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. M Ayyappan (holding DIN : 00117374), who was appointed as an Additional Director under Section 161(1) of the Companies Act, 2013 with effect from 10th November, 2016 and in respect of whom the Company has received a notice in writing from a member, along with a requisite deposit amount proposing his candidature for the office of Director, be and is hereby appointed
3 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
NOTES: vote on resolutions at the 30TH AGM by electronic means and all the items of the 1. The Explanatory Statement pursuant to business may be transacted through e-voting Section 102(1) and (2) of the Companies Act, services provided by National Securities 2013 in respect of Item No.5 and special Depository Limited (NSDL). In order to enable business Nos. 6 to 8 is annexed hereto. its members, who do not have access to e- 2. A MEMBER ENTITLED TO ATTEND AND VOTE voting facility to send their assent or dissent in AT THE MEETING IS ENTITLED TO APPOINT A writing in respect of the resolutions as set out PROXY TO ATTEND AND VOTE ON A POLL in this Notice, the Company is enclosing Ballot INSTEAD OF HIMSELF / HERSELF AND SUCH Form along with the Notice. Instructions for PROXY NEED NOT BE A MEMBER OF THE Ballot Form are given at the back of the said COMPANY. form and instructions for e-voting are given with this Annual Report. Resolutions passed by 3. A person can act as proxy on behalf of members through Ballot Forms or e-voting is members not exceeding fifty and holding in the deemed to have been passed as if they have aggregate not more than 10% of the total been passed at a General Meeting of the share capital of the Company carrying voting members. Members of the Company holding rights. Provided that a member holding more shares either in physical form or in than 10% of the total share capital of the dematerialized form as on the cut off date i.e. Company carrying voting rights may appoint a 23rd December 2016 may cast their votes by single person as proxy and such person shall electronic means, Ballots enclosed or in the not act as proxy for any other person or AGM. member. 10. The facility for voting, either through electronic 4. Proxies, in order to be effective should be duly voting system or ballot or polling paper shall stamped, completed, signed and must be sent also be made available at the meeting and to the Company so as to receive at its members attending the meeting who have not registered office not later than 48 hours before already cast their vote by remote e-voting or by the commencement of the AGM. ballot form shall be able to exercise their right 5. Corporate members intending to send their at the meeting. authorized representatives to attend the AGM 11. The members who have cast their vote by are requested to send a duly certified copy of remote e-voting or by ballot form prior to the the board resolution authorizing their meeting may also attend the meeting but shall representatives to attend and vote on their not be entitled to cast their vote again. behalf at the AGM. 12. The Notice of 30th AGM, details and 6. The members are requested to bring duly filled instructions for e-voting and the Annual Report attendance slip along with their copy of Annual of the Company for the year ended 31st March, Report at the AGM. 2016 is uploaded on the Company’s website 7. Register of Directors and Key Managerial www.acceltransmatic.com and may be Personnel of the Company and their accessed by the members. The physical copies shareholding maintained under Section 170 of of the aforesaid documents will also be the Companies Act, 2013 will be available for available at the Company’s registered office for inspection by the members at the AGM. inspection during normal business hours on working days. 8. The Register of Contracts and Arrangements in which the Directors are interested maintained Copies of the above documents are being sent under Section 189 of the Companies Act, 2013 by electronic mode to the members whose will be available for inspection by the members email addresses are registered with the at the AGM. Company / Depository Participant(s) for communication purposes unless any member 9. In compliance with the provisions of Section has requested for a hard copy of the same. For 108 of the Companies Act, 2013, read with Rule members who have not registered their email 20 of the Companies (Management and addresses, physical copies of the aforesaid Administration) Rules, 2014 as amended from documents are being sent by the permitted time to time and Clause 35B of the Listing mode. Agreement, the Company is pleased to provide 13. A person, whose name is recorded in the members the facility to exercise their right to register of members or in the register of 4 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
beneficial owners maintained by the from the date of transfer to the Company’s depositories as on the cut-off date i.e. 23rd Unpaid Dividend Account, will, as per Section December 2016 only shall be entitled to avail 124 of the Companies Act, 2013, be transferred the remote e-voting facility as well as voting in to the IEPF. the AGM. 21. The Company has transferred the unpaid or 14. Any person who becomes a member of the unclaimed dividends declared upto financial Company after dispatch of the Notice of the year 2006-2007 from time to time on due dates Meeting and holding shares as on the cut-off to the Investor Education and Protection Fund date i.e. 23rd December 2016 (“Incremental (IEPF) established by the Central Government. Members”) may obtain the User ID and Pursuant to the provisions of the IEPF fund password by either sending an e-mail request (Uploading of Information regarding Unpaid to [email protected] or calling on Toll free No. and Unclaimed Amounts lying with the 1800-222-990. Company) rules 2012. The Company has 15. If the member is already registered with NSDL uploaded the details of Unpaid and Unclaimed e-voting platform then he can use his existing amounts lying with the Company as on the User ID and password for casting the vote 29th September 2014 (date of the last Annual through remote e-voting. General Meeting on the website of the Company and also on the website of the 16. The Scrutinizer shall, immediately after the Ministry of Corporate Affairs) conclusion of voting at the AGM, count the votes cast at the AGM and thereafter unblock 22. Pursuant to Section 72 of the Companies Act, the votes cast through remote e-voting in the 2013, members holding shares in physical form presence of at least 2 witnesses not in may file nomination in the prescribed Form SH- employment of the Company. The Scrutinizer 13 and for cancellation / variation in shall submit a consolidated Scrutinizer’s Report nomination in the prescribed Form SH-14 with of the total votes cast in favour of or against, if the Company’s Registrar & Transfer Agents In any, not later than 3 days after the conclusion respect of shares held in Electronic / Demat of the AGM to the Chairman of the Company. form, the nomination form may be filed with The Chairman, or any other person authorized the respective Depository Participant. by the Chairman, shall declare the result of the 23. As required in terms of Clause 49 of the Listing voting forthwith. Agreement with the Stock Exchanges, the 17. The members are requested to intimate to the information (including profile and expertise in Company, queries, if any, at least 10 days specific functional areas) pertaining to before the date of the meeting to enable the Directors recommended for appointment / re- management to keep the required information appointment in the AGM is forming part of the available at the meeting. Explanatory Statement given below. The Directors have furnished the requisite consent 18. Pursuant to Section 91 of the Companies Act / declarations for their appointment / re- 2013, the Register of Members and the Share appointment as required under the Companies Transfer Register of the Company will remain Act, 2013 and the Rules thereunder. closed from 24th December 2016 to 30th December 2016 (both days inclusive). 24. The Securities and Exchange Board of India 19. Trading in the shares of the Company can be (SEBI) has mandated the submission of d o n e i n d e m a t e r i a l i z e d f o r m o n l y. Permanent Account Number (PAN) by every Dematerialization would facilitate paperless participant in securities market. Members trading through state-of-the-art technology, holding shares in electronic form are, quick transfer of corporate benefits to therefore, requested to submit the PAN to their members and avoid inherent problems of bad DPs with whom they are maintaining their deliveries, loss in postal transit, theft and Demat accounts and members holding shares mutilation of share certificate and will not in physical form to the Company / Registrar & attract any stamp duty. Hence, we request all Transfer Agents. t h o s e m e m b e r s w h o h a v e s t i l l n o t 25. All documents referred to in the accompanying dematerialized their shares to get their shares Notice and the Explanatory Statement shall be dematerialized at the earliest. open for inspection at the Registered Office of 20. Members are requested to note that dividends the Company during normal business hours not encashed or claimed within seven years (10:00 a.m. to 06:00 p.m.) on all working days
5 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
except second and fourth Saturdays, up to the A. In case a Member receives an email from NSDL date of the AGM of the Company. [for members whose email IDs are registered with the Company/Depository Participants(s)] 26. Members, who have not registered their e-mail : addresses so far, are requested to register their e-mail address with the Company / Depository i. Open email and open PDF file viz; “remote e- Participant(s) for receiving all communication voting.pdf” with your Client ID or Folio No. as including Annual Report, Notices, Circulars, password. The said PDF file contains your user etc. from the Company electronically. ID and password/PIN for remote e-voting. Please note that the password is an initial 27. Instructions for e-voting: password. I. In compliance with provisions of Section 108 of ii. Launch internet browser by typing the the Companies Act, 2013, Rule 20 of the f o l l o w i n g U R L : Companies (Management and Administration) https://www.evoting.nsdl.com/ Rules, 2014 as amended by the Companies ( M a n a g e m e n t a n d A d m i n i s t r a t i o n ) iii. Click on Shareholder - Login Amendment Rules, 2015 and Clause 35B of the iv. Put user I D and password as initial Listing Agreement, the Company is pleased to password/PIN noted in step (i) above. Click provide members facility to exercise their right Login. to vote on resolutions proposed to be considered at the Annual General Meeting v. Password change menu appears. Change the (AGM) by electronic means and the business password/PIN with new password of your may be transacted through e-Voting Services. choice with minimum 8 digits/characters or The facility of casting the votes by the combination thereof. Note new password. It is members using an electronic voting system strongly recommended not to share your from a place other than venue of the AGM password with any other person and take (“remote e-voting”) will be provided by utmost care to keep your password National Securities Depository Limited confidential. (NSDL). vi. Home page of remote e-voting opens. Click on II. The facility for voting through ballot paper shall remote e-voting: Active Voting Cycles. be made available at the AGM and the vii. Select “EVEN” of “Accel Transmatic Limited”. members attending the meeting who have not cast their vote by remote e-voting shall be able viii. Now you are ready for remote e-voting as Cast to exercise their right at the meeting through Vote page opens. ballot paper. ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when NOTE: The Facility for Voting shall be decided by the prompted. company i.e. “remote e-voting” or “Ballot Paper” or “Poling Paper” x. Upon confirmation, the message “Vote cast successfully” will be displayed. III. The members who have cast their vote by remote e-voting prior to the AGM may also xi. Once you have voted on the resolution, you will attend the AGM but shall not be entitled to cast not be allowed to modify your vote. their vote again. xii Institutional shareholders (i.e. other than IV. The e-voting period commences on 27th individuals, HUF, NRI etc.) are required to send December 2016 (9.00 A.M IST) and ends on scanned copy (PDF/JPG Format) of the 29th December 2016 (5.00 P.M IST). During relevant Board Resolution/ Authority letter etc. this period, members of the Company, holding together with attested specimen signature of shares either in physical form or in the duly authorized signatory(ies) who are dematerialized form, as on 23rd December authorized to vote, to the Scrutinizer through 2016, may cast their vote electronically. The e- e-mail to [email protected] with a copy voting module shall be disabled by NSDL for marked to [email protected]. voting thereafter. Once the vote on a resolution B. In case a Member receives physical copy of the is cast by the member, he shall not be allowed Notice of AGM [for members whose email IDs to change it subsequently or cast vote against a r e n o t r e g i s t e r e d w i t h t h e V. The process and manner for remote e-voting Company/Depository Participants(s) or are as under: requesting physical copy] : 6 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
(i) Initial password is provided as below/at the XII. A person, whose name is recorded in the bottom of the Attendance Slip for the AGM: register of members or in the register of beneficial owners maintained by the EVEN (Remote e-voting Event Number)USER depositories as on the cut-off date only shall ID PASSWORD/PIN be entitled to avail the facility of remote e- (ii) Please follow all steps from Sl. No. (ii) to Sl. voting as well as voting at the AGM through No. (xii) above, to cast vote. ballot paper. VI. In case of any queries, you may refer the XIII. Mr. R. Kannan, Practising Company Secretary Frequently Asked Questions (FAQs) for (Membership No:6718) has been appointed Members and remote e-voting user manual as the Scrutinizer to scrutinize the voting and for Members available at the downloads remote e-voting process (including Ballot section of www.evoting.nsdl.com or call on Forms received from the members who do toll free no.: 1800-222-990. not have access to the e-voting process) in a VII. If you are already registered with NSDL for fair and transparent manner. remote e-voting then you can use your XIV. The Chairman shall, at the AGM, at the end of existing user ID and password/PIN for discussion on the resolutions on which voting casting your vote. is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or VIII. You can also update your mobile number and “Ballot Paper” or “Poling Paper” for all those e-mail id in the user profile details of the folio members who are present at the AGM but which may be used for sending future have not cast their votes by availing the communication(s). remote e-voting facility. IX. The voting rights of members shall be in XV. The Scrutinizer shall after the conclusion of proportion to their shares in the paid-up voting at the general meeting, will first count equity share capital of the Company as on the votes cast at the meeting and thereafter 23rd December 2016. A person, whose name unblock the votes cast through remote e- is recorded in the register of members or in voting in the presence of at least two the register of beneficial owners maintained witnesses not in the employment of the by the depositories as on the cut-off date only Company and shall make, not later than three shall be entitled to avail the facility of remote- days of the conclusion of the AGM, a voting as well as voting at the meeting consolidated scrutinizer’s report of the total through ballot paper. votes cast in favour or against, if any, to the X. Any person, who acquires shares of the Chairman or a person authorized by him in Company and becomes a member of the writing, who shall countersign the same and Company after dispatch of the notice and declare the result of the voting forthwith. holding shares as of the cut-off date, 23rd XVI. The Results declared along with the report of December 2016 may obtain the login ID and the Scrutinizer shall be placed on the password by sending a request at Company’s website and on the website of the [email protected] or M/s. Accel Transmatic Company www.acceltransmatic.com and on Limited / M/s. Integrated Enterprises (India) the website of NSDL immediately after the Ltd.. declaration of result by the Chairman or a However, if you are already registered with person authorized by him in writing. The NSDL for remote e-voting then you can use results shall also be immediately forwarded your existing User ID and password for to the BSE Ltd, Mumbai. casting your vote. If you have forgotten your By order of the Board password, you can reset your password by using “Forgot User Details/Password” option Shoba Giridharan available on www.evoting.nsdl.com or Company Secretary contact NSDL at the following toll free no.: Registered Office 1800-222-990. Accel House, 3rd Floor XI. A member may participate in the AGM even 75, Nelson Manickam Road after exercising his right to vote through Chennai 600 029 remote e-voting but shall not be allowed to CIN:L30007TN1986PLC100219 vote again at the AGM. Place: Chennai Date :10/11/2016 7 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
STATEMENT PURSUANT TO SECTION 102 OF aggregate remuneration of the Managing Director THE COMPANIES ACT, 2013 shall not exceed 5% of the net profits of the Item No. 5 Company, in accordance with sections 196, 197 and Schedule V to the Companies Act, 2013. M/s. Varma & Varma, Chartered Accountants, Chennai (ICAI Firm’s Registration No. 4532S), This specific amount payable will be decided by the Chartered Accountants, were appointed as the Board as per the recommendations of the statutory auditors of the Company for a period of Nomination & Remuneration Committee of the five years at the Annual General Meeting (AGM) of Board. the Company held on 29th September 2014. Perquisites: As per provisions of Section 139(1) of the Act, their (I) Housing: appointment for the above tenure is subject to Unfurnished residential accommodation or House ratification by members at every AGM. Rent Allowance subject to a maximum of Accordingly, ratification of the members is being Rs.100, 000/- per month. sought for the proposal contained in the resolution (ii) Personal Accident Insurance: set out at item no. 5 of the notice. Personal Accident cover, as per the rules of the The Board commends the Resolution at Item No. 5 company. for approval by the Members. (iii) Business expenses: None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs is Reimbursement of business related expenses concerned or interested in the Resolution at Item subject to a maximum of Rs.25,000/- per month. No. 5 of the accompanying Notice. Other Benefits Item No. 6 Leave: Mr. N.R. Panicker will be entitled to leave on RE-APPOINTMENT OF MR. N.R.PANICKER AS full salary, commission and perquisites but not CHAIRMAN & MANAGING DIRECTOR OF THE exceeding one month’s leave for every 11 months C O M P A N Y A N D P A Y M E N T O F of service. REMUNERATION. Besides the above, he will also be entitled to any Based on the recommendations of the Nomination sick leave as may become necessary with full & Remuneration Committee, the Board, at its salary, commission and perquisites. meeting held on 21st April 2016 had appointed Mr. Motor Car: Mr. N.R. Panicker will be provided a N.R. Panicker as Chairman & Managing Director of Motor Car with Driver and will be reimbursed the Company with effect from April 1st 2016. expenses for the maintenance and use of car The Board is of the view that considering his varied including driver’s wages, for official purposes experience, his appointment as the Chairman & subject to a maximum of Rs.25, 000/- per month. Managing Director would be of immense Telephone: Mr. N.R. Panicker will be provided a significance to the company and accordingly Telephone at his Residence and personal long recommends his appointment. distance calls will be billed by the Company to him. The remuneration of Mr. N.R. Panicker will be Medical : Maximum one month salary subject to the overall limits as provided under Leave Travel Allowance : Maximum one month Section 197 and 198 of the Act read with Schedule V salary. and other applicable provisions, as may be applicable under the Act. (4) Other Terms and Conditions: As required under Section 196(4) of the Act, the During any financial year in which the Company has material terms and conditions of the Agreement incurred losses or has inadequate profits, salary entered into with Mr. N.R. Panicker are as under. and perquisites mentioned above shall be paid as minimum remuneration to the appointee. If such Period of Agreement: 01st April 2016 to 31st minimum remuneration is in excess of the ceiling, if March 2019 (Three years) any, prescribed under Schedule XIII to the Salary: Rs.200, 000/- per month, in scale of Companies Act, 1956, or any statutory modification Rs.100, 000/- to Rs.500, 000/-, with the authority thereof, the company shall seek permission of the to the Board to revise the salary from time to time. Central Government as may be necessary in (2) Commission / Incentive: accordance with the provisions governing payment Commission shall be decided by the Board of of managerial remuneration in force at the relevant Directors based on the net profits of the Company period of time. each year subject to the condition that the 8 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
