ACCEL LIMITED ’ / (Formerly known as Accel Transmatic Limited)- ACCEL.i
15.10.2018
To The Bombay Stock Exchange Limited 16‘" Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai»400 001
Dear Sirs,
Sub: Annual Report for FY 2017-18
Pursuant to Regulation 34 of SEBI (Listing Obligations and disclosures Requirements) Regulations, 2015 we are enclosing herewith Annual Report of the Company for the Financial Year 2017-18 duly adopted by the members at the 32“‘1 Annual General Meeting of the Company held on 28‘" September, 2018.
Please find attached the same in order.
Thanking you,
Yours Faithfully,
For Acne! Limited
N.R Panicker
Managing Director
Regdt Oil. / Cow. 0H. : 37d Floor, SFI Complex, 17ll , Valluvarkollum High Road, Nungnmbukkum, (hannui - 600 034. Plume : 044 48222262, M4 7 48652262 Factory : No. 34, SIDCO Elzmnniu Complex, lhiru Vi. Kn. Industrial Esme, Guindy, (hennai - 600 032. Plume : M4 - 22500338 Animnlinn Division : Drisliyn Building, KINFRA Film E Video Pork, Sninil: Sdioul PO, anhaiamam, Thiruvunnnllmpumm - 695 535 Phone - [147i » 2l67359 Wehsila 2 www.cmllransmmicmm lwwwmtel-indiuum CIN : B0007TN 1986PLC100219
32nd Annual Report 2017 - 2018
ACCEL LIMITED CIN: L30007TN1986PLC100219 III Floor, SFI COMPLEX 178 Valluvar Kottam High Road Nungambakkam, Chennai – 600 034. Telephone: 044-28222262 mail: [email protected] ACCEL LIMITED (formerly known as ‘Accel Transmatic Limited’) ACCEL 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 of Annual General Meeting 2
2. Directors' Report 8
Annexure A: Secretarial Audit Report 12
Annexure B: Extract of Annual Return 14
Annexure C: Conservation Of Energy, Technology 19
3. Management Discussion and Analysis 22
4. Corporate Governance Report 24
5. Financial Statements
5.1 Standalone Financial Statements 36
5.2 Consolidated Financial Statements 70 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
CORPORATE INFORMATION
BOARD OF DIRECTORS STATUTORY AUDITORS Mr. N.R. Panicker M/s. Vijayakumar & Easwaran Managing Director Chartered Accountants Dr. C. N. Ramchand Sasthamangalam Independent Director Trivandrum 695 010 Dr. M. Ayyappan PRINCIPAL BANKER Independent Director M/s. The Federal Bank Ltd, Chennai Ms. Shruthi Panicker REGISTERED & CORPORATE OFFICE Director 3rd Floor, SFI Complex BOARD COMMITEES No.178, Valluvarkottam High Road, AUDIT COMMITTEE Nungambakkam, Chennai 600 034 Dr. M. Ayyappan REGISTRARS & SHARE TRANSFER AGENTS Dr. C.N. Ramchand M/s. Integrated Registry Management Ms. Shruthi Panicker Services Pvt Ltd NOMINATION AND KENCES Towers, 2nd Floor, No.1 REMUNERATION COMMITTEE Ramakrishna Dr. M. Ayyappan Street, North Usman Road, T. Nagar Dr. C.N. Ramchand Chennai 600 017 Mr. N.R. Panicker S T O C K E X C H A N G E W H E R E STAKEHOLDERS’ RELATIONSHIP COMPANY’S SHARES ARE LISTED COMMITTEE The BSE Limited, 25th Floor, P.J. Towers, Dr. C.N. Ramchand Dalal Street, Mumbai 400 001 Mr. N.R. Panicker SCRIP CODE:517494 Dr. M. Ayyappan ISIN: INE258C01038 COMPANY SECRETARY ANIMATION DIVISION Mr. A. Ramanathan (upto 14.11.2017) DRISHYA Building, Animation SEZ, Mr. U. Bharat Kurup KINFRA Film & Video Park, Kazhakuttam, Trivandrum 695 585 (from 14.11.2017 upto 18.05.2018)) Ms. Priyam Agarwal (from 01.06.2018) ENGINEERING DIVISION SECRETARIAL AUDITOR Shed No.34, SIDCO Electronics Complex, R. Kannan, Guindy, Chennai 600032 Practising Company Secretary COMPANY IDENTIFICATION Door No.6A, 10th Street New Colony, NUMBER Adambakkam, Chennai - 600 088 L30007TN1986PLC100219 INTERNAL AUDITORS GSTN: 32AAACT8542K1Z8 - Trivandrum M/s. S.K. Ram Associates P.S.Sivaswamy Salai 33AAACT8542K1Z6 - Chennai Mylapore, Chennai 600 004
1 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
NOTICE TO MEMBERS ii. The Article No. 2 of the AOA relating to Notice is hereby given that the 32nd Annual General Definitions of various terms shall be altered by Meeting of the members of Accel Limited (Formerly amending the definition of Equity shares and known as Accel Transmatic Limited) ('the Promoters. Under definition of Equity shares, Company') will be held as under: 'INR 10 (Rupees ten) per share' shall be substituted with 'INR 2 (Rupees two) per Day : Friday share'. Under definition of Promoters, existing Dat : 28th September, 2018 definition shall be substituted by 'means Mr. Time : 11.30 A.M. N.R. Panicker & family'. The Article shall be altered by substituting the following new Venue : “Hotel KTDC Rain Drops”, 169/2, Article: Greams Road, Chennai - 600 006 DEFINITIONS ORDINARY BUSINESS: 2 Equity Shares Means the Equity Share(s) of 1. To receive, consider and adopt- the Company having value of a) the audited standalone financial statements of INR 2 (Rupees two) per share the Company for the year ended 31 March 2018, and one vote per share together with the Directors' and Auditors' Reports thereon; and Promoters Means N.R.Panicker & family. b) the audited consolidated financial statements iii. The Article No. 137 of the AOA shall be for the year ended 31 March 2018 and the amended by doing the following changes report of Auditors' thereon. a. The Chairman shall have the casting vote in 2. To appoint a director in place of Mr. N.R. case of any equality of votes in a meeting. Panicker, Managing Director (DIN: 00236198), who retires by rotation, and being eligible, b. Deleting 'Till such time that Mr. N.R. Panicker offers himself for re-appointment. and Accel Limited jointly holds 10% in the Company, Mr. N.R. Panicker shall not be liable to 3. To confirm the payment of interim dividend for retirement by rotation of Directors. On and the year 2017-18. from the Effective Date the aforesaid right SPECIAL BUSINESS: vested in Mr. N.R. Panicker shall cease to have 1. Alteration of Article of Association of the effect.'. Company The Article shall be altered by substituting the To consider and pass, if thought fit, with or following new Article: without modification(s), the following 137 How Save as otherwise expressly provided resolution as a Special Resolution:- question in the Act, a meeting of the Board for “RESOLVED THAT pursuant to the provisions to be the time being at which a quorum is of Section 14 and along with such other present shall be competent to exercise decided applicable provisions, if any, of the Companies all or any of the authorities, powers and Act, 2013 read along with the rules, following discretions by or under the regulations alterations in the Article of Association of the Company for the time being (hereinafter referred to as 'AOA') of the vested in or exercisable by the Company, be and hereby approved and Directors generally and all questions adopted: arising at any meeting of the Board shall be decided by a majority of the i. The Article No. 1 of the AOA shall be altered by Board. Any questions arising at a substituting Table “A” at all the places with Table meeting shall be decided by a majority “F”. The Article No. 1 shall be altered by of votes and, in case of any equality of substituting with the following new Article: votes, the Chairman shall have a casting vote PRELIMINARY Subject to the provision of Section 152(6)(a) of the Act at every Annual Save as reproduced or 1 Table “F” shall not apply General Meeting of the Company one- a d o p t e d h e r e i n , t h e third of the Directors for the time being regulations contained in as are liable to retire by rotation, or if Table “F” (in the first their number is not three or a multiple Schedule to the Act) shall of three the number nearest to one- n o t a p p l y t o t h e third shall retire from office Company.
2 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 iv. The Article No. 147 of the AOA relating to Notes: retirement of directors shall be amended by 1) A member entitled to attend and vote at deleting 'Till such time that Mr. N.R. Panicker the meeting is entitled to appoint one or and Accel Limited jointly holds 10% in the more proxies for to attend and vote Company, Mr. N.R. Panicker shall not be liable instead of himself and a proxy need not be to retirement by rotation of Directors. On and a member. Proxy form should be duly from the Effective Date the aforesaid right stamped, completed, signed and must be vested in Mr. N.R. Panicker shall cease to have deposited at the registered office of the effect.'. The Article shall be altered by company not less than 48 hours before substituting the following new Article: the commencement of the meeting. 147 Retirement Not less than two-thirds of the total 2) A person can act as a proxy on behalf of of Directors number of Directors shall (a) be members not exceeding fifty in number and persons whose period of office is holding in the aggregate not more than ten liable to terminate by retirement of percent of the total share capital of the Directors by rotation and (b) save as Company carrying voting rights. A member otherwise expressly provided in holding more than ten percent of the total these Articles be appointed by the share capital of the Company carrying voting Company in General Meeting. rights may appoint a single person as a proxy Subject to the provision of Section and such person shall not act as proxy for any 152(6)(a) of the Act at every Annual other person or shareholder. General Meeting of the Company 3) The Statement pursuant to Section 102(1) of one-third of such of the Directors for the Companies Act, 2013 (“the Act”) with the time being as are liable to retire by rotation, or if their number is not respect to the special business set out in the three or a multiple of three the notice is annexed. number nearest to one-third shall 4) Brief details of the director, who is seeking retire from office. appointment/ re-appointment, is annexed hereto as per the regulation 36(3) of the SEBI v. After Article No. 150 the following new Article ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e 151 shall be inserted and subsequent articles Requirements) Regulations, 2015 ('Listing be re-numbered accordingly Regulations').
151 5) The Securities and Exchange Board of India Same individual may The same individual may (SEBI) has mandated the submission of at the same time be be Chairman and Permanent Account Number (PAN) by every a p p o i n t e d a s t h e Managing Director/ participant in securities market. Members Chairman as well as the Chief Executive Managing Director or holding shares in electronic form are, Officer Chief Executive Officer of therefore, requested to submit the PAN to their the Company. DPs with whom they are maintaining their Demat accounts and members holding shares in physical form to the Company / Registrar & RESOLVED FURTHER THAT the Board be and is Transfer Agents. hereby severally authorized to take all actions and 6) The Notice of 32nd AGM, details and do all such acts, deeds, matters and things as it instructions for e-voting and the Annual Report may, in its absolute discretion, deem necessary, of the Company for the year ended 31 March proper, desirable or expedient to give effect to the 2018 is uploaded on the Company's aforesaid resolution.” website/www.accel-india.com and may be By Order of the Board of Directors accessed by the members. The physical copies of the aforesaid documents will also be For Accel Limited available at the Company's registered office for Sd/- inspection during normal business hours on Priyam Agrawal working days. Company Secretary 7) Copies of the above documents are being sent Place: Chennai by electronic mode to the members whose email addresses are registered with the Date: 14.08.2018 Company / Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same.
3 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
For members who have not registered their resolution is proposed for ratification of email addresses, physical copies of the appointment of Auditors. aforesaid documents are being sent by the 17) A person, whose name is recorded in the permitted mode. register of members or in the register of 8) Members, who have not registered their e-mail beneficial owners maintained by the addresses so far, are requested to register their depositories as on the cut-o date i.e. 21-09- e-mail address with the Company / Depository Participant(s) for receiving all communication 2018 only shall be entitled to avail the remote including Annual Report, Notices, Circulars, e-voting facility as well as voting in the AGM. etc. from the Company electronically. 18) Any person who becomes a member of the 9) Members are informed that in case of joint Company after dispatch of the Notice of the holders attending the AGM, only such joint Meeting and holding shares as on the cut-o holder who is higher in the order of names will date i.e. 21-09-2018 (“Incremental Members”) be entitled to vote. may obtain the User ID and password by either 10) Members who are holding shares in identical s e n d i n g a n e - m a i l r e q u e s t t o order of names in more than one folio are [email protected] or calling on Toll free No. requested to write to the Company or the RTA 1800-222-990. for consolidating their holdings into one folio. 19) The members are requested to intimate to the 11) All documents referred to in the accompanying Company, queries, if any, at least 10 days Notice and the Explanatory Statement shall be before the date of the meeting to enable the open for inspection at the Registered Office of management to keep the required information the Company during normal business hours available at the meeting. (10:00 a.m. to 06:00 p.m.) on all working days except second and fourth Saturdays, up to the 20) Pursuant to the SEBI (Listing Obligations date of the AGM of the Company. and Disclosure Requirements) (Fourth 12) The Register of Contracts and Arrangements in Amendment) Regulations, 2018, which which the Directors are interested, maintained was published in the Official Gazette on 08 under Section 189 and Register of Directors J u n e 2 0 1 8 , v i d e N o t i fi c a t i o n N o . and Key Managerial Personnel of the Company S E B I / L A D - N R O / G N /2018/24, the and their shareholding maintained under securities of listed companies can be Section 170 of the Companies Act, 2013 will be transferred only in dematerialised form. available for inspection by the members at the The said regulation shall come into force AGM. on the one hundred and eightieth day 13) Pursuant to Section 72 of the Companies Act, from the date of its publication in the 2013, members holding shares in physical form Official Gazette. In view of the above, may file nomination in the prescribed Form SH- members are advised to dematerialise the 13 and for cancellation / variation in share(s) held by them in physical form. nomination in the prescribed Form SH-14 with Instructions for e-voting: the Company's Registrar & Transfer Agents. In respect of shares held in Electronic / Demat a) In compliance with provisions of Section 108 of form, the nomination form may be filed with the Companies Act, 2013, Rule 20 of the the respective Depository Participant. Companies (Management and Administration) Rules, 2014 as amended by the Companies 14) Corporate members intending to send their ( 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 ) authorized representatives to attend the AGM Amendment Rules, 2015 and Regulation 44 of are requested to send a duly certified copy of the listing Regulations and Secretarial the board resolution authorizing their Standards of General Meetings (SS-2) issued representatives to attend and vote on their by the Institute of Company Secretaries of behalf at the AGM. India, the Company is pleased to provide 15) The members are requested to bring duly filled members facility to exercise their right to vote attendance slip along with their copy of Annual on resolutions proposed to be considered at the Report at the AGM. Annual General Meeting (AGM) by electronic 16) The requirement relating to ratification of the means and the business may be transacted appointment of Auditors by members at every through e-Voting Services. The facility of Annual General Meeting is done away with vide casting the votes by the members using an notification dated 07 May 2018 issued by the electronic voting system from a place other Ministry of Corporate Affairs. Accordingly, no than venue of the AGM (“remote e-voting”) will
4 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
be provided by National Securities Depository h). Now you are ready for remote e-voting as Cast Limited (NSDL). Vote page opens. b) The facility for voting through ballot paper shall i). Cast your vote by selecting appropriate option be made available at the AGM and the and click on “Submit” and also “Confirm” when members attending the meeting who have not prompted. cast their vote by remote e-voting shall be able j). Upon confirmation, the message “Vote cast to exercise their right at the meeting through successfully” will be displayed. ballot paper. NOTE: The Facility for Voting shall be decided by the company i.e. “remote e- k). Once you have voted on the resolution, you will voting” or “Ballot Paper” or “Poling Paper” not be allowed to modify your vote. c) The members who have cast their vote by l). Institutional shareholders (i.e. other than remote e-voting prior to the AGM may also individuals, HUF, NRI etc.) are required to send attend the AGM but shall not be entitled to cast scanned copy (PDF/JPG Format) of the their vote again in the General Meeting. relevant Board Resolution/ Authority letter etc. d) The e-voting period commences on 25-09- together with attested specimen signature of 2018 (9.00A.M IST) and ends on 27-09-2018 the duly authorized signatory(ies) who are (5.00P.M IST). During this period, members of authorized to vote, to the Scrutinizer through the Company, holding shares either in physical e-mail to [email protected] with a copy form or in dematerialized form, as on 21-09- marked to [email protected]. 2018 may cast their vote electronically. The e- m) In case of any queries, you may refer the voting module shall be disabled by NSDL for Frequently Asked Questions (FAQs) for voting thereafter. Once the vote on a resolution Members and remote e-voting user manual for is cast by the member, he shall not be allowed Members available at the downloads section of to change it subsequently or cast vote against. www.evoting.nsdl.com or call on toll free no.: e) The process and manner for remote e-voting 1800-222-990. are as under: B) In case a Member receives physical copy A). In case a Member receives an email from of the Notice of AGM [for members whose NSDL [for members whose email IDs are email IDs are not registered with the registered with the Company/Depository Company / Depository Participants(s) or Participants(s)]: requesting physical copy] a). Open email and open PDF file viz; “remote e- a). Initial password is provided as below/at the voting.pdf” with your Client ID or Folio No. as bottom of the Attendance Slip for the AGM: password. The said PDF file contains your user EVEN (Remote e-voting Event Number)USER ID and password/PIN for remote e-voting. ID PASSWORD/PIN Please note that the password is an initial b). Please follow all steps from Sl. No. (b) to Sl. No. password. (m) above, to cast vote. b). Launch internet browser by typing the f) If you are already registered with NSDL for f o l l o w i n g U R L : remote e-voting then you can use your existing https://www.evoting.nsdl.com/ user ID and password/PIN for casting your c). Click on Shareholder - Login vote. If you have forgotten your password, you d). Put user I D and password as initial can reset your password by using “Forgot User password/PIN noted in step (i) above. Click Details/Password” option available on Login. www.evoting.nsdl.com or contact NSDL at the e). Password change menu appears. Change the following toll free no.: 1800-222-990. password/PIN with new password of your g) The voting rights of members shall be in choice with minimum 8 digits/characters or proportion to their shares in the paid-up equity combination thereof. Note new password. It is share capital of the Company as on 21-09- strongly recommended not to share your 2018. A person, whose name is recorded in the password with any other person and take register of members or in the register of utmost care to keep your password beneficial owners maintained by the confidential. depositories as on the cut-o date only shall be f). Home page of remote e-voting opens. Click on entitled to avail the facility of remote- voting as remote e-voting: Active Voting Cycles. well as voting at the meeting through ballot g). Select “EVEN” of “Accel Limited”. paper.
5 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
General Instructions: As per the provisions of Sections 13 of the a) Mr. Soy Joseph, Practising Company Companies Act, 2014, approval of the shareholders Secretary (Membership No: 13852) has been is required to be accorded for changing the name of appointed as the Scrutinizer to scrutinize the the Company & other alterations in the Articles of voting and remote e-voting process Association. (including Ballot Forms received from the The Board recommends these resolutions for the members who do not have access to the e- approval of the members as Special Resolutions. voting process) in a fair and transparent None of the Directors, Key Managerial Personnel or manner. their relatives is in any way concerned or b) The Scrutinizer shall after the conclusion of interested, financially or otherwise in this voting at the general meeting, will first count resolution. the votes cast at the meeting and thereafter unblock the votes cast through remote e- By Order of the Board of Directors voting in the presence of at least two For Accel Limited witnesses not in the employment of the Sd/- Company and shall make, not later than three days of the conclusion of the AGM, a Priyam Agrawal consolidated scrutinizer's report of the total Company Secretary votes cast in favour or against, if any, to the Chairman or a person authorized by him in Place: Chennai writing, who shall countersign the same and Date: 14.08.2018 declare the result of the voting forthwith. c) The Results declared along with the report of the Scrutinizer shall be placed on the Company's website and on the website of the Company www.acceltransmatic.com/ www.accel-india.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd, Mumbai. For Accel Limited Sd/- Priyam Agrawal Company Secretary Place: Chennai Date: 14.08.2018 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO 1 The members of the Company may be informed that, pursuant to the Scheme of Amalgamation and arrangement, the transferor company “Accel Limited” was dissolved without winding up. However, the articles of the transferee company “Accel Transmatic Limited” now known as Accel Limited (after change of name of the Company), has various references of the transferor company. The Board proposes to alter the articles accordingly. Also, due to capital reduction the face value of equity share has reduced from Rs.10 per share to Rs.2 per share, hence, the definition of 'equity shares' should also be amended.
6 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Annexure A DETAILS OF DIRECTOR/(S) SEEKING APPOINTMENT/RE-APPOINTMENT AND PAYMENT OF REMUNERATION, IF ANY, AT THE ANNUAL GENERAL MEETING
PARTICULARS
NAME Mr. N.R. Panicker Date of Birth 12.08.1954 Date of Appointment 25.02.2004 (w.e.f. 1.4.2016 designated as Managing Director)
Qualification Bachelor of Engineering
Expertise IT professional with 40 years of experience in operating and managing IT businesses. Expertise includes operations, finance, management, mergers and acquisitions.
