedule ii of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.
GENERAL
Your directors state that no disclosure or reporting is reguired 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 eguity 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,
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