In the event of the Appointee ceasing in the midst of (8) The Managing Director shall not during the any financial year of the company to be the continuance of his employment or at any time Wholetime Director of the company for any cause thereafter divulge or disclose to any person whatsoever, he shall be entitled to receive from the whomsoever or make any use whatever for his own company such part of the remuneration as is or for whatever purpose, of any confidential payable to him in accordance with this appointment information or knowledge obtained by him during as is proportionate to his period of service in that his employment as to the business or affairs of the financial year of the company and for this clause the company or as to any trade secrets or secret profits of the company shall be deemed to accrue processes of the company and the Managing day-to-day. Director shall during the continuance of his This appointment may be terminated by either employment hereunder also use his best party by giving to the other party three months’ endeavours to prevent any other person from doing notice of such termination or payment by the so. company of a sum equivalent to three months’ (9) This appointment may be terminated by salary in lieu thereof. either party by giving to the other party three The appointment of Mr. N.R. Panicker is by virtue of months’ notice of such termination or payment by his employment in the company and it is subject to the company of a sum equivalent to three months’ the provisions of the Companies Act, 2013. salary in lieu thereof. Mr. N.R. Panicker shall not be entitled to (10) The appointment of Mr. N.R. Panicker is by supplement his earnings with any buying or selling virtue of his employment in the company and it is commission. Mr. N.R. Panicker also shall not subject to the provisions of the Companies Act, become interested or otherwise concerned directly 2013. or through his relatives in any selling agency of the company without requisite approvals as may be Save and except Ms. Shruthi Panicker and Mr. N.R. necessary under Clause 49 of the Listing Panicker (Ms. Shruthi Panicker being relative of Mr. Agreement with the Stock Exchanges. N.R. Panicker) none of the other directors are concerned or interested in the resolution. (5) Minimum Remuneration In the event of loss or inadequacy of profits in any The Board recommends the Ordinary Resolution set financial year during the currency of his tenure as out in Item no.6 of the notice for approval by the Managing Director, the payment of salary, shareholders. perquisites and other allowances shall be restricted ITEM No.7: to `Rs.39,00,000/- per annum’ or ‘Rs.325,000/- The Board of Directors of the Company appointed per month’ in terms of SECTION II of Part II of Dr. C.N. Ramchand (DIN: 05166709) as an Schedule V to the Companies Act,2013 as minimum Additional Director with effect from 10th November remuneration. 2016. For the purpose of computation of minimum In terms of Section 161(1) of the Companies Act, remuneration, the following shall not be included. 2013, Dr. C.N. Ramchand would hold office upto (a) Gratuity at the rate not exceeding half a the date of the ensuing Annual General Meeting. month’s salary for each completed year of The company has received a notice in writing from a service. member along with the requisite amount under (b) The Managing Director shall not be paid any Section 160 of the Companies Act 2013 proposing sitting fees for attending the meeting of the the candidature of Dr. C.N. Ramchand for the Office Board of directors or Committee thereof from of the Director of the Company, the date of his appointment. Dr. C.N. Ramchand, is not disqualified from being (6) The Headquarters of the Managing Director appointed as a Director in terms of 164 of the shall be Chennai in the State of Tamil Nadu. Companies Act, 2013 and has given his consent to (7) Subject to the provisions of the Act, Managing act as a Director. Director shall not while he continues to hold office of Brief Resume, nature of his expertise in specific the Managing Director be subject to retirement by functional areas, names of Companies in which he rotation of Directors and he shall not be reckoned as holds Directorship, memberships/Chairmanships of a Director for the purpose of determining the Board of Committees and shareholding as rotation or retirement of Directors or in fixing the stipulated under SEBI Listing Regulations, are number of Directors to retire, but he shall ipso facto provided in the Annexure A to this notice. and immediately cease to be the Managing Director if he ceases to hold office of Director for any cause.
9 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Save and except Dr. C.N.Ramchand none of the other Directors or KMPs are concerned or interested in the resolution. The Board recommends the resolution set out in Item No.7 of the notice for approval by the shareholders. ITEM No.8 The Board of Directors of the Company appointed Dr. M. Ayyappan (DIN: 00117374) as an Additional Director with effect from 10th November 2016. In terms of Section 161(1) of the Companies Act, 2013, Dr. M. Ayyappan would hold office upto the date of the ensuing Annual General Meeting. The company has received a notice in writing from a member along with the requisite amount under Section 160 of the Companies Act 2013 proposing the candidature of Dr. M. Ayyappan for the Office of the Director of the Company, Dr. M. Ayyappan, is not disqualified from being appointed as a Director in terms of 164 of the Companies Act, 2013 and has given his consent to act as a Director. Brief Resume, nature of his expertise in specific functional areas, names of Companies in which he holds Directorship, memberships/Chairmanships of Board of Committees and shareholding as stipulated under SEBI Listing Regulations, are provided in the Annexure A to this notice. Save and except Dr. M.Ayyappan none of the other Directors or KMPs are concerned or interested in the resolution. The Board recommends the resolution set out in Item No.8 of the notice for approval by the shareholders. By order of the Board Shoba Giridharan Company Secretary Registered Office Accel House, 3rd Floor 75, Nelson Manickam Road Chennai 600 029 CIN:L30007TN1986PLC100219 Place: Chennai Date :10/11/2016
10 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Annexure A DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AND PAYMENT OF REMUNERATION, IF ANY AT THE ANNUAL GENERAL MEETING (Pursuant to Clause 49 of the Listing Agreement)
PARTICULARS Mr. N.R. Panicker Dr. C.N. Ramchand Dr. M. Ayyappan
Date of Birth 12.08.1954 17.11.1954 22.05.1956 25.02.2004 10.11.2016 10.11.2016 Date of Appointment (w.e.f. 1st April 2016, designated as Chairman & Managing Director
Bachelor of Engineering P.hD in Biochemistry from Bachelor of Engineering Qualification MS University , Baroda MBA from Cochin University M Phil from MS University, Doctoral degree from Baroda University of Kerala
An IT Professional with 33 Dr. C.N. Ramchand, a British Dr. M. Ayyappan, aged Expertise years of experience. He is Citizen, is currently the around 60 years is Former the founder and Chairman of President and CEO of Saksin Chairman and Managing Accel Ltd, the main Life Sciences Pvt. Ltd, and Director of HLL Lifecare promoter of Accel MagGenome Technologies Pvt Limited and a Visionary, Transmatic Limited. Ltd a start-up biotech strategist, capable of company and Advisor to building great institutions of SciGenom Research rapid growth and Foundation, MedGenome Pvt sustainable wealth creation Ltd and SciGenome Pvt Ltd. Dr. C.N. Ramchand was closely involved in the setting up of a multimillion Drug Discovery centre including design and development of laboratories.
A S Investment Thejo Engineering Limited Directorship of other Accel Limited Holdings Private Ltd. Accel Limited Companies ( excluding Accel Media Ventures A S Healthcare Accel Media Foreign Companies / Section Limited. Assistance Private Ltd Ventures Limited 8 Companies Accel Tele.Net Limited Cetronics Technologies Private Limited
Chairmanship / Membership Chairman in Stake Holders Nil Nil of the Committee of other Relationship committee of companies in which he is a Thejo Engineering. Ltd Director
No. of shares held in the Nil 914,810 Nil Company
11 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Directors’ Report The company continued to carry on the business of To content development services in Animation and The Members of Accel Transmatic Limited visual effects to a limited extent with available resources during the year under review, and also Your Directors have pleasure in presenting the 30th pursued its efforts to monetize the existing IPRS. Annual Report of ACCEL TRANSMATIC LIMITED (the Company) Standalone financial statement During the year under review, the company started along with the audited financial statements for the its Engineering Services Division in Chennai for financial year ended 31 March, 2016. contract manufacturing of electronic products. The company will grow this business in the coming FINANCIAL RESULTS INR in Millions years to exploit the opportunities opening up due Particulars 2016 2015 to the “Make in India” initiatives by the central government. Income from Operations 8.17 10.85 The highlights of the performance are discussed in detail in the management discussion and analysis Profit /(Loss) before interest, report attached as Annexure to this report. depreciation and tax (32.98) (30.25) GOING CONCERN The company has suffered losses for the past Interest 6.00 8.71 several years. The accumulated losses as on date on the Balance sheet is more than its networth. However, considering the expected future Depreciation & Amortisation 17.64 26.58 diversification with cash infusion planned by the promoters and the cash flows expected to be Profit/(Loss) after tax (56.56) (70.66) received by the company from exploiting its IPRS, the management is of the opinion that the company would be in a position to continue as a going REVIEW OF OPERATIONS concern and hence the accounts have been drawn During the year under review, your company up on such basis. recorded total Income of Rs.8.17 mn (Previous Year DIVIDEND Rs.10.85 mn) comprising of income from Animation The Directors have not recommended dividend for services Rs.4.61 mn., Engineering Services Rs.1.76 the financial year ended 31st March 2016 mn and other services Rs.0.5 mn. The company considering the losses and the necessity to reported a net loss of Rs.56.56 mn including conserve resources. amortization costs of its Intellectual properties, without matching revenue on exploitation of those PARTICULARS OF EMPLOYEES assets during the year under review. The information required under section 197 of the The company also provided for certain doubtful Act and rules made there-under, in respect of receivables after a review and after continuous employees of the company, is not required to be follow up for years. provided since there are no employees covered under the provision. The company has filed a petition before the DISCLOSURE AS PER SEXUAL HARRASMENT honorable High Court of Madras for a merger of the OF WOMAN AT WORKPLACE (PREVENTION, holding company with the company with an PROHIBITION AND REDRESSAL) ACT, 2013 intention to revive the company’s business activities. The whole process is pending for final “The company has in place an Anti-Sexual orders before the honorable High Court. The Harassment policy in line with the requirements of management is of the opinion that once the merger The Sexual Harassment of Women at the is completed, the company will be in a position to workplace (Prevention, Prohibition & Redressal) invest and revive the existing as well as new lines of Act, 2013. Internal Complaints committee (ICC) business to generate cash flows and profits. The has been set up to redress complaints received company has drawn up plans for monetization of its regarding sexual harassment. All employees real estate assets, to create another revenue (permanent, contractual, temporary, trainees) are stream. covered under this policy. The following is a summary of Sexual harassment complaints
12 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 received and disposed off during the year 2015-16. confirm that there are adequate systems and No of complaints:- Nil controls for safeguarding the assets of the Company and for preventing and detecting No of Complaints disposed off- Nil fraud and other irregularities; DOCUMENTS PLACED ON THE WEBSITE iv. they have prepared the annual accounts on a (www.acceltransmatic.com) going concern basis; The following documents have been placed on the v. they have laid down internal financial controls company’s website in compliance with the to be followed by the Company and that such Companies Act: internal financial controls are adequate and • Financial Statements of the Company. operating properly; and • Details of Vigil Mechanism for directors and vi. they have devised proper systems to ensure employees to report genuine concerns as per compliance with the provisions of all applicable proviso to Section 177(10). laws and that such systems were adequate and • The Terms and Conditions of appointment of operating effectively. independent directors. CONSERVATION OF ENERGY, TECHNOLOGY • Details of unpaid dividend as per Section ABSORPTION AND FOREIGN EXCHANGE 124(2). EARNINGS AND OUTGO C O R P O R A T E G O V E R N A N C E R E P O R T The particulars as prescribed under Rule 8(3) of the REQUIRED UNDER THE COMPANIES ACT, Companies (Accounts) Rules, 2014, are set out in 2013 AND LISTING AGREEMENT an Annexure- III to this Report As per Clause 49 of the Listing Agreement entered FIXED DEPOSITS FROM PUBLIC into with the stock exchanges, Corporate The Company has not accepted any deposit from Governance Report with Auditors’ Certificate on public and as such, no amount on account of Compliance with the conditions of Corporate principal or interest on deposits from public was Governance are attached and form part of this outstanding as on the date of the balance sheet. report. REPORT ON CORPORATE GOVERNANCE: MANAGEMENT DISCUSSION & ANALYSIS A Report on Corporate Governance on compliance The Management Discussion and Analysis and with the conditions of Corporate Governance as various initiatives and future prospects of the stipulated under Clause 49 of the Listing Agreement company are enclosed, separately as Annexure-II is provided in Annexure V to the Report. to this report. AUDITORS’ CERTIFICATE ON CORPORATE DIRECTORS’ RESPONSIBILITY STATEMENT GOVERNANCE Pursuant to the requirement of Section 134(5) of The certificate issued by the auditors of the the Act, and based on the representations received company on Corporate Governance is given in from the management, the directors hereby Annexure – VI to this Report. confirm that: CEO CERTIFICATION i. in the preparation of the annual accounts for The Chairman and Managing Director of the the financial year 2015-16, the applicable Company has submitted a certificate to the Board accounting standards have been followed and regarding the financial statements and other there are no material departures; matters, as required under Clause 49(V) of the ii. they have selected such accounting policies Listing Agreement. This is provided as Annexure – and applied them consistently and made VII to this Report. judgments and estimates that are reasonable DIRECTORS and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Mr. C.K. Kerala Varma, though being eligible for the financial year and of the Loss of the reappointment, does not intend to offer himself for Company for the financial year; reappointment and it has been decided that such vacancy is not filled up. iii. they have taken proper and sufficient care to the best of their knowledge and ability for the Mr. C.K. Kerala Varma has been the Director of the maintenance of adequate accounting records in company since 14-08-2014. Your Directors place on accordance with the provisions of the Act. They record the valuable guidance, support and advise
13 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 extended by Mr. C.K. Kerala Varma during his AUDITORS’ REPORT tenure as a Director. M/s. Varma & Varma, Chartered Accountants, Mr. N. Gopalakrishnan Nair, though being eligible for Chennai, auditors of the Company retire at the reappointment, does not intend to offer himself for ensuing Annual General Meeting, and being eligible, reappointment and it has been decided that such offer themselves for reappointment. The Company vacancy is not filled up. has received confirmation from them that their Mr. N. Gopalakrishnan Nair has been the Director of appointment will be within the limit prescribed the company since 14-11-2013. Your Directors under section 139 of the Companies Act, 2013. The place on record the valuable guidance, support and Audit Committee of the Board has recommended advise extended by Mr. N. Gopalakrishnan Nair their reappointment. The necessary resolution is during his tenure as a Director. being placed before the shareholders for approval. Mr. K.R. Chandrasekaran, though being eligible for The auditors have emphasized in their report about reappointment, does not intend to offer himself for the realization of intangible assets, that the reappointment and it has been decided that such Company has incurred cash loss, networth has been vacancy is not filled up. eroded and the current liabilities exceeds the current assets. Mr. K.R. Chandrasekaran has been the Director of the company since 21.02.2012. Your Directors The Board of Directors would like to clarify as below place on record the valuable guidance, support and regarding “emphasis matter” expressed by the advise extended by Mr. K.R. Chandrasekaran during auditors in their report annexed with this Annual his tenure as a Director. Report. Dr. C.N. Ramchand (holding DIN : 05166709), who 1. The Company continued to incur losses during was appointed as an Additional Director under the period under review, due to various reasons Section 161(1) of the Companies Act, 2013 with like lack of viable service orders, interest cost effect from 10th November, 2016 and in respect of on the borrowings made for investments in whom the Company has received a notice in writing fixed assets and delays in monetizing the from a member along with the requisite deposit assets due to market slowdown for animated amount proposing his candidature for the office of content. The management is confident of Director as an Independent Director of the sustaining the operations and recovering the Company to hold office for three consecutive years investments made in the business upto the conclusion of the Annual General Meeting 2. The promoters have lent funds to sustain the of the Company to be held in the calendar year operations during the years, the Company 2019.” incurred losses. These amount have been Dr. M Ayyappan (holding DIN : 00117374), who shown under current liabilities and hence the was appointed as an Additional Director under mismatch between current assets and current Section 161(1) of the Companies Act, 2013 with liabilities. The holding company has already effect from 10th November, 2016 and in respect of converted Rs. 5 Cr out of these funds into whom the Company has received a notice in writing cumulative preference shares to strengthen from a member along with the requisite deposit the equity base of the company and also to amount proposing his candidature for the office of improve the current ratio, Director as an Independent Director of the Further, the promoters have proposed to merge Company to hold office for three consecutive years the holding company M/s. Accel Limited with upto the conclusion of the Annual General Meeting the company under a scheme of arrangement of the Company to be held in the calendar year of amalgamation, which is pending before the 2019.” honorable High Court of Chennai. QUALITY MANAGEMENT 3. The company is taking adequate steps to Your company’s quality policy is to enhance liquidate certain real estate assets owned by customer satisfaction through continued the company to reduce the bank liabilities. improvement of skills, processes and technologies. 4. The management is committed to grow the During the year the company continued to invest in media business and also venture into new technologies, infrastructure and processes in order business and is confident of carrying on the to keep our quality management systems updated business as a going concern and would bring in necessary support to the extent possible as and when required. 14 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