Directorship of other companies (excluding Foreign Accel Media Ventures Limited Companies/Section 8 Companies Cetronics Technologies Private Limited
Chairmanship / Membership of the other companies Nil in which he is a Director
No. of shares held in the Company 27,770,810 equity shares of Rs.2/- each
7 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Directors’ Report wherein all the parties have withdrawn their Your directors are delighted to present their report disputes and the litigation and as a part of the on Company's Business Operations along with the settlement, the company had transferred its Audited Financial Statements for the year 31 March holding in Accel Frontline Limited to a Trust without 2018. any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts include loss 1. FINANCIAL HIGHLIGHTS INR in Millions on transfer of the shares amounting to Rs.73.83 mn Particulars 2018 2017 which has been shown under Exceptional Item. Detailed information on the operations of the Income from Operations 213.39 50.92 Company and details on the state of affairs of the Company are covered in the Management Profit /(Loss) before interest, Discussion and Analysis Report. depreciation and tax 179.42 1.56 3). Dividend Distribution Interest 7.25 6.32 During the year under review, the Company declared and paid to the shareholders, an Depreciation & Amortisation 10.52 14.78 interim dividend of Rs.0.40 per equity share (i.e. 20% of face value Rs.2 per share) in the month Exceptional item 73.83 - of June, 2018 and this is being proposed as final dividend also. Profit/(Loss) before tax 87.82 (19.54) 4). Transfer To Reserves Provision for Taxation - - No amount was transferred to reserves during the FY 2017-18 as this is no longer mandatory. Profit/(Loss) after tax 87.82 (19.54) 5).Amalgamation of Holding company Accel Limited with company 2. REVIEW OF OPERATIONS On 5 March 2018, the Company received the During the year under review, your company order from National Company Law Tribunal, recorded total income of Rs. 213.39 mn (Previous Chennai Bench, approving the Scheme of Year Rs.50.92 mn) comprising of Income from Amalgamation and Arrangement between Accel Animation services Rs.1.23 mn (Previous Year Transmatic Limited “Transferee Company” and Rs.4.23 mn) Engineering Services Rs.6.80 mn Accel Limited “Transferor Company”. (Previous Year Rs.5.13 mn) other services Rs.0.04 Pursuant to the approved Scheme mn (Previous Year Rs.2.57 mn) and other income Rs.205.32 mn (Previous Year Rs.38.99 mn). The The face value of the equity share of the Company reported a net profit of Rs.87.82 mn. transferee company has been reduced from Rs.10 per share to Rs. 2 per share and members The Company continued to carry on the business of of the Transferee Company other than Accel electronic manufacturing services and animation Limited have been issued 54,07,401 (Fifty Four content development during the year under review. Lakhs Seven Thousand Four Hundred and One) As the Company's amalgamation proposal of parent shares of Rs.2/- each. company merging with the company got sanctioned 16 (Sixteen) equity shares at par of the only in March 2018, the company could not pursue Transferee Company having face value of Rs.2/- any major initiatives for lack of working capital per share fully paid up for every 1 (One) Equity finances. However you will be pleased to know that shares of the face value of Rs.10/- per share fully the company has been successful in monetizing one paid up held by such member of the Transferor of our real estate assets towards the end of March Company and the total number of shares so 2018, which is part of the revenue reported in the issued shall be 5,16,00,000 (Five Crore Sixteen accounts. Lakhs) shares of Rs.2/- each. By way of a Settlement Agreement and Release The 56,30,000 equity shares held by transferor dated 15 March 2017, signed by and between the company in transferee company (cross holding) company, Accel Limited and other Promoters M/s. has been cancelled. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at The name of the transferee company has changed from “Accel Transmatic Limited” to “Accel Limited”.
8 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
The Company has received the listing and AUDIT COMMITTEE trading approval from the Bombay Stock Your company has an Audit Committee of the Exchange for new securities issued pursuant to Board of Directors in place. The terms of t h e S c h e m e o f A m a l g a m a t i o n a n d reference of the Audit committee are in line Arrangement. with Section 177 of the Act read with the 6. Material changes and commitments Companies (Meetings of the Board and its affecting the financial position between Powers) Rules 2014 and the Listing Regulations the end of financial year and date of report as amended. There were no frauds reported by after the balance sheet date Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2017-18. No material changes and commitments affecting the financial position of the Company NOMINATION AND REMUNERATION occurred between the end of the financial year POLICY to which this financial statements relates and Your company has in place a Nomination and the date of this report. Remuneration Policy to ensure that the Board and Top Management is appropriately 7. Reporting under the Sexual Harassment of constituted to meet its fiduciary obligations to Woman at workplace (Prevention, stakeholders, to identify and determine the Prohibition and Redressal) Act, 2013. integrity, qualification expertise and The company has in place an Anti-Sexual experience of persons who are qualified to Harassment policy in line with the requirements become Directors or who may be appointed in of The Sexual Harassment of Women at the senior management and/or as Key Managerial workplace (Prevention, Prohibition & Redressal) Personnel of the Company. This policy lays Act, 2013. Internal Complaints committee down the guidelines relating to appointment (ICC) has been set up to redress complaints and remuneration for Executive Directors, received regarding sexual harassment. All Non-Executive Directors/ Independent e m p l o y e e s ( p e r m a n e n t , c o n t ra c t u a l , Directors, Key Managerial Personnel and temporary, trainees) are covered under this Senior Management which are in line with the policy. No case was reported relating to Sexual provisions of the Companies Act, 2013 and harassment complaints during FY 2017-18. rules prescribed therein, as amended from 8. Meetings Of The Board And Its Committees time to time and as per the Listing Agreement with Stock Exchange(s), as amended from time The board of directors, in compliance with to time and/or such other statutory Section 173 of the Companies Act, 2013('the notification, amendment or modification, as Act'), read along with Secretarial Standard on may be applicable. Meetings of the Board of Directors (SS-1) and 9. Auditors and Audit Report the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Statutory Auditors Secretaries of India, meets at regular intervals The Statutory Auditors of the Company, M/s. to discuss on Company/business policy, V i j a y k u m a r & E a s w a r a n , C h a r t e r e d strategy and financial results apart from other Accountants (Firm Registration Number – Board Business. The board has met six times 004703S) were appointed at the 31st Annual during the financial year. The maximum interval General Meeting of the Company to hold office between any 2 board meetings did not exceed for a term of 5 (five) consecutive years until the 120 days. conclusion of the 36th Annual General Meeting of the Company. The Company's board has the following committees: Secretarial Audit Pursuant to the provisions of Section 204 of the Audit Committee Act read with the Companies (Appointment and Nomination and Remuneration committee Remuneration of Managerial Personnel) Rules, Stakeholder relationship committee 2014, as amended, your Directors appointed M/s. R. Kannan, Company Secretaries to The details of Composition, number of undertake the Secretarial Audit of your meetings, quorum at the meetings of the board Company for FY 2017-18. The Report of the and its committees listed above, during the FY Secretarial Auditor for FY 2017-18 is annexed 2017-18 and its terms of reference are briefly as 'Annexure A' to this Report. provided in Corporate Governance Report.
9 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
There were no qualifications, reservations, 13. Details in respect of frauds reported by observations or adverse remarks made by the auditors under section 143(12) Auditors in their report. During the year under review, there were no For FY 2018-19 it is proposed to appoint J.M. & frauds reported by the auditors to the Audit Associate, Company Secretaries as Secretarial Committee or the Board under section 143(12) Auditors. of the Companies Act, 2013. 10. Directors' Responsibility Statement 14. Particulars of loans, guarantees or investments As required under clause (c) of sub-section (3) Information regarding loans, guarantees and of section 134 of the Companies Act, 2013, investments covered under the provisions of directors, to the best of their knowledge and section 186 of the Companies Act, 2013 are belief, state that- detailed in the Financial Statements. i. in the preparation of the annual financial 15. Related Party Transactions statements for the year ended 31 March 2018, During the FY 2017-18, Related Party the applicable accounting standards have been Transactions as defined under Section 188 of followed along with proper explanation the Act read with Companies (Meeting of Board relating to material departures, if any; and its Powers) Rules, 2014, and the Listing ii. such accounting policies have been selected Regulations, as amended, were at arm's length and applied consistently and made such and in ordinary course of business. judgments and estimates that are reasonable O m n i b u s a p p r o va l f o r r e l a t e d p a r t y and prudent so as to give a true and fair view of transactions (at arm's length and in ordinary the state of affairs of the Company as at the course of business) which were foreseen and end of the financial year 31 March 2018 and of repetitive in nature was obtained from the the profit of the Company for that period; Audit Committee from time to time. During the period under review, your Company did not iii. proper and sufficient care have been taken for enter into any Related Party Transaction which the maintenance of adequate accounting may be considered material in terms of Section records in accordance with the provisions of 188 of the Act read with Companies (Meeting of the Companies Act, 2013 for safeguarding the Board and its Powers) Rules, 2014, as assets of the Company and for preventing and amended, and thus disclosure in Form AOC-2 is detecting fraud and other irregularities; not applicable to the Company. iv. annual financial statements have been 16. Management Discussion and Analysis prepared on a going concern basis; The Management Discussion and Analysis and v. internal financial controls have been laid down various initiatives and future prospects of the and followed by the Company and that such Company is presented in a separate section, internal financial controls are adequate and which forms part of this Annual Report. are operating effectively; and 17. Auditors' certificate on corporate vi. proper systems have been devised to ensure governance compliance with the provisions of all applicable The Company has obtained the certificate from laws and that such systems were adequate its statutory auditors regarding compliance and operating effectively. with the provisions relating to corporate governance laid down in Part E of Schedule V to 11. Fixed Deposit From Public the SEBI Listing Regulations, 2015. This The Company has not accepted any deposits certificate is enclosed separately to this report. from the public and as such no amount on 18. Conservation Of Energy, Technology account of principal or interest on deposit from Absorption And Foreign Exchange public was outstanding as on the date of the Earnings And Outgo balance sheet. The particulars as prescribed under Rule 8(3) of 12. Extract Of Annual Return the Companies (Accounts) Rules, 2014, are set out in an 'Annexure C' to this Report. The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies 19. Risk Management Policy Act, 2013, in the prescribed form MGT-9 is Information on the development and annexed as 'Annexure B' to this Report. implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.
10 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
20. Details of directors business and the size and complexity of its During the year under review all independent operations. directors have submitted the declaration of This ensures orderly and efficient conduct of independence, as required pursuant to section its business, including adherence to the 149(7) of the Companies Act, 2013 stating Company's policies, safeguarding of its assets, that they meet the criteria of independence as p r e ve n t i o n o f e r r o r s , a c c u ra c y a n d provided in section 149 (6) of the said Act and completeness of the accounting records and Regulation 16(1)(b) of S E B I, Listing the timely preparation of reliable financial Regulations, 2015. information. Pursuant to the provisions of Section The internal financial controls with reference 152(6)(c) of the Companies Act, 2013, Mr. to the financial statements were adequate and N.R. Panicker, Managing Director (DIN: operating effectively. 00236198) is liable to retire by rotation at the ensuing Annual General Meeting and offers 26. Documents placed in the company's himself for reappointment. The necessary website (www.acceltransmatic.com/ resolution is being placed before the www.accel-india.com) shareholders for approval. Financial results for every fiscal year 21. Promoters shareholding Shareholding Pattern The Promoter shareholding is presented in the Notes and Communication during each separate section in MGT-9 which forms part of financial year. this Annual Report. Details on Corporate Governance initiatives. 22. Significant And Material Orders Passed By The Regulators Or Courts 26. Acknowledgements There were no significant and material orders The Board of Directors take this opportunity to passed against your Company by the thank all its shareholders, valued customers, regulators or courts or tribunals during the FY banks, Government and statutory authorities, 2017-18 impacting the going concern status investors and stock exchanges for their and your Company's operations in future. continued support to the Company. Your Directors wish to place on record their deep 23. Particulars Of Employees sense of appreciation for the committed The information required under section 197 of services by employees. Your Directors the Act and rules made there-under, in respect a c k n o w l e d g e w i t h g r a t i t u d e t h e of employees of the company, is not required encouragement and support extended by the to be provided since there are no employees valued shareholders and the Promoters of the covered under the provision. Company. 24. Indian Accounting Standards, 2015 The annexed financial statements comply in all For and on behalf of the Board of Directors material aspects with Indian Accounting Standards (Ind AS) notified under section 133 N.R.Panicker of the Companies Act, 2013 (the Act), Managing Director Companies (Indian Accounting Standards) DIN 00236198 Rules, 2015, as amended from time to time and other relevant provisions of the Act. 25. Details of internal financial controls with Place: Chennai reference to the financial statements Date: 14.08.2018 The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its
11 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
ANNEXURE A Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, ACCEL LIMITED(formerly Accel Transmatic Limited) 3rd Floor, SFI Complex, No.178, Valluarkottam High road, Numgambakkam, Chennai-600034. I have conducted secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by M/s Accel Limited (hereinafter called 'the company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my 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, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 (Audit Period) 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. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; - Not Applicable. (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder. (iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - Not applicable during the Audit Period. (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - Not applicable during the Audit Period. (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable during the Audit Period. (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2013 - Not applicable during the Audit Period. (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not applicable during the Audit Period. (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client. (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable during the Audit Period. (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable during the Audit Period. We have also examined compliance with the applicable clauses of the following: (Isecretarial Standards issued by The Institute of Company Secretaries of India (Notified with effect from 1st July, 2015). (ii) The Listing Agreements entered into by the Company with the Stock Exchanges, where the equity shares of the Company are listed and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
12 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
I report that there were no actions / events in pursuance of (a) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. No specific violations in respect of Tax laws came to the notice of the undersigned from the review of the said check list. However I report that I have not carried out the audit with reference with the applicable financial laws, such as the Direct and Indirect Tax Laws, as same falls under the review of statutory audit and other designed professionals. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. 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. I further report that during the audit period, there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. having a major bearing on the company's affairs. Based on a review of the reports by operation departments of the company to Top Management/Board of Directors of the Company, I report that the company has substantially complied with the provision of those Acts that are applicable to it such as payment of wages Act 1936, Minimum Wages act 1948, Employees Provident Fund Act 1952, Employees state Insurance act 1948. This Report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.
‘Annexure I' To, The Members ACCEL LIMITED (formerly Accel Transmatic Limited) Chennai Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Sd/- Aiswarya N Associate of R Kannan Practicing Company Secretary ACS No:A51960 PCS No20319 Date : 14.08.2018 Place : Chennai
13 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Annexure-B FORM MGT-9 Extract of Annual Return as on the financial year ended on 31 March, 2018 [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 May 1986 iii) Name of the Company Accel Limited (Formerly known as Accel Transmatic Limited) iv) Category / Sub Category of the Company Animation Services Engineering Services Real Estate Development v) Address of the Registered Office and 3rd Floor, SFI Complex, 178 Valluvarkottam Contact details High Road, Nungambakkam, Chennai 600034 Tel: 044 28222264 Email:[email protected] Website:www.acceltransmatic.com/ www.accel-india.com vi) Whether Listed Company Yes / No Yes – BSE vii) Name and address of Registrar and M/s. Integrated Registry Management Services Transfer Agents if any. Pvt. Ltd 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. Name and description of NIC Code of the product / % total turnover of the No. main products / service service Company 1. Engineering Services 26109 35.45
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Sl. Name and address CIN/GLN Holding / % of shares Applicable No. Of company Subsidiary / Held Section Associate
1. Accel Media Ventures Ltd U74999TN1987PLC014976 Subsidiary 76.76 2(87) 2. Accel Systems Group Inc. N.A Subsidiary 100 2(87) 3. Cetronics Technologies U72900KL2016PTC040122 Subsidiary 58.82 2(87) Private Ltd
14 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) i. Category-wise shareholding: Category of No. of Shares held at the No. of Shares held at the % Shareholders beginning of the year end of the year Change during Demat Physical Total % of Demat Physical Total % of the year Total Total Shares Shares
A. Promoter 1) Indian a) Individual/ HUF 1,121,661 - 1,121,661 10.16 1,121,661 - 1,121,661 10.16 - b) Central Govt ------c) State Govt(s) ------d) Bodies Corp 5,630,000 - 5,630,000 51.01 5,630,000 - 5,630,000 51.01 e) Banks / FI ------f) Any Other ------Sub-total(A)(1):- 6,751,661 - 6,751,661 61.17 6,751,661 - 6,751,661 61.17 - 2) Foreign g) NRIs-Individuals ------h) Other-Individuals ------i) Bodies Corp. ------j) Banks / FI ------k) Any Other…. ------Sub-total (A)(2):------B. Public Shareholding 1. Institutions a) Mutual Funds - 2,144 2,144 0.01 - 2,144 2,144 0.01 - b) Banks / FI 400 120 520 0.01 400 120 520 0.01 - c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies ------g) FIIs ------h) Foreign Venture Capital Funds ------i) Others (specify) ------Sub-total (B)(1) 400 2,264 2,664 0.02 400 2,264 2,664 0.02 - 2. Non Institutions a) Bodies Corp. (i) Indian 198,516 4,480 202,996 1.83 196,456 4,480 2,00,936 1.82 (0.01) (ii) Overseas 560 - 560 0.005 560 560 0.005 - b) Individuals (I)Individual 1,752,931 281,763 2,034,694 18.43 1,746,495 281,323 2,027,818 18.37 (0.06) shareholders holding nominal share capital upto Rs. 2 lakh (ii) Individual shareholders holding 1,830,771 40,500 1,871,271 16.95 1,842,560 40,500 1,883,060 17.06 0.11 nominal share capital in excess of Rs 2 lakh a) Others(Specify) 173,555 - 173,555 1.57 170,702 - 170,702 1.54 (0.03) Sub-total (B)(2) 3,956,333 326,743 4,283,076 38.81 3,956,773 326,303 4,283,076 38.81 - Total Public Shareholding (B)=(B)(1)+ (B)(2) 3,956,733 329,007 4,285,740 38.82 3,957,173 328,567 4,285,740 38.82 - C. Shares held by Custodian for GDRs & ADRs ------Grand Total (A+B+C) 10,708,394 329,007 11,037,401 100.00 10,708,834 328,567 11,037,401 100.00 -
15 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
ii. Shareholding of Promoters: S. Shareholder’s Shareholding at the Shareholding at the No. Name beginning of the year end of the year % Change No. of % of % of No. of % of % of during Shares total Shares Shares total Shares the year Shares Pledged / Shares Pledged / of the encumbe of the encumbe company red to company red to total total shares shares 1. Accel Limited 5,630,000 51.01 13.32 5,630,000 51.01 13.32 - 2. N.R. Panicker 914,810 8.29 - 914,810 8.29 - - 3. Sreekumari Panicker 100,000 0.91 - 100,000 0.91 - - 4. Shruthi Panicker 106,851 0.97 - 106,851 0.97 - - TOTAL 6,751,661 61.17 - 6,751,661 61.17 - - iii. Change in Promoters’ Shareholding (please specify, if there is no change) S. Name Shareholding at the beginning Cumulative shareholding No. of the year (01.04.2017) during the year (31.03.2018)
No. of Shares % total No. of Shares % total shares of shares of the company the company
I Accel Limited - - - - II N. R. Panicker - - - - III Sreekumari Panicker - - - - IV Shruthi Panicker - - - - a. At the beginning of the year - - - - b. Date wise Increase / (Decrease) in promoters shareholding during the year specifying the reasons for Increase / (Decrease) (e.g. Allotment / Transfer / Bonus / Sweat equity etc). - - - - c. At the end of the year - - - -
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) S. Name of the Shareholding Cumulative Shareholding No. Shareholder during the year
No. of % of the No. of % of the Shares Total shares Shares Total shares Of the Of the company company
01 GOPINATHAN NAIR N At the Beginning of the Year 150,675 1.37 150,675 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) 150,675 1.37 150,675 1.37
16 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
S. Name of the Shareholding Cumulative Shareholding No. Shareholder during the year
No. of % of the No. of % of the Shares Total shares Shares Total shares Of the Of the company company 02 KERALA VENTURE CAPITAL TRUSTEE PVT LTD. AC/ KERALA VENTURE CAPITAL FUND At the Beginning of the Year 137,080 1.24 1370,80 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) 137,080 1.24 137,080 1.24 03 PHILIP JOHN At the Beginning of the Year 120,000 1.09 120,000 1.09 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) 120,000 1.09 120,000 1.09 04 RAVINDRAN T At the Beginning of the Year 99,815 0.90 99,815 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) 99,815 0.90 99,815 0.90 06 PRABHU S T At the Beginning of the Year 24,000 0.22 24,000 0.22 Purchase during the Year 75,000 0.68 99,000 0.90 At the end of the year (or on the date of separation, if separated during the year) 99,000 0.90 99,000 0.90 07 SIHL FINCAP LTD At the Beginning of the Year 83,607 0.76 83,607 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) 83,607 0.76 83,607 0.76 08 JOB VARGESE At the Beginning of the Year 77,356 0.70 77,356 0.70 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) 77,356 0.70 77,356 0.70 09 SNEHA RAJAN At the Beginning of the Year 57,948 0.53 57,948 0.53 Purchase during the Year 19,056 0.17 77,004 0.53 At the end of the year (or on the date of separation, if separated during the year) 77,004 0.53 77,004 0.53 10 SHANTHI CHANDRASEKARAN At the Beginning of the Year 31,500 0.29 31,500 0.29 Purchase during the Year 43,500 0.41 75,000 0.68 At the end of the year (or on the date of separation, if separated during the year) 75,000 0.68 75,000 0.68 It is not feasible to track movement of shares on daily basis. The changes are because of market transactions. The above details are given as on 31 March 2018. The Company is listed and 97% shareholding is in dematerialized form. Hence, it is not feasible to track movement of shares on daily basis. Further, Company has not allotted/transferred or issued any bonus or sweat equity shares during the year.
17 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
v. Shareholding of Directors and Key Managerial personnel Name As on 31.03.2018
No. of Shares % to total shareholding
N. R. Panicker 91,4810 8.29 Dr C.N. Ramchand 34,687 0.03 Shruthi Panicker 106,851 0.97
No other Director/Key Managerial Personnel holds any equity shares in the Company. V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment- NIL VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager: 01
Name of Managing Director Mr. N.R. Panicker
S.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 36 1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 5.8 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) 41.80 Ceiling as per the Act -
B. Remuneration to Other Directors
Name of Managing Director Mr. N.R. Panicker
S.No Particulars of Remuneration Name of Directors Total Amount (Rs In Lacs) Independent Directors C.N. Ramchand M. Ayyappan 1 Fee for attending board / committee meetings 1.90 1.90 3.80 2 Commission - - - 3 Others, Please specify - - - Total 1.90 1.90 3.80 Total Managerial Remuneration Overall Ceiling as per the Act 6% of the Net Profit
18 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
S. Particulars of Remuneration Company Secretary Company Secretary Rs. In Lacs No Mr. A. Ramanathan Mr. U. Bharat Kurup (per Annum) (upto- ) (w.e.f.- )
1 Gross Salary 1(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 9.66 4.33 14.01 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) 9.66 4.33 14.01 Ceiling as per the Act NA NA NA
VII. PENALITIES / PUNICHSMENT / COMPOUNDING OF OFFENCES: There were no penalties / punishment / Compounding of offences for the year ending 31 March 2018.
