Accedere Ltd
Directors Reports
Dear Shareowners,
Your directors present the 40th Annual Report and the Audited Financial Statements for
the financial year ended March 31, 2023.
Rs. In Lakh
Financial Results |
2022-2023 |
2021-2022 |
Net Sales/ Income from Operations |
145.77 |
84.62 |
Other Income |
10.60 |
5.19 |
Total Income |
156.37 |
89.81 |
Finance Cost |
0.05 |
0.06 |
Profit/ Loss after Interest but before Depreciation & Taxation |
17.36 |
14.58 |
Depreciation |
16.15 |
14.54 |
Provision for Taxtion |
-1.33 |
-1.03 |
Net Profit/ Loss |
2.54 |
1.07 |
1. Transfer to Reserves
The Board of Directors of company, has decided not to transfer any amount to the
Reserves for the year under review.
2. Dividend
In view of the Insufficient profits, the director does not recommend any dividend for
this year.
3. Sales
The net turnover for the year under review amounted to Rs. 145.77 as compared to Rs.
84.62 last Year.
4. Financial Performance Review and The State of the Company's Affairs
The operations of the company have slightly been reduced but the Directors of the
Company are hopeful of better results in the coming year barring unforeseen circumstances.
5. Material Changes Affecting the Company
There have been no material changes or commitments affecting the financial position of
the company between the end of the financial year and the date of this report. There has
been no change in the nature of business of the company.
6. Fixed Deposits
The Company has no public deposits as of date and will not accept any deposits without
prior approval of the Statutory Authorities concerned.
7. Internal Control Systems and Their Adequacy
The company has an internal control system, commensurate with the size, scale and
complexity of its operations.
8. Particulars of Loans, Guarantees or Investments
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company are
given in the notes to the financial statements.
9. Directors and Key Managerial Personnel
In terms of the provisions of the Act and the Articles of Association of the company,
Mr. Ashwin Chaudhary Whole-time Director, retires by rotation at the ensuing annual
general meeting and being eligible, offers himself for re-appointment.
The company has received declarations from all the Independent Directors of the company
confirming that they meet the criteria of independence pursuant to section 149(6) of the
Act.
During the year under review, Mrs. Jigyasha Jain was appointed as Company Secretary cum
Compliance Officer of the Company under Section 203 of the Act with effect from February
24, 2023 in place of Shri Ankit Rajendra Kumar Shah Company Secretary cum Compliance
Officer.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance, the Directors individually as well as
the evaluation of the working of its Audit and Nomination cum, Appointment
&Remuneration Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
11. Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
The Remuneration Policy to be followed as stated in the Corporate Governance Report.
12. Meetings
During the year Seven Board Meetings and four Audit Committee Meetings were convened
and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
13. Director's Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended on March 31, 2023 and state that:
I. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
II. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
VI. There is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
14. Auditors' Report
M/s Gupta Raj & Co, Chartered Accountants, (FRN. 001687N) Statutory Auditor were
appointed in the 40th annual general meeting to hold office of Statutory Auditor of the
Company up to the Annual General Meeting for the financial year 2022-23.
15. Secretarial Audit
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s V R Associates, Company Secretaries to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith as “Annexure A”.
Our comments on the observations made in the Secretarial Audit Report are as under:
a. Internal Auditor appointment was made however due to COVID-19 Company is in search
of another Internal Auditor and shall comply with this requirement soon.
b. Other Quarterly Compliance will be done within the prescribed time-limit as company
secretary suffering from health issues.
16. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as “Annexure B.”
17. Corporate Social Responsibility:
The company has been incurring losses during the last 3 years and hence the provisions
of Corporate Social Responsibility as laid down in section 135 of the Act is not yet
applicable to the company.
18. Related Party Transactions
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
the interest of the company at large. (“Annexure C”- AOC-2)
19. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Code has been placed on the Company's website www.accedere.iohttp://www.ecominfotech.biz/.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders. All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
20. Vigil Mechanism / Whistle Blower Policy
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be known as the
‘Whistle Blower Policy' for its Directors and employees, to report instances of
unethical behavior, actual or suspected, fraud or violation of the Company's Code of
Conduct. The aim of the policy is to provide adequate safeguards against victimization of
whistle blower who avails of the mechanism and also provide direct access to the Chairman
of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy' has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics Counselor
or the Chairman of the Audit Committee of the Company. The purpose of this policy is to
provide a framework to promote responsible and secure whistle blowing. It protects
employees willing to raise a concern about serious irregularities within the Company.
21. Prevention of Insider Trading
The Company has adopted a Code of Conduct for the Prevention of Insider T rading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the T rading Window is closed. The Board is responsible for the
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
22. Information Pursuant to Section 134(3) Of The Companies Act, 2013
Page 17 of 31
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees' particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such a member may write to the Company Secretary in advance.
The prescribed particulars of Conservation of Energy, Technology Absorption do not
apply to your Company.
There are no foreign exchange earnings & outgo during the year under report.
23. Accounts & Auditor's Report
The observation made by the Auditors in their report has been duly Clarified /
explained in the relevant notes forming part of the Annual Accounts which are
self-explanatory.
24. Report on Corporate Governance
The Report on Corporate Governance is attached to this Report.
Disclosure 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. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The company does not have the requisite number of employees for
the constitution of the Internal Complaints Committee (ICC) under the said Act.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23
• No of complaints received: Nil
• No of complaints disposed of. Nil
Acknowledgment:
The Board of Directors would like to extend their thankfulness to Banks employee,
clients and Shareholders of the Company for their continued support besides government at
all levels.
For and on Behalf of the Board of Directors,
MANAGING DIRECTOR ASHWIN CHAUDHARY (DIN: 00365164)
DIRECTOR PRIYA CHAUDHARY (DIN: 00365261)
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