5. The Company had availed an asset backed loan Annexure-1 - TO THE DIRECTORS REPORT for Rs.7.67 crores from a bank which is payable 1. EXTRACT OF ANNUAL RETURN over a period of 83 months and hence long term The Extract of Annual Return as provided under in nature. As on date, the installment and Sub-Section (3) of Section 92 of the Companies Act, interest has been paid. The long term assets 2013 ( the “Act”) is enclosed at Annexure-IV in the were acquired / developed out of funds infused prescribed form MGT-9 and forms part of this by the promoter companies. Report. 6. The management is confident that it will be able NUMBER OF MEETINGS OF THE BOARD to realize the intangible assets and with the support of its holding company and also as 04 meetings of the Board of Directors of the explained in the notes to accounts and also Company were held during the year. For details of explained above, will continue to operate as a the meetings, please refer the Corporate going concern. Governance Report, which forms part of this Report INTERNAL CONTROL SYSTEMS INDEPENDENT DIRECTORS’ DECLARATION Your company has adequate internal control Mr. N. Gopalakrishnan Nair and Mr. C.K. Kerala procedures commensurate with the size and nature Varma who are Independent Directors, have of its operations. The Audit Committee constituted submitted a declaration that each of them meets by the Board of Directors is functioning effectively. the criteria of independence as provided in Sub- The Internal Audit for the year 2015–2016 was Section (6) of Section 149 of the Act and revised carried out by M/s. Vijayakumar & Easwaran Clause 49 of the Listing Agreements. Further, there covering all areas of operations. All significant has been no change in the circumstances which observations were discussed in the Audit may affect their status as independent director Committee, which met 4 times during the year during the year. under review POLICY OF DIRECTORS’ APPOINTMENT AND DEPOSITORY SYSTEMS REMUNERATION Your Company’s shares are tradable compulsorily in Company’s policy on Directors’ appointment and electronic form and your Company has established remuneration including criteria for determining connectivity with both the depositories, i.e., qualifications, positive attributes, independence of National Securities Depository Limited (NSDL) and a director and other matters provided under section Central Depository Services (India) Limited 178(3) of the Act are covered in Corporate (CDSL). In view of the numerous advantages Governance Report which forms part of this Report. offered by the Depository system, members are F u r t h e r, i n f o r m a t i o n a b o u t e l e m e n t s o f requested to avail of the facility of dematerialization remuneration package of individual directors as of the Company‘s shares on either of the provided in the extract of Annual Return as provided Depositories as aforesaid. under Section 92(3) of the Act, is enclosed as Annexure- IV in the prescribed form MGT-9 and ACKNOWLEDGEMENT forms part of this Report. Your directors would like to express their grateful CODE OF CONDUCT FOR DIRECTORS AND appreciation for the assistance and co-operation SENIOR MANAGEMENT received from Central and State governments, financial institutions, banks, government As provided under Clause 49 of the listing authorities, customers, suppliers and investors agreement with the stock exchanges, all Board during the year under review. Your Directors also members & Senior Management Personnel have wish to place on record their deep sense of affirmed compliance with Accel Transmatic appreciation, towards the dedicated and sincere Limited’s Code of Conduct for the year ended 31st services rendered by the employees of the company March 2016 for its success. RELATIONSHIP BETWEEN DIRECTORS For and on behalf of the Board of Directors INTER-SE Disclosure on materially significant related party Chennai. N.R. Panicker tr ansactions, i.e the company’s transactions that 10th November 2016 Chairman are of material nature, with its promoters, directors and the management, their relatives or subsidiaries, among others that may have potential
15 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 conflict with the company’s interest at large. review performance parameters related to financial None of the transactions with any of the related performance of the company to ensure smooth parties were in conflict with the company’s interest. implementation of the internal control systems and Attention of members is drawn to the disclosure of efficient management of the various resources. The transactions with related parties set out in note audit committee conducts periodic reviews with the 23.4 of Summary of significant accounting policies management, internal auditor and the statutory and other explanatory information of financial auditor. There is an on-going cost monitoring Statements forming part of the Annual report. program to control various expenses and the Board reviews the variance analysis. All related party transactions are negotiated on arm’s length basis, and are intended to further the RISK MANAGEMENT company’s interests. The Risk Management is overseen by the Audit The particulars of transactions between the Committee of the Company on a continuous basis. Company and its related parties as per the The Committee oversees Company’s process and Accounting Standard 18 “Related Party Disclosures” policies for determining risk tolerance and review referred under section 188 of the Companies Act, management’s measurement and comparison of 2013 are set out in the notes to Accounts for the overall risk tolerance to established levels. Major Annual Report. There have been no materially risks identified by the businesses and functions are significant related party transactions, which may systematically addressed through mitigating have potential conflict with the interest of the actions on a continuous basis. For details, please company. refer to the Management Discussion and Analysis report which form part of the Board Report PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS VIGIL MECHANISM Long term loans and advances as at 31 March 2016 The Company has established a vigil mechanism for include security deposits and deposits with Directors and employees to report their genuine statutory/government authorities. Short term concerns. For details, please refer to the Corporate loans and advances as at 31 March 2016 include Governance Report attached to this Report. rent and other deposits, advance to associate PARTICULARS OF REMUNERATION companies and other loans and advances The information required under Section 197 of the TRANSACTIONS WITH RELATED PARTIES Act and the Rules made there-under, in respect of The Company has entered into contract / employees of the Company, is follows:- arrangements with the related parties in the (a) the ratio of the remuneration of each director to ordinary course of business and on arm’s length the median remuneration of the employees of basis. Thus provisions of Section 188(1) of the Act the company for the financial year; is not applicable. The company has not paid any remuneration to INTERNAL CONTROL any Executive Director. The company only had The company has adequate internal control non-executive Chairman and non-executive procedures commensurate with the size and nature Director. The company has paid only sitting of its operations. The internal control systems were fees to some of the non-executive Directors and further strengthened by internal audit carried by an t h e s e h a v e n o t b e e n c o n s i d e r e d a s independent firm of Chartered Accountants and a remuneration. periodical review by the management. The Audit (b) Percentage increase in remuneration of Committee of the board addresses issues raised by each Director, Chief Financial Officer, internal auditors and the statutory auditors. Company Secretary or Manager, if any, in The financial objective of the company is to bring in the financial year efficiencies of operations at all levels so as to Name of the person % of increase in maximize return on capital employed and to Remuneration generate sufficient cash profits to fund on-going expansions and to meet the growth objectives. Ms. Shoba Giridharan Nil The audit committee and the Board periodically ( c ) The percentage increase in the median remuneration of employees in the financial year - NIL 16 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
(d) The number of permanent employees on (j) Key Parameters for any variable component of the rolls of Company remuneration availed by the Directors - Not There are 15 permanent employees on the Applicable rolls of the company. (j) The ratio of the remuneration of the highest (e) The explanation on the relationship paid director to that of the employees who are b e t w e e n a v e r a g e i n c r e a s e i n not directors but receive remuneration in r e m u n e r a t i o n a n d C o m p a n y excess of the highest paid director during the Performance. year; (f) Comparison of the remuneration of the Not applicable. Key Managerial Personnel against the (k) Affirmation that the remuneration is as per the performance of the company; remuneration policy of the Company Particulars Rs. in lakhs The Company’s remuneration policy is driven by Remuneration of Key Managerial 2.64 the success and performance of the individual Personnel(KMP) during the financial employees and the Company. Through its year 2015-16 (aggregated) compensation package, the Company endeavours to attract, retain, develop and Revenue from Operations 69.11 motivate a high performance staff. The Company follows a compensation mix of fixed Remuneration (as % of Revenue) 3.82 pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance Profit Before Tax (PBT) (565.05) of the individuals measured through the annual appraisal process. The Company affirms Remuneration (as % of PBT) (0.47) remuneration is as per the remuneration policy (g) Average percentile increase already of the Company. made in the salaries of employees other P E C U N I A R Y R E L A T I O N S H I P O R than the managerial personnel in the last T R A N S A C T I O N S O F N O N - E X E C U T I V E financial year and its comparison with DIRECTORS the percentile increase in the managerial During the year, the Non-Executive Directors of the remuneration and justification thereof Company had no pecuniary relationship or and point out if there are any exceptional transactions with the Company. circumstances for increase in the managerial remuneration The average increase in salaries of employees For and on behalf of the Board of Directors other than managerial personnel in 2015-16 was Nil %. Percentage increase in the managerial remuneration for the year was 100 Chennai. N.R. Panicker % considering the KMPs joined during the 10th November 2016 Chairman year 2015-16. (h) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company Particulars Company Secretary Rs. In Lacs
Remuneration 2.64
Revenue from Operations 69.11
Remuneration (as % of 3.82 Revenue) Profit Before Tax (PBT) (565.55)
Remuneration (as % of PBT) -
17 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Annexure – II – MANAGEMENT DISCUSSION Real estate development AND ANALYSIS The company is holding certain Real Estate assets in The potential for growth in the Indian Animation a n d a r o u n d T h i r u v a n a n t h a p u r a m . T h e industry is still very high due to the availability of management is in talks with developers to develop low cost and trained talent pool for creation of those real estate assets so that the benefits can original content as well as international quality accrue to the company. Barring unforeseen content development. The industry continues to be circumstances, these initiatives will bear fruit evolving in India and has witnessed unprecedented starting FY 2018. growth in the recent years after several years of Defence electronics slow down internationally. The Indian animation industry generated revenues to the tune of Rs 51 The management has identified Electronic Design billions according to FICCI-KPMG report, growing and Manufacturing for sectors such as Defence as at 14% Global studios are looking at Indian studios potential future business. In line with this thinking for outsourcing, due to the quality of the contents the management is considering taking majority and timely delivery. The Indian film industry also stake in a company called Cetronics Technologies has started using animated features for local Private Limited (Cetronics). Cetronics is a new entertainment and the trend is expected to grow start up initiative by a group of distinguished slowly capturing the attention of the local audience. Engineers with several decades of experience in t h e e l e c t r o n i c s d o m a i n b a s e d o u t o f The company reported a net turnover of Rs 8.17 mn Thiruvanthapuram. Cetronics is a hardware design for the year ended March 31, 2016 (previous year house that design, build, test and deliver Analog, Rs 10.85 mn). The company reported a net loss of Digital and Mixed Signal systems and subsystems Rs.56.56 mn for the year ended March 31, 2016 as per customer requirements. The design (previous year net loss Rs.70.66 mn). capabilities span across: During the year, the company continued to incur • RF/Wireless communication products to 5GHz losses in the animation services division mainly due to non acceptance of large orders due to lack of • High speed digital hardware boards and working capital.. The company is constantly making subsystems efforts to sell its IPRs and the management is • Mixed signal boards confident of monetizing the same in due course of • Embedded software and drivers time. The markets worldwide are slowly limping back to normalcy after several years of slowdown • 3D packaging and the company is executing low value orders. Cetronics aims to cater to the requirements of The company will slowly grow its business once clients in the defence, para-military, wireless again but will focus only on services businesses. communication, automotive and biomedical Business model industries by providing product, system/subsystem as well as turnkey solutions. ‘Make in India, Digital Animation services division India, IDDM, ESDM’ schemes of the GoI The company is having a full fledged Animation encourages the start up and MSME companies in a content development facility along with a motion big way. The interest generated by Cetronics in a capture studio in Thiruvananthapuram where the short span is an evidence for the same. Cetronics focus is now to develop a good service business in aim to reach ‘the one stop R&D’ for industry needs association with local and international IP creators. in India and abroad for selected verticals. We have visibility for job works for animation content development for the whole of the current Human resource management financial year with team of about 25 Animators. The As on 31st March 2016, the company had an company is confident that the same will be employee strength of 30 including contract staff to expanded slowly to have more export oriented carry on its present downsized level of activities and business in the coming years. is expected to grow slowly. We have an established Engineering services division employee recruitment and retention policy, which involves identifying right talents through The company embarked on a diversification into recruitment training cum placement programme Electronics Manufacturing Services (EMS) business as well as lateral recruitment and providing them with production of professional electronic with appropriate training and induction.We ensure equipments for OEM. We have successfully that all our employees receive technical and launched our operations and are in the process of managerial inputs regularly through various adding more products for manufacturing. training and induction.
18 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Infrastructure Interest outflow The Animation Division operates in fully equipped The company incurred a total outflow of Rs.5.94 mn studios in Trivandrum. The Trivandrum facility is towards interest and finance charges. about 10,000 sq. ft. These offices are well equipped Taxation with all necessary infrastructure facilities. During the year, the company has not provided for Finance accounts and operational controls any taxes on income due to losses incurred in the The financial objective of the company is to bring in current year and carried forward losses. The efficiencies of operations at all levels so as to company, as a matter of prudence, has not accounted deferred tax assets. maximize return on capital employed and to generate sufficient cash profits to fund on-going Room for optimism expansions and to meet the growth objectives. The Animation business is all set to take a centre The audit committee and the Board periodically stage in various spears not limiting itself to entertainment and gaming. We believe our existing review performance parameters related to financial resources are capable to cater the needs of the performance of the company to ensure smooth growing market. The company has equipped itself implementation of the internal control systems and with the latest technology in the field of animation efficient management of the various resources. The and is expected to generate reasonable revenues in audit committee conducts periodic reviews with the the future. With a specific focus on animation, management, internal auditor and the external increased activity in Engineering services and Real auditor. There is an on-going cost monitoring Estate operations, the management is confident of program to control various expenses and the Board seeing a turnaround through growth of these reviews the variance analysis. divisions in the coming years. Financial challenges Cautionary statement The major challenge during the year was working Statements in the Management Discussion and Analysis describing the company’s objective, capital management. The company has been projections estimates and expectations may be incurring cash losses in the Animation Division for forward-looking statements within the meaning of the past 6 years due to delays in monetizing the applicable securities laws and regulations. Actual IPRs . The management has taken steps to contain results could differ materially from those expressed losses and hopes to turnaround the operations of or implied. Important factors that could make a the animation division and also the new line of difference to the company’s operations include business in the coming years. economic conditions affecting demand/supply and price conditions in the domestic and overseas Equity and reserves market in which the company operates, change in During the year the equity capital remained Government regulations, tax laws, interest costs, unchanged. The reserves and surplus stood at other statutes and other incidental factors. Rs.28.39 mn including capital reserves of Rs.16.46 Thus the company should and need not be held mn. responsible, if the future turns out to be something Borrowings quite different. The Discussion and Analysis should be pursued subject to this management disclaimer. The company’s asset backed loan from a bank is being serviced regularly. In addition to this, the ANNEXURE – III: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND company has a running account and owes as on F O R E I G N E X C H A N G E E A R N I N G S A N D date Rs.190.25 mn to its holding company. Once OUTGO the merger of the company with its holding company is approved by the honorable high court of The company’s operations involve very low energy consumption and therefore the scope of energy Madras, this liability will be extinguished. The conservation is limited. The company has taken company has no other outside liabilities. steps to conserve electricity consumption in offices. Loans and advances The company is in high technology business and is The loans and advances were Rs.18.63 mn as at the constantly upgrading technology to meet the end for the year under review. This includes an current challenges at all levels. Almost all amount of Rs. 1.46 mn lying as security deposits employees in the company use personal offered for various leased premises taken by the computers, in a networked environment .The company uses internet based technology for its company and deposits with government bodies for communication needs. Rs.13.69 mn, other advances amounting to Rs.0.86 mn and an unbilled revenue of Rs.2.62 mn as on The details regarding foreign exchange earnings March 31, 2016. and outgo are being mentioned in the notes to the accounts.