ANNEXURE C:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company's operations involve very low energy consumption and therefore the scope of energy conservation is limited. The company has taken steps to conserve electricity consumption in offices.
The company is in high technology business and is constantly upgrading technology to meet the current challenges at all levels. Almost all employees in the company use personal computers, in a networked environment .The company uses internet based technology for its communication needs.
The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts.
19 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
ANNEXURE - D Additional Note to MGT 9 In view of the order passed by the National Company Law Tribunal dated 5th March 2018, approving the Scheme of Capital Reduction and Amalgamation between the M/s. Accel Transmatic Limited (“Transferee Company” or “the Company”) and M/s. Accel Limited (“Transferor Company”) with effect from the appointed dated i.e. 01st April 2014, your company would like to provide additional information in this regard. Upon the Scheme becoming effective from the Appointed Date, the existing issued, subscribed and paid up share capital of the Company was reorganized to facilitate the restructuring of its financial position. The Share Allotment Committee of the Company in its meeting dated 21st April, 2018 has given effect to the capital restructuring. In this regard the share capital of the Company has changed in the following manner: i. The face value of issued, subscribed and fully paid-up equity share capital of the Company has been reduced from Rs.10/- per share to Rs.2/- per share. Hence, every equity shareholder holding one equity share of Rs.10/- each of the Company as on the record date has been issued 1 (one) equity share of Rs.2/-each. ii. The cross holding of 56,30,000 equity shares by the Transferor Company in the Company has been cancelled. iii. The shareholders of Transferor Company have been issued 16 (sixteen) equity shares of Rs.2/- each in the Company for every 1 (one) equity share of Rs.10/- each held by them in Transferor Company as on the record date.
Share Holders of Description of the Number of shares of shares issued Rs.2/- each Accel Limited Equity 51,600,000 Accel Transmatic Limited Equity 5,407,401 Total 57,007,401
The accounts of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Based on the provisions of Ind AS the previous year's figure have been regrouped, recasted and rearranged wherever necessary from the appointed date of the Scheme i.e. 01st April, 2014. Hence the amounts of the previous year represent the figures of the merged entity as at 31st March, 2017 and are not comparable with previous year Annual report. However, the same has not been captured in MGT-9 (Annexure A to the Board’s Report) as the allotment was done after 31st March, 2018 (i.e. on 21st April, 2018). Hence, for your reference we have provided the shareholding pattern post implementation of the Scheme of Capital Reduction and Amalgamation.
20 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)
Category of No. of Shares held at the No. of Shares held at the % Shareholders beginning of the year end of the year Change during Demat Physical Total % of Demat Physical Total % of the year Total Total Shares Shares
A. Promoter 1) Indian a) Individual/ HUF 40,777,661 - 40,777,661 71.53 40,777,661 - 40,777,661 71.53 - b) Central Govt ------c) State Govt(s) ------d) Bodies Corp ------e) Banks / FI ------f) Any Other ------Sub-total(A)(1):- 40,777,661 - 40,777,661 71.53 40,777,661 - 40,777,661 71.53 - a) NRIs-Individuals ------b) Other-Individuals ------c) Bodies Corp. ------d) Banks / FI ------e) Any Other…. ------Sub-total (A)(2):------B. Public Shareholding 1. Institutions a) Mutual Funds - 2,144 2,144 0.004 - 2,144 2,144 0.004 - b) Banks / FI 400 120 520 0 400 120 520 0 - c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies ------a) FIIs ------b) Foreign Venture Capital Funds ------c) Others (specify) ------Sub-total (B)(1) 400 2,264 2,664 0.004 400 2,264 2,664 0.004 - 2. Non Institutions a) Bodies Corp. (i) Indian 192,261 4,480 196,741 0.34 192,261 4,480 196,741 0.34 (ii) Overseas 560 560 0 560 - 560 0 - b) Individuals (i) individual 1,703,668 289,043 1,992,711 3.49 1,703,668 289,043 1,992,711 3.49 - shareholders holding nominal share capital upto Rs. 2 lakh (ii) Individual 13,595,267 264,500 13,859,767 24.31 13,595,267 264,500 13,859,767 24.31 - shareholders holding nominal share capital in excess of Rs 2 lakh a) Others(Specify) 177,297 - 177,297 0.31 177,297 - 177,297 0.31 - Sub-total (B)(2) 15,669,053 558,023 16,227,076 28.46 15,669,053 558,023 16,227,076 28.46 - Total Public Shareholding (B)=(B)(1)+ (B)(2) 15,669,453 560,287 16,229,740 28.46 15,669,453 560,287 16,229,740 28.46 - C. Shares held by Custodian for GDRs & ADRs ------Grand Total (A+B+C) 56,447,114 560,287 57,007,401 100 56,447,114 560,287 57,007,401 100 -
21 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Management Discussion and Analysis benefits can accrue to the Company in near A. Indian Economy and industry overview term and also on a long term basis. Initial The Indian economy is on a growth trajectory efforts are on to convert part of the factory land a n d E l e c t r o n i c M a n u f a c t u r i n g a n d in Gandhipuram, Thiruvananthapuram to be Entertainment (M & E) sector also has been developed as an apartment complex. The showing steady growth. Company is in the process of obtaining With the Government of India's initiative for necessary approvals to construct an area of Make in India has witnessed many global 1,50,000 Sq Ft of IT space initially on the lease corporations starting manufacturing in the hold land provided to us by KINFRA, in their electronics sector, especially in the Defence SEZ, which shall be let out on rent to IT/ITES and Consumer electronics domain. The companies. Barring unforeseen circumstances, potential for Electronics manufacturing is very these initiatives will bear fruit in the next 2-3 high now in India. years. The animation and VFX industry has grown Animation service division significantly over the years, not only The Company has been having its Animation supporting the growing Indian M & E sector but division for almost 10 years and has been also developed as an outsourcing industry for handicapped in pursuing its growth due to non global markets. availability of funds. In the meantime, the B. Business model Company has set up a subsidiary company by The Company has been reorganizing its name Accel Media Ventures to pursue Visual business portfolio in the light of our merger Effects (VFX) business for the movie industry with the parent company. The company has that also include certain animation work. Our strategically decided to focus on Electronic animation division currently holds right for Manufacturing services (Engineering services certain IPs, which can be exploited in the near division) as the core business and Real Estate term. However it is being explored whether the related business as another focused area for animation assets can be transferred to Accel growth. As regard to the Animation Division, Media Ventures and the company can focus on the company decided to focus merely on its Engineering Services and Real Estate exploitation of its products (IPs). businesses for future growth. Engineering service division Strategic Business Initiatives The company embarked on developing a The Company is always on the lookout for new business around Electronics Manufacturing business opportunities and with a stronger Services (EMS) in line with the GOI's make in balance sheet after the merger and India initiative. We have created capabilities in designing and manufacturing of professional monetization of one of its real estates, the electronics subassemblies and products. We company may enter in to new business avenues have successfully launched our operations during the current year to ensure steady during the year and are in the process of income stream for the Company. adding more products for manufacturing C. Future Outlook services. The business requires certain With domestic industry growing rapidly, the investments to be made in SMT equipment and management believes that with its renewed production lines. As the merger is over and focus on Electronics Manufacturing and Real working capital funding is available, the estate services business, the turnover and Company can now expand its Engineering profitability can go up slowly and but surely in Services operations going forward. the next 5 years. As the Company's core Real Estate Development competency being electronic design and Since the Company is holding real estate as manufacturing, the management is confident of freehold land and buildings and also leased turning around the fortunes of the Company. land from Kerala Infrastructure Development D. Opportunities, Risks and threats. Corporation, the Company has identified real estate related services including development In the electronics manufacturing services as a core area of focus going forward so as to business, due to various advantages available unlock the value of such assets. The for SME companies to manufacture locally we management is in talks with developers to intend to provide these services initially to develop the real estate assets located in SMEs and then to large manufacturing Thiruvananthapuram, in such a way that the companies who currently import from China.
22 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
On the real estate side, the Indian IT/ITES The auditor performs independent verification industry is continuing to grow at a healthy rate of controls. The Auditors' Report is required to of 10-15% per annum; there is need for more comment on whether the Company has space especially in Tier 2 cities like adequate IFC system in place and such controls Thiruvanathpuram. In the KINFRA SEZ in are operating effectively. Thiruvananthapuram, the Company owns 2 Your Company's Internal Control System is acres of prime land on long term lease. The robust and well established and being followed Company is in the process of constructing up to for many years with periodic improvements. It 3 Lakhs sq ft of rentable space, in 2 phases, the includes documented rules and guidelines for first phase of construction to start in the next 4 conducting business. The environment and months. The Company is also exploring to co- controls are periodically monitored through develop a residential property of 1 Lakh sq ft in procedures/ processes set by the management, Thiruvanathapuram in the land owned by it. covering critical and important areas. These The management is confident of the success of controls are periodically reviewed and updated these ventures because of the opportunities to reflect the changes in the business and for exploitation of Real Estate asset is more in environment. Thiruvananthapuram. F. Human resource management Company's ambitious expansion plans involve As on 31 March 2018, the Company has term finance as well as working capital finance employee strength of only 14 to carry on its which will have to be availed from financial present downsized level of activities and is institutions like KSIDC or Banks. Servicing of expected to grow slowly. We have an such loans will be dependent of state of established employee recruitment and economy and the industries doing well. So retention policy, which involves identifying right there could be certain risks involved with the talents through recruitment and training business plans. However, considering that our programme as well as lateral recruitment and debt /equity will be at comfortable levels, the providing them with appropriate training and risks are mitigated. induction. We ensure that all our employees There are new and upcoming projects of receive technical and managerial inputs similar nature at different location can be a regularly through various training and threat to the Company. However, we are induction. planning for these expansions in phases and as G. Forward-Looking statements such projects of these types will continue to Statements in the Management Discussion and survive and flourish. Analysis describing the Company's objective, E. Internal Control Systems and their projections estimates and expectations may be adequacy forward-looking statements within the One of the key requirements of the Companies meaning of applicable securities laws and Act, 2013 is that companies should have regulations. Actual results could differ adequate Internal Financial Controls (IFC) and materially from those expressed or implied. that such controls should operate effectively. Important factors that could make a difference Internal Financial Controls means the policies to the Company's operations include economic and procedures adopted by the company for conditions affecting demand/supply and price ensuring orderly and efficient conduct of its conditions in the domestic and overseas market business, including adherence to company's in which the company operates, change in policies, safeguarding of its assets, prevention Government regulations, tax laws, interest and detection of frauds and errors, accuracy costs, other statutes and other incidental and completeness of the accounting records, factors. Thus the company should and need not and timely preparation of reliable financial be held responsible, if the future turns out to be information. something quite different. The Discussion and Your Company has adequate systems and Analysis should be pursued subject to this processes to assess and ensure that not only management disclaimer. does adequate control exist it also provide various input to the management for timely For and on behalf of the Board of Directors corrections. The process involves scoping and N.R.Panicker planning to identify and map significant accounts and processes based on materiality. Managing Director Thereafter risk is identified and their DIN 00236198 associated controls are mapped, else Place: Chennai remediation is implemented. These controls Date: 14.08.2018 are tested to assess operating effectiveness.
23 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Corporate Governance Report positions in other public companies as on 31 1. Company's practice on Corporate March 2018 have been made by the Directors Governance as per Clause 49 (II) (D) of the listing agreement. Corporate Governance is the combination of practices and compliance with laws and B. Number of meetings of the Board regulations leading to effective control and During the year 2017-18 the Board of Directors management of the Organization. We consider met six times, viz. 25 May 2017, 14 September stakeholders as our partners in our success 2017, 14 November 2017, 14 December 2017, and remain committed to maximizing 14 February 2018, 29 March 2018. The s t a k e h o l d e r va l u e . G o o d C o r p o r a t e maximum time gap between any two Governance leads to long term stakeholder consecutive meetings did not exceed 120 days. value. This is demonstrated in shareholder C. Attendance record of directors returns, high credit ratings, governance processes and an entrepreneurial performance Details of attendance of Directors at Board focused work environment. Meetings and at the last Annual General Meeting held on 28 September 2017, with Corporate Governance rests upon the four particulars of their Directorships and pillars of transparency, disclosure, monitoring C h a i r m a n s h i p / M e m b e r s h i p o f B o a r d and fairness to all. Committees of the companies showing the Your Company is committed to the adoption of position as on 31 March 2018 are given below: and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stem from the dynamic culture and positive mindset of the organization. The Corporate Governance guidelines are in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations, 2015'). In its pursuit of excellence towards corporate governance, Company has adopted Accel Code of Conduct for Board members, Accel Code of Conduct for Prevention of Insider Trading, Code of Corporate Disclosures & Vigil Mechanism. 2. Board of Directors A. Composition of Board: The present Board of the Company consists of four directors, out of whom one is executive director, two are non-executive independent and one is non-executive non-independent (Women Director). The Company has an appropriate size of the Board for real strategic discussion and avails benefit of diverse experience and viewpoints. All directors are individuals of integrity and courage, with relevant skills and experience to bring judgment to bear on the business of the Company. None of the Directors on the Board are Members of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which they are Directors. Necessary disclosures regarding Committee
24 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Name of the Category as at No. of Attendance No. of Committee/s Director 31.03.2018 Board At the last Director position as on meetings AGM held Ship held 31.03.2018 (All Attended On in Indian companies including Out of 06 28.09.2017 Public this company) Meetings Limited Held as on Companies 31.03.2018 (including this company) Member Chairman Mr. N.R. Panicker Executive Managing Director, Promoter 06 Yes 01 01 - Dr. C.N. Ramchand Non Executive Independent Director 06 Yes 02 03 02 Dr. M. Ayyappan Non Executive 06 Yes 01 02 01 Independent Director Ms. Shruthi Panicker Non Executive 06* No 01 01 00 Director
* 6 m e e t i n g s p a r t i c i p a t e d v i a V i d e o independence as prescribed under Section 149 conferencing. (6) & (7) of the Companies Act, 2013 from Chairmanships/Memberships of Board I n d e p e n d e n t D i r e c t o r s . A l l r e q u i s i t e declarations have been placed before the Committees include only Audit, Stakeholders Board. Relationship Committee held in listed entities including this Company. G. Code of Conduct D. Relationship with other directors i. The Board of Directors have laid down Code of Conduct for Board of Directors and Senior Ms. Shruthi Panicker is the daughter of Mr. N.R. Management of the Company. The copies of Panicker. Code of Conduct as applicable to the Directors E. Shares held by non-executive directors as well as Senior Management of the Company Ms. Shruthi Panicker, non-executive director of are uploaded on the website of the Company - the Company holds 6,506,851 number of equity www.acceltransmatic.com/www.accel- india.com. shares as on 30 June 2018. ii. All the Board Members and Senior Management Dr. C.N. Ramchand, non-executive independent personnel have affirmed compliance with the director of the Company holds 34,687 number Code as at 31 March 2018. The Annual Report of of equity shares as on 30 June 2018. the Company contains a declaration to this F. Non-Executive Independent Directors' effect signed by the Managing Director. compensation and disclosures: H. Remuneration policy The Non-Executive Independent Directors are The Remuneration policy of your Company is a paid sitting fee within the limits prescribed comprehensive policy which is competitive, in under Section 197(1) (ii) of the Act. The Non- consonance with the industry practices and Executive Independent Directors did not have rewards good performance of the employees of any material pecuniary relationship or the Company. The policy ensures equality, transactions with the Company except the fairness and consistency in rewarding the payment of sitting fees and commission to them employees on the basis of performance against during the year 2017-18. set objectives. Independent Directors are not serving as The Company endeavors to attract, retain, Independent Directors in more than seven develop and motivate a high performance listed companies. None of Directors of the w o r k f o r c e . T h e C o m p a n y f o l l o w s a Company hold the position as Whole-time compensation mix of fixed and variable pay. Director in company itself nor serve as Individual performance pay is determined by Independent Director in more than three listed business performance and the performance of companies. the individuals measured through the annual appraisal process. The Company has received declarations of
25 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
I. Familiarization Program of Independent Directors With a view to familiarizing the independent directors appointed by the Board with the Company's operations, as required under regulation 25(7) of the SEBI Listing Regulation, 2015, they are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having gone-to-one meetings. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and internal policies available at our website to enable them to familiarize with the Company's procedures and practices. J. Vigil mechanism / whistle blower policy Pursuant to section 177(9) of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 22 of the SEBI Listing Regulations, 2015), 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 2017-18, no employee has been denied access to the audit committee. 3. Board Committees A. Audit Committee The Company complies with Section 177 of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 18 of the SEBI Listing Regulations, 2015) 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 28 September 2017. During the year, the Audit Committee met four times: 25 May 2017, 14 September 2017, 14 December 2017, 14 February 2018. The meetings were scheduled well in advance and not more than one hundred and twenty days elapsed between any two meetings. In addition to the members of the Audit Committee, these meetings were attended by the Manager – Accounts, representatives of Statutory Auditors and representatives of the Internal Auditors. Further, on invitation, directors who are not members of the Committee also attended the meetings of the Committee. The Company Secretary acted as the secretary of the Audit Committee. Composition of the Audit Committee and the attendance record of members for 2017-18
Name of Member Category Meetings held Meeting attended Dr. M. Ayyappan Chairman 04 04 Dr. C.N. Ramchand Member 04 04 Ms. Shruthi Panicker Member 04 04
Pursuant to the terms of reference, the Audit Committee, inter alia, discussed and deliberated on the financial results, appointment/re-appointment of statutory auditors, review of internal audit functions, review and approval of related party transactions etc.
