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5174940316.Pdf 30th Annual Report 2015 - 2016 ACCEL TRANSMATIC LIMITED CIN :L30007TN1986PLC100219 III Floor, SFI COMPLEX 177 Valluvar Kottam High Road Nungambakkam, Chennai 600 034 Telephone: 044-28222262 E-Mail: [email protected] www.acceltransmatic.com ACCEL TRANSMATIC LIMITED ACCEL TRANSMATIC LIMITED *Forward looking statement *In this annual report, we have mentioned certain forward looking information to enable investors to comprehend our business model and future prospects and make informed investment decisions. This annual report and other communications from us, oral or written, may include certain forward looking statements that set out certain anticipated results based on managements assumptions and plans. Even though the management believes that they have been prudent in making such assumptions, we cannot guarantee that these forward looking statements will be realised. We undertake no obligation to update forward looking statements. The achievement of results is subject to various risks, known and unknown. We request readers to bear this in mind while reading this report. Contents Page No. 1. Notice to Members 2 2. Directors' Report 12 3. Corporate Governance Report 27 4. Secretarial Audit Report 42 5. Financial Statements 5.1 Auditors' Report 44 5.2 Balance Sheet 52 5.3 Statement of Profit & Loss 53 5.4 Cash Flow Statement 54 5.5 Summary of Significant accounting policies 55 and other explanatory information ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 CORPORATE INFORMATION BOARD OF DIRECTORS STATUTORY AUDITORS Mr. N.R. Panicker M/s. Varma & Varma Chairman & Managing Director 106, “Sreela Terrace” First Main Road, Gandhi Nagar Mr. K.R.Chandrasekaran Adayar, Chennai 600 020 Director INTERNAL AUDITORS Mr. N. Gopalakrishnan Nair M/s. Vijayakumar & Easwaran Independent Director Chartered Accountants Mr. C.K. Kerala Varma Sasthamangalam Independent Director Trivandrum 695 010 Ms. Shruthi Panicker PRINCIPAL BANKERS Director M/s. State Bank of India, Trivandrum M/s. The Federal Bank Ltd, Chennai Dr. C.N. Ramchand Additional Director (w.e.f. 10.11.2016) REGISTERED OFFICE “Accel House” 3rd Floor Dr. M. Ayyappan N o . 7 5 N e l s o n M a n i c k a m R o a d , Additional Director (w.e.f.10.11.2016) Aminjikarai, Chennai 600 029 BOARD COMMITEES CORPORATE OFFICE AUDIT COMMITTEE “SFI Complex” 3rd Floor, Mr. C.K. Kerala Varma No.176, Valluvarkottam High Road Mr. N. Gopalakrishnan Nair Nungambakkam, Chennai 600 034 Mr. K.R.Chandrasekaran REGISTRARS & SHARE TRANSFER NOMINATION AND AGENTS REMUNERATION COMMITTEE M/s. Integrated Enterprises (India) Ltd Mr. N. Gopalakrishnan Nair K E N C E S Towers, 2nd Floor, No.1 Mr. C.K. Kerala Varma Ramakrishna Street, North Usman Road, Mr. K.R.Chandrasekaran T. Nagar, Chennai 600 017. STAKEHOLDERS’ RELATIONSHIP S T O C K E X C H A N G E W H E R E COMMITTEE COMPANY’S SHARES ARE LISTED Mr. K.R.Chandrasekaran The BSE Limited, 25th Floor, P.J. Towers, Mr. N.R. Panicker Dalal Street, Mumbai 400 001 Mr. C.K. Kerala Varma ANIMATION DIVISION 1) No.55, 1st Floor, Murugesa Naicker COMPANY SECRETARY Office Complex, Greams Road, Ms. Shoba Giridharan Thousand Lights, Chennai 600006. LEGAL ADVISORS 2) DRISHYA Building, Animation SEZ, M/s. Ramasubramaniam & Associates KINFRA Film & Video Park 6/1, Bishop Wallers Avenue (West) Kazhakuttam, Trivandrum 695585 Mylapore, Chennai 600 004 ENGINEERING DIVISION: Shed No.34, SIDCO Electronics SECRETARIAL AUDITOR Complex, Guindy, Chennai 600032 Mr. S.T. Prabhu Practising Company Secretary COMPANY IDENTIFICATION Royal Arcade, 1132-B, I Block, NUMBER: Anna Nagar (West), Chennai 600 040 L30007TN1986PLC100219 1 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 NOTICE TO MEMBERS 5. Re-Appointment of Statutory Auditors To “To consider and if thought fit, to pass with or THE MEMBERS OF ACCEL TRANSMATIC without modification(s), the following LIMITED resolution as an Ordinary Resolution: NOTICE is hereby given that the Thirtieth Annual RESOLVED that pursuant to the provisions of General Meeting of the members of Accel Section 139 and other applicable provisions, if Transmatic Limited will be held on Friday, the 30th any, of the Companies Act ,2013 and the Rules Day of December 2016 at “Hotel Rain Drops”, framed there under, as amended from time to 169/2, Greams Road, Chennai 600006 at 11.30 A.M time, M/s. Varma & Varma, Chartered to transact the following business: Accountants, Chennai, bearing ( I C A I ORDINARY BUSINESS: Registration No. 4532S ), be and are hereby re- 1. To receive, consider and adopt the