19 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
FORM MGT-9 Extract of Annual Return as on the financial year ended on 31 March, 2016 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) Company Identification Number L30007TN1986PLC100219 ii) Registration Date 19/05/1986 iii) Name of the Company Accel Transmatic Limited iv) Category / Sub Category of the Company IT Services v) Address of the Registered Office and Contact details 3rd Floor, Accel House, No.75 Nelson Manickam Road, Aminjikarai, Chennai 600 029 Tel: 044-42252000 Fax: 044-23741271 Email: [email protected] Website: www.acceltransmatic.com vi) Whether Listed Company Yes / No Yes vii) Name and address of Registrar and M/s. Integrated Enterprises (India) Ltd Transfer Agents if any. 2nd Floor, KENCES Towers No.1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017 Tel: 044-2814801 – 803 Email: [email protected]
II. PRINCIPAL BUSINESS AND ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more the total turnover of the company shall be stated:-
Sl.No. Name and description of main products / NIC Code of the % total turnover service product / service of the Company 01 Animation Services 99831415 56.43
02 Engineering Services 99833220 21.54
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sl.No. Name and address CIN/GLN Holding/ % of shares Applicable Of company Subsidiary/ Held Section Associate
01 Accel Limited U29309TN1991PLC020471 Holding 51.01 2 (46)
02 Accel Media Ventures Ltd U74999TN1987PLC014976 Associate - 2 (6)
03 Accel Tele.Net Ltd U64201TN2000PLC044470 Associate - 2 (6)
04 Accel Systems Group Inc. N.A Associate - 2 (6)
20 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)
Category of Shareholder No. of shares held at the No. of shares held at the beginning of the year end of the year % Change (01.04.2015) (31.03.2016) during % of % of the year Demat Physical Total Total Demat Physical Total Total Shares Shares A. Promoter 1. Indian a. Individuals / Hindu Undivided Family 914,810 - 914,810 8.29 914,810 - 914,810 8.29 0.00 b. Central Government / State Government(s) ------0.00 c. Bodies Corporate 5,630,000 - 5,630,000 51.01 5,630,000 - 5,630,000 51.01 0.00 d. Financial Institutions/ Banks ------0.00 "e. Any Other (Specify) Relatives of Promoters / Subsidiary 206,851 - 206,851 1.87 206,851 - 206,851 1.87 0.00 Sub-Total (A)(1) 6,751,661 - 6,751,661 61.17 6,751,661 - 6,751,661 61.17 0.00 Foreign "f. Individuals (Non Resident Individuals) / Foreign Individuals ------0.00 g. Bodies Corporate ------0.00 h. Institutions ------0.00 i. Any Other (Specify) ------0.00 Sub-Total (A)(2) ------0.00 "Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+((A)(2) 6,751,661 - 6,751,661 61.17 6,751,661 - 6,751,661 61.17 0.00 B. Public Shareholding (1) Institutions a. Mutual Funds / UTI 2,144 - 2,144 0.02 2,144 - 2,144 0.02 0.00 b. Financial Institutions /Banks 520 - 520 0.00 520 - 520 0.00 0.00 c. Central Government /State Government(s) ------0.00 d. Venture Capital Funds ------0.00 e. Insurance Companies ------0.00 f. Foreign Institutional Investors ------0.00 g. Foreign Venture Capital Investors ------0.00 h. Any Other (Specify) ------0.00 Sub-Total (B)(1) 2,664 - 2,664 0.02 2,664 - 2,664 0.02 0.00 2. Non-Institutions a. Bodies Corporate 204,858 - 204,858 1.86 201,528 - 201,528 1.83 (0.03) b. Individuals "i. Individual shareholders holding nominal share capital upto Rs.1 lakh." 1,761,295 - 1,761,295 15.96 2,021,444 - 2,021,444 18.31 2.36 "ii. Individual shareholders holding nominal share capital excess of Rs.1 lakh." 2,158,880 - 2,158,880 19.56 1,898,764 - 1,898,764 17.20 (2.36) Any Other (Trust / Clearing Member-details enclosed) 0.00 Clearing members ------0.00
21 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)
Category of Shareholder No. of shares held at the No. of shares held at the beginning of the year end of the year % Change (01.04.2015) (01.04.2016) during % of % of the year Demat Physical Total Total Demat Physical Total Total Shares Shares Corporate CM/TM - Client Margin A/c 1,675 - 1,675 0.02 560 - 560 0.01 (0.01) Corporate CM/TM - Client Beneficiary A/c 17,788 - 17,788 0.16 22,200 - 22,200 0.20 0.04 Trust 137,080 - 137,080 1.24 137,080 - 137,080 1.24 0.00 Limited Liability Partnership 1,500 - 1,500 0.01 1,500 - 1,500 0.01 0.00 Sub-Total (B)(2) 4,283,076 - 4,283,076 38.81 4,283,076 - 4,283,076 38.81 0.00 Total Public Shareholding (B)= (B)(1)+(B)(2) 4,285,740 - 4,285,740 38.83 4,285,740 - 4,285,740 38.83 0.00 TOTAL (A)+(B) 11,037,401 - 11,037,401 100.00 11,037,401 - 11,037,401 100.00 0.00 Shares held by Custodians and against which Depository Receipts have been issued - - 0.00 GRAND TOTAL (A)+(B)+(C) 11,037,401 - 11,037,401 100.00 11,037,401 - 11,037,401 100.00 0.00 ii. Shareholding of Promoters Sl.NO Name of the Promoter No. of Shares % to the Paid up Capital
01 ACCEL LMITED 56,30,000 51.01
02 PANICKER N R 9,14,810 8.29
03 SREEKUMARI PANICKER 100,000 0.91
04 SHRUTHI PANICKER 106,851 0.97
iii. Change in Promoters’ Shareholding (please specify, if there is no change)
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2015) during the year No. of % total No. of % total Shares shares of Shares shares of the company the company
I ACCEL LIMITED 56,30,000 51.01 56,30,000 51.01 II PANICKER N R 914,810 8.29 914,810 8.29
22 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl.No Name of the Shareholder Shareholding at the Cumulative beginning of the shareholding year (01.04.2015) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
01 PORINJU V VELIYATH
At the Beginning of the Year 171478 1.55 171478 1.55
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 171478 1.55 171478 1.55
02 GOPINATHAN NAIR N
At the Beginning of the Year 150675 1.37 150675 1.37
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 150675 1.37 150675 1.37
03 KERALA VENTURE CAPITAL TRUSTEE PVT LTD A/C KERALA VENTURE CAPITAL FUND
At the Beginning of the Year 137080 1.24 137080 1.24
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 137080 1.24 137080 1.24
04 PHILIP JOHN
At the Beginning of the Year 152721 1.38 152721 1.38
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 152721 1.38 152721 1.38
23 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2014) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
05 RAVINDRAN T
At the Beginning of the Year 99815 0.90 99815 0.90
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 99815 0.90 99815 0.90
06 SIHL FINCAP LTD
At the Beginning of the Year 83607 0.76 83607 0.76
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 83607 0.76 83607 0.76
07 JOB VARGHESE
At the Beginning of the Year 86856 0.79 86856 0.79
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* 9500 0.09 9500 0.09
At the end of the year (or on the date of separation, if separated during the year) 77356 0.70 77356 0.70
08 GANESH R
At the Beginning of the Year 108877 0.99 108877 0.99
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -
At the end of the year (or on the date of separation, if separated during the year) 108877 0.99 108877 0.99
24 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2014) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
09 SNEHA RAJAN
At the Beginning of the Year 96555 0.87 96555 0.87
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* 38607 0.34 38607 0.34
At the end of the year (or on the date of separation, if separated during the year) 57948 0.53 57948 0.53
10 RAMIT KOCHAR
At the Beginning of the Year 60088 0.54 60088 0.54
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* 25303 0.23 25303 0.23
At the end of the year (or on the date of separation, if separated during the year) 85391 0.77 85391 0.77
* It is not feasible to tract movement of shares on daily basis. The changes are because of market transactions. The above details are given as on 31 March, 2016. The Company is listed and 97% shareholding is in dematerialized form. Hence, it is not feasible to track movement of shares on daily basis. The aforesaid holdings by top ten shareholders is due to market operations. Further, Company has not allotted/transferred or issued any bonus or sweat equity shares during the year. v. Shareholding of Directors and Key Managerial personnel
Name As on 31.03.2016 No. of Shares % to total shareholding
PANICKER N R 914,810 8.29
K.R.CHANDRASEKARAN 38,050 0.34
SHRUTHI PANICKER 106,851 0.97
25 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment. VI. Secured loans/unsecured loans and deposits during the financial year 2015-16. Rs In Lacs
Sl.No Particulars Name of the Lender SBI Loan From Others Promoters
Asset Backed Loan 478.22 - -
Accel Limited - 1902.47 -
The company has not accepted any deposits during the financial year 2015-2016
VII. Remuneration of Directors And Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Name of Wholetime Director Nil
Sl.No. Particulars of Remuneration Rs. In Lacs (per Annum) 1 Gross Salary 1(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 - 1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - 1( c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - 2 Stock Option - 3 Sweet Equity - 4 Commission - - as a % of Profit - - others (specify) - 5 Others, please specify: Retirement benefits - Total (A) - Ceiling as per the Act -
B. Remuneration to Other Directors
Sl.No Particulars of Remuneration Name of Non Executive Directors Total Independent Directors Mr N. Gopalakrishnan Mr. C.K.Kerala (Rs In Lacs) Nair Varma 1 Fee for attending board / committee meetings 1.20 1.20 2.40 2 Commission 0 0 0 3 Others, Please specify 0 0 0 Total 0 0 0 Total Managerial Remuneration 1.20 1.20 2.40 Overall Ceiling as per the Act
26 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Sl.No Particulars of Remuneration Key Managerial person Company Secretary Total (CS) (Rs. Lacs)
1 Gross Salary 1(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 2.64 2.64 1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - - 1( c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - - 2 Stock Option - - 3 Sweet Equity - - 4 Commission - - - as a % of Profit - - - others (specify) - - 5 Others, please specify: Retirement benefits - - Total (A) 2.64 2.64 Ceiling as per the Act - -
VII. PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES: There was no penalties / punishment / Compounding of offences for the year ending 31st March 2016. Corporate Governance Report culture and positive mindset of the organization. The Corporate Governance guidelines are 1. C o m p a n y ' s p r a c t i c e o n C o r p o r a t e incompliance with the requirements of the clause Governance 49 of the Listing Agreements with the stock Corporate Governance is the combination of exchanges. In its pursuit of excellence towards practices and compliance with laws and regulations corporate governance, Company has adopted the leading to effective control and management of the Accel Transmatic Code of Conduct, Code of Conduct Organization. We consider stakeholders as our for Board members, Accel Code of Conduct for partners in our success and remain committed to Prevention of Insider Trading & Code of Corporate maximizing stakeholder value. Good Corporate Disclosure Practices, Vigil Mechanism Policy . Governance leads to long term stakeholder value. 1.1 Key Board activities during the year This is demonstrated in shareholder returns, high The Board provides and critically evaluates credit ratings, governance processes and an s t ra t e g i c d i r e c t i o n o f t h e C o m p a n y, entrepreneurial performance focused work management policies and their effectiveness. environment. Their main function is to ensure that long-term Corporate Governance rests upon the four pillars of interests of the stakeholders are being served. transparency, disclosure, monitoring and fairness The agenda for Board reviews / include to all. strategic review from each of the Board Committees, a detailed analysis and review of Your Company is committed to the adoption of and annual strategic and operation plans and capital adherence to the best Corporate Governance allocation and budgets. In addition, the Board practices at all times and continuously benchmarks reviews the business plans of Strategic itself with the best standards of Corporate Business Units. Frequent and detailed Governance, not only in form but also in spirit. Good interaction sets the agenda and provides the Governance practices stem from the dynamic strategic roadmap for future growth of the
27 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Company. Voluntary Corporate Governance Independent Directors are appointed as per the Guidelines of the Ministry of Corporate Affairs, Governance guidelines of the Company, with Government of India broadly outline a management expertise and wider range of framework for corporate sector on important experience. The Directors appointed by the parameters like appointment of directors, Board are given induction and orientation with guiding principles to remunerate directors, respect to the Company's vision, strategic responsibilities of the Board, risk management, direction, core values, including ethics, the enhanced role of Audit Committee and corporate governance practices, financial conduct of Secretarial Audit. matters and business operations by having 1.2 Role of the Company Secretary in Overall one-to-one meetings. The new Board members Governance Process are also requested to access the necessary documents / brochures, Annual Reports and The Company Secretary plays a key role in internal policies available at our website ensuring that the Board procedures are www.acceltransmatic.com to enable them to followed and regularly reviewed. She ensures familiarize with the Company's procedures and that all relevant information, details and practices. Periodic presentations are made by documents are made available to the directors Senior Management, Statutory and Internal for effective decision making at the meetings. Auditors at the Board/Committee meetings on She is primarily responsible to ensure business and performance updates of the compliance with applicable statutory Company, global business environment, requirements and is the interface between the business risks and its mitigation strategy, company and regulatory authorities. All the impact of regulatory changes on strategy etc. Directors of the Company have access to the Updates on relevant statutory changes services of the Company Secretary. encompassing important laws are regularly 1.3 Selection and Appointment of New intimated to the Independent directors. Directors on the Board 1.6 Prevention of Insider Trading Considering the requirements of the skill-sets Pursuant to the SEBI (Prohibition of Insider on the Board and the broad guidelines issued by Trading) Regulations, 2015, a Securities the Accel Transmatic eminent persons having Dealing Code `Accel Code of Conduct for an independent standing in their respective Prevention of Insider Trading and Code of field/profession and who can effectively Corporate Disclosure Practices' for prevention contribute to the Company's business and of insider trading is in place. The objective of the policy decisions are considered by the Code is to prevent purchase and / or sale of Nomination and Remuneration Committee for shares of the Company by an insider on the appointment as new Directors on the Board. b a s i s o f u n p u b l i s h e d p r i c e s e n s i t i ve The number of directorships and memberships information. Under this Code, Designated in various committees of other companies by persons (Directors, Advisors, Officers and other such persons is also considered. concerned employees / persons) are prevented 1.4 Selection criteria of Board Members from dealing in the Company's shares during The Nomination and Remuneration Committee the closure of Trading Window. To deal in works with the Board to determine the securities beyond specified limit, permission of appropriate characteristics, skills and Compliance Officer is also required. All the experience required for the Board as a whole designated employees are also required to and for individual member. Board members are disclose related information periodically as expected to possess expertise, leadership skills defined in the Code. Directors and designated required to manage and guide a high growth. employee who buy and sell shares of the The members are not related to any Executive Company are prohibited from entering into an or Independent Director. opposite transaction i.e. sell or buy any shares 1.5 Familiarization Program of Independent of the Company during the next six months Directors following the prior transactions. Directors and designated employees are also prohibited from The Independent Directors of ATL are eminent taking positions in the derivatives segment of personalities having wide experience in the field the Company shares. The aforesaid Code is of business, finance, education, industry, available at the website of the Company commerce and administration. Their presence www.acceltransmatic.com on the Board has been advantageous and fruitful in taking business decisions. 28 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
1.7 Vigil Mechanism paid sitting fee within the limits prescribed Your Company has established a mechanism under Section 197(1)(ii) of the Act. The Non- Executive Independent Directors did not have called 'Vigil Mechanism' for directors and any material pecuniary relationship or employees to report to the appropriate transactions with the Company except the authorities of unethical behavior, actual or payment of sitting fees and commission to them suspected, fraud or violation of the Company's during the year 2015-16. code of conduct or ethics policy and provides Independent Directors are not serving as safeguards against victimization of employees Independent Directors in more than seven who avail the mechanism. The policy permits all listed companies. None of Directors of the the directors and employees to report their Company hold the position as wholetime concerns directly to Chairman of the Audit Director in company itself nor serve as Committee of the Company. The policy with the Independent Director in more than three listed companies. name and address of the Chairman of the Audit Committee has been communicated to the Sl. Dates on which the Board employees by uploading the same on the No. Meetings were held website of the Company. The employees can directly contact the Chairman of the Audit 01 26.05.2015 Committee on the email address as mentioned 02 12.08.2015 in the `Vigil Mechanism Policy' uploaded at the 03 13.11.2015 website of the Company. 04 03.02.2016 2.0 Board of Directors The Company has a high profiled Board with (C) Performance evaluation of Independent varied management expertise. The Board's Directors: role, functions, responsibility and accountability The Nomination and Remuneration Committee are known to them due to their vast experience. evaluates the performance of Independent Directors and recommends Commission Directors are provided with well-structured and payable to them based on their commitment comprehensive agenda papers in advance. All towards attending the meetings of the material information is incorporated in the Board/Committees, contribution and attention Agenda for facilitating meaningful and focused to the affairs of the Company and their overall discussion in the meeting. performance apart from sitting fees paid for During the year, information as per Clause 49 of each Board and committee meetings attended by them. the Listing Agreement has been placed before (D) Other provisions as to Board and Committees the Board for its consideration from time to time The Board comprises of Mr. N.R. Panicker as as and when required. Executive Chairman, Mr. K.R.Chandrasekaran, Minutes of the Board Meetings/Committee Mr. N. Gopalakrishnan, Mr. C.K. Kerala Varma Meetings are circulated to the Directors well in and Shruthi Panicker as Directors. Mr.C.N. advance and confirmed at the subsequent Ramchand & Dr.M.Ayyappan were co-opted as meetings. additional directors w.e.f. 10.11.2016