26 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
B. Nomination and Remuneration Committee The Company complies with Section 178 of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 19 of the SEBI Listing Regulations, 2015) pertaining to the Nomination and Remuneration Committee. The Committee presently consists of the one Executive Director, and two Independent Directors. During the year under review, the Committee met on 14 November 2017 and 29 March 2018. Further, on invitation, directors who are not members of the Committee also attended the meetings of the Committee. Composition of the Nomination and Remuneration Committee and the attendance record of members for 2017-18
Name Capacity Meetings held Meeting attended Dr. C.N. Ramchand Chairman 02 02 Dr. M. Ayyappan Member 02 02 Mr. N.R Panicker Member 02 02
Terms of reference of the Nomination and Remuneration Committee include: 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; 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; Performance evaluation of Independent Directors: The Nomination and Remuneration Committee evaluates the performance of Independent Directors and recommends Commission payable to them based on their commitment towards attending the meetings of the Board/Committees, contribution and attention to the affairs of the Company and their overall performance apart from sitting fees paid for each Board and committee meetings attended by them. C. Stakeholders Relationship Committee Committee was constituted to specifically look into the shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend, payment of unclaimed dividends, etc. In addition, the Committee also looked into matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors' issues through various reports and statements furnished to the Board from time to time throughout the year. The Committee presently consists of the one Executive Director, and two Independent Directors. The terms of reference of said Committee as follows: To look into the redressal of complaints of security-holders on matters relating to transfer of shares, dematerialisation of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates, etc. To look into matters that can facilitate better security-holders services and relations. Composition of the Stakeholders Relationship Committee for 2017-18
Name Capacity Dr. C.N. Ramchand Chairman Dr. M. Ayyappan Member Mr. N.R Panicker Member
27 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Further, Mrs. Priyam Agrawal, Company Secretary of the Company is the Compliance Officer for the purpose. Investors' complaints attended and resolved during 2017-18
Received during the Resolved during the Opening Balance Closing Balance year 2017-2018 year 2017-2018
NIL NIL NIL NIL
4. Remuneration of directors A. Pecuniary transactions with non-executive directors During the year under review, there were no pecuniary transactions with any non-executive director of the Company. The register of contracts is maintained by the Company under section 189 of the Companies Act, 2013. The register is signed by all the directors present at the respective Board meetings. B. Criteria of making payments to non-executive directors Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgment. They also oversee the corporate governance framework of the Company. C. Non-executive directors Remuneration/sitting fees paid to non-executive directors for the year ended 31 March 2018 is as under: S.No. Name of Director Designation Sitting Fees 1 Dr. M. Ayyappan Independent Director Rs.1.90 lacs 2 Dr. C.N. Ramchand Independent Director Rs.1.90 lacs 3 Ms. Shruthi Panicker Non-executive Director Nil
D. Executive directors During the year under review, Mr. N.R. Panicker, Managing Director of the Company has drawn Rs.41.80 Lacs as salary. It contains the following components- Rs.36.00 Lacs as Salary and allowance, Rs.5.80 Lacs as perquisites etc. Notes: (i) The Company does not pay any remuneration to Non-Executive Directors except sitting fees to Independent Directors of Rs.20,000 each meeting of the Board of Directors and Rs.10,000 each for Committee meeting. 5. General Body Meetings Location and time of Annual General Meetings held in the last 3 years:
Details of Special Year Type Date & Time Venue of Meeting Resolution passed at AGM 03.02.2016, KUMGAI Auditorium, ABK-AOTS Appointment of Smt. Shruthi 2014-2015 AGM 11.00 AM DOSOKAI, 3rd Floor, Chateau D Panicker as a woman Ampa, 37 Nelson Manickam Road, director. Aminjikarai, Chennai 600 029
30.12.2016, Hotel Raindrops, Greams Road, Appointment of Mr. N.R. 2015-2016 AGM 11.30 AM Chennai 600 006 Panicker as Chairman & Managing Director of the Company and payment of remuneration. 2016-2017 AGM 28.09.2017, Hotel Raindrops, Greams Road, None 11.30 AM Chennai 600 006
28 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Postal ballot C. Financial Calendar (Tentative) During the year under review, no resolutions were Results for quarter ending 30th Mid August 2018 proposed to be passed by the members through June 2018 postal ballot process. Results for quarter ending 30th Mid November No Special Resolutions are proposed to be September 2018 2018 conducted through Postal Ballot as on the date of Results for quarter ending 31st Mid February this Report. December 2018 2019 6. Means of Communication Results for year ending 31st End May 2019 A. Quarterly & yearly results March 2019 The unaudited quarterly financial results are 33rd Annual General Meeting September 2019 approved and authenticated by the Board of (i.e. next year) Directors within 45 days from the end of each D. Dividend Payment quarter and the audited financial results along Interim Dividend for the year 2017-18 of Rs. with the last quarter results within 60 days from 0.40 per equity share (i.e. 20% of face value of the close of the financial year. Such results are Rs.2/- per share) was paid to the eligible communicated within 30 minutes to the stock shareholders whose name appeared as on the exchanges where the shares of the company are record date. listed and also placed on the website of the E. Listing on Stock Exchanges and Stock Company. The financial results are also Code / Symbol published in the newspapers as per the format provided by the SEBI within 48 hours from the Name of Stock Exchange Stock Code/ date of the board meeting wherein financial Security ID results were approved. The Bombay Stock Exchange Ltd, 517494 / B. Newspaper publication Phiroze Jeejebhoy Towers, Dalal ACCEL The results are published in the English which Street, Mumbai 400001 has nation-wide circulation and in a Tamil daily ISIN Number – INE258C01038 being the vernacular language having wide The Annual Listing fees for the year 2018-2019 circulation in the state in which the registered have been paid to the concerned stock office of the company is situate. exchange. C. Company Website P o s t s c h e m e o f a m a l g a m a t i o n a n d Upon intimation to stock exchange, the results arrangement, the Company got the listing are displayed in the website of BSE. The results approval from The Bombay Stock Exchange on are also uploaded in the company's website 11 June 2018 and the trading approval on 19 www.acceltransmatic.com / www.accel- July 2018. india.com. F. Market price data D. Official news release and presentations to The reported high and low closing prices during institutional Investors the year ended 31 March 2018 on BSE LTD, where your Company's shares are frequently The company has not made any official news traded vis-à-vis the Share Index, are given release nor made any presentations to the below: Institutional Investors or to the analysts during B S E the year and as such the said provisions not Month applicable. High Low April 2017 7. General Shareholder Information 6.39 5.29 May 2017 5.93 4.65 A. Annual General Meeting: June 2017 5.37 4.62 July 2017 Date 28 September 2018 NA NA August 2017 4.62 4.39 Time 11.30 A.M. September 2017 NA NA October 2017 4.65 4.62 Venue Meeting Hall, II Floor, Rain November 2017 4.65 3.35 Drops, KTDC Business Hotel, December 2017 3.25 2.53 169/2, Greams Road, Chennai 600 006 January 2018 2.66 2.53 February 2018 3.36 2.65 B. Financial Year : April to March March 2018 3.30 3.14 Note : The above prices for shares in pre-merged entity with FV of Rs.10/-
29 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
G. Share Transfer Agents The Company has appointed Integrated Share Registry Management Services Pvt Ltd as its share transfer agent and accordingly, processing of share transfer/ dematerialisation/rematerialisation and allied activities was outsourced to Integrated Share Registry Management Services Pvt Ltd, T.Nagar Chennai 600 017. H. Share Transfer System All physical transfers, transmission, transposition, issue of duplicate share certificate(s), issue of d e m a n d d r a f t s i n l i e u o f d i v i d e n d w a r r a n t s , e t c . a s w e l l a s r e q u e s t s f o r dematerialisation/rematerialisation are being processed in periodical cycles at Intergrated. The work related to dematerialisation/rematerialisation is handled by Integrated through connectivity with NSDL and CDSL. I. Distribution of Shareholding Distribution of shareholding according of size class as on 31 March 2018
Share or Debenture Share/ Debenture Holders Share/ Debenture Amount holding of nominal value Rs. Number % to total Rs. % to total (1) (2) (3) (4) (5) Upto 100 4490 69.87 1329092 12.04 101 – 250 745 11.59 266899 2.42 251 - 500 537 8.36 277254 2.51 501 – 1000 239 3.72 5805644 52.60 1001 – 5000 303 4.72 321210 2.91 5001 – 10000 41 0.64 245262 2.22 10001 & above 71 1.10 2792040 25.30 Total 6426 100.00 11037401 100.00
Distribution of Shareholding pattern across category
Category As on 31 March 2018 As on 30 June 2018
No. of % to the total paid No. of % to the total paid shares held up capital shares held up capital Face Value Rs.10 per Face Value Rs.2 per equity share equity share Promoters Indian - Individuals 914,810 8.30 27,770,810 48.71 - Relatives of Promoters 206,851 1.87 13,006,850 22.81 -Body Corporate 5,630,000 51.01 Non Promoters Financial Institutions/Banks 520 0.01 520 0.01 Mutual Funds 2,144 0.01 2,144 0.01 Bodies Corporate 199,436 1.81 195,240 0.33 Margin Trading Account-Corporate 33,622 0.31 34,622 0.06 Overseas Corporate Bodies 560 0.01 560 0.01 Limited Liability Partnership 1,500 0.01 1,500 0.01 Clearing Member - - 5,595 0.01 Trusts 137,080 1.24 137,080 0.24 Indian Public 3,910,878 35.43 15,852,478 27.80 Total 11,037,401 100.00 57,007,401 100.00 Note : The new shares of FV of Rs.2/- were issued & allotted on 18th April, 2018.
30 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 Capital Structure of the Company A. Share Capital as on 31 March 2018 Amount in Rupees Authorized Capital 150,00,000 Equity Shares of Rs.10/- each 15,00,00,000 50,00,000 10% Cumulative Redeemable Preference Shares of Rs.10/- each 5,00,00,000 Issued, Subscribed and fully paid up 110,37,401 Equity Shares of Rs.10/- each 11,03,74,010 50,00,000 10% Cumulative Redeemable Preference Shares of Rs.10/- each 5,00,00,000 Total 16,03,74,010
B. Share Capital as on 30 June 2018 (After issue of shares as per schme) Authorized Capital Amount in Rupees 10,50,00,000 Equity Shares of Rs.2/- each 21,00,00,000 50,00,000 10% Cumulative Redeemable Preference Shares of Rs.10/- each 5,00,00,000 Issued, Subscribed and fully paid up 570,07,401 Equity Shares of Rs.2/- each 11,40,14,802 Total 11,40,14,802 Top ten Shareholders as on 31st March 2018 Category Name of the Shareholder No. of shares % to the total held paid up capital
Promoter Bodies Corporate Accel Limited 56,300,000 51.01 Promoter Individual Panicker N.R 914,810 8.29 Resident Ordinary Gopinathan Nair N 150,675 1.37 Bodies Corporate Kerala Venture Capital 137,080 1.24 Trustee Pvt Ltd A/c Kerala Venture Capital Fund Resident Ordinary Philip John 152,721 1.38 Relative of Promoter Shruthi Panicker 106,851 0.97 Relative of Promoter Sreekumari Panicker 100,000 0.91 Resident Ordinary Ravindran T 99,815 0.90 Resident Ordinary Prabhu S.T 99,000 0.90 Bodies Corporate Sihl Fincap Ltd 83607 0.76 Top ten Shareholders as on 30 June 2018
Category Name of the Shareholder No. of shares % to the total held paid up capital
Promoter Individual Panicker N.R 27,770,810 48.71 Relative of Promoter Shruthi Panicker 6,506,851 11.41 Relative of Promoter Sreekumari Panicker 6,500,000 11.40 Resident Ordinary R. Ganesh 4,908,877 8.61 Resident Ordinary Maqbool Hassan P 1,645,606 2.89 Resident Ordinary Lakshmipathi R 1,332,699 2.34 Resident Ordinary Aruna T Prabhu 1,329,005 2.33 Resident Ordinary Austin Paul Antony 1,059,382 1.86 Resident Ordinary Ramesan M 706,706 1.24 Resident Ordinary Ganga Devi B 371,250 0.65
31 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Note: By account of approval of the Scheme Amalgamation and Arrangement by the National Company Law Tribunal, Chennai Bench, on 05 March, 2018, the capital structure of the Company has changed. The face value of the equity shares have reduced from Rs.10 per share to Rs. 2 per share. J. Dematerialization of shares 97.02% of the equity shares have been dematerialized as on 31 March 2018. 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. K. 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. L. Plant locations Animation Division 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 M. Address for correspondence Investors and shareholders can correspond with the share transfer agent or the registered office of the Company at the following address: Share Transfer Agent Integrated Share Registry Management Services Pvt Ltd 2nd Floor, KENCES Towers No1 Ramakrishna Street North Usman Road, T.Nagar Chennai 600 017 Contact Persons Mr. Sriram S Compliance Officer Mrs. Priyam Agarwal, Company Secretary and Compliance Officer of the Company can be contacted at: Accel Limited (formerly known as “Accel Transmatic Limited”) 3rd Floor, SFI Complex, No,178, Valluvarkottam High Road, Nungambakkam, Chennai 600 034 Email :[email protected] 8. Other Disclosures A. Basis of related party transactions 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. The statements containing the transactions with related parties were submitted periodically to the Audit Committee. There are no related party transactions that may have potential conflict with the interest of the Company at large. 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. B. Details of capital market non-compliance, if any There was no non-compliance by the Company of any legal requirements; nor has there been any penalty/stricture imposed on the Company by any stock exchange, SEBI or any statutory authority on any matter related to capital markets during the last three years.
32 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
C. Mandatory and Non–Mandatory requirements. The Company has complied with all the applicable mandatory requirements as provided in SEBI Listing Regulations, 2015. The extent of implementation of the non-mandatory requirements are as under: i. The Board The requirement regarding the Non Executive Chairman is not applicable, since the Chairman of the Company is the Executive Chairman. ii. Shareholder Rights The Company is yet to comply with the compliance of sending the half-yearly declaration of financial performance including summary of the significant events in last six-months, to each household of shareholders. iii. Audit qualifications The statutory auditor of the Company have issued an unqualified Audit Report i.e. unmodified opinion in the Audit Report on the financial statements of the Company for the year ended 31 March 2018. The relative information has been provided in the Directors' Report. iv. Separate posts of chairperson and chief executive officer The Company has not separated the post of chairperson and managing director or chief executive officer. v. Reporting of Internal Auditor The Internal Auditor reports directly to the Audit Committee. D. Material Subsidiaries The Company does not have any material subsidiaries. E. Compliance certificate The Managing Director has certified to the Board with regard to the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II to the SEBI Listing Regulations, 2015. 9. Report on corporate governance This chapter, read together with the information given in the Directors' Report and the chapters on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on Corporate Governance during 2017-18. The Company has been regularly submitting the quarterly compliance report to the stock exchanges, as required under regulation 27 of the SEBI Listing Regulations, 2015. 10. Auditors' certificate on corporate governance The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the SEBI Listing Regulations, 2015. This certificate is annexed to the Directors' Report and will be sent to the stock exchanges, along with the Annual Report to be filed by the Company. 11. The Company has duly complied with Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of the Listing Regulations. 12. We have fairly complied with the requirements of Corporate Governance report of sub-paras (2) to (10) of Schedule V (c) of the SEBI Listing Regulation, 2015 are applicable to Accel Limited. 13. The details on the extent of compliance with regard to discretionary requirements as specified in Part E of Schedule II of the SEBI Listing Regulation, 2015 have been indicated in para 8 C. For and on behalf of the Board of Directors N.R.Panicker Place: Chennai Managing Director Date: 14.08.2018 DIN 00236198
33 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
CERTIFICATION BY CEO TO THE BOARD The Board of Directors, Accel Limited (formerly known as “Accel Transmatic Limited”) I, N.R. Panicker, Managing Director of Accel Limited (formerly known as “Accel Transmatic Limited”), certify that: 1. I have reviewed the financial statements and cash flow statement for the year ending 31 March 2018 and that to the best of my 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 taken effective steps to rectify those deficiencies. 4. I indicate to the Auditors and the Audit Committee that: a. No significant changes in internal control over financial reporting during the year. b. No significant change in accounting policies during the year. c. No 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. N.R. Panicker Managing Director Date: 30.05.2018 Place : Chennai
DECLARATION In accordance with Clause D of Schedule V of the SEBI Listing Regulations, I N.R. Panicker, Managing Director of the Company, hereby declare that the members of Board of Directors and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management for the year ended 31 March 2018.
For Accel Limited
Date: 30.05.2018 N.R. Panicker Place: Chennai Managing Director
34 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
The Member of Accel Limited (formerly known as “Accel Transmatic Limited”) 3rd Floor, SFI Complex, 178, Valluvarkottam High Road, Nungambakkam, Chennai, Tamil Nadu, India, 600034
We have examined the compliance of conditions of Corporate Governance by Accel Limited (formerly known as “Accel Transmatic Limited”) for the year ended 31 March 2018 as per Regulations 17-27, clause (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of Listing Regulations, 2015.
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 explanations given to us, we certify that the Company has complied with the conditions of the Corporate Governance as specified in Regulations 17-27, clause (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of Listing Regulations, 2015.
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 Vijayakumar & Easwaran Chartered Accountants Firm Regn. No. : 004703S
Date: 14.08.2018 Sam Kuruvilla B.Com, FCA Place : Chennai Partner (M.No.21805)
35 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
INDEPENDENT AUDITORS’ REPORT We conducted our audit of the standalone Ind AS To financial statements in accordance with the Standards on Auditing specified under section The Members of 143(10) of the Act. Those Standards require that M/s. Accel Transmatic Limited we comply with ethical requirements and plan and Chennai. perform the audit to obtain reasonable assurance about whether the Stand alone Ind AS financial Report on the Audit of Standalone Ind AS statements are free from material misstatement. Financial Statements: An audit involves performing procedures to obtain We have audited the accompanying Standalone Ind audit evidence about the amounts and disclosures AS financial statements of M/s Accel Transmatic in the standalone Ind AS financial statements. The Limited (“the company”), which comprise the procedures selected depend on the auditor’s Balance Sheet as at 31st March 2018, and the judgment, including the assessment of the risks of Statement of Profit and Loss, the Statement of material misstatement of the standalone Ind AS Changes in Equity & Cash flow Statement as at 31st financial statements, whether due to fraud or error. March 2018 and a summary of significant In making those risk assessments, the auditor accounting policies and other explanatory considers internal financial control relevant to the information. Company’s preparation of the standalone Ind AS M a n a g e m e n t R e s p o n s i b i l i t y f o r t h e financial statements that give true and fair view in Standalone Ind AS Financial Statements order to design audit procedures that are The Company’s Board of Directors is responsible for appropriate in the circumstances. An audit also the matters in section 134(5) of the Companies Act, includes evaluating the appropriateness of 2013 (“the Act”) with respect to the preparation and accounting policies used and the reasonableness of presentation of these Ind AS financial statements the accounting estimates made by Company’s that give a true and fair view of the state of affairs, Directors, as well as evaluating the overall Profit(including other comprehensive income), presentation of the standalone Ind AS financial Cash flows and changes in the equity of the statements. Company in accordance with the accounting We believe that the audit evidence we have principles generally accepted in India, including the obtained is sufficient and appropriate to provide a Accounting Standards(Ind AS) prescribed under basis for our audit opinion on the standalone Ind AS Section 133 of the Act. financial statements. This responsibility also includes the maintenance of Opinion adequate accounting records in accordance with In our opinion and to the best of our information the provision of the Act for safeguarding of the and according to the explanations given to us, the assets of the Company and for preventing and aforesaid standalone Ind AS financial statements, detecting the frauds and other irregularities; give the information required by the Act in the selection and application of appropriate accounting manner so required and give a true and fair view in policies; making judgments and estimates that are conformity with the accounting principles generally r e a s o n a b l e a n d p r u d e n t ; a n d d e s i g n , accepted in India including the Ind AS, of the state implementation and maintenance of internal of affairs of the company as at 31st March 2018, financial control, that were operating effectively for and its profits(including other comprehensive ensuring the accuracy and completeness of the Income),its cash flows and the changes in equity accounting records, relevant to the preparation and for the year ended on that date. presentation of the Ind AS financial statements that give a true and fair view and are free from material Emphasis of Matter misstatement, whether due to fraud or error. a) The comparative financial information of the Auditors Responsibility: Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st Our responsibility is to express an opinion on these April 2016 included in these Standalone Ind AS Ind AS financial statements based on our audit. financial statements, are based on the previously We have taken into account the provisions of the issued Statutory Financial statements prepared in Act, the accounting and auditing standards and accordance with the Companies (Accounting matters which are required to be included in the Standards) rules ,2006 audited by the predecessor audit report under the provisions of the Act and the auditor whose report for the year ended 31st March Rules made there under. 2017 and 31st March 2016 dated 25th May 2017
36 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us. b) As stated in Note no 2 B, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs.2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company. Our opinion is not modified in respect of these matters Report on Other Legal and Regulatory Requirements: 1. As required by the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Companies Act 2013, we give in the “Annexure- A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) The Balance Sheet, Statement of Profit and Loss, Cash flow Statement and Statement of Changes in the Equity dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act. e) The matters described in the Sub Para A and B of Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the company. f) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act. g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and h) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 in our opinion and to the best of our information and according to the explanations given to us : i. The Company has disclosed the impact of pending litigation on its financial position in its standalone Ind AS financial statements Refer Note-29 to the standalone Ind AS financial statements. ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company.