Audited appointed as Statutory Auditors of the Financial Statements of the Company as at Company (being third year in the block of five March 31, 2016 including audited Balance Sheet years ending 2019) to hold the office from the as at March 31, 2016 and the statement of Profit conclusion of this Annual General Meeting till and Loss for the year ended on that date and the the conclusion of the 33rdAnnual General reports of the Directors and Auditors thereon Meeting of the Company to be held in the year and in this regard, pass the following 2019 (subject to ratification of the appointment resolution(s) as an Ordinary Resolution(s): at every subsequent Annual General Meeting) RESOLVED THAT the audited financial at such remuneration and out of pocket statement of the Company for the financial year ended March 31, 2016 and the reports of the expenses, as may be decided by the Audit Board of Directors and Auditors thereon laid Committee or the Board of Directors of the before this meeting, be and are hereby Company. considered and adopted.” SPECIAL BUSINES: 2. To consider and if thought fit, to pass with or without modification as an Ordinary Resolution: 6. To consider and, if thought fit, to pass with or RESOLVED THAT Mr. C.K. Kerala Varma (DIN: without modification(s), the following 06949901), a Director liable to retire by resolution as an Ordinary Resolution: rotation, who does not seek re-election, is not APPOINTMENT OF MR. N.R.PANICKER AS reappointed a Director of the Company. CHAIRMAN & MANAGING DIRECTOR OF RESOLVED FURTHER THAT the vacancy, so T H E C O M P A N Y A N D P A Y M E N T O F created on the Board of Directors of the REMUNERATION. Company be not filled. 3. To consider and if thought fit, to pass with or R E S O L V E D T H A T b a s e d o n t h e without modification as an Ordinary Resolution: recommendations of the Nomination and RESOLVED THAT Mr. N. Gopalakrishnan Nair Remuneration Committee through Audit (DIN: 02420937), a Director liable to retire by Committee and in accordance with the rotation, who does not seek re-election, is not provisions of Sections 196,197 and 203 read reappointed a Director of the Company. with Schedule V and all other applicable RESOLVED FURTHER THAT the vacancy, so provisions of the Companies Act, 2013 and the created on the Board of Directors of the Companies (Appointment and Remuneration of Company be not filled. Managerial Personnel) Rules 2014 (including 4. To consider and if thought fit, to pass with or any statutory modification(s) or re-enactment without modification as an Ordinary Resolution: thereof for the time being in force) and subject RESOLVED THAT Mr. K.R.Chandrasekaran to the approval of shareholders in the Annual (DIN: 00212855), a Director liable to retire by G e n e r a l M e e t i n g , M r. N . R . P a n i c k e r rotation, who does not seek re-election, is not (DIN00236198) be and is hereby designated as reappointed a Director of the Company. Chairman & Managing Director of the Company RESOLVED FURTHER THAT the vacancy, so for a period of 3 years with effect from 1st April created on the Board of Directors of the 2016. Company be not filled. 2 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 7. To consider and if thought fit, to pass with or as an Independent Director of the Company to without modification(s), the following hold office for three consecutive years, upto the resolution as an Ordinary Resolution: conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019.” “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the By order of the Board Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board Shoba Giridharan of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including Company Secretary any statutory modification(s) or re-enactment Registered Office thereof for the time being in force), Dr. C.N. Accel House, 3rd Floor Ramchand (holding DIN : 05166709), who was 75, Nelson Manickam Road appointed as an Additional Director under Section 161(1) of the Companies Act, 2013 with Chennai 600 029 effect from 10th November, 2016 and in respect CIN:L30007TN1986PLC100219 of whom the Company has received a notice in writing from a member along with a requisite deposit amount proposing his candidature for Place: Chennai the office of Director, be and is hereby appointed Date :10/11/2016 as an Independent Director of the Company to hold office for three consecutive years upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019.” 8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Dr.
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