(A) Composition of Board The maximum time gap between any two The present Board of the Company consists of 7 consecutive meetings did not exceed 120 days. Directors and six of the Directors are Non None of the Directors on the Board are Members of Executive Directors. The Company has an more than 10 Committees or Chairman of more Executive Chairman and more than one half of than 5 Committees across all the companies in the Directors are Independent Directors and which they are Directors. Necessary disclosures one Woman Director. The Company has an regarding Committee positions in other public appropriate size of the Board for real strategic companies as on 31 March, 2016 have been made discussion and avails benefit of diverse by the Directors as per Clause 49 (II) (D) of the experience and viewpoints. listing agreement. All directors are individuals of integrity and courage, with relevant skills and experience to Details of attendance of Directors at Board bring judgment to bear on the business of the Meetings and at the last Annual General Meeting Company. held on 3rd February 2016, with particulars of their (B) Non-Executive Independent Directors' Directorships and Chairmanship/Membership of compensation and disclosures Board Committees of the companies showing the position as on 31st March 2016 are given below: The Non-Executive Independent Directors are
29 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Name of the Category as at No. of Attendance No. of Committee/s Director 31.03.2016 Board At the last Director position as on meetings AGM held Ship held 31.03.2016 (All Attended On in Indian companies including Out of 04 03.02.2016 Public this company) Meetings Limited Held as on Companies 31.03.2016 (including this company) Member Chairman Mr. N.R. Panicker Executive Chairman, Promoter (w.e.f.01.04.16) 04 Yes 04 01 - Mr. N. Gopalakrishnan Independent Nair Director 04 Yes 01 01 01 Mr. C.K. Kerala Varma Independent 04 Yes 01 02 01 Director Mr. K.R.Chandrasekaran Director 04 Yes 01 02 01 Ms. Shruthi Panicker Director 04* No 01 00 00
• 3 meetings participated via Video conferencing. Independent Directors, Non-Executive Other directorships do not include alternate Directors and Senior Management directorships, directorships of private limited (F) Board's functioning & Procedure companies and, Section 8 of Companies Act, 2013 / The ATL Board plays a pivotal role in ensuring Section 25 of the Companies Act, 1956 and of good governance. Its style of functioning is c o m p a n i e s i n c o r p o r a t e d o u t s i d e I n d i a . democratic. The Members of the Board have Chairmanships/Memberships of always had complete freedom to express their Board Committees include only Audit, Stakeholders opinion and decisions are taken on the basis of a Relationship and Nomination and Remuneration consensus arrived at after detailed discussion. Committees of public limited companies. The members are also free to bring up any The Company has received declarations of matter for discussion at the Board Meetings with independence as prescribed under Section 149(6) & the permission of the Chairman. (7) of the Companies Act, 2013 from Independent The Board's role, functions, responsibility and Directors. All requisite declarations have been accountability are clearly defined. In addition to placed before the Board. its primary role of setting corporate goals and No Director of the Company is related to any other monitoring corporate performance, it directs Director of the Company. long term sustainable growth that translates itself into progress, prosperity and the (E) Code of Conduct fulfillment of stakeholders' aspirations, is (i) The Board of Directors has laid down Code of accomplished. It also sets standards of Conduct for Board of Directors and Senior corporate behavior and ensures ethical behavior Management of the Company. The copies of at all times and strict compliance with laws and Code of Conduct as applicable to the Directors regulations. as well as Senior Management of the Company The items placed at the Meetings of the Board are uploaded on the website of the Company - include the following: www.acceltransmatic.com. â Report on operations of the company. (ii) The Members of the Board and Senior â Opportunities for organic and inorganic growth; Management personnel have affirmed the â Business Plans and analysis of variances compliance with the Code applicable to them periodically as compared to the plans. during the year ended on 31 March, 2016. The â The audited quarterly/half yearly financial Annual Report of the Company contains a results and the audited annual account of the Certificate by the Chairman in terms of Clause company, both consolidated and on standalone 49 of the listing agreement based on the for consideration for approval; compliance declarations received from
30 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
â Financial statements such as cash flow, inventories, sundry debtors and/or other liabilities or claims of substantial nature; â Status of borrowings and details of material foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if any; â Delegation of powers to the operational management; â Any material default in financial obligations to any by the company including substantial non-receipt of monies due to the company. â Review compliance of all laws applicable to the company including the requirements of listing agreement signed with the stock exchanges and steps taken by the company to rectify instances of non-compliances, if any; â Transactions that involve substantial payment towards goodwill, brand equity or intellectual property, if any; â Sale of material nature, of investments, subsidiaries assets, which is not in normal course of business, if any; â Information on senior appointments below the board level including the appointment/ removal of the Chief Financial Officer (CFO) and the Company Secretary; â Proposals for joint ventures/collaborations; â Material communication from government including show cause notices, demand, prosecution, notices and penalty notices, if any, which are materially important; â Communication to Stock Exchanges, the shareholders and the press regarding company's performance, future plans and other decision/changes of significant importance or of price sensitive nature. All the items on the Agenda are accompanied by notes giving information on the related subject. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions. The Minutes of the meetings of the Board are individually given to all Directors and confirmed at the subsequent Board Meeting. The Minutes of the various committees of the Board are also individually given to the Board and thereafter tabled for discussion at the subsequent Board Meeting. e) Details of Board Meetings held upto 31st March 2016 and the number of Directors present Sl. No. Dates on which the Board Total strength of the Board No. of Directors Present Meetings were held
01 26.05.2015 05 05
02 12.08.2015 05 05
03 13.11.2015 05 05
04 03.02.2016 05 05 f) Attendance of Last Annual General Meeting. Except Ms. Shruthi Panicker, all others directors of the company attended the last Annual General Meeting held on 3rd February 2016 Board Committees 3.1 Audit Committee (A) Qualified and Independent Audit Committee The Company complies with Section 177 of the Companies Act, 2013 as well as requirements under the listing agreement pertaining to the Audit Committee. Its functioning is as under: (i) The Audit Committee presently consists of the three Non-Executive Directors, out of which two are Independent Directors; (ii) All members of the Committee are financially literate and having the requisite financial management expertise; (iii) The Chairman of the Audit Committee is an Independent Director; (iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 3rd February 2016.
31 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
(B) Terms of reference The terms of reference of the Audit Committee include inter-alia: v Oversight of Company's Financial reporting process and the disclosure of its financial information; v Recommendation of appointment, remuneration and terms of appointment of auditors of the Company; v Approval of payment to statutory auditors for any other services rendered by them; v Reviewing with the Management, the annual financial statements and Auditors' report thereon; v Matters to be included in the Directors' Responsibility statement to be included in the Boards' Report; v Changes, if any, in the accounting policies and practices and reasons for the same; v Major accounting entries involving estimates based on the exercise of judgment by management; v Significant adjustments made in the financial statements arising out of audit findings; v Compliance with listing and legal requirements relating to financial statements; v Approval of related party transactions as per policy of the Company; v Review and monitor the auditor's independence and performance, and effectiveness of audit process; v Scrutiny of Inter Corporate Loans and investments; v Evaluation of Internal financial controls and risk management systems; v Reviewing, the management, performance of statutory and internal auditors, adequacy of internal control systems; v Reviewing the adequacy of internal audit function, if any, including frequency of internal audit; v Discussion with internal auditors of any significant findings and follow up there on; v Reviewing the findings of any internal observations by the internal auditors into matters where there is irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; v Discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern; v To review the functioning of vigil mechanism; v Management discussion and analysis of financial condition and results of operations; Composition, names of Members and Chairperson, its meetings and attendance: The composition of the Audit Committee is : Name Capacity
Mr. C.K.Kerala Varma Chairman
Mr. N. Gopalakrishnan Nair Member
Mr. N.R. Panicker (Ceased w.e.f. 21.04.2016) Member
Mr. K.R. Chandrasekaran (w.e.f. 21.04.2016) Member
Sr.No. Dates on which the Audit Committee Meetings were held 01 26.05.2015 02 12.08.2015 03 13.11.2015 04 03.02.2016
Name of Member Category Meetings held Meeting attended
Mr. C.K. Kerala Varma Chairman 04 04
Mr. N.Gopalakrishnan Nair Member 04 03
Mr. N.R.Panicker Member 04 04
32 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
The Committee meetings are attended by invitation by the Manager – Accounts, representatives of Statutory Auditors and representatives of the Internal Auditors. The Company Secretary acts as the Secretary of the Audit Committee. 3.2 Nomination and Remuneration Committee (A) Constitution The Nomination and Remuneration Committee comprises of : Name Capacity Mr. N. Gopalakrishnan Nair Chairman Mr. C.K.Kerala Varma Member Mr. K.R. Chandrasekaran Member (B) Terms of reference Terms of reference of the Nomination and Remuneration Committee include â To identify persons who are qualified to become directors and who may be appointed in senior management, recommend to the board their appointment and removal and shall carry out evaluation of every director's performance; â Formulation of criteria for determining the qualifications, positive attributes and independence of the director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees; Remuneration policy The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed and variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. (E) Remuneration to Executive Chairman and Executive Director The company had only Non -Executive Chairman and Non-Executive Directors and accordingly no remuneration has been paid to the Chairman & Non-Executive Directors. Only sitting fees has been paid to the Independent Directors. Remuneration to Non-Executive Directors (a) The Non-Executive Directors are entitled to sitting fee for attending the Board/Committee Meetings as detailed below. Board Meeting Rs. 20,000/- per meeting Audit Committee Rs.10,000/- per meeting Nomination and Remuneration Committee Rs.10,000/- per meeting Stakeholders’ Relationship Committee Rs.10,000/- per meeting The Board considered the performance of the Non-Executive Directors based on their attendance and contribution at the Board and Committee meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. Payment of sitting fee to the Non-Executive Directors for the year ended 31 March, 2016 are as under Name of Director Sitting Fee Commission Total (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
N.Goapalakrishnan Nair 1.20 Nil 1.20 C.K.Kerala Varma 1.20 Nil 1.20 Notes: (i) The Independent Directors have disclosed that they do not hold any shares in the Company. (ii) There has been no pecuniary relationship or transactions other than above of the Non-Executive Directors vis-à-vis the Company during the year under review. Name and Designation of the Compliance Officer Ms. Shoba Giridharan Company Secretary has been designated as Compliance Officer of the Company in
33 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 line with the requirement of Listing Agreement with the Stock Exchanges and can be contacted at: Accel Transmatic Limited Registered Office : Corporate Office : No.75, Nelson Manickam Road III Floor, SFI COMPLEX, 177 Valluvar Kottam High Road, Aminjikarai, Chennai 600 029 Nungambakkam, Chennai – 600 034 Tel: 044 42252308; Telephone: 044-28222262 Email :[email protected] E-Mail: [email protected] ( c) Complaints received and redressed during the year 2015-16 Opening Balance Received during the Resolved during the Closing Balance year 2015-2016 year 2015-2016
Nil Nil Nil Nil (E) Transfer of Unclaimed Dividend to IEPF (F) Unclaimed Dividend Year-wise list of the Shareholders who have not claimed their dividend is posted at website of MCA as well as website of the Company in line with MCA Circular. 5. Disclosures (A) Basis of related party transactions (i) The statements containing the transactions with related parties were submitted periodically to the Audit Committee. (ii) There are no related party transactions that may have potential conflict with the interest of the Company at large. (iii) There were no material individual transactions with related parties during the year, which were not in the normal course of business as well as not on an arm's length basis. (iv) There is no non-compliance by the Company and no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital market, during the last three years. (B) Disclosure of Accounting Treatment The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historic cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. (C) Board Disclosures - Risk Management The Company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and Board of Directors review these procedures periodically. (D) Proceeds from public issues, right issues, preferential issues etc. The Company did not have any of the above issues during the year under review. (E) Secretarial Audit Report The Company has obtained Secretarial Audit Report on Annual basis from the Company Secretary in practice for compliance with Section 204(1) of the Companies Act, 2013, Listing Agreement, SEBI Regulations on Takeover, Insider Trading and Depositories & Participants. A text of the Annual Secretarial Audit Report is annexed elsewhere. (F) Management Discussion and Analysis Report The Management Discussion and Analysis Report have been included separately in the Annual Report to the Shareholders. (G) Shareholders (i) The quarterly results and presentations made by the Company to analysts are put on the Company's websitewww.acceltransmatic.com under the Investors Section. (ii) The Company has also sent Annual Report through email to those Shareholders who have registered their email ids with Depositary Participant.
34 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
6. Compliance on Corporate Governance The quarterly compliance report has been submitted to the Stock Exchanges where the Company's equity shares are listed in the requisite format duly signed by the Compliance Officer. Pursuant to Clause 49 of the Listing Agreement, the Auditor's Certificate in compliance on conditions of Corporate Governance is published elsewhere in the Annual Report. 7. Stakeholders Relationship Committee
Name of the non-executive Director heading the Committee Mr. K.R. Chandrasekaran Name and Designation of the Compliance Officer Ms. Shoba Giridharan - Company Secretary
No. of Shareholders complaints received during the year Nil No. not solved to the satisfaction of shareholder N.A No. of pending complaints Nil 8. Mandatory and Non –Mandatory requirements. The Company has complied with all the applicable mandatory requirements as provided in Revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges where Company’s shares are listed. The extent of implementation of the non - mandatory requirements are as under: 1. The Board The requirement regarding the Non Executive Chairman is not applicable, since the Chairman of the Company is the Executive Chairman. 2. Shareholder Rights The Company is yet to comply with the same. 3. Audit qualifications There are Audit qualifications in the Financial Statements of the Company for the Year 2015-2016 and the comments to the qualifications are mentioned in the Directors Report. 4. Reporting of Internal Auditor The Internal Auditor reports directly to the Audit Committee. 9. General Body Meetings (A) Location and time of Annual General Meetings held in the last 3 years:
Year Type Date Venue of Meeting Time
Free Mansion Hall, Vazhuthacaud 2012-2013 AGM 14.08.2013 (Adjacent to Cotton Hill Girls High 11.30 am School), Vazhuthacaud, Trivandrum
KUMGAI Auditorium, ABK-AOTS DOSOKAI, 3rd Floor, Chateau D Ampa, 2013-2014 AGM 29.09.2014 11.30 am 37 Nelson Manickam Road, Aminjikarai, Chennai 600 029.