For and on behalf of Vijayakumar & Easwaran Chartered Accountants Firm Regn. No. : 004703S
Date: 30.05.2018 Sam Kuruvilla B.Com, FCA Place : Chennai Partner (M.No.21805)
37 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
ANNEXURE- A TO THE INDEPENDENT AUDITOR'S REPORT The Annexure referred to in Independent Auditors Report to the members of the Company of Standalone Ind AS financial statements for the year ended 31st March 2018, we report that: i) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets. b) We are informed that fixed assets have been physically verified by the Management at reasonable intervals and that no material discrepancies were noticed on such verification. c) According to the information and explanation given to us and based on the explanation of the records of the company and also having regard to the confirmation received from banks in respect of title deems deposited with them wherever applicable and also legal opinion received in a case, we report that the title deeds of immovable properties are held in the name of the company. ii) We are informed that the physical verification of inventory has been conducted by the Management at reasonable intervals and no material discrepancies were noticed on such verification. iii) According to the information and explanations given to us, the company has neither granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore the provisions of paragraph 3(iii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company. iv) According to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the Companies Act, 2013, with respect to the loan and investment made. v) According to the information and explanations given to us, the company has not accepted deposits during the year, hence the provisions of paragraph 3(v) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company. vi) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the company. vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities during the year except as noted below: Name of the Statue Nature Amount (Rs ) Provident Fund Act, 1952 Provident Fund 34,662 Income Tax Act, 1961 TDS 34,98,668 Sales Tax Act, TN Sales Tax 2,64,030 Employee State Insurance Act, 1948 ESI contribution 6,901 (b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as at 31st March 2018 for a period of more than six months. Except in the case of Income Tax which have not been deposited by the company on account of disputes (stay deposit 2012-13 Rs. 402326 dt. 22-9-16 2013-14 Rs. 392380 dt. 13-2-17) Nature of Dues Amount Period to which the Forum where the (Rs in Lakhs) amount relates dispute is pending Income Tax 46.26 AY 2011-12 Income Tax Appellate Tribunal, Kochi Service Tax 15.79 AY 2005-07 CESTAT, Bangalore
Customs Duty 0.16 AY 2010-11 Honorable High Court
PF & Others 30.24 AY 2010-11 EPF Appellate Tribunal, Onwards Delhi & Kerala High Court viii) According to the information and explanations given to us and based on our audit procedures we are of the opinion that the Company has not defaulted in repayment of dues to banks, except in the case of Asset backed loan availed from the banks during the year which have been belatedly settled as below:
38 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
MONTH DUE REPAYMENT DUE DATE PAYMENT DELAY(in (INSTALMENT+ DATE days) INTEREST) MAR-17 1,083,930 1,083,930 01/04/2017 18/04/2017 17 APR-17 1,047,400 1,047,400 01/05/2017 15/06/2017 45 MAY-17 1,057,241 1,057,241 01/06/2017 29/07/2017 58 JUN-17 1,045,786 1,045,786 01/07/2017 29/07/2017 28 JUL-17 3,617,087 3,617,087 01/08/2017 03/11/2017 94 AUG-17 33,025 33,025 01/09/2017 03/11/2017 63 SEP-17 32,841 32,841 01/10/2017 03/11/2017 33 OCT-17 33,465 33,465 01/11/2017 03/11/2017 2 NOV-17 2,179 2,179 01/11/2017 06/11/2017 5 ix) According to the information and explanations given to us and based on our audit procedures, we are of the opinion that the Company has not raised moneys by way of initial public offer or further public offer and terms loans. Hence, provisions of the paragraph 3(ix) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company. x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees or officers has been noticed or reported course of our audit. xi) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act. xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Therefore the provisions of the clause 3(xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company. xiii) According to the information and explanation given to us and on the basis of our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Note no 31 to the standalone Ind AS financial statement as required by applicable accounting standards. xiv) According to the information and explanations given to us and based on our audit procedures, the company has not made preferential allotment or private placement of shares during the year. xv) According to the Information and explanations given to us and based on our audit procedures, the company has not entered into any non-cash transaction with directors or persons connected with them. Therefore the provisions of the paragraph 3(xv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company. xvi) According to the information and explanations given to us and based on our audit procedures, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure -B to the Independent Auditors’ Report on Standalone Ind AS financial Statements of M/s Accel Transmatic Limited. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”). We have audited the internal financial controls over financial reporting of M/s. Accel Transmatic Limited (“The Company”) as of 31 March 2018 In conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Reporting The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
39 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For and on behalf of Vijayakumar & Easwaran Chartered Accountants Firm Regn. No. : 004703S
Date: 30.05.2018 Sam Kuruvilla B.Com, FCA Place : Chennai Partner (M.No.21805)
40 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
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41 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Standalone Balance Sheet as at 31st March, 2018 (All amounts are in INR unless otherwise stated) As at As at Particulars Note 31 Mar 2018 31 Mar 2017 ASSETS Non-Current assets
Property, Plant and Equipment 2A 72,296,504 102,376,577 Intangible Assets 2B 23,708,205 31,628,241 Capital Work In Progress 2C 1,741,666 1,009,614
Financial Assets - Investments 3 78,815,962 97,538,530 - Other Financial Assets 4 62,120,469 198,640,015
Total Non-Current Assets 238,682,806 431,192,977 Current Assets Inventory 5 1,055,961 1,423,182 Financial Assets - Trade Receivables 6 10,297,500 7,237,506 - Cash and Cash Equivalents 7 225,229,139 13,530,994 - Other Financial Assets 8 72,221,032 62,854,258 Other Current Assets 9 98,631 2,456,531 Total Current Assets 308,902,263 87,502,471 TOTAL ASSETS 547,585,069 518,695,448 EQUITY AND LIABILITIES Equity Equity Share Capital 10 114,014,802 114,014,802 Other Equity 11 382,619,285 295,005,261 Total equity 496,634,087 409,020,063 Non-Current Liabilities Financial Liabilities (i) Borrowings 12 12,807,592 41,965,722 Provisions 13 15,565,652 29,610,772
Total non-current liabilities 28,373,244 71,576,494 Current Liabilities Financial Liabilities - Borrowings - Trade Payables - Micro and small enterprises - Others 14 15,395,301 11,565,707 - Other Financial Liabilities Other Current Liabilities 15 7,173,418 26,531,308 Provisions 16 9,019 1,876 Total current liabilities 22,577,737 38,098,891
Total Liabilities 50,950,981 109,675,385 TOTAL EQUITY AND LIABILITIES 547,585,069 518,695,448 Significant Accounting Policies 1 The accompanying notes to the financial statements 2-36. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Director Din: 05166709 Place: Chennai ` Date: 30.05.2018
42 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 Standalone Statement of Profit & Loss Account for the year ended 31st March, 2018 (All amounts are in INR unless otherwise stated) Year ended Year ended Particulars Note 31 Mar 2018 31 Mar 2017 Revenue from Operations 17 19,284,308 24,826,710 Other Income 18 194,103,861 26,089,635 Total Revenue 213,388,169 50,916,345 Expenses:- Cost of Services 19 2,219,675 7,674,590 Cost of Materials Consumed 20 5,125,421 3,662,637 Employee Benefits Expense 21 9,901,111 7,484,551 Other Expenses 22 16,819,342 30,399,019 Total expenses 34,065,549 49,220,797 Earning before interest, tax, depreciation, amortisation and exceptional items (EBITDA) 179,322,620 1,695,548 Depreciation & Amortisation 23 10,523,567 14,772,172 Finance cost 24 7,250,339 6,324,681 Profit / (Loss) before exceptional items and tax 161,548,714 (19,401,305) Exceptional items 25 (73,833,247) Profit / (Loss) before tax 87,715,467 (19,401,305) Tax Expense: Current tax 15,500,000 - MAT Credit 26 (15,500,000) - Excess/(Short) Tax Provision for earlier years Profit / (Loss) for the year 87,715,467 (19,401,305) Other Comprehensive Income (OCI) (A) Items that will not be reclassified to statement of Profit and Loss 101,443 137,852 (I) remeasurement benefit of defined benefit plans (ii) Income tax expense on remeasurement benefit of defined benefit plans Total Comprehensive Income for the Year 87,614,024 (19,263,453) Earnings Per Share 27 Basic - Par Value of INR Rs.2/- per share (with exceptional item) 1.54 (0.34) Diluted - Par Value of INR Rs.2/- per share (with exceptional item) 1.54 (0.34) Basic - Par Value of INR Rs.2/- per share (without exceptional item) 2.83 (0.34) Diluted - Par Value of INR Rs.2/- per share (without exceptional item) 2.83 (0.34) Significant accounting policies 1 The accompanying notes to the financial statements 2-36. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Director Din: 05166709 Place: Chennai ` Date: 30.05.2018
43 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Standalone Statement of Changes in Equity for the year ended 31st March, 2018 (All amounts are in INR unless otherwise stated)
A. EQUITY SHARE CAPITAL Equity Share Particulars Capital
Balance at the beginning of 01-04-16 114,014,802 Changes in equity share capital during the year - Balance at the end of 31-03-2017 114,014,802 Balance at the beginning of 01-04-17 114,014,802 Changes in equity share capital during the year - Balance at the end of 31-03-2018 114,014,802
B. OTHER EQUITY Capital Capital Securities Surplus Particulars Reserve Redemption Premium / (Deficit) Reserve in Statement of Profit and Loss
Balance at the beginning of 01-04-16 68,448,280 26,930,000 14,425,375 204,465,059 Loss for the year - - - (19,401,305) Other Comprehensive Income 137,852 Balance at the end of 31-03-2017 68,448,280 26,930,000 14,425,375 185,201,606 Balance at the beginning of 01-04-17 68,448,280 26,930,000 14,425,375 185,201,606 Profit for the year - - - 87,715,467 Other Comprehensive Income - - - (101,443)
Balance at the end of 31-03-2018 68,448,280 26,930,000 14,425,375 272,815,630
The accompanying notes to the financial statements 2-36. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Director Din: 05166709 Place: Chennai ` Date: 30.05.2018
44 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Standalone Cash Flow Statement for the year ended 31st March, 2018 (All amounts are in INR unless otherwise stated) As at As at Particulars 31 Mar 2018 31 Mar 2017 Profit before tax 87,715,467 (19,401,305) Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ Amortization 10,523,567 14,772,172 Provision for Doubtful debts - - Creditors no longer payable written back (242,189) (3,900,459) Profit on sale of assets (185,694,247) (516,252) Loss on sale of investment 73,833,247 - Profit on sale of investment / redemption of MF / Other Comprehenisve income 45,646 (1,745,790) Interest expense 6,070,003 5,898,722 Interest income (7,362,473) (16,281,592) Operating profit before working capital changes (15,110,979) (21,174,504) Movements in working capital : Increase/ (decrease) in trade payables 3,829,593 4,196,701 Increase / (decrease) in long-term provisions (14,045,120) 29,238 Increase/ (decrease) in other current liabilities (19,350,747) 4,299,122 Decrease / (increase) in inventories 367,221 (729,788) Decrease / (increase) in trade receivables (3,059,994) (4,272,399) Decrease / (increase) in long-term loans and advances 113,592,323 4,507,522 Decrease / (increase) in short-term loans and advances (9,569,657) (3,901,637) Decrease / (increase) in other current assets 2,357,900 2,695,286 Cash generated from /(used in) operations 59,010,539 (14,350,458) Direct taxes paid (net of refunds) 22,927,223 - Net cash flow from/ (used in) operating activities (A) 81,937,762 (14,350,458) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (6,561,262) (1,267,235) Loss on sale of investment (73,833,247) - Sale of assets 33,305,753 5,270,582 Profit on sale of investment / redemption of MF 55,797 1,607,938 Profit on sale of assets 185,694,247 - Creditors no longer payable written back 242,189 - Interest received 7,362,473 16,281,592 Net cash flow from/ (used in) investing activities (B) 146,265,950 21,892,877 Cash flows from financing activities Proceeds from issuance of equity share capital Repayment of long-term borrowings (29,158,132) (7,834,616) Repayment of short-term borrowings - - Decrease / (increase) in non current investment 18,722,568 8,542,240 Interest paid (6,070,003) (5,898,722) Increase in Fixed Deposits Net cash flow from/ (used in) in financing activities (C) (16,505,567) (5,191,098) Net increase/(decrease) in cash and cash equivalents (A + B + C) 211,698,145 2,351,321 Cash and cash equivalents at the beginning of the year 13,530,994 11,179,673 Cash and cash equivalents at the end of the year 225,229,139 13,530,994 Components of cash and cash equivalents Cash on hand 48,650 213,460 With banks- on current account 203,279,336 830,317 With banks- in fixed deposit 21,901,153 12,487,217 Total cash and cash equivalents 225,229,139 13,530,994 Notes: 1) The standalone cashflow statement has been prepared in accordance with "Indirect Method" as set out in Indian Accounting Standards-7 on Statement on Cash Flows. 2) Refer note 2 of significant accounting policies. 3) Previous year figures have been rearranged/regrouped wherever necessary. The accompanying notes to the financial statements 2-36. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Place: Chennai Director Date: 30.05.2018 Din: 05166709
45 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Company Information: Accel Transmatic Limited (the company) is a public limited company domiciled in India and is listed in the Bombay stock exchange (BSE). The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land both freehold and leasehold at Trivandrum. 1. Statement of significant accounting policies and practices 1.1 Basis of preparation The standalone financaial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Company Rules, 2015 notified under section 133 of the Companies Act, 2013. For all period upto and including 31st March, 2017 the financial statements were prepared in accordance with acounting standards specified under section 133 of the Companies Act, 2013. First time adoption of Ind AS applied during the current year. The standalone financial statement have been prepared on the basis of historical cost and are presented in Indian Rupees (INR) which is also the functional currency of the Company. All amounts are rounded of to nearest rupee unless otherwise indiacted 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. Exceptional items By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters namely M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on transfer of shares amounting to Rs.7,38,33,247/- has been shown under Exceptional Items Scheme of Amalgamation National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 5th March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name of the Compnay to Accel Limited as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable. Composite Scheme of Arrangement / Amalgamation - "The Scheme" Pursuant to the scheme approved by the Members in the Court Convened General Meeting held on 27th November 2015, and sanctioned by the National Company Law Tribunal, (Chennai Bench) the entire business and all assets and liabilities of the following company / operations stand transferred and vested with the Company w.e.f. 01.04.2014 (the transfer date), as detailed below:
Particulars Name of the Company Nature of its business Date of Order
National Company Law Accel Limited Investment activities 22.03.2018 Tribunal, Chennai
46 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) The Scheme, accordingly have been given effect to in the accounts. In terms of the scheme, the business of transferor company is deemed to have been carried on by the Company with effect from the transfer date, namely 1st April 2014. The current years accounts includes the Assets and Liabilities of the transferor company taken over at book value and Income and Expenditure of the said company from the transfer date till 31st March 2015. As per the Scheme all the assets and Liabilities are consolidated under the pooling of Interest Method of Amalgamation as prescribed under AS-14 issued by the Institute of Chartered Accountants of India. As per the scheme of amalgamation, the Authorised capital of the company has been increased to Rs. 26 Crores, representing 10,50,00,000 equity shares of Rs. 2/- each and 50,00,000 redeemable cumulative preference shares of Rs.10/- each. Further, as per the Scheme, the face value of a share of the company has been reduced to Rs.2/- from Rs.10/- and all equity shareholders of the Company (TRANSFEREE Company ( except the shares held by the transferor company )will receive 1 share of Rs. 2/- each for every share held by them in the company, prior to the merger, and such entitlement will be after considering the reduction as above and ascertained as on the record date. The shareholders of the transferor company will receive 16 shares of Rs. 2/- each of the company for every share held by them in the transferor company as on the record date. The details of shares to be issued to the shareholders of both the companies as per the scheme of amalgamation are given below.
Description of the Number of shares of Share Holders of shares to be issued Rs.2/- each to be issue Accel Limited Equity 51,600,000
Accel Transmatic Limited Equity 5,407,401
Total 57,007,401 Effect on account of Amalgamation As per the Scheme of Amalgamation all the above liabilities of the Transferor Company business shall also be transferred to and / or deemed to be transferred without any further act, instrument or deed to the Transferee company pursuant to the provisions of Section 394 and other applicable provisions of the Act so as to become as and from the Transfer Date 01.04.2014 the debts, liabilities dues and obligations of the company. The transfer / vesting as aforesaid shall be subject to existing charges/hypothecation / mortgages (if any as may be subsisting) over or in respect of the Assets or any part thereof, provide however, if any reference in any security documents or arrangements to which the respective Transferor Companies to the Assets of the respective Transferor company offered or agreed to be offered as security for any financial assistance or obligations. The difference in value amounting to Rs.70,950,000/-towards shares allotted in the company to the shareholders of the transferor company as above, representing the purchase consideration thereof, over and above the Share capital of the transferor company, have been credited to the Reserves and Surplus under Capital Reserve Account of the merged company. An amount of Rs.3,16,96,900/- being cancellation of Equity shares and Preference shares held by the transferor company in the company net of cost of investment in the transferor company in these shares has been credited to the capital reserve account of the merged company. Income and expenses of the transferor company has been considered in statement of profit and loss account of the merged company as per the details given below: Financial Year Income Expenses 2014-15 254,133,627 75,174,054 2015-16 34,700,316 16,986,994 2016-17 27,957,845 18,187,885
47 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Fresh issue of shares to the shareholders of the company and the transferor company as per the scheme as above is in the process of being completed. The Name of the Company is being changed to Accel Limited 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. Differences between actual results and estimates are recognized in the period in which the results are known / materialized. 1.3 Revenue recognition: (i) Animation division 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 division (a) Revenue from sale of products are recoganised when significant risk and reward is passed on to the buyer, usually on delivery of the goods. The company collects value added taxes (VAT upto June 17 & GST From July 17 ) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue. (b) Revenue from services are usually recoganised based on the service performed in accordance with contractual terms. (iii) Rental income Revenue from renting out of moveable and immoveable properties are recognized on accrual basis. (iv) Interest Interest income is recoganised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head "Other Income" in the statement of profit and loss. 1.4 Fixed assets and depreciation: Fixed assets: (i) Property, Plant & Equipment Property, Plant & Equipment are stated at cost less accumulated depreciation and impairment, if any, in the value of the assets. Cost of fixed assets includes all incidental expenses and interest cost on borrowings where applicable, attributable to the acquisition of assets, up to the date of commissioning of the assets. Transition to Ind AS On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recoganized as at 1st April, 2016 measured as per the the previous GAAP and use that carrying value as the deemed cost of such property, plant and equiment. (ii) Leased assets A Lease is classified at the inception date as a Finance Lease or an Operating Lease . A Lease that transfers Substantially all the risks and rewards incidental to ownership to the company is classified as Finance Lease. 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. (iii) Intangible assets Intangible assets in the nature of software licenses are stated at cost and are amortized over the estimated useful life of one to five years, using straight line method as technically assessed.
48 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 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. Transition to Ind AS On transition to Ind AS, the Company has elected to continue with the carrying value of all of its intangible assets recoganized as at 1st April, 2016 measured as per the the previous GAAP and use that carrying value as the deemed cost of such intangible assets. (iv) Depreciation / amortization Depreciation on Property,Plant and Equipement is provided on straight line basis based on useful life of the asset as prescribed in Schedule II to the Companies Act, 2013, except in case of case of computer software for which life is technically estimated by the management as three years. Fixed assets individually costing Rs 5,000 or less are fully depreciated on purchase during the relevant year.Capital Work-in-prgress represents the spend for assets that are in the process of being developed. No depreciation is charged on these assets. Depreciation methods, useful lives and residual values are reviewed at each financial year end. Mangement estimate of Useful life in years Buildings 30.00 Plant & Machinery 15.00 Furniture & Fixtures 10.00 Computers & IT Equipment 3.00 Software Vehicles 5.00 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 year end 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. Provisions (Other Than Employee benefits) Provisions are recognised by the company when the Company has a present obligation legal or contractive as a result of a past event. When the Company expects some or all of a provision to be reimbursed the expense relating to a provision is presented in the finnacial statements net of any reimbursement.
49 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 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. 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 yearend, 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 Property, Plant & Equipment 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.
50 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 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. 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) Engineering Services: Inventories include raw materils, components , stock in trade, finished goods, stores and spares and work-in-progress Inventories of raw material,stock-in-trade are valued at the lower of cost and the net realisable value after prvoiding for obsolescence and other losses, where considered necessary. However materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost includes all changes in brining the goods to the point of sale. Cost is determined on weighted average cost basis. Inventoires of stores and spares are valued at lower of cost, net of provision for diminution in the value. Cost is determined on weighted average cost basis. Work-in-progress and finised gooods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a portion of the manufacturing overheads. Cost of finished goods includes excise duty and is determined on a weighted average basis. Net realizable value is the estimated selling prize in the ordinary course of the business, less estimated costs of completion and esitmated cost necessary to make the sale. 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.
51 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 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 Cash & Cash equivalents Cash & Cash equivalents in the balance sheet comprise Cash at banks , cash on hand & Cheques on hand, which are subject to an insignifiacnt risk of changes in value. 1.15 Cash Dividend and non-cash distribution to equity holders The company recognises a liability to make Cash contribution to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company. 1.16 Interest Expense Interest expense is recognised using effective interest method. In Calculating interest expense , the effective interest rate is applied to the amortised cost of the liability. 1.17 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. 1.18 First time adoption of Ind AS As stated in Note 2, these are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, including the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS Balance Sheet as at 01 April 2016 (the Company’s date of transition). In preparing its Ind AS balance sheet as at 01 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes. A. Ind AS optional exemptions 1. Deemed cost for property, plant and equipment and intangible assets Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their Previous GAAP carrying value. Determining whether an arrangement contains a lease Appendix C to the Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with the Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to avail of the above exemption. 2. Deemed cost for investments in subsidiary and associates The Company has elected to continue with the carrying value of all of its investments in subsidiary and associates recognised as of 01 April 2016 (transition date) measured as per the Previous GAAP as its deemed cost as at the date of transition.
52 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) B. Ind AS mandatory exceptions 1. Estimates The estimates at 1 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to refflect any differences in accounting policies) apart from the following items where applications of Indian GAAP did not require estimation : - Fare valuation of financial instruments carried at FVTPL and /or FVOCI. - Impairment of financial assets based on the expected credit loss model. - Determination of the discounted value for financial instruments carried at amortised cost. The estimates used by the Company to present these amount in accordance with Ind-AS reflect condition at 1 April 2016, the date of transaction to Ind-AS and as of 31 March 2017. 2. Classification and measurement of financial assets and liabilities Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable 3. De-recognition of financial assets and liabilities Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transaction to Ind AS. However, Ind AS 101 allows a first time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from the date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financials assets and liabilities derecognised as a result of past transaction was obtained at the time of initially accounting for those transactions. The Company has elected to apply the de-recognition provisions of Ind-AS 109 prospectively from the date of transition to Ind-AS. 4. Other comprehensive income Items of income and expense that are not recognised in profit and loss are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes re-measurements of defined benefit plans, foreign exchange differences arising on translation of foreign operations etc. The concept of other comprehensive income did not exist under previous GAAP. 1.19 Consequent to the merger of M/s Accel Ltd, with the Company as approved by NCLT vide its order dated 05.03.2018 effective from 01.04.2014 the previous year figures represents the figures of the merged entity as at 31st March, 2017. 1.20 Previous year's figure have been regrouped, recasted and rearranged wherever necessary, to suite the current period layout.
53 (formerly knownas“ A
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended C 31st March, 2018 C (All amounts are in Indian Rupees, unless otherwise stated) E L
2. Property ,Plant and Equipment and Capital Work in Progress L
2.A Property,Plant and Equipment I M I T E Accel T D
r ansmatic Limited”) 54 Annual R eport 2017-2018 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) i) Lease Hold Land Land under Fixed Assets includes Rs.67.60 lacs being the value of land allotted and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construction of building to house its operations for which the registration formalities 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 time frame agreed on account of the difficult scenario being faced by the Animation Industry in general and the company in particular. KINFRA , in the meantime has changed the status of the SEZ from Animation to include IT/ITES also. This has been approved by the Ministry of Industries & Commerce vide its letter dated 7th February 2012 . The company is taking steps in consultation with KINFRA, to obtained a Co-developer status and develop the land. ii.) 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 Intellectual Property Rights (IPR) of the company within the meaning of Accounting Standard – 28 on Impairment of Assets issued under Companies (Accounting Standards) Rules 2006, considering the revenue earning potential of the company and based on the estimated future cash flows upon crystallization of enquiries received by the company for the intellectual property rights carried in the books as intangible assets. iii.) Fixed assets , capital work in progress & Inventory of intangible assets The animation division of the company is engaged in the development of Animation contents, which can be under a service / co production contract or for creating its own IPR. The cumulative expenses incurred under co production and IPR creation activities are carried forward under capital work-in- progress, till the assets are ready for commercial exploitation. The expenses incurred under service contracts are carried forward as work in progress inventories till the milestone billing are achieved. As a result Rs. Nil (PY Nil)are carried forward in the Accounts as at the year end. During the year under review Rs.7,32,052/- has been incurred towards developmental expense for Gandhipuram land location at Thiruvananthapuram. The Closing work in progress stands at Rs.17,41,666/- iv.) Land & Building a. During the year under review the Company has disposed of land and building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft). The resultant profit arising out of this transaction is reflected in other income. b. The company has created a mortgage on one office building, in favour of the bank, towards banking facilities extended by the bank, to a subsidiary company.