KUMGAI Auditorium, ABK-AOTS DOSOKAI, 3rd Floor, Chateau D Ampa, 2014-2015 AGM 03.02.2016 37 Nelson Manickam Road, Aminjikarai, 11.00 AM Chennai 600 029 b) Person who conducted the Postal Ballot exercise Mr. R. Kannan, Practising Company Secretary was appointed as the Scrutinizer for overseeing the postal ballot process for both physical as well as e-voting. c) Whether any special resolution is proposed to be conducted through Postal Ballot As and when exigencies arise, the Company shall seek the approval of the members through ballot during the financial year.
35 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Means of Communication a) Quarterly Results The unaudited quarterly financial results are approved and authenticated by the Board of Directors within 45 days from the end of each quarter and the audited financial results along with the last quart4er results within 60 days from the close of the financial year. Such results are communicated within 30 minutes to the stock exchanges where the shares of the company are listed and also placed on the website of the Company. The financial results are also published in the newspapers as per the format provided by the SEBI within 48 hours from the date of the board meeting wherein financial results were approved. b) Newspapers wherein results normally published The results are published in the English Newstoday which has nation-wide circulation and in Tamil daily Malaisudar being the vernacular language having wide circulation in the state in which the registered office of the company is situate. c) Any website, where displayed Upon intimation to stock exchange, the results are displayed in the website of BSE. The results are also uploaded in the company's website www.acceltransmatic.com. d) & e) Whether it also displays official news release and presentations made to institutional Investors or to the the analysts. The company has not made any official news release nor made any presentations to the Institutional Investors or to the analysts during the year and as such the said provisions not applicable. 10. General Shareholder Information (a) Annual General Meeting: Date 30th December, 2016
Time 11.30 A.M.
Venue Meeting Hall, Hotel Rain Drops, 169/2, Greams Road, Chennai 600 006
(b) Financial Year : April to March Financial Calendar (Tentative) Results for quarter ending 30th June 2016 Mid August 2016 Results for quarter ending 30th September 2016 Mid November 2016 Results for quarter ending 31st December 2016 Mid February 2017
Results for year ending 31st March 2016 End May 2017 31ST Annual General Meeting (i.e. next year) September 2017
(ii) Date of Book Closure: The Register of Members and Share Transfer Books of the Company shall remain closed from 24/12/2016 To 30/12/2016 (Both days inclusive) (iii) Listing on Stock Exchanges and Stock Code / Symbol.
Name of Stock Exchange Stock Code / Symbol The Bombay Stock Exchange Ltd 517494 PhirozeJeejebhoy Towers Dalal Street, Mumbai 400001
ISIN Number INE258C01020
The Annual Listing fees for the year 2016-2017 have been paid to the concerned stock exchanges. (c) Dividend Payment Date No dividend has been declared and as such the same is not applicable. 36 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
(d) Market price information The reported high and low closing prices during the year ended 31st March 2016 on BSE LTD, where your Company's shares are frequently traded vis-à-vis the Share Index, are given below:
Month B S E High Low
April 2015 13.60 9.85 May 2015 12.60 8.41 June 2015 14.99 7.26 July 2015 10.17 7.51 August 2015 10.02 8.27 September 2015 8.60 7.01 October 2015 8.50 6.47 November 2015 8.41 6.20 December 2015 10.08 7.82 January 2016 9.44 7.89 February 2016 8.10 7.00 March 2016 9.49 7.13
(e) Registrars and Share Transfer Agents The Members are requested to correspond to the Company's Registrars & Share Transfer Agents – Integrated Enterprises (India) Ltd 2nd Floor, KENCES Towers, No1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai 600 017 (11) Shareholding as on 31st March 2016 (a) Distribution of shareholding as on 31st March 2016
Share or Debenture Share/ Debenture Holders Share/ Debenture Amount holding of nominal
value Rs. Number % to total Rs. % to total (1) (2) (3) (2) (3) Upto 1000 4,525 69.66 2151,530 1.95 1001 – 2500 765 11.78 1,362,900 1.23 2501 - 5000 544 8.37 2,237,550 2.03 5001 – 10000 251 3.86 2,118,310 1.92 10001 – 50000 304 4.68 7,159,150 6.49 50001 – 100000 37 0.57 272,6830 2.47 100001 & above 70 1.08 92,617,740 83.91 Total 6,496 100.00 11,0374010 100.00
37 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
(b) Shareholding pattern as on 31st March 2016 Category No. of shares held % to the total paid up capital Promoters Indian – Individuals 914,810 8.29 - Bodies Corporate 5,630,000 51.01 - Relatives of 206,851 1.87 Promoters/ Subsidiary
Foreign - - Non Promoters Financial Institutions/Banks 520 0.00 Mutual Funds 2,144 0.02 Bodies Corporate 201,528 1.83 Margin Trading Account-Corporate 22,200 0.20 Overseas Corporate Bodies 560 0.01 Limited Liability Partnership 1,500 0.01 Clearing Member 100 0.00 Trusts 137,080 1.24 Indian Public 3,920,208 35.51 Total 11,307,401 100.00 © ) Capital of the Company
Share Capital Amount in Rupees Authorized Capital 200,000,000 Issued, Subscribed and fully paid up Equity 110,374,010 (d) Top ten Shareholders as on 31ST March 2016
Category Name of the Shareholder No. of shares % to the total held paid up capital
PROMOTER BODIES CORPROATE – DOMESTIC ACCEL LIMITED 5,630,000 51.01 PROMOTER INDIVIDUAL PANICKER N.R 914,810 8.09 RESIDENT ORDINARY PORINJU V VELIYATH 171,478 1.52 RESIDENT ORDINARY GOPINATHAN NAIR N 150,675 1.33 TRUST KERALA VENTURE CAPITAL TRUSTEE PVT LTD A/C KERALA VENTURE CAPITAL FUND 137,080 1.21 RESIDENT ORDINARY PHILIP JOHN 152,721 1.35 RELATIVE OF PROMOTER SHRUTHI PANICKER 106,851 0.94 RELATIVE OF PROMOTER SREEKUMARI PANICKER 100,000 0.88 RESIDENT ORDINARY RAVINDRAN T 99,815 0.76 RESIDENT ORDINARY RAMIT KOCHAR 85,391 0.88
38 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Dematerialization of shares and liquidity 97% of the equity shares have been dematerialized as on 31st March 2016 The Company’s shares can be traded only in dematerialised form as per SEBI notification. The Company has entered into an Agreement with NSDL and CDSL whereby shareholders have the option to dematerialize their shares with either of the depositories. Equity shares are actively traded in BSE (12) Outstandings GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments. (13) Plant locations Animation Division Chennai: 55, I Floor, Murugesan Naicker Office Complex, Greams Road Thousand Lights, Chennai – 600 006
Trivandrum DRISHYA Building, Animation SEZ, KINFRA Film & Video Park, Kazhakuttam, Trivandrum – 695 585 Engineering Division: Chennai Shed No.34, SIDCO Electronics Complex, Guindy, Chennai 600 032 (14) Address for correspondence
Registered Office Communication The Company Secretary The Company Secretary Accel Transmatic Limited Accel Transmatic Limited III Floor, ACCEL HOUSE III Floor, SFI Complex No.75 Nelson Manickam Road 177, Valluvarkottam High Road Aminjikarai Nungambakkam Chennai 600 029 Chennai 600 034 Tel.: 044-2822 2262
(15) Other Disclosures (a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large. There are no materially significant related party transactions viz. with promoters, directors or the Management, their subsidiaries, or relatives that may have potential conflict with the interests of the Company at large. (b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on nay matter related to capital markets during the last three years. The Company has complied with the various rules and regulations prescribed by the Stock Exchange or any statutory authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company. (c) Details of establishment of vigil mechanism / whistle blower policy A vigil Mechanism / whistle Blower Policy for employees has been established to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. We further affirm that during the financial year 2015-16, no employee has been denied access to the audit committee. (d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements.
39 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
All the mandatory requirements with regard to the corporate governance as are applicable to the company have been duly complied with. Regarding discretionary requirements as specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. (i) The Chairman being non-executive has not established a separate office. (ii) The shareholders are communicated the quarterly / half yearly results / performance by way of publishing the financial results on the website of the Company as well as the Stock Exchanges where the shares of the company are listed in addition to publishing in India Today and Malaisudar in the format as stipulated by SEBI. (iii) The Company’s audit reports remain unmodified opinion. (iv) Internal Auditors have access to audit committee and make presentations before the Audit Committee highlighting the High Risk areas covering their audit and for taking appropriate steps in mitigating such risks. (e) Web link where policy for determining material subsidiaries is disclosed 16. We have fairly complied with the requirements of Corporate Governance report of sub-paras (2) to (10) of Schedule V© of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are applicable to Accel Transmatic Limited. 17. The details on the extent of compliance with regard to discretionary requirements as specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 have been indicated under para 15(d) above. 18. Insider Trading Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has prescribed a Code of Conduct for Prevention of Insider Trading as applicable to Promoters / designated employees / connected persons. 19. Code of Conduct The Company has formulated a Code of Conduct for the Board member and Senior Management Personnel. The same has also been posted on the website of the Company. A declaration by the Chairman & Managing Director affirming the compliance on Code of Conduct applicable to the Board Members and the Senior Management Personnel forms part of this report. 20. Reconciliation of Share Capital Audit Periodical audits were carried out by a qualified Practising Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued listed capital. The audit confirms that the total issued / paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares with NSDL and CDSL. 21. Material Subsidiaries 22. The disclosures on the compliance with Corporate Governance requirements specified in Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 have been made in the above paragraphs to the extent they are applicable to the Company. Further, it is affirmed that the website disclosures as per Regulation 46(2)(b) to (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly complied with. 23. Compliance Certificate from Statutory Auditors Pursuant to Schedule V2(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Certificate from the Statutory Auditors is furnished as part of the report.
40 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE The Member of Accel Transmatic Limited Accel House, 3rd Floor, No.75 Nelson Manickam Road Aminjikarai, Chennai 600 029 We have examined the compliance of conditions of Corporate Governance by Accel Transmatic Limited for the year ended 31st March 2016 as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchanges. The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that, such compliance is neither an assurance as to the future viability of the company nor as to the efficiency or effectiveness with which the management has conducted the affairs of the Company. For and on behalf of Varma & Varma Chartered Accountants
Chennai P.R. Prasanna Varma F.C.A 14/07/2016 Partner (M.No.25854) CERTIFICATION BY CHAIRMAN TO THE BOARD I, N.R. Panicker, Chairman and Managing Director of Accel Transmatic Limited, certify that: 1. I have reviewed the financial statements and cash flow statement for the year ended and that to the best of our knowledge and belief: a. These statements do not contain any materially untrue statement or omit any material factor or contain statements that might be misleading. b. These statements together present a true and fair view of the state of affairs of the Company and are in compliance with the existing Accounting Standards applicable laws and regulations. 2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct. 3. I accept responsibility for the Company's internal control system for financial reporting. I have periodically evaluated the effectiveness of the internal control system of the Company and have disclosed to the auditors and the audit committee deficiencies in the designs or operations of the internal controls, if any. I have also take effective steps to rectify those deficiencies. If any. 4. I indicate to the auditors and to the Audit Committee. a. Significant changes in internal control over financial reporting during the year. b. Significant change in accounting policies during the year. c. Instances of significant fraud of which we have become aware of and which involve management or other employees, who have significant role in the Company's internal control system over financial reporting. Chennai N.R. Panicker 14/07/2016 Chairman DECLARATION As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board Members and Senior Management Personnel have affirmed compliance with Accel Transmatic Limited's Code of Conduct for the year ended 31st March 2016. For Accel Transmatic Limited
Chennai N.R. Panicker 14/07/2016 Chairman
41 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Annexure – V SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST March, 2016 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To The Members, Accel Transmatic Limited Accel House, 3rd Floor, 75, Nelson Manickam Road, Aminjikarai, Chennai – 600029. Company No. : L30007TN1986PLC100219 Authorized Capital : Rs.20 Crores We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Accel Transmatic Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of: • The Companies Act, 2013 (the Act) and the rules made there under; • The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under; • The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; • Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; • The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’); • The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; • The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; • The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during the audit period) • The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the audit period) • The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable to the Company during the audit period) • The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; • The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and • The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period) • The Company has identified the following laws as specifically applicable to the Company; • Various labour laws as applicable to the Company; and
42 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
• Other applicable laws like Customs Act, 1962 etc., • We have also examined compliance with the applicable clauses of the following: • Secretarial Standards issued by the Institute of Company Secretaries of India. (Not applicable to the Company during the audit period) • The Listing Agreements entered into by the Company with Stock Exchanges. During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. S.T.PRABHU PRACTISING COMPANY SECRETARY C.P. No.14682 Chennai 14/07/2016 *******
AGE THIS P BLANK INTENTIONAL
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Balance Sheet as at 31st March 2016
March 31, 2016 March 31, 2015 A Equity and Liabilities 1 Shareholders' fund a. Share capital 3 160,374,010 160,374,010 b. Reserves and surplus 4 (319,736,192) (263,122,411) (159,362,182) (102,748,401) 2 Non - current liabilities a. Long-term borrowings 5 229,668,948 194,947,744 b. Long-term provisions 6 30,796 65,554 229,699,744 195,013,298 3 Current liabilities a. Trade payables 7 10,412,313 19,471,753 b. Other current liabilities 8 12,791,515 10,774,631 23,203,828 30,246,384 Total 93,541,390 122,511,281
B Assets - - 1 Non - current assets a. Fixed assets 9 (i) Tangible assets 9 .1 26,191,799 28,321,643 (ii) Intangible assets 9 .2 45,064,402 60,240,907 (iii) Capital work-in-progress 9 .3 - - b. Non - current investments 10 2,165 2,165 c. Trade receivables 13 - 14,907,399 d. Long term loans and advances 11 6,998,318 3,464,176 78,256,684 106,936,290 2 Current assets a. Inventory 12 693,394 - b. Trade receivables 13 2,784,551 - c. Cash and bank balances 14 176,607 102,902 q Short-term loans and advances 15 9,012,805 8,586,657 e. Other current assets 16 2,617,349 6,885,432 15,284,706 15,574,991 Total 93,541,390 122,511,281 Significant Accounting Policies and Notes on Accounts 1-23 The accompanying notes form an integrated part of the financial statements. As per our report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S)
P. R. Prasanna Varma N. R. Panicker C. K. Kerala Varma Partner Chairman Director Membership No. 25854 K. R. Chandrasekaran Shoba Giridharan Director Company Secretary Place: Chennai ` Date: 14-07-2016 52 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Statement of Profit and Loss for the year ended 31st March 2016
March 31, 2016 March 31, 2015 Income a. Revenue from operations 17 6,910,508 7,726,083 b. Other income 18 1,257,974 3,125,417 Total revenue 8,168,482 10,851,500
Expenses a. Cost of Services 19A 7,934,323 8,448,037 b. Materials Consumed 19B 1,170,782 b. Employee benefit expenses 20 6,388,036 5,536,906 c. Other expenses 21 25,649,370 27,119,780 Total expenses 41,142,511 41,104,723 "Earning before interest, tax, depreciation ,amortisation and exceptional items (EBITDA) " (32,974,029) (30,253,223)
Depreciation & Amortisation 9 17,643,563 26,585,247 Less: Recoupment from Revaluation Reserve 58,466 58,466 Net depreciation & amortisation 17,585,097 26,526,781 Finance cost 22 5,996,187 8,709,648 Profit / (loss) before exceptional item & tax (56,555,313) (65,489,652) Add: Exceptional items - 5,174,084 Profit/( loss ) before tax (56,555,313) (70,663,736) Tax expenses Current tax - - Defered tax - - Total tax expenses - - Profit/( loss ) for the year (56,555,313) (70,663,736)
Earning per equity share (nominal value of share Rs.10) Basic & Diluted After excluding exceptional items (5.58) (6.39) On total Profit/(Loss) for the year (5.58) (6.86)
Significant Accounting Policies and Notes on Accounts 1-23 The accompanying notes form an integral part of the financial results As per our report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S)
P. R. Prasanna Varma N. R. Panicker C. K. Kerala Varma Partner Chairman Director Membership No. 25854 K. R. Chandrasekaran Shoba Giridharan Director Company Secretary Place: Chennai ` Date: 14-07-2016
53 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Cash flow statement for the year ended
March 31, 2016 March 31, 2015 Profit before tax (56,555,313) (70,663,736) Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ amortization 17,585,097 31,700,863 Provision for Doubtful debts 14,907,398 14,907,398 Interest expense 5,996,187 8,709,648 Interest (income) (27,108) (2,860) Operating profit before working capital changes (18,093,739) (15,348,687) Movements in working capital : Increase/ (decrease) in trade payables (9,059,440) 3,591,320 Increase / (decrease) in long-term provisions (34,758) (700,870) Increase/ (decrease) in other current liabilities 2,016,884 (21,008,656) Decrease / (increase) in stock (693,394) Decrease / (increase) in trade receivables 12,122,848 17,107,397 Decrease / (increase) in long-term loans and advances (3,534,142) 46,733 Decrease / (increase) in short-term loans and advances (426,148) (1,473,047) Decrease / (increase) in other current assets 4,268,083 (4,268,121) Cash generated from /(used in) operations (13,433,806) (22,053,931) Direct taxes paid (net of refunds) - - Net cash flow from/ (used in) operating activities (A) (13,433,806) (22,053,931) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (15,244,597) (15,231,043) Interest received 27,108 2,860 Net cash flow from/ (used in) investing activities (B) (15,217,489) (15,228,183) Cash flows from financing activities Proceeds from issuance of equity share capital ( Preference Share Capital ) - - Repayment of long-term borrowings 34,721,187 45,805,812 Repayment of short-term borrowings - - Interest paid (5,996,187) (8,709,648) Net cash flow from/ (used in) in financing activities ( c) 28,725,000 37,096,164 Net increase/(decrease) in cash and cash equivalents (A + B + C) 73,705 (185,950) Cash and cash equivalents at the beginning of the year 102,902 288,852 Cash and cash equivalents at the end of the year 176,607 102,902 Components of cash and cash equivalents Cash on hand 27,118 565 With banks- on current account 149,489 102,337
Total cash and cash equivalents 176,607 102,902 Notes: 1) Cash and Cash Equivalents include Cash in Hand & Balance with Banks on Current Accounts and Deposit Accounts. 2) Previous year figures have been rearranged/regrouped wherever necessary. 3) This is the Cashflow Statement referred to in our report of even date. As per report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S) P. R. Prasanna Varma N. R. Panicker C. K. Kerala Varma Partner Chairman Director Membership No. 25854 K. R. Chandrasekaran Shoba Giridharan Director Company Secretary Place: Chennai Date: 14-07-2016 54 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2016 (All amounts are in Indian Rupees, unless otherwise stated)
Company Information: Accel Transmatic Limited (the company) was incorporated on 19th May 1986. The company is presently engaged in Animation Content Development Services & Electronics Manufacturing Services (EMS) engaged in production of professional electronics equipment for OEM. Note : 01: Statement of significant accounting policies and practices 1.1 Basis of preparation The financial statements are prepared under historical cost convention in accordance with the Generally Accepted Accounting Principles in India and comply in all material respects with the Accounting Standards specified under the Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014. The accounting policies have been consistently applied by the company and except as disclosed, are consistent with those used during the previous year. All the assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle . Based on the nature of Products and Services and the time between the acquisition of assets for operations and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be 12 months, for the purpose of current – non current classification of assets and liabilities. 1.2 Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates are prudent and reasonable. Future result could differ from these estimates. Differences between actual results and estimates are recognized in the period which the results are known/materialized. 1.3 Revenue recognition: (i) Animation services In respect of Animation services for third parties, income is recognized based on milestone achieved as specified in the contracts. In case of own production of Animated content income is recognized on sale / licensing of such products. Share of surplus from co production ventures is recognized as and when the same accrues after recoupment of the production cost in full as per the terms of the agreement. (ii) Engineering Services Revenue from sale of goods are recoganised when significant risk and rewards of ownership of the goods have been passed to the buyer. (iii) Rental income Revenue from renting out of moveable and immoveable properties are recognized on accrual basis. 1.4 Fixed assets and depreciation: Fixed assets: (i) Tangible assets Fixed assets are stated at acquisition cost / revalued cost, in case of revaluation, as the case may be, less accumulated depreciation and impairment, if any, in the value of the assets. Cost of fixed assets includes purchase price/borrowing cost if capitalization criteria met as per Accounting Standard 16 and all incidental expenses, attributable to the acquisition of assets, up to the date of commissioning of the assets. (ii) Leased assets Fixed assets acquired on finance lease have been capitalized at lower of present value of minimum lease payments or fair value. These assets have been depreciated over the useful life of the asset as technically ascertained by the company.
55 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2016 (All amounts are in Indian Rupees, unless otherwise stated)
(iii) Intangible assets Intangible assets in the nature of software licenses are stated at cost and are amortized over the estimated useful economic life of the asset, using straight line method as technically assessed by the management. Intangible assets in the nature of digital assets are capitalized as and when it is completed and ready for commercialization and amortized over a period of revenue earning potential as estimated by the management. Cost of own / co production of animation products and not ready for commercialization as at the year end is carried forward as capital work in progress in the balance sheet as at the year end, if the management is convinced of the commercial viability of the same. Development expenses of animation products that are not considered to be commercially viable are expensed. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized. (iv) Depreciation / amortization Depreciation on fixed assests is provided on straight line basis based on useful economic life of the asset as estimated by the management or as prescribed in Schedule II to the Companies Act, 2013, which ever is higher. Assets installed in leased premises are amortized over the primary lease period of the premises Digital assets (Intangible) are amortized over the estimated useful economic life of such assets under written down value method. 1.5 Employee Benefits: i) Defined contribution plan: Provident Fund / Employee State Insurance Scheme Contribution to Provident fund scheme and Employee State Insurance Scheme are charged to Profit and Loss account in the year of contribution. There are no other obligations other than such contribution payable to the respective fund / scheme. ii) Defined benefit plan: Gratuity Gratuity has been covered under group gratuity cum assurance scheme of Life Insurance Corporation of India. Accrued liability for gratuity as at the balance sheet date is ascertained on actuarial basis using projected unit credit method and balance in excess of fair value of the plan assets as at the yearend is duly provided for. iii) Compensated absences Short term compensated absences are provided for based on estimates at gross undiscounted values. Long term compensated absences are provided for based on actuarial valuation. 1.6 Provision for taxes: Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current taxes and liabilities are offset where there is a legally enforceable right to set off the recognized amounts and there is a intention to settle the asset and the liability on a net basis. Deferred Tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. In respect of undertakings the income of which is exempt under section 10B of the Income Tax Act, 1961, deferred tax liability on account of timing differences arising but getting reversed during the tax holiday period has not been recognized.
56 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2016 (All amounts are in Indian Rupees, unless otherwise stated)
Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainty as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized. The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and where deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing laws and same taxable entity. 1.7 Accounting for provisions, contingent liabilities and contingent assets: A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the management estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current management estimates. Contingent liabilities are disclosed by way of notes to the Balance Sheet. Provision is made in the accounts in respect of those liabilities which are likely to materialize after the year end, till the finalization of accounts and have material effect on the position stated in the Balance sheet. Contingent assets are not recognized in the financial statements as a matter of prudence. 1.8 Borrowing costs Borrowing costs that are attributable to the acquisition or construction or production of qualifying assets that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of such assets. All other borrowing costs are charged to revenue, during the period in which they are incurred. Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. 1.9 Impairment of tangible and intangible assets The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of seven years. Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss, except for previously revalued tangible fixed assets, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognized in the revaluation reserve up to the amount of any previous revaluation. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
57 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2016 (All amounts are in Indian Rupees, unless otherwise stated)
An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase 1.10 Investments Investments that are readily realizable and intended to be held for not more than a year, if any are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. Provision is made where there is a fall in value of such long-term investments, which are other than temporary in nature. Investments outside India in subsidiary companies are carried in the Balance Sheet at historical cost. 1.11 Cash Flow statement Cash flows from operating activities are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated. 1.12 Inventories a) Cost of production representing overheads incurred for Animation contract services is carried over as work in progress in the Balance Sheet as at the year end. b) Engineering Services: Inventory is carried in books at lower of cost or Net realisable value 1.13 Foreign currency transactions i. Initial recognition – foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency approximately at the date of the transaction. ii.Conversion – Foreign currency monetary items are reported using the closing rate at the yearend. Non monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. iii.Exchange differences – exchange differences arising on the settlement or conversion of monetary items are recognized as income or as expenses in the period in which they arise. 1.14 Earnings Per Share The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares, if any, which would have been issued on the conversion of all dilutive potential equity shares.
58 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
2.0 Measurement of EBITDA The company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense.
31.03.2016 31.03.2015
31.03.2016 31.03.2015
31.03.2016 31.03.2015
31.03.2016 31.03.2015
31.03.2016 31.03.2015
31.03.2016 31.03.2015
31.03.2016 31.03.2015
59 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
3.7 Rights, preferences and restricitions attached to shares Equity shares The company has one class of equity shares having a par value of Rs. 10 each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding. Preference Shares The company had issued 5,000,000 10% Cumulative Redeemable Preference Shares of a face value of Rs.10/- to the promoter company Accel Limited aggregating to Rs.50,000,000/- on August 14, 2013 against loan amount outstanding due to that Company as on that day. The Issue was approved by the share holders in the AGM held on August 14, 2013. The shares are redeemable after 7 years of the date of issue.
31.03.2016 31.03.2015 Capital reserve Balance as per the last financial statements 14,363,750 14,363,750 14,363,750 14,363,750 Revalua on Reserve 11,988,246 12,046,714 Less: Addi onal Deprecia on On Revalua on (58,468) (58,468) 11,929,778 11,988,246 Capital Redemp on Reserve 2,100,000 2,100,000 Closing Balance 28,393,528 28,451,996 Surplus / (Deficit) in Statement of Profit and Loss Balance as per the last financial statements (291,574,407) (220,910,673) Add: Profit / (Loss) for the period (56,555,313) (70,663,734) (348,129,720) (291,574,407) (319,736,192) (263,122,411) 4.1 Going concern The company has suffered cash losses from its operations during the year. The accumulated losses as on the date of the balance sheet is more than 100% of its net worth. The current liabilities exceed the current assets by Rs.79,19,122.However, considering the expected future cash flows from the business and the intellectual property that the company is currently exploiting through global sales, the management is of the opinion that the company would be in a position to continue as a going concern. Further there is a proposal of merger of its holding company with the company which, if approved, would significantly improve the Net Worth and Cash Flow of the Company. (See also Note No: 23.9)
31.03.2016 31.03.2015 31.03.2016 31.03.2015 Rs Rs Rs Rs Term loans from banks ( in INR) Secured 39,421,975 54,055,292 8,400,000 1,200,000 Other loans and advances From Related Par es (Unsecured) 190,246,973 140,892,452 ‐ 229,668,948 194,947,744 8,400,000 1,200,000 5.1 Maximum amount due related par es at any me during the year As at As at March 31, 2016 March 31, 2015 Accel Limited 190,246,973 140,892,452 5.2. Details of Security The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee of its holding company M/s Accel Limited and personal guarantee of Mr N R Panicker, Promoter Director. 5.3 Terms of repayment Asset Backed Loan (ABL) from bank carries interest @ 11.05% p.a and the amount outstanding as on date of balance sheet is repayable in 56 monthly instalments. The terms of repayment of loan from Holding Company is not stipulated yet. 60 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
31.03.2016 31.03.2015 Gratuity (Funded) ‐ ‐ Leave Encashment (Non Funded) 30,796 65,554 30,796 65,554
a) Disclosure required under AS15 – “Employee Benefits” (Revised 2005) 1. Defined Contribu on Plan During the year, the company has recognized in the Profit and Loss Statement, an amount of Rs. 3,49,042 (Previous Year Rs. 2,20,031) on account of defined contribu on towards Provident Fund and towards Employees State Insurance Scheme. 2. Defined Benefit Plans Gratuity – Funded Obliga on 31.03.2016 31.03.2015 Discount Rate (per annum) 8% 8% Salary escala on rate 5% 5% Expected average remaining lives of working employees (year) 24 24
31.03.2016 31.03.2015 Present Value of Obliga on at beginging of the year 128,596 581,150 Current Services Cost 23,255 20,705 Interest Cost 10,320 47,320 Actuarial (Gain)/ Loss 911,175 (545,649) Benefits Paid ‐ ‐ Present value of obliga on at the end of the year 130,194 128,596
31.03.2016 31.03.2015 Present value of obliga ons at the end of the year 130,194 128,596 Less: Fair Value of Plan Assets 381,775 349,041 Amounts recognised as liability/ (asset) (251,581) (220,445) Expenses recognized in the Profit & Loss Account Current Services Cost 23,255 20,705 Interest Cost 10,320 47,320 Actuarial (Gain)/ Loss 911,175 (545,649) Expected return on Plan Assets (27,893) (23,998) Past Service Cost ‐ ‐ Total expenses recognized in the Profit & Loss Statement for the year 916,757 (501,622)
March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 130,194 128,596 581,150 1,101,272 1,811,226 381,775 349,041 299,973 299,973 858,186 (251,581) (220,445) 281,177 801,299 953,040
31.03.2016 31.03.2015
61 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated) Reconcilia on of present value of obliga ons 31.03.2016 31.03.2015 Present Value of Obliga on at beginging of the year 65,554 185,204 Current Services Cost 20,552 25,653 Interest Cost 5,256 15,842 Actuarial (Gain)/ Loss (60,566) (161,145) Benefits Paid ‐ ‐ Present value of obliga on at the end of the year 30,769 65,554 Net (Asset) / Liability recognized in the Balance Sheet as at year end 31.03.2016 31.03.2015 Present value of onliga ons at the end of the year 30,796 65,554 Net present value of unfunded obliga on recognised as (assed) / 30,796 65,554 liability in the Balance Sheet Expenses recognized in the Pro & Loss Account Current Services Cost 20,552 25,653 Interest Cost 5,256 15,842 Actuarial (Gain)/ Loss (60,566) (161,145) Se elment Cost / (Credit) ‐ ‐ Past Service Cost ‐ ‐ Total expenses recognized in the Profit & Loss Statement for the year (34,758) (119,650)
As at As at 31.03.2016 31.03.2015 Dues to Micro, Small & Medium Enterprise ‐ Others For Goods / Service / Others 1,810,093 323,056 Expenses payable 8,602,220 19,148,697 10,412,313 19,471,753
7.1 Dues to Micro , Small & Medium Enterprises The company has ini ated the process of iden fying the suppliers who qualify under the defini on of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no in ma on has been received from the suppliers regarding their status under the said Act as at 31st March 2016, disclosures rela ng to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.