55 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
3. NON CURRENT ASSETS - FINANCIAL ASSETS - INVESTMENTS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Quoted Shares In Associates
Accel Frontline Ltd.-Nil (42,81,194) equity share of Rs.10/- each - - 66,692,932 Refer note (ii)
Accel Tele. Net Ltd - 39,000 (80,070) Equity shares of Rs.10/- each 1 1 In Others
Pittsburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) -500 (500) 2,165 2,165 equity share of Rs.10/- each (Market value as on 30-03-18 could not be given on account of lack of details)
NIIT Limited - 1,000 (1000) Equity Shares of Rs.10/- each (Market 21,757 21,757 Value as on 30-03-18 (Source BSE) Rs.1,04,650/-) Un Quoted In Subsidiary
Accel Media Ventures Limited - 4,005,500(3,437,500) Equity shares 44,277,102 26,513,102 of Rs.10 each Accel Systems Group, Inc - 2,166,000 (2,166,000) Equity shares 1 1 of no face value
Cetronics Technologies P Ltd - 25000(Nil) Equity shares of Rs.100 each 5,000,000 -
Investment in Mutual Funds
Investment in MF / Debt Funds 29,514,936 4,308,572
78,815,962 97,538,530
(i) Investments in subsidiary and associates are stated at cost using the exemption provided as per Ind AS 27 "Separate Financial Statements" (ii) The investment includes investment in Accel Frontline Limited(AFL) an erstwhile subsidiary company, which became a subsidiary of the JV partner, CAC Holdings Corporation, Japan, (CAC) and as a part of this arrangement , the company had signed a Shareholders’ agreement with AFL and CAC and the company also had given certain Representations and Warranties and also given Indemnities. The JV Arrangement resulted in certain disputes in respect of Representation and Warranties and on account of litigation before NCLT as well as SIAC between parties , a settlement was arrived at between the Parties, warranting the company to transfer its balance holding in AFL, without any consideration, to a Trust during the financial year 2017-18, AFL being the beneficiary.
56 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 4. NON CURRENT ASSETS - FINANCIAL ASSETS - OTHER FINANCIAL ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(Unsecured Considered Good) (a) Security Deposits 7,920,469 8,040,015 (b) Inter Corporate Deposits 54,200,000 190,600,000 62,120,469 198,640,015 5. CURRENT ASSETS - INVENTORY As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Raw materials 1,055,961 1,081,195 Work - in Progress - 341,987 Finished Goods - - 1,055,961 1,423,182 6. CURRENT ASSETS - TRADE RECEIVABLES As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(Unsecured Considered Good) Outstanding for less than 6 months - 7,237,506 Less: Provision - - Others - - Total - 7,237,506 (Unsecured Considered Doubt full ) Outstanding for more than 6 months 40,112,296 29,814,796 Less: Provision (29,814,796) (29,814,796) Total 10,297,500 - Grand Total 10,297,500 7,237,506 7. CURRENT ASSETS - CASH & CASH EQUIVALENTS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
a. Cash on hand 48,650 213,460 b. Balances with banks In current accounts 203,279,336 830,317 Other Bank balances Demand deposits (less than 3 months maturity) - - Long terms deposit with maturity more than 3 months but less - - than 12 months Fixed Deposits 21,901,153 12,487,217 225,229,139 13,530,994
57 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 8. CURRENT ASSETS - OTHER FINANCIAL ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(Unsecured Considered Good) (a) Loans and advances to employees 50,000 - (b) Prepaid expenses 57,305 58,605 (c) Balances with government authorities 28,698,921 29,279,130 (d) Travel & Trade advances 2,015,749 2,375,000 (e) Other Receivable 227,203 5,268,515 (f) MAT Credit Entitlement 41,000,000 25,500,000 (g) Gratuity Fund 171,854 373,008 72,221,032 62,854,258 9. OTHER CURRENT ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(a) Unbilled revenue - - (b) Acrrued Income 98,631 2,456,531 98,631 2,456,531 10. EQUITY SHARE CAPITAL As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Authorized Share Capital 105000000 (105000000) Equity Share of Rs.2 each (Rs. 2 each ) 210,000,000 210,000,000 5000000 (5000000)10% Cumulative Redeemable Preference 50,000,000 50,000,000 shares of Rs. 10/- each 260,000,000 260,000,000 Issued, Subscribed and Paid up Capital 57007401 (57007401) Equity Shares of Rs.2/- (Rs.2/-) each Fully Paid up 114,014,802 114,014,802 114,014,802 114,014,802 a. Reconciliation of Equity Shares outstanding at beginning and end of the year 31.03.2018 31.03.2017 Equity Shares Number Rs. Number Rs. At the beginning of the year 57,007,401 114,014,802 57,007,401 114,014,802 Issued During the year - - - - Outstanding at the end of the year 57,007,401 114,014,802 57,007,401 114,014,802 b. Terms / rights attached to equity shares Equity shares The company has one class of equity shares having a par value of Rs. 2 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.
58 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) c. Details of shareholders holding more that 5% shares in the company 31.03.2018 31.03.2017 Number % Holding Number % Holding in the class in the class N R Panicker 27,770,810 48.72 27,770,810 48.72 Sreekumari Panicker 6,500,000 11.40 6,500,000 11.40 Shruthi Panicker 6,506,851 11.41 6,506,851 11.41 Ganesh R 4,908,877 8.61 4,908,877 8.61 Equity Share of Rs. 2 each each fully paid
d. During the period of five years immediately preceding the date at which the Balance Sheet is prepared , the Company has not - alloted fully paid up shares prusuant to contract without payment being received in cash. - alloted fully paid up shares by way of bonus shares and - brought back shares 11. OTHER EQUITY As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Capital Reserve Balance as per the last financial statements 68,448,280 68,448,280 Closing Balance 68,448,280 68,448,280 Capital Redemption Reserve Balance as per the last financial statements 26,930,000 26,930,000 Closing Balance 26,930,000 26,930,000 Securities Premium Balance as per the last financial statements 14,425,375 14,425,375 Closing Balance 14,425,375 14,425,375 Surplus / (Deficit) in Statement of Profit and Loss Balance as per the last financial statements 185,201,606 204,465,059 Add: Profit / (Loss) for the year 87,614,024 (19,263,453) 272,815,630 185,201,606 382,619,285 295,005,261
12. NON CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Term loans from banks (in INR) (i) Asset Backed Loan - 30,966,798 (ii) HP Loan 3,795,756 729,146 (iii) Over Draft / Loan Against FD 9,011,836 10,269,778 12,807,592 41,965,722
59 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Details of Security (i) Asset Backed Loan (a) The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee by the Company and personal guarantee by the Promoter Director. ABL has fully being repaid before close of year ended 31st March, 2018. (b) Closure of Loans: The Asset Backed Loans has been fully repaid on 06-11-2017 and the overdraft / loan was a availed form The Federal Bank Limited, RM Nagar, Chennai secured against fixed deposit of RS.1 Crore. ( c) Charge Creation: The charge against Asset Backed Loan as per MCA database has been closed on 04-01-2018 (ii) HP Loan The HP Loan is availed from Kotak Mahindra Prime and The Federal Bank Limited Secured against Vehicle purchased against the respective loan. 13. NON CURRENT LIABILITIES - PROVISIONS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Leave Encashment (Unfunded) 65,652 59,034 Provision for Taxation 15,500,000 29,551,738 15,565,652 29,610,772 14. CURRENT LIABILITIES - TRADE PAYABLES As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Dues to Micro, Small & Medium Enterprise - - Others 11,506,766 5,118,253 For Goods & Services 3,888,535 6,447,454 Other payable 15,395,301 11,565,707 Dues to Micro , Small & Medium Enterprises The company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2018 , disclosures relating 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. 15. OTHER CURRENT LIABILITES As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Current Maturity in Long Term Borrowings 1,101,501 9,250,571 Statutory Dues 3,346,897 3,443,546 Advances received - 6,129,355 Rental Deposit 2,725,020 7,707,836 7,173,418 26,531,308 16. CURRENT PROVISIONS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Leave Encashment 9,019 1,876 9,019 1,876
60 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 17. REVENUE FROM OPERATIONS
For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Animation Services Sofware Services - Exports 840,153 4,022,643 Sofware Services - Domestic 384,567 210,711 1,224,720 4,233,354 Engineering Services Manufacturing Sales- Gross 6,901,038 5,770,439 Less: Excise Duty 103,342 644,857 Manufacturing Sales- Net 6,797,696 5,125,582 Service Income 40,299 2,574,735 68,379,995 7,700,316 Other Operating Income 11,221,593 12,893,040 19,284,308 24,826,710
(i) Revenue from operations, computed in accordance with IndAS "Revenue", for the current year is not comparable with previous year since the same is net of Goods & Service Tax (GST) whereas excise duty form part of expenses in previous year and current year (upto 30th June, 2017) 18. OTHER INCOME
For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Interest Income 7,362,473 16,281,592 Profit on sale of Fixed Assets 185,694,247 4,261,851 Profit on Redemption of Mutual Funds 55,797 1,607,938 Creditors No Longer Required Written Back 242,189 3,900,459 Misc Income 749,155 37,795 194,103,861 26,089,635
(Iprofit on sale of asset represents profit arrising out of sale of Land and Building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft) 19. COST OF SERVICES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Cost of Services - Animation Services 1,199,675 6,654,590 Cost of Services - Engineering Services 1,020,000 1,020,000 2,219,675 7,674,590
61 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
20. COST OF MATERIALS CONSUMED For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Opening Stock 1,423,182 693,394 Add: Purchases 4,758,200 4,392,424 Less: Closing Stock 1,055,961 1,081,194 5,125,421 4,004,624
Changes in Inventories of Finished Goods , WIP For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Stocks at the beginng of the year : Work-in-progrees - - Finished Goods - - Total-A - - Stocks at the end of the year : Work-in-progrees - 341,987 Finished Goods - - Total-B - 341,987 (Increase)/Decrease in stocks(A-B) - (341,987)
21. EMPLOYEE BENEFITS EXPENSES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Salaries & Wages 9,172,413 7,024,670 Contribution to Provident and other welfare funds 334,747 259,814 Staff Welfare Expenses 280,476 429,232 Gratuity 99,714 (259,279) Leave Encashment 13,761 30,114 9,901,111 7,484,551
62 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 22. OTHER EXPENSES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Rent 2,382,172 3,510,274 Power and fuel 711,589 655,205 Insurance 71,151 67,360 Foreign Exchange Loss/(Gain) - Net 34,479 84,127 Rates & taxes 739,513 1,461,863 Repair and maintenanace Repair to building 431,961 2,645,562 Repair to machinery 68,252 - Others 1,885,619 3,503,576 Travelling & conveyance 999,047 1,464,122 Printing and stationery 320,584 312,752 Postage, telegram & telephone 316,608 292,676 Consultancy charges 7,623,261 10,991,432 Payment to auditors - - Auditor Remuneration 280,000 326,500 Assets written off - 3,745,599 Miscellaneous expenses 644,559 995,699 Packing and forwarding charges 101,035 254,849 Advertisement 127,514 - Marketing & distribution expenses 81,998 87,424 16,819,342 30,399,019
23. DEPRECIATION & AMORTIZATION For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Depreciation & Amortization 10,523,567 14,772,172 10,523,567 14,772,172
24. FINANCE COST For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Interest Expenses On Term Loans 1,475,629 5,874,948 On Statutory Payments 1,180,336 425,959 On Other Payments 3,847,506 - On HP Loans 720,014 - Bank charges and commission 26,854 23,774 7,250,339 6,324,681
63 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 25. EXCEPTIONAL ITEMS For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Loss on transfer of investments 73,833,247 - 73,833,247 -
(Iby way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on disposal of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items. 26. Tax Expenses 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 substantively enacted by the Balance Sheet date The net Deferred Tax Asset at the year end is not recognized as a matter of prudence. For the year ended For the year ended Particulars 31st March, 2018 31st March, 2017 Income tax recoganised in the statement of profit or loss Current Income Tax -Current Tax 15,500,000 - Income Tax expenses reported in the 15,500,000 - statement of profit or loss 27. Earnings per Share Particulars 31.03.2018 31.03.2017 Profit / (Loss) after tax 87,715,467 (19,401,305) Add : Exceptional Item 73,833,247 - Profit / (Loss) before Exceptional Item 161,548,714 (19,401,305) Weighted average number of equity shares 57,007,401 57,007,401 Basic & Diluted earnings per share with Exceptional Item 1.54 (0.34) Basic & Diluted earnings per Share without Exceptional Item 2.83 (0.34)
28. Group Information The Company has following investment, in subsidiary and associates % of Ownership Principal Place Company Relationship As at As at As at of Business 31-03-18 31-03-17 01-04-17 Accel Media Venutres Ltd India Subsidiary 76.76 76.39 76.39 Accel Systems Group INC, USA USA Subsidiary 100.00 100.00 100.00 Centronics Technologies P Ltd India Subsidiary 58.82 - -
64 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 29. Contingent Liabilites and Commitments (to the extent not provided for) (Rupees in Lacs)
DESCRIPTION 31.03.2018 31.03.2017
Outstanding bank guarantees / letter of Credits - 1.10 Income Tax Demands 136.11 136.11 Service tax 16.61 16.61 Customs 33.88 33.88 PF & Others 36.28 36.28 30. Employee Benefit Obligations 1. Defined Contribution Plan Expenses Recognized during the period As on Paticulars 31.03.2018 31.03.2017
In income statement 9,747 16,455 in Other comprehensive income (11,476) (137,882) Total expenses recognised during the year (1,729) (121,427) Assets and Liability (Balance sheet position) As on Paticulars 31.03.2018 31.03.2017
Present value of obligation 70,149 40,263 Fair value of Plan Assets 444,886 413,271 Surplus / (Deficit) 374,737 373,008 Effects of Asset Ceiling, if any - - Net Asset/(Liability) 374,737 373,008 Changes in the present value of obligation (Gratuity) for the period ending Paticulars 31.03.2018 31.03.2017
Present Value of Obligation as at the beginning 40,263 130,194 Current Service Cost 36,957 36,567 Interest Expense or Cost 2,937 10,408 Re-measurement (or Actuarial) (gain) / loss arising from: Change in financial assumptions (3,697) 3,696 Change in demographic assumptions - - Experience variance (i.e. Actual experience vs assumption) (6,311) (140,602) Others - - Past service cost - - Effect of change in foreign exchange rates - - Benfits paid - - Acquisions adjustment - - Effect of business combinations or deposits 70,149 40,263 Present value of obligation as at the end
65 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
Bifurcation of Net Liability for the period ending Paticulars 31.03.2018 31.03.2017
Current Liability (Short term) - - Current Asset (Short Term) (374,737) (373,008) Non-current Liability (Long term) - - Net Liability (374,737) (373,008) Expenses Recognised in the Income Statement for the period ending Paticulars 31.03.2018 31.03.2017
Current Service cost 36,957 36,567 Past Service Cost Loss/(Gain) on settlement Net Interest Cost / (Income) on the Net Defined Benefit Liability/(Asset) (27,210) (20,112) Expenses Recognised in the Income Statement 9,747 16,455 Other Comprehensive Income for the period ending Paticulars 31.03.2018 31.03.2017
Acturial (gasins) / los ses Change in demographic assumptions Change in financial assumptions (3,697) 3,696 experience variance (i.e. Actual experience vs assumptions) (6,311) (140,602) others Return on plan assets, excluding amount recognised in net (1,468) (976) interest expense Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of asset ceiling Components of defined benefit costs recognised in other (11,476) (137,882) comprehensive income Demographic Assumptions The principal demographic assumptions used in the valuation are shown in the table below As on Paticulars 31.03.2018 31.03.2017
Mortality rate (% of IALM 06-08) 100% 100% Normal retirement age 55 years 55 years Attrition / Withdrawal rate (per annum 2% 2%
Sensitivity Analysis Significant actuarial assumptions for the deteminationof the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
66 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Paticulars 31.03.2018 31.03.2017
Defined Benefit Obligation (Base) 70,149 40,263
31.03.2018 31.03.2017 Paticulars Decrease Increase Decrease Increase Discount Rate (- / + 1%) 79,925 61,897 46,401 35,117 (% change compared to base due to sensitivity) 13.90% -11.80% 15.20% -12.80% Salary Growth Rate (- / + 1%) 61,628 80,096 34,968 46,484 (% change compared to base due to sensitivity) -12.10% 14.20% -13.20% 15.50% Attrition Rate (- / + 50% of attrition rates) 69,772 70,273 40,633 39,774 (% change compared to base due to sensitivity) -0.50% 0.20% 0.90% -1.20% Mortality Rate (- / + 10% of mortality rates) 70,067 70,230 40,214 40,311 (% change compared to base due to sensitivity) -0.10% 0.10% -0.10% 0.10% 31. Related Party Disclosure Subsidiaries Accel Media Venutres Ltd Accel systems Group Inc, USA Cetronics Technologies P Ltd Key Management Personnel (KMP): N R Panicker Chairman & Managing Director A Ramanathan Company Secretary & GM Finance (upto 14-11-2017) Bharath Kurup Company Secretary (w.e.f : 14-11-2017 to 18-05 2018) Sreekumari Panicker Spouse of N R Panicker Companies Controlling Key management Particulars of Transactions with related parties under commom Company management personnel Receipt of Share of Expenses 679,311 - - Rent Receipts 1,800,000 - - Interest Paid - - - Finance (including loans & equity contribution in 15,264,000 - - cash or in kind) Remuneration / CLA to Whole Time Director - - 4,179,600 Trade Payables - - Remuneration to Company Secretary - - 1,299,558 Rent Paid 900,000 32. Derivatives Particulars 31.03.2018 31.03.2017 Category wise quantitative data about Derivative instruments outstanding at the Balance sheet date Nil Nil Purpose of Hedging Not Applicable Not Applicable Foreign Currency Exposure that are not hedged by a derivative Nil Nil Instrument or otherwise: Due to creditors Nil Nil Due from Debtors EUROS 4852 EUROS 37165
67 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 33. Segment Reporting (Rupees in Lacs) Revenue by Industry segment 31.03.2018 31.03.2017 Animation 12.46 47.22 Engineering Services 68.38 77.00 Total segment Revenue 80.84 124.22 Segment Results Animation (111.30) (323.96) Engineering Services (12.10) 13.86 TOTAL (123.40) (310.10) Less : Interest ( Net ) 72.50 50.64 Add: Unallocated Income 1,073.05 166.73 Total Profit / ( Loss ) before tax 877.15 (194.01) Capital Employed Segment Assets - Segment Liabilities Animation 158.91 2,052.38 Engineering Services 28.76 9.69 Unallocated Segment Assets less unallocated Segment Liabilities 4,780.71 2,028.13 Total 4,968.37 4,090.20
34. Dividend The Board of directors of the Company in its meeting held on 30th May 2018 has declared an interim dividend of 20% (Rs.0.40 per equity share) to equity shareholders amounting to Rs.22,802,960.40 and the same will be paid out of the profits of the company for the year ending 31st March 2018 subject to DDT. 35. Financial risk management The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land in the factory area located at Sreekariyam, Trivandrum. The company has exposure to the following risks: (1) Credit Risk (2) Liquidity Risk (3) Market Risk (1) Credit Risk Credit risk is a risk that counter party will not meet its obligation under the financial insturment or cusomter contract leading to financials loss. This risk consists primarly of default being experienced in trade receivables. The Company has provided for expected losses and hence there is no significant credit risk to the company. Before accepting any new customer, Company asses the potentiial customer's credit quality. (2) Liquity Risk Referes to risk the company cannot meet its financial obligations. Since the Company has access to varity soruces of funding and is also continously monitoring actual cash flows, this is not a significatn risk to the company.
68 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
(3) Market Risk Market risk is that the fair value of the future cash flows of financails instrument will flucate because of changes in market price. However this is not a significant risk since the company has provided in the books the flucatation in market price of financial instruments as on the date of balance sheet for Mutual Funds. 36.GENERAL The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 01 April 2016 included in these Standalone Ind AS Financial Statements, are based on the previously issued Statutory Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 25 May 2017 and 14 July 2016 respectively expressed an unmodified opinion on those Standalone Financial Statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by statutory auditors. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the board of directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Place: Chennai Dr. Ramchand Date: 30.05.18 Director DIN: 05166709
69 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS To, The Shareholders, M/s. Accel Transmatic Limited Chennai. Report on the Consolidated Ind AS Financial Statements: We have audited the accompanying consolidated Ind AS financial statements of M/s. Accel Transmatic Limited (“the Holding company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group” ) comprising the consolidated Balance Sheet as at 31 March 2018, the consolidated Statement of Profit and Loss, the Consolidated Statement of changes in Equity, the consolidated Statement of Cash Flow for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Consolidated Ind AS Financial Statements”). Management’s Responsibility for the Consolidated Ind AS Financial Statements: The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS Financial Statements in terms of the requirements of the Companies Act, 2013 (“hereinafter referred to as the Act”) that give a true and fair view of the consolidated State of affairs, Consolidated Profit and Other Comprehensive Income, Consolidated Statement of changes in Equity and consolidated Cash Flow of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with relevant rules thereunder. The respective Board of Directors of the companies included in the Group are responsible for maintenance adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Group and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. Auditor’s Responsibility: Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, that whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the holding Company’s board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the “Other matter” paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
70 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Opinion In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated financial position of the Group, its financial performance including other Comprehensive Income, its changes in consolidated equity and its consolidated cash flows for the year ended on that date. Other Matters a) The comparative financial information of the Group for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st April 2016 included in these Consolidated Ind AS financial statements, are based on the previously issued Statutory Financial statements prepared in accordance with the Companies (Accounting Standards) Rules,2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017 and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us. b) We did not audit the financial statements/ financial information of two subsidiaries, whose financial statements reflect total assets of Rs 252.45 lakhs as at March 2018, total revenues of Rs 579.49 million and net cash outflows amounting to Rs 3.61 lakhs for the year then ended, as considered in the consolidated financial statements. The consolidated financial statements also include the Groups share of net loss of Rs.459.67 lakhs for the year ended 31-3-2018 as considered in the consolidated financial statements, whose financial statements have not been audited by us. These financial statements/ financial information have been audited by other auditors whose report have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and the disclosures included in respect of the subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report of the other auditors. Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of this matter with respect to our reliance on the work done and the reports of the other auditors. c) As stated in note no 2 (iii), the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs 2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company. Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements and the other financial information of the subsidiaries , as noted in the ‘Other Matter’ paragraph, we report, to the extend applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements; b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors; c) the consolidated balance sheet, the consolidated statement of profit and loss, the Consolidated Statement of changes in the equity and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements ;
71 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder, e) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2018 taken on record the Board of Directors of the Holding Company and the relevant assertion containing the audit report on the stand alone financial statement of each subsidiary company, none of the Directors of the Group companies is disqualified as on 31st March 2018 from being appointed as a Director of that company in terms of Section 164(2) of the Act, f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such control, refer to our separate report in Annexure A; and g) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us and based on the consideration of the reports of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other Matter ‘paragraph: i. the Group has disclosed the impact of pending litigations of Rs.223.88 laks in the form of contigent liabilities not provided for in the consolidated financial statements. ii. the Group did not have any long –term contracts including derivative contracts for which there were any material foreseeable losses; and iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group. for M/s. VIJAYAKUMAR & EASWARAN CHARTERED ACCOUNTANTS FIRM REG.No.004703S SAM KURUVILLA B.Com FCA Place: Trivandrum PARTNER Date: 30-05-2018 M.No.218095
Annexure -A to INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF ACCEL TRANSMATICS LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”). In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2018, we have audited the internal financial controls over financial reporting of M/s. Accel Transmatic Limited, (“the Holding company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group”). Management’s Responsibility for Internal Financial Reporting The respective Board of Directors of the companies included in the group are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Group's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.