As at As at 31.03.2016 31.03.2015 Current Maturity in Long Term Borrowings (SeeNote No.5) 8,400,000 1,200,000 Statutory remi ances 4,386,515 4,840,180 Advances received 5,000 1,234,451 Capital Advance ‐ 3,500,000 12,791,515 10,774,631
62 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016 ‐ As on As on 122,355 962,791 578,411 31.03.2015 31.03.2015 5,264,026 2,884,843 1,154,344 3,578,420 19,040,479 54,976,881 60,240,907 79,621,983 28,321,643 39,862,254 ‐ 1 574,852 182,418 As on As on 3,849,875 2,747,625 2,643,737 1,002,687 19,040,479 41,214,527 45,064,402 60,240,907 26,191,799 28,321,643 31.03.2016 31.03.2016 ‐ ‐ o o Upt Upt 31.03.2016 31.03.2016 19,264,489 3,110,705 2,133,357 1,269,286 135,730,349 154,994,838 139,783,934 27,713,351 14,078,142 70,256,430 118,561,271 116,128,627 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ - 5,174,084
‐ ‐ 49,987 137,218 628,692 122,354 413,273 1,448,550 1,081,120 2,432,644 6,366,527 13,762,354 15,210,904 20,218,720 ‐ ‐ o o Upt Upt 2,973,487 2,011,003 1,219,299 01.04.2015 01.04.2015 17,815,939 27,084,659 12,997,022 69,843,157 121,967,995 139,783,934 119,565,214 116,128,627 104,588,016 ‐ al as on al as on ot ot 5,858,330 2,133,358 2,271,973 T T 31.03.2016 31.03.2016 19,040,479 23,114,364 28,288,203 16,721,879 70,438,848 176,944,876 200,059,240 200,024,841 144,753,070 144,450,270 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ - - ‐ ‐ ‐ ‐ ‐ - 34,399 49,200 34,399 89,883 17,280 837,644 146,437 302,800
‐ t as on t as on 5,858,330 2,182,090
2,133,358
Cos Cos 16,575,442 70,421,568 01.04.2015 01.04.2015 23,079,965 19,040,479 28,239,003
176,944,876 200,024,841 199,187,197 144,450,270 144,450,270 e ar e 9.4 ) ellectual er So w t es t e: 9.5) ts ts ts " ear ear s & Comput es and fixtur er e Lisences al fi ngs (A) (B) L ar L t and equipmen A ory building ( Pl See not A angible Assets ‐ In T T t evious y evious y operty Righ O O ehicle act T T Land ( Pl. see not So w F " In Pr Plan
Furnitur Pr V Office equipmen Electric Comput
Pr angible asse T 1 1 2 2
3
4
5 6 7 8
9.1 Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
63 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
9.3 Capital Work In Progress As at As at 31.03.2016 31.03.2015 Balance as at the beginning of the period ‐ 514,000 Addi on during the year ‐ ‐ Transferred to revenue expenditure ‐ 514,000 Balance as at the end of the period ‐ ‐
9.4 Revaluation The company has revalued its land and buildings at Trivandrum during the year ended 31.03.2004, at the fair values determined by an independent external valuer. The valuer determined the fair value by reference to market-based evidence. The revalua on resulted in an increase in the value of freehold land and building by Rs. 1,09,39,354 and Rs.17,50,486, respec vely. The revalua on of the building results an addi onal deprecia on charge of Rs.58,466 every year. In accordance with the op on given in the Guidance Note on Accoun ng for Deprecia on in Companies, the company recoups such addi onal deprecia on out of revalua on reserve. 9.5 Lease Hold Land Land under Fixed Assets includes Rs.67.60 lacs being the value of land allo ed and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construc on of building to house its opera ons for which the registra on formali es are yet to be completed. As per the agreement with “ the party “, the said land is on a 90 year lease and has to be developed within a period of 3 years from the date of allotment i.e. on or before 05.04.2010,. The said land could not be developed within the me frame agreed on account of the difficult scenario being faced by the Anima on Industry in general and the company in par cular. KINFRA , in the mean me has changed the status of the SEZ from Anima on to include IT/ITES also., This has been approved by the Ministry of Industries & Commerce vide its le er dated 7th February 2012 . The company’s proposal to KINFRA to change our status to a co developer is s ll pending. 9.6 Fixed assets , capital work in progress & Inventory of intangible assets The anima on division of the company is engaged in the development of Anima on contents, which can be under a service / co produc on contract or for crea ng its own IPR. The cumula ve expenses incurred under co produc on and IPR crea on ac vi es are carried forward under capital work‐in‐progress, ll the assets are ready for commercial exploita on. The expenses incurred under service contracts are carried forward as work in progress inventories ll the milestone billing are achieved. As a result Rs. Nil (PY Nil)are carried forward in the Accounts as at the year end. 9.7 Impairment of Assets In the opinion of the management there is no impairment as on the date of the balance sheet in the value of the carrying cost of fixed assets of the company within the meaning of Accoun ng Standard – 28 on Impairment of Assets issued under Companies (Accoun ng Standards) Rules 2006, considering the revenue earning poten al of the company and based on the es mated future cash flows upon crystalliza on of enquiries received by the company for the intellectual property rights carried in the books as intangible assets.
NOTE 10: NON-CURRENT INVESTMENT As at As at 31.03.2016 31.03.2015 Quoted (Non Traded) at cost Pi sburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) 2,165 2,165 (500 (500) Equity Shares of Rs. 10/‐ each fully paid) 2,165 2,165 Book Value at As at As at As at As at 31.03.2016 31.03.2015 31.03.2016 31.03.2015 Quoted 2165 2,165 10.08 10.08 NOTE 11 : Long term Loans & Advances As at As at 31.03.2016 31.03.2015 (Unsecured Considered Good) (a) Security deposits 6,746,737 3,243,731 (b) Gratuity Fund 251,581 220,445 6,998,318 3,464,176
64 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated) NOTE 12 : Inventories As at As at 31.03.2016 31.03.2015 (valued at lower of cost or net realisable value) Raw materials 693,394 ‐ Work ‐ in Progress Finished Goods 693,394 ‐ NOTE 13: TRADE RECEIVABLES Non - Current por on Current Maturi es As at As at As at As at 31.03.2016 31.03.2015 31.03.2016 31.03.2015 (Unsecured Considered Good ) Outstanding for more than 6 months ‐ 14,907,399 2,784,551 ‐ Less: Provision ‐ ‐ ‐ ‐ Others ‐ ‐ ‐ Total ‐ 14,907,399 2,784,551 ‐ (Unsecured Considered Doubt full ) Outstanding for more than 6 months 29,814,796 14,907,398 8,593,630 Less: Provision (29,814,796) (14,907,398) (8,593,630) Total - - - - Grand Total - 14,907,399 2,784,551 - The confirma on of balances from concerned par es in respect of major accounts of sundry debtors, other receivables, loans and advances and sundry creditors NOTE 14 : CASH & CASH EQUIVALENTS As at As at 31.03.2016 31.03.2015 Current Por on a. Cash on hand 27,118 565 b. Balances with banks (I) in current accounts 149,489 102,337 176,607 102,902 Other Bank Balances (Non Current Por on) Under Other Non Current Asset (i) In unpaid Dividend account ‐ ‐ (ii) Margin Money (Liquid Deposit against Public Deposit) ‐ ‐ ‐ ‐ 176,607 102,902 NOTE 15 : SHORT TERM LOANS & ADVANCES As at As at 31.03.2016 31.03.2015 (Unsecured Considered Good) (a) Loans and advances to employees 432,000 600,000 (b) Prepaid expenses 10,496 122,209 (c) Balances with government authori es 8,399,949 7,819,448 (d) Travel & Trade advances 170,360 45,000 9,012,805 8,586,657 NOTE 16 : Other Current Assets As at As at 31.03.2016 31.03.2015 (Unsecured Considered Good) (a) Unbilled Revenue 2,617,349 6,885,432 2,617,349 6,885,432 1) In the opinion of the Directors, the current assets, loans and advances have the value in which they are stated in the balance sheet, if realized in the ordinary course of business. 2) Unbilled revenue represents amount recognized based on services performed in advance of billing in accordance with contractual terms. This includes certain long outstanding accruals, which the management an cipates to raise bill in the future on comle on of the related work. 65 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated) NOTE 17: Revenue from opera ons Year Ended Year Ended 31.03.2016 31.03.2015 ANIMATION SERVICES Anima on Services ‐ Exports 2,369,099 318,213 Anima on Services ‐ Domes c 2,243,612 7,407,870 4,612,711 7,726,083
ENGINEERING SERVICES Manufacturing Sales ‐ Gross 1,975,948 ‐ Less: Excise Duty 219,552 Manufacturing Sales ‐ Net 1,756,396
Service Income 541,401 ‐ 2,297,797 - 6,910,508 7,726,083 NOTE 18 : Other Income Year Ended Year Ended 31.03.2016 31.03.2015 Interest Income 27,108 2,860 Other Non Opera ng Income 1,230,866 1,298,645 Creditors No Longer Required Wri en Back ‐ 1,823,912 1,257,974 3,125,417 NOTE 19 A : Cost of Services Year Ended Year Ended 31.03.2016 31.03.2015 Cost of Services ‐ Anima on Services 7,137,706 8,448,037 Cost of Services ‐ Engineering Services 796,617 ‐ 7,934,323 8,448,037
NOTE 19 B : Materials Consumed Year Ended Year Ended 31.03.2016 31.03.2015 Opening Stock ‐ ‐ Add: Purchases 1,864,176 ‐ Less: Closing Stock 693,394 ‐ 1,170,782 - NOTE 20 : Employee Benefits Expenses Year Ended Year Ended 31.03.2016 31.03.2015 Salaries & Wages 5,040,922 5,393,493 Contribu on to Provident and other welfare funds 186,371 349,042 Staff Welfare Expenses 278,744 415,643 Gratuity 916,757 (501,622) Leave Encashment (34,758) (119,650) 6,388,036 5,536,906 NOTE 21 : Other Expenses Year Ended Year Ended 31.03.2016 31.03.2015 Rent 2,739,503 3,831,108 Power and fuel 1,500,131 2,596,427 Insurance 3,692 978 Foreign Exchange Loss/(Gain) ‐ Net 29,362 ‐ Rates & taxes 663,314 2,426,859 Repair and maintenanace Repair to building 1,182,137 ‐ Repair to machinery ‐ 162,145 Others 998,584 834,902 Travelling & conveyance 990,037 474,630 Prin ng and sta onery 336,842 121,505 66 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
Year Ended Year Ended 31.03.2016 31.03.2015 Postage, telegram & telephone 373,915 192,981 Consultancy charges 723,621 353,313 Payment to auditors as statutory audit fees 168,540 150,000 Miscellaneous expenses 709,447 855,254 Packing and forwarding charges 151,372 8,500 Provision for Doub ul Debts 14,907,398 14,907,398 Marke ng & distribu on expenses 171,475 203,780 25,649,370 27,119,780
Note 22 : Finance cost Year Ended Year Ended 31.03.2016 31.03.2015 Interest Expenses On Term Loans 5,943,016 7,345,875 On other loans ‐ 1,359,639 Bank charges and commission 53,171 4,134 5,996,187 8,709,648
Note 23: Other Notes Sl.No Par culars 31.03.2016 31.03.2015 1 Profit / (Loss) a er taxa on (56,555,313) (70,663,736) 2 Less: Preference Dividend 5,000,000 5,000,000 3 Profit / (Loss) available to Equity Shareholders (61,555,313) (75,663,736) 4 Less: Excep onal Item ‐ 5,174,084 5 Profit / (Loss) Without Excep onal Item (61,555,313) (70,489,652) 6 Weighted average number of equity shares 11,037,401 11,037,401 7 Basic & Diluted earnings per share with Excep onal Item (5.58) (6.86) 8 Basic & Diluted earnings per Share without Excep onal Item (5.58) (6.39)
Note 23.2: Taxa on: Provision for current tax is made on the basis of the assessable Income and /or Mat Provisions, at the tax rate applicable to the relevant assessment year. No tax provision is made under normal as well under MAT considering the brought forward losses of the company as a whole. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substan vely enacted by the Balance Sheet date The net Deferred Tax Asset at the year end is not recognized as a ma er of prudence. Note 23.3: Related Party Disclosures
Controlling Company Accel Limited
Associates Accel Frontline Limited Accel IT Resources Limited
Key Management Personnel: N R Panicker Non Execu ve Chairman
67 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated)
Note 23.4: Transac ons Controlling Companies under Key management Company common personnel management Receiving of services / purchases ‐ 2,396,155 ‐ ‐ (4,480,253) ‐ Rent Receipts ‐ 1,194,751 ‐ ‐ (1,214,880) ‐ ‐ ‐ ‐ Interest Paid ‐ ‐ (1,253,410) (69,149) Finance (including loans & equity contribu on in cash or in kind) 190,246,973 ‐ ‐ (140,392,452) (8,981,634) ‐ Remunera on / CLA to Whole Time Director ‐ ‐ ‐ (1,125,000) Trade Payables ‐ ‐ ‐ ‐ ‐ ‐ Remunera on to Company Secretary 264,000 ‐ ‐ (99,000)
Note 23.5: Deriva ves Sl.No Par culars 31.03.2016 31.03.2015 1 Category wise quan ta ve data about Deriva ve instruments outstanding at the Balance sheet date Nil Nil 2 Purpose of Hedging Not Applicable Not Applicable 3 Foreign Currency Exposure that are not hedged by a deriva ve Instrument or otherwise: Due to creditors Nil Nil Due from Debtors Nil Nil Nil Nil
Note 23.6: Con ngencies and commitments (Rupees in Lacs) 31.03.2016 31.03.2015 Arrears of Preferrence Dividend 100 50 Outstanding bank guarantees / le er of Credits 1.1 1.1 Income Tax Demands 136.11 136.11 Service tax 16.50 0 Customs 33.87 33.87 PF & Others 19.43 21.07
Es mated amount of Contracts remaining to be executed on Capital account and not provided for (Net of Advances) is Rs. Nil (Previous year Rs.Nil ) It is not prac cable for the company to es mate the mings of cash flows, if any, in respect of the above pending resolu ons of the respec ve proceedings. The company does not expect any reimbursement from third par es in respect of the above con ngent liability. Note 23.7: Segment Repor ng The company has two segments as given below:
68 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st Mach 2016. (All amounts are in Indian Rupees, unless otherwise stated) Revenue by Industry segment (Rupees in Lacs)
31.03.2016 31.03.2015 Anima on 45.83 77.26 Engineering Services 22.98 ‐ Total segment Revenue 68.81 77.26 Segment Results Anima on (514.00) (567.80) Engineering Services (4.17) ‐ TOTAL (518.17) (567.80) Less : Interest ( Net ) 59.96 87.10 Add: Unallocated Income 12.58 (51.74) Total Profit / ( Loss ) before tax (565.55) (706.64) Capital Employed Segment Assets ‐ Segment Liabili es Anima on 553.83 774.80 Engineering Services 16.56 ‐ Unallocated Segment Assets less unallocated Segment Liabili es (2,152.74) (1,802.28) Total (1,582.35) (1,027.48) Note 23.8: Addi onal Informa on pursuant to Part II of Schedule VI of the Companies Act, 1956, to the extent applicable. (a) CIF Value of Imports 31.03.2016 31.03.2015 Raw Materials & Components ‐ ‐ Capital Goods ‐ ‐
(b) Earnings in foreign currency - accruals 31.03.2016 31.03.2015 Towards income from services 2,369,099.00 318,213.00
( c ) Expenditure in foreign currency 31.03.2016 31.03.2015 Services ‐ ‐ Towards Foreign Travel ‐ ‐
(d) Number of Non Resident Shareholders and dividends paid to them. (On payment basis) No of Share Holders Dividend Paid Non Resident Shareholders 37 Nil Previous year's figures have been regrouped , recasted and rearranged wherever necessary, to suit the current period layout. Note 23.9: Merger The Board of Directors of the Company, in its mee ng held on 27th March 2015 has approved a proposal for merger of the holding company M/s Accel Limited, with the company w.e.f 1st April 2014 (Appointed Date) subject to necessary statutory and other approvals. Accordingly, a scheme of amalgama on has been submi ed to the Honorable High Court of Madras and on receipt of approval from the Honorable High Court of Madras necessary adjustment in the accounts would be incorporated. As per our report of even date a ached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S) P. R. Prasanna Varma N. R. Panicker C. K. Kerala Varma Partner Chairman Director Membership No. 25854 K. R. Chandrasekaran Shoba Giridharan Director Company Secretary Place: Chennai Date: 14.07.2016 69 ACCEL TRANSMATIC LIMITED Annual Report 2015 - 2016
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I Registration Details
Registration Number 18 - 100219
Balance Sheet Date 31st March 2016
II Capital raised during the year (Amounts in Rs. Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Share Application NIL
III Position of mobilisation and development of funds (Amount in Rs. Thousands)
Total Liabilities 418,436 Total Assets 418,436
Sources of Funds
Paid -Up Capital 160,374 Reserves & Surplus 28,394
Secured Loans 39,422 Unsecured Loans 190,246
Application of Funds
Net Fixed Assets 71,256 Investments 2
Net Current Assets (952) Misc.Expenditure -
Accumulated Losses 348,130 Deferred Tax Asset (Net) -
IV Performance of Company (Amount in Rs.Thousands)
Turnover 8,168 Total Expenditure 64,724
Profit/(Loss) before Tax (56,555) Profit/(Loss) After Tax (56,555)
Earnings/Share in Rs. (5.58) Dividend @ % NIL
V Generic Names Of Three Principal Products/Services Of Company (as per Monetary Terms)
Item Code No.(ITC Code) Product description
99831415 Animation Services 99833220 Engineering Services
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