72 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of the report referred to in the “Other matter” paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Holding company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. for M/s. VIJAYAKUMAR & EASWARAN CHARTERED ACCOUNTANTS FIRM REG.No.004703S
SAM KURUVILLA B.Com FCA PARTNER M.No.218095 Place: Trivandrum Date: 30-05-2018
73 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Consolidated Balance Sheet as at 31st March, 2018 As at As at Particulars Note 31 Mar 2018 31 Mar 2017 ASSETS Non-Current assets Property, Plant and Equipment 2A 95,460,048 147,118,586 Intangible Assets 2B 31,262,097 18,597,558 Capital Work In Progress 2C 4,557,742 1,009,614 Financial Assets - Investments 3 33,193,879 87,114,196 - Other Financial Assets 4 70,110,471 207,348,164 Total Non-Current Assets 234,584,237 461,188,118 Current Assets Inventory 5 1,055,961 1,423,182 Financial Assets - Trade Receivables 6 15,466,326 12,525,072 - Cash and Cash Equivalents 7 226,935,220 14,876,140 - Other Financial Assets 8 81,002,284 64,660,684 Other Current Assets 9 13,724,631 14,231,549 Deferred Tax Asset 10 61,300 - Total Current Assets 338,245,722 107,716,627 TOTAL ASSETS 572,829,959 568,904,745 EQUITY AND LIABILITIES Equity Equity Share Capital 11 114,014,802 114,014,802 Other Equity 12 276,712,281 218,948,409 Total equity 390,727,083 332,963,211 Equity attributable to the owners of the company 390,727,083 332,963,211 Non controlling interest 5,792,578 5,274,680 Non-Current Liabilities Financial Liabilities - Borrowings 13 18,599,719 46,159,071 Provisions 14 15,922,780 29,901,004 Total non-current liabilities 34,522,499 76,060,075 Current Liabilities Financial Liabilities - Borrowings 15 95,749,850 12,471,685 - Trade Payables - Micro and small enterprises - Others 16 25,960,186 103,645,011 - Other Financial Liabilities Other Current Liabilities 17 20,067,718 38,479,102 Provisions 18 10,045 10,981 Total current liabilities 141,787,799 154,606,779 Total Liabilities 6,310,298 230,666,854 TOTAL EQUITY AND LIABILITIES 572,829,959 568,904,745 Significant Accounting Polices 1 The accompanying notes to the financial statements 2-39. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Place: Chennai Director Date: 30/05/2018 Din: 05166709
74 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Consolidated Statemet of Profit & Loss Account for the year ended 31st March, 2018 Year ended Year ended Particulars Note 31 Mar 2018 31 Mar 2017 Revenue from Operations 19 77,424,275 58,495,085 Other Income 20 193,913,286 26,597,554 Total Revenue 271,337,561 85,092,639 Expenses:- Cost of Services 21 53,779,157 7,674,590 Cost of Materials Consumed 22 5,125,421 3,662,637 Employee Benefits Expense 23 11,415,115 41,119,724 Other Expenses 24 50,996,635 46,179,806 Total expenses 121,316,328 98,636,757 Earning before interest, tax, depreciation, amortisation and exceptional items (EBITDA) 150,021,233 (13,544,118) Depreciation & Amortisation 25 20,243,151 18,082,068 Finance cost 26 9,423,497 7,970,487 Profit / (Loss) before exceptional items and tax 120,354,585 (39,596,673) Exceptional items (78,259,670) - Profit / (Loss) before tax 42,094,915 (39,596,673) Tax Expense: Current tax 27 15,500,645 - MAT Credit (15,454,860) - Excess/(Short) Tax Provision for earlier years Profit / (Loss) for the year 42,049,130 (39,596,673) Profit for the year attributable to Owners of the Company 51,829,709 (34,951,124) Non Controlling Interest (9,780,579) (4,645,549) Other Comprehensive Income (OCI) (A) Items that will not be reclassified to statement of Profit and Loss (401,171) 137,852 (i) Remeasurement benefit of defined benefit plans (ii) Income tax expense on remeasurement benefit of defined benefit plans Total Comprehensive Income for the Year 41,647,959 (39,458,821) Earnings Per Share Basic - Par Value of INR Rs.2/- per share (with exceptional item) 0.74 (0.69) Diluted - Par Value of INR Rs.2/- per share (with exceptional item) 0.74 (0.69) Basic - Par Value of INR Rs.2/- per share (without exceptional item) 2.11 (0.69) Diluted - Par Value of INR Rs.2/- per share (without exceptional item) - - Significant Accounting Polices 1 The accompanying notes to the financial statements 2-39. As per our report of even date attached
For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Place: Chennai Director Date: 30.05.2018 Din: 05166709
75 (formerly knownas“ A
Consolidated Statement of Changes in Equity for the year ended 31st March, 2018 C A. EQUITY SHARE CAPITAL C E L
Equity Share
Particulars L Capital I M Balance at the beginning of 01-04-16 114,014,802 I
Changes in equity share capital during the year - T E
Balance at the end of 31-03-2017 114,014,802 Accel T D Balance at the beginning of 01-04-17 114,014,802
Changes in equity share capital during the year - r
Balance at the end of 31-03-2018 114,014,802 ansmatic Limited”)
b. OTHR EQUITY Reserves & Surplus Items of other comprehensive Reserves & Surplus income Surplus Remeasurement Particulars Capital Total Attributable Attributable to Capital Securities / (Deficit) of employee Redemption of owners non controlling Reserve Premium in Statement of benefit Reserve of the Company interest Profit and Loss obligation
Balance at the beginning of 01-04-16 68,448,280 26,930,000 15,458,313 147,708,490 253,270,403 5,274,680 76 Loss for the year (34,951,124) (34,951,124) (4,645,549) Attributable to non controlling interest (4,645,549) Other Comprehensive Income - Balance at the end of 31-03-2017 68,448,280 26,930,000 15,458,313 108,111,816 - 218,319,278 629,131 Balance at the beginning of 01-04-17 68,448,280 26,930,000 15,458,313 108,111,816 - 218,319,278 629,131 Profit for the year 51,829,709 51,829,709 (9,780,579) Other Comprehensive Income - Addition during the year 15,714,742 15,714,742 Attributable to non controlling interest (9,780,579) Balance at the end of 31-03-2018 68,448,280 26,930,000 31,173,055 150,160,946 - 285,863,730 (9,151,448)
The notes form an integral part of these financial statements. As per our report of even date attached
Annual R For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan eport 2017-2018 Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Place: Chennai Director Date: 30.05.2018 Din: 05166709 ` ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Consolidated Cash Flow Statement for the year ended 31st March, 2018 (All amounts are in INR unless otherwise stated) Particulars 31 Mar 2018 31 Mar 2017 Profit before tax 42,094,915 (39,596,673) Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ Amortization 20,243,151 18,082,068 Provision for Doubtful debts - - Creditors no longer payable written back (742,189) (3,900,459) Profit on sale of assets (185,682,713) (4,576,650) Loss on sale of investment 78,259,670 - Profit on sale of investment / redemption of MF / Other Comprehenisve income (55,797) (1,607,938) Interest expense 9,423,497 7,970,487 Interest income (7,362,473) (16,418,740) Operating profit before working capital changes (43,821,939) (40,047,905) Movements in working capital : Increase/ (decrease) in trade payables (77,166,927) 92,237,980 Increase / (decrease) in long-term provisions (13,978,224) 318,470 Increase/ (decrease) in other current liabilities (18,411,384) (70,769,702) Decrease / (increase) in inventories 367,221 (729,788) Decrease / (increase) in trade receivables (2,941,254) (8,130,961) Decrease / (increase) in long-term loans and advances - Decrease / (increase) in short-term loans and advances (16,341,600) 8,230,536 Decrease / (increase) in short-term provisions 936 25,019 Decrease / (increase) in other current assets 506,918 (9,079,761) Cash generated from /(used in) operations (171,786,254) (27,946,111) Direct taxes paid (net of refunds) - Net cash flow from/ (used in) operating activities (A) (171,786,254) (27,946,111) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (25,199,850) (14,991,145) Loss on sale of investment (78,259,670) - Sale of assets 56,069,655 387,639 Profit on sale of investment / redemption of MF 55,797 1,607,938 Profit on sale of assets 185,682,713 4,576,650 Creditors no longer payable written back 742,189 3,900,459 Interest received 7,362,473 16,418,740 Net cash flow from/ (used in) investing activities (B) 146,453,307 11,900,281 Cash flows from financing activities Proceeds from issuance of equity share capital ( Preference Share Capital ) - - Repayment of long-term borrowings (27,559,352) (11,828,763) Repayment of short-term borrowings 83,278,165 12,471,685 Decrease / (increase) in non current investment 191,096,710 20,718,499 Interest paid (9,423,497) (7,970,487) Increase in Fixed Deposits Net cash flow from/ (used in) in financing activities ( C) 237,392,026 13,390,934
Net increase/(decrease) in cash and cash equivalents (A + B + C) 212,059,080 (2,654,897) Cash and cash equivalents at the beginning of the year 14,876,140 17,531,037 Cash and cash equivalents at the end of the year 226,935,220 14,876,140
Components of cash and cash equivalents Cash on hand 271,253 213,460 With banks- on current account 204,762,814 2,175,463 With banks- in fixed deposits 21,901,153 12,487,217 Total cash and cash equivalents 226,935,220 14,876,140 Notes: 1) The cashflow statement has been prepared in accordance with "Indirect Method" as set out in Indian Accounting Standards-7 on Statement on Cash Flows. 2) Refer note 2 of significant accounting policies. 3) Previous year figures have been rearranged/regrouped wherever necessary. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Dr Ramachand Place: Chennai Director Date: 30.05.2018 Din: 05166709 `
77 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Company Information: Accel Transmatic Limited (the company) is a public limited company domiciled in India and is listed in the Bombay stock exchange (BSE). The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land both freehold and leasehold at Trivandrum. Note : 01: Statement of significant accounting policies and practices 1.1 Basis of preparation Statement of compliance: These Consolidated Financial Statements of the Group have been prepared in accordance with Indian Accounting Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rule, 2015 notified under Section 133 of Companies Act, 2013 , ("the Act"), Companies (Indian Accounting Standard) (Ammended) Rules, 2016, as ammended and other relevant provisions of the Act. For all the period up to and including 31st March, 2017, these consolidated financial statements were prepared in accordance with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014, Companies (Accounting Standards) Rules, 206 and other relevant provisions of the Act. As these consolidated Financial Statements for the year ended 31st March, 2018 are the groups first consolidated financial statements prepared in accordance with Ind AS, Ind AS 101. First time adoption of Indian Accounting standards has been applied. An explanation of how the transition to Ind AS has effected the previously reported financials position, financial performance and cash flows of the Group is provided in note:1.1 to 1.39 These Consolidated Financial Statements for the year ended 31st March, 2018 are approved by the Parent Company's Audit Committee on 30.05.2018 and its Board of Directors on 30.05.2018 Details of the Group's accounting policies are included in Note:1.1 to 1.39 Functional and presentation currency: These consolidated financial statements are presented in Indian Rupees (INR), which is also the Group's functional currency. Basis of measurement: The consolidated financial statements have been prepared on the historical cost basis unless otherwise stated Use of estimates and judgements: In preparation of these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. Estimated and underlying assumption are reviewed on an ongoing basis. Revision to accounting estimates are recoganized prospectively. In particular, information about significant areas of estimations uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recoganised in the consolidated financials statements is including in the following notes: Consolidate in Procedure Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of it subsidiary. For this purpose income and expenses of the subsidiary are based on the amounts of the assets and liabilities recoganised in the consolidated financials stamens at the acquisition date. Offset(eliminate) the carrying amount of the parent’s investment in each subsidiary and that parent’s portion of equity of each subsidiary
78 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018 Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flow relating to the transactions between entities of the group (profit or losses resulting from intragroup transitions that are recoganised in assets, such as inventory and property, plant and equipment are eliminated in full). Intragroup losses may indicate and impairment that requires recognisition in the consolidated financial statements. Ind AS 23 Income taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-contorlling interest, even if this results in the non - controlling interest having a deficit balance. When necessary, adjustments are made to the financials statements of subsidiary to bring its accounting policies into line with the Group's accounting policies. All intra group assets and liabilities, equity, income, expenses and cash flow relating to transactions between members of the Group are eliminated in full on consolidation. Subsidiary: Subsidiary is entity controlled by the Group. The subsidiary company which is included in the consolidation and the parent Company's holding are as follows: The Company has following investment, in subsidiary and associates % of Ownership Principal Place Company Relationship of Business As at As at As at 31-03-18 31-03-17 01-04-17 Accel Media Venutres Ltd India Subsidiary 76.76 76.39 76.39 Accel Systems Group INC, USA USA Subsidiary 100.00 100.00 100.00 Centronics Technologies P Ltd India Subsidiary 58.82 - -
Loss of control: Non controlling interest (NCI) NCI are measured at their proportionate share of the acquieers' net identifiable assets at the date of acquisition. Summary of significant policies: Exceptional items By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters and M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on sale of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 22nd March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards) Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable. Scheme of Amalgamation National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 22nd March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards) Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable.
79 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Composite Scheme of Arrangement / Amalgamation - "The Scheme" Pursuant to the scheme approved by the Members in the Court Convened General Meeting held on 27th November 2015, and sanctioned by the National Company Law Tribunal, (Chennai Bench) the entire business and all assets and liabilities of the following company / operations stand transferred and vested with the Company w.e.f. 01.04.2014 (the transfer date), as detailed below:
Particulars Name of the Company Nature of its business Date of Order
National Company Law Accel Limited Investment 05.03.2018 Tribunal, Chennai
The Scheme, accordingly have been given effect to in the accounts. In terms of the scheme, the business of transferor company is deemed to have been carried on by the Company with effect from the transfer date, namely 1st April 2014. The current years accounts includes the Assets and Liabilities of the transferor company taken over at book value and Income and Expenditure of he said company from the transfer date till 31st March 2015. As per the Scheme all the assets and Liabilities are consolidated under the pooling of Interest Method of Amalgamation as prescribed under AS-14 issued by the Institute of Chartered Accountants of India. As per the scheme of amalgamation, the Authorised capital of the company has been increased to Rs. 26 Crores, representing 10,50,00,000 equity shares of Rs. 2/- each and 50,00,000 redeemable cumulative preference shares of Rs.10/- each. Further, as per the Scheme, the face value of a share of the company has been reduced to Rs.2/- from Rs.10/- and all equity shareholders of the Company (TRANSFEREE Company ( except the shares held by the transferor company )will receive 1 share of Rs. 2/- each for every share held by them in the company, prior to the merger, and such entitlement will be after considering the reduction as above and ascertained as on the record date. The shareholders of the transferor company will receive 16 shares of Rs. 2/- each of the company for every share held by them in the transferor company as on the record date. The details of shares to be issued to the shareholders of both the companies as per the scheme of amalgamation are given below.
Description of the Number of shares of Share Holders of shares to be issued Rs.2/- each to be issue Accel Limited Equity 51,600,000
Accel Transmatic Limited Equity 5,407,401
Total 57,007,401 Effect on account of Amalgamation As per the Scheme of Amalgamation all the above liabilities of the Transferor Company business shall also be transferred to and / or deemed to be transferred without any further act, instrument or deed to the Transferee company pursuant to the provisions of Section 394 and other applicable provisions of the Act so as to become as and from the Transfer Date 01.04.2014 the debts, liabilities dues and obligations of the company. The transfer / vesting as aforesaid shall be subject to existing charges/hypothecation / mortgages (if any as may be subsisting) over or in respect of the Assets or any part thereof, provide however, if any reference in any security documents or arrangements to which the respective Transferor Companies to the Assets of the respective Transferor company offered or agreed to be offered as security for any financial assistance or obligations. The difference in value amounting to Rs.70,950,000/-towards shares allotted in the company to the shareholders of the transferor company as above, representing the purchase consideration thereof, over and above the Share capital of the transferor company, have been credited to the Reserves and Surplus under Capital Reserve Account of the merged company. An amount of Rs.3,16,96,900/- being cancellation of Equity shares and Preference shares held by the transferor company in the company net of cost of investment in the transferor company in these shares has been credited to the capital reserve account of the merged company.
80 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Financial Year Income Expenses 2014-15 254,133,627 75,174,054 2015-16 34,700,316 16,986,994 2016-17 27,957,845 18,187,885
Fresh issue of shares to the shareholders of the company and the transferor company as per the scheme as above is in the process of being completed. The Name of the Company is being changed to Accel Limited 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. Differences between actual results and estimates are recognized in the period in which the results are known / materialized. 1.3 Revenue recognition: (i) Animation division 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 division (a) Revenue from sale of products are recoganised when significant risk and reward is passed on to he buyer, usually on delivery of the goods. The company collects value added taxes (VAT upto June 18 & GST From July 18 ) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue. (b) Revenue from services are usually recoganised based on the service performed in accordance with contractual terms. (iii) Rental income Revenue from renting out of moveable and immoveable properties are recognized on accrual basis. (iv) Interest Interest income is recoganised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the hear "Other Income" in the statement of profit and loss. 1.4 Fixed assets and depreciation: Fixed assets: (i) Property, Plant & Equipment Property, Plant & Equipment are stated at cost or at replacement cost, in case of revaluation, less accumulated depreciation and impairment, if any, in the value of the assets. Cost of fixed assets includes all incidental expenses and interest cost on borrowings where applicable, attributable to the acquisition of assets, up to the date of commissioning of the assets. Transition to Ind AS On transition to Ind AS, the Company has to elected to continue with the carrying value of all of its property, plant and equipment reconnized as at 1st April, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of such property, plant and equipment. (ii) Leased assets A Lease is classified at the inception date as a Finance Lease or an Operating Lease . A Lease that transfers Substantially all the risks and rewards incidental to ownership to the company is classified as Finance Lease. 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.
81 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
(iii) Intangible assets Intangible assets in the nature of software licenses are stated at cost and are amortized over the estimated useful life of one to five years, using straight line method as technically assessed. 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. Transition to Ind AS On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recoganized as at 1st April, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of such property, plant and equipment. (iv) Depreciation / amortization Depreciation on Property, Plant and Equipment is provided on straight line basis based on useful life of the asset as prescribed in Schedule II to the Companies Act, 2013, except in case of case of computer software for which life is technically estimated by the management as five years. Fixed assets individually costing Rs 5,000 or less are fully depreciated on purchase during the relevant year. Capital Work-in-prgress represents the spend for assets that are in the process of being developed. No depreciation is charged on these assets. Depreciation methods, useful lives and residual values are reviewed at each financial year end.
Mangement estimate of Useful life in years Buildings 30.00 Plant & Machinery 15.00 Furniture & Fixtures 10.00 Computers & IT Equipment 3.00 (Excl Software) Vehicles 5.00 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 year end 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.
82 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
1.6 Provisions ( Other Than Employee benefits) Provisions are recognised by the company when the Company has a present obligation legal or constructive as a result of a past event. When the Company expects some or all of a provision to be reimbursed the expense relating to a provision is presented in the financial statements net of any reimbursement. 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. 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 Property, Plant & Equipment 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
83 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
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. 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: Inventories include raw materials, components , stock in trade, finished goods, stores and spares and work-in-progress. Inventories of raw material, stock-in-trade are valued at the lower of cost and the net realisable value after providing for obsolescence and other losses, where considered necessary. However materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost includes all changes in brining the goods to the point of sale. Cost is determined on weighted average cost basis. Inventories of stores and stores and spares are valued at lower of cost, net of provision for diminution in the value. Cost is determined on weighted average cost basis. Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a portion of the manufacturing overheads. Cost of finished goods includes excise duty and is determined on a weighted average basis.
84 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Net realizable value is the estimated selling prize in the ordinary course of the business, less estimated costs of completion and estimated cost necessary to make the sale. 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 year end. 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 Cash & Cash equivalents Cash & Cash equivalents in the balance sheet comprise Cash at banks , cash on hand & Cheques on hand, which are subject to an insignificant risk of changes in value. 1.15 Cash Dividend and non-cash distribution to equity holders The company recognises a liability to make Cash contribution to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company. 1.16 Interest Expense Interest expense is recognised using effective interest method. In Calculating interest expense , the effective interest rate is applied to the amortised cost of the liability. 1.17 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. 1.18 First time adoption of Ind AS As stated in Note 2, these are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, including the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS Balance Sheet as at 01 April 2016 (the Company’s date of transition). In preparing its Ind AS balance sheet as at 01 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes. A. Ind AS optional exemptions 1. Deemed cost for property, plant and equipment and intangible assets Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their Previous GAAP carrying value. 2. Determining whether an arrangement contains a lease Appendix C to the Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with the Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to avail of the above exemption.
85 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Deemed cost for investments in subsidiary and associates The Company has elected to continue with the carrying value of all of its investments in subsidiary and associates recognised as of 01 April 2016 (transition date) measured as per the Previous GAAP as its deemed cost as at the date of transition. B. Ind AS mandatory exceptions 1. Estimates The estimates at 1 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reffect any differences in accounting policies) apart from the following items where applications of Indian GAAP did not require estimation : - Fare valuation of financial instruments carried at FVTPL and /or FVOCI. - Impairment of financial assets based on the expected credit loss model. - Determination of the discounted value for financial instruments carried at amortised cost. The estimates used by the Company to present these amount in accordance with Ind-AS reflect condition at 1 April 2016, the date of transaction to Ind-AS and as of 31 March 2017. 2. Classification and measurement of financial assets and liabilities Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable. 3. De-recognition of financial assets and liabilities Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transaction to Ind AS. However, Ind AS 101 allows a first time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from the date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financials assets and liabilities derecognised as a result of past transaction was obtained at the time of initially accounting for those transactions. The Company has elected to apply the de-recognition provisions of Ind-AS 109 prospectively from the date of transition to Ind-AS. Other comprehensive income Items of income and expense that are not recognised in profit and loss are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes re-measurements of defined benefit plans, foreign exchange differences arising on translation of foreign operations etc. The concept of other comprehensive income did not exist under previous GAAP. 1.19 Consequent to the merger of M/s Accel Ltd, with the Company as approved by NCLT vide its order dated 05.03.2018 effective from 01.04.2014 the previous year figures represents the figures of the merged entity as at 31st March, 2017. Previous year's figure have been regrouped, recasted and rearranged wherever necessary, to suite the current period layout.
86 (formerly knownas“ A
Notes annexed to and forming part of the financial statements C C
(All amounts are in Indian Rupees, unless otherwise stated) E
2. Property ,Plant and Equipment and Capital Work in Progress L
2.A Property,Plant and Equipment L I M I T E Accel T D
r ansmatic Limited”) 87
TOTAL (C) Annual R eport 2017-2018 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
i) Lease Hold Land Land under Fixed Assets includes Rs.67.60 lacs being the value of land allotted and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construction of building to house its operations for which the registration formalities 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 time frame agreed on account of the difficult scenario being faced by the Animation Industry in general and the company in particular. KINFRA , in the meantime has changed the status of the SEZ from Animation to include IT/ITES also. This has been approved by the Ministry of Industries & Commerce vide its letter dated 7th February 2012 . The company is taking steps in consultation with KINFRA, to obtained a Co-developer status and develop the land. ii.) 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 Intellectual Property Rights (IPR) of the company within the meaning of Accounting Standard – 28 on Impairment of Assets issued under Companies (Accounting Standards) Rules 2006, considering the revenue earning potential of the company and based on the estimated future cash flows upon crystallization of enquiries received by the company for the intellectual property rights carried in the books as intangible assets. iii.) Fixed assets , capital work in progress & Inventory of intangible assets The animation division of the company is engaged in the development of Animation contents, which can be under a service / co production contract or for creating its own IPR. The cumulative expenses incurred under co production and IPR creation activities are carried forward under capital work-in- progress, till the assets are ready for commercial exploitation. The expenses incurred under service contracts are carried forward as work in progress inventories till the milestone billing are achieved. As a result Rs. Nil (PY Nil)are carried forward in the Accounts as at the year end. During the year under review Rs.7,32,052/- has been incurred towards developmental expense for Gandhipuram land location at Thiruvananthapuram. The Closing work in progress stands at Rs.17,41,666/- iv.) Land & Building a. During the year under review the Company has disposed of land and building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft). The resultant profit arising out of this transaction is reflected in other income. b. The company has created a mortgage on one office building, in favour of the bank, towards banking facilities extended by the bank, to a subsidiary company.
88 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
3.NON CURRENT ASSETS - FINANCIAL ASSETS - INVESTMENTS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Quoted Shares In Associates
Accel Frontline Ltd.- 42,81,194 (42,81,194) equity share of Rs.10/- - 66,692,932 each (Refer Note No:3.(2)
Accel Tele.Net Ltd - 39,000 (80,070) Equity shares of Rs.10/- each 1 1 In Others
Pittsburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) -500 (500) 2,165 2,165 equity share of Rs.10/- each (Market value as on 30-03-18 could not be given on account of lack of details)
NIIT Limited - 1,000 (1000) Equity Shares of Rs.10/- each (Market 21,757 21,757 Value as on 30-03-18 (Source BSE) Rs.1,04,650/-) Un Quoted In Subsidiary
Accel Media Ventures Limited - 3,437,500 (2,000,000) Equity shares - - of Rs.10 each Accel Systems Group, Inc - 2,166,000 (2,166,000) Equity shares - - of no face value
Cetronics Technologies P Ltd - -
Investment in Mutual Funds
Investment in MF / Debt Funds 29,514,936 4,308,572
Investment in Venutre Funds 402,815 1,171,474
Hydrophi Shares investment 3,252,205 3,241,930
BT Fronline 11,675,365 33,193,879 87,114,196
3 (1) Investments in subsidiary and associates are sated at cost using the exemption provided as per Ind AS 27 "Separate Financial Statements" 3 (2) The investment includes investment in Accel Frontline Limited(AFL) an erstwhile subsidiary company, which became a subsidiary of the JV partner, CAC Holdings Corporation, Japan, (CAC) and as a part of this arrangement , the company had signed a Shareholders’ agreement with AFL and CAC and the company also had given certain Representations and Warranties and also given Indemnities. The JV Arrangement resulted in certain disputes in respect of Representation and Warranties and on account of litigation before NCLT as well as SIAC between parties , a settlement was arrived at between the Parties, warranting the company to transfer its balance holding in AFL, without any consideration, to a Trust in FY 2017-18, AFL being the beneficiary.
89 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 4. NON CURRENT ASSETS - FINANCIAL ASSETS - OTHER FINANCIAL ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(Unsecured Considered Good) (a) Security Deposits 10,805,350 11,484,896 (b ) Inter Corporate Deposits 54,200,000 190,600,000 (c) Loan to others - 2,510,000 (d) Tax asset 5,105,121 2,753,268 70,110,471 207,348,164 5. CURRENT ASSETS - INVENTORY DESCRIPTION As at 31st As at 31st March, 2018 March, 2017 Raw materials 1,055,961 1,081,195 Work - in Progress - 341,987 1,055,961 1,423,182
6. CURRENT ASSETS - TRADE RECEIVABLES DESCRIPTION As at 31st As at 31st March, 2018 March, 2017 (Unsecured Considered Good) Outstanding for less than 6 months 5,168,826 12,525,072 Less: Provision - - Total 5,168,826 12,525,072 (Unsecured Considered Doubt full ) Outstanding for more than 6 months 40,112,296 29,814,796 Less: Provision 29,814,796 29,814,796 Total 10,297,500 - Grand Total 15,466,326 12,525,072
7. CURRENT ASSETS - CASH & CASH EQUIVALENTS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
a. Cash on hand 271,253 213,460 b. Balances with banks In current accounts 204,762,814 2,175,463 Fixed Deposits 21,901,153 12,487,217 226,935,220 14,876,140
90 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
8. CURRENT ASSETS - OTHER FINANCIAL ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(Unsecured Considered Good) (a) Loans and advances to employees 50,000 - (b) Prepaid expenses 1,041,849 1,304,031 (c) Balances with government authorities 29,240,543 29,279,130 (d) Other Advances 6,035,908 - (e) Travel & Trade advances 3,037,057 2,936,000 (f) Other Receivable 227,203 5,268,515 (g) MAT Credit Entitlement 41,197,870 25,500,000 (h) Gratuity Fund 171,854 373,008 81,002,284 64,660,684 9. OTHER CURRENT ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(a) Unbilled revenue 13,626,000 11,775,018 (b) Acrrued Income 98,631 2,456,531 13,724,631 14,231,549 10. DEFERRED TAX ASSETS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Deferred Tax Assets 61,300 - 61,300 -
11. EQUITY SHARE CAPITAL As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Authorized Share Capital 105000000 (105000000)Equity Share of Rs.2 each (Rs. 2 each) 210,000,000 210,000,000 5000000 ( 5000000 )10% Cumulative Redeemable Preference 50,000,000 50,000,000 shares of Rs. 10/- each 260,000,000 260,000,000 Issued, Subscribed and Paid up Capital 57007401 (57007401) Equity Shares of Rs.2/- (Rs.2/-) each Fully 114,014,802 114,014,802 Paid up
114,014,802 114,014,802
91 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) a. Reconciliation of Equity Shares outstanding at beginning and end of the year 31.03.2018 31.03.2017 Equity Shares Number Rs. Number Rs. At the beginning of the year 57,007,401 114,014,802 57,007,401 114,014,802 Outstanding at the end of the year 57,007,401 114,014,802 57,007,401 114,014,802 b. Terms / rights attached to equity shares Equity shares The company has one class of equity shares having a par value of Rs. 2 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. c. Details of shareholders holding more that 5% shares in the company 31.03.2018 31.03.2017 Number % Holding Number % Holding in the class in the class N R Panicker 27,770,810 48.72 27,770,810 48.72 Sreekumari Panicker 6,500,000 11.40 6,500,000 11.40 Shruthi Panicker 6,506,851 11.41 6,506,851 11.41 Ganesh R 4,908,877 8.61 4,908,877 8.61 Equity Share of Rs. 2 each fully paid d. During the period of five years immediately preceding the date as at which the Balance Sheet is prepared , the Company has not - alloted fully paid up shares prusuant to contract without payment being received in cash. - alloted fully paid up shares by way of bonus shares and - brought back shares 12. OTHER EQUITY As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Capital Reserve Balance as per the last financial statements 68,448,280 68,448,280 Closing Balance 68,448,280 68,448,280 Capital Redemption Reserve Balance as per the last financial statements 26,930,000 26,930,000 Closing Balance 26,930,000 26,930,000 Securities Premium 31,173,055 15,458,313 Balance as per the last financial statements - - Closing Balance 31,173,055 15,458,313 Surplus / (Deficit) in Statement of Profit and Loss Balance as per the last financial statements 108,111,816 147,708,490 Add: Profit / (Loss) for the year 42,049,130 (39,596,673) 150,160,946 108,111,816 276,712,281 218,948,409
92 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 13. NON CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
(I Term loans from banks (in INR) 5,792,127 4,193,349 (ii) Asset Backed Loan (refer note) - 30,966,798 (iii) HP Loan 3,795,756 729,146 (iv) Over Draft / Loan Against FD 9,011,836 10,269,778 18,599,719 46,159,071
Details of Security (i) Asset Backed Loan (a) The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee by the Company and personal guarantee by the Promoter Director. ABL has fully being repaid before close of year ended 31st March, 2018 (b) Closure of Loans: The Asset Backed Loans has been fully repaid on 06-11-2017 and the overdraft / loan was availed form The Federal Bank Limited, RM Nagar, Chennai secured against fixed deposit of Rs.1 Crore ( c) Charge Creation: The charge against Asset Backed Loan as per MCA database has been closed on 04-01-2018 (ii) HP Loan The HP Loan is availed from Kotak Mahindra Prime and The Federal Bank Limited Secured against Vehicle purchased against the respective loan. (iii) Term Loan (Subsidiary Accel Media Ventuers Ltd) Details of Security The Term Loan from Bank is secured by Hypothecation of Company's Plant/Machinery/Equipment Purchased out of Term Loan and Corporate guarantee of its holding company M/s Accel Limited and collateral security of a property owned by the holding Company. Terms of repayment The Term Loans from Bank carries Interest @12.92% / 12.22% /11.05% p.a respectively and the amount outstanding as on date of balance Sheet is reapayble : Term Loan 1 shall be Repaid in 44 monthly Installments of Rs. 80,000 each/- , Term Loan 2 shall be Repaid in 17 monthly Installments of Rs. 36,363 each/- and Term Loan 3 shall be Repaid in 52 monthly Installments of Rs1,03,900/- each
14. NON CURRENT LIABILITIES - PROVISIONS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Gratuity (Funded) 357,128 290,232 Leave Encashment (Unfunded) 65,652 59,034 Provision for Taxation 15,500,000 29,551,738 15,922,780 29,901,004
93 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 15. CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Loan from related parties 84,377,715 1,500,000 OD Account with Banks 11,372,135 10,971,685 95,749,850 12,471,685
16. CURRENT LIABILITIES - TRADE PAYABLES
As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Dues to Micro, Small & Medium Enterprise - - Others - - For Goods & Services 22,071,652 5,118,253 Other payable 3,888,534 98,526,758 25,960,186 103,645,011
Dues to Micro , Small & Medium Enterprises The company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2018, disclosures relating 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.
17. OTHER CURRENT LIABILITES As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Current Maturity in Long Term Borrowings 2,499,944 10,646,927 Statutory Dues 10,289,554 8,296,946 Advances received 3,846,175 10,174,613 Rental Deposit 2,725,020 7,707,836 Expenses Payable 707,025 - Payable for purchase of assets - 1,652,780 20,067,718 38,479,102
18. CURRENT PROVISIONS As at 31st As at 31st DESCRIPTION March, 2018 March, 2017
Leave Encashment 9,019 1,876 Gratuity 1,026 9,105 10,045 10,981
94 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
19. REVENUE FROM OPERATIONS
For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Services Software Services - Exports 2,340,132 4,234,241 Software Services - Domestic 57,824,555 35,467,488 Cost for Leasing of Test Equipments 1,000,000 - 61,164,687 39,701,729 Manufacturing Manufacturing Sales - Gross 6,901,038 5,770,439 Less : Excise Duty 103,342 644,857 Manufacturing Sales- Net 6,797,696 5,125,582 Service Income 40,299 2,574,735 6,837,995 7,700,316 Other Operating Income 9,421,593 11,093,040 77,424,275 58,495,085
19.1 Reveue from operations, computed in accordance with IndAS "Revenue", for the current year is not comparable with previous year since the same is net of Goods & Service Tax (GST) whereas excise duty form part of expenses in previous year and current yeat (upto 30th June, 2017)
20. OTHER INCOME For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Interest Income 7,362,473 16,418,740 Profit on Sale of Asset 185,682,713 4,576,650 Profit on Sale of MF 55,797 1,607,938 Creditors No Longer Required Written Back 742,189 3,900,459 Misc Income 70,114 93,767 193,913,286 26,597,554 20.1 Profit on sale of asset represents profit arrising out of sale of Land and Building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft) 21. COST OF SERVICES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Cost of Services - Animation Services 52,759,157 6,654,590 Cost of Services - Engineering Services 1,020,000 1,020,000 53,779,157 7,674,590
95 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
22. COST OF MATERIALS CONSUMED For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Opening Stock 1,423,182 693,394 Add: Purchases 4,758,200 4,392,424 Less: Closing Stock 1,055,961 1,081,194 5,125,421 4,004,624 22.1 CHANGES IN INVENTORIES OF FINISHED GOODS , WIP For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Stocks at the beginng of the year : - Stocks at the end of the year : - Work-in-progrees - 341,987 Finished Goods Total - 341,987 (Increase)/Decrease in stocks - (341,987)
23. EMPLOYEE BENEFITS EXPENSES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Salaries & Wages 10,285,246 36,481,975 Contribution to Provident and other welfare funds 334,747 1,782,006 Staff Welfare Expenses 280,476 2,672,760 Gratuity 99,714 (397,131) Gratuity - OCI 401,171 - Leave Encashment 13,761 30,114 Director Remuneration - 550,000 11,415,115 41,119,724
96 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 24. OTHER EXPENSES For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Rent 7,781,342 5,801,524 Machine Rent 4,750,030 282,800 Power and fuel 4,006,532 2,185,139 Insurance 554,907 102,404 Foreign Exchange Loss/(Gain) - Net 34,479 84,127 Rates & taxes 870,355 1,711,007 Repair to building 973,418 2,941,748 Repair to machinery 68,252 - Security Charges 874,980 381,683 Others 3,880,771 5,399,226 Travelling & conveyance 2,863,971 2,208,437 Printing and stationery 433,498 423,020 Postage, telegram & telephone 1,394,749 1,045,731 Professional Charges 1,318,924 1,341,502 Consultancy charges 18,556,538 16,081,713 Auditor Remuneration 421,300 401,600 for taxation matters 50,000 45,000 Assets written off - 3,745,599 Miscellaneous expenses 1,201,718 1,169,964 Packing and forwarding charges 135,254 511,217 Advertisement 127,514 - Marketing & distribution expenses 81,998 87,424 Purchase Consumables 137,366 - Administrative Expenses 115,524 - Design and Fabrication Charges 91,050 - Forex expenses 5,474 - Interest and Late Fee on GST 2,130 - PCB Assembly Charge 7,623 - Other expenses 256,938 228,942 50,996,635 46,179,806
25. DEPRECIATION & AMORTIZATION For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Depreciation & Amortization 20,243,151 18,082,068 20,243,151 18,082,068
97 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 26. FINANCE COST For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Interest Expenses On Term Loans 2,259,720 6,305,288 On Statutory Payments 1,180,336 425,959 On Other Payments 5,191,397 901,415 On HP Loans 720,014 - Bank charges and commission 72,030 337,825 9,423,497 7,970,487 27. EXCEPTIONAL ITEMS For the year ended For the year ended DESCRIPTION 31st March, 2018 31st March, 2017 Loss on Sale of Investments 78,259,670 - 78,259,670 -
27.1 By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on disposal of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items. 28. Tax Expenses 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 substantively enacted in the Balance Sheet date, the net Deferred Tax Asset at the yearend is not recognized as a matter of prudence. For the year ended For the year ended Particulars 31st March, 2018 31st March, 2017 Income tax recoganised in the statement of profit or loss Current Income Tax -Current Tax 15,500,000 - Income Tax expenses reported in the 15,500,000 - statement of profit or loss
98 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 29. Earnings per Share Particulars 31.03.2018 31.03.2017 Profit / (Loss) before taxation 42,094,915 (39,596,673) Add: Exceptional Item 73,259,670 - Profit / (Loss) With Exceptional Item 120,354,585 (39,596,673) Weighted average number of equity shares 57,007,401 57,007,401 Basic & Diluted earnings per share with Exceptional Item 0.74 (0.69) Basic & Diluted earnings per Share without Exceptional Item 2.11 (0.69) 30. Group Information The Company has following investment, in subsidiary and associates % of Ownership Principal Place Company Relationship As at As at As at of Business 31-03-18 31-03-17 01-04-17 Accel Media Venutres Ltd India Subsidiary 76.76 76.39 76.39 Accel Systems Group INC, USA USA Subsidiary 100.00 100.00 100.00 Centronics Technologies P Ltd India Subsidiary 58.82 - - 31. Contingent Liabilites and Commitments (to the extent not provided for) (Rupees in Lacs)
DESCRIPTION 31.03.2018 31.03.2017
Outstanding bank guarantees / letter of Credits Nil 1.1 Income Tax Demands 136.11 136.11 Service tax 16.61 16.61 Customs 33.88 33.88 PF & Others 36.28 36.28 32. Employee Benefit Obligations 1. Defined Contribution Plan Expenses Recognized during the period As on Paticulars 31.03.2018 31.03.2017
In income statement 9,747 16,455 in Other comprehensive income (11,476) (137,882) Total expenses recognised during the year (1,729) (121,427) Assets and Liability (Balance sheet position) As on Paticulars 31.03.2018 31.03.2017
Present value of obligation 70,149 40,263 Fair value of Plan Assets 444,886 413,271 Surplus / (Deficit) 374,737 373,008 Effects of Asset Ceiling, if any - - Net Assset/(Liability) 374,737 373,008
99 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) Changes in the present value of obligation
for the period ending Paticulars 31.03.2018 31.03.2017
Present Value of Obligation as at the beginning 40,263 130,194 Current Service Cost 36,957 36,567 Interest Expense or Cost 2,937 10,408 Re-measurement (or Actuarial) (gain) / loss arising from: - - Change in financial assumption (3,697) 3,696 Experience variance (i.e. Actual experience vs assumption) (6,311) (140,602) Present value of obligation as at the end 70,149 40,263
Bifurcation of Net Liability for the period ending Paticulars 31.03.2018 31.03.2017
Current Liability (Short term) - - Current Asset (Short Term) (374,737) (373,008) Non-current Liability (Long term) - - Net Liability (374,737) (373,008)
Expenses Recognised in the Income Statement
for the period ending Paticulars 31.03.2018 31.03.2017
Current Service cost 36,957 36,567 Net Interest Cost / (Income) on the Net Defined Benefit Liability/(Asset) (27,210) (20,112) Expenses Recognised in the Income Statement 9,747 16,455
100 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
Other Comprehensive Income
for the period ending Paticulars 31.03.2018 31.03.2017
Acturial (gains) / losses Change in demographic assumptions Change in financial assumptions (3,697) 3,696 experience variance (i.e. Actual experience vs assumptions) (6,311) (140,602) others Return on plan assets, excluding amount recognised in net (1,468) (976) interest expense Components of defined benefit costs recognised in other comprehensive (11,476) (137,882) income
Demographic Assumptions The principal demographic assumptions used in the valuation are shown in the table below
As on Paticulars 31.03.2018 31.03.2017
Mortality rate (% of IALM 06-08) 100% 100% Normal retirement age 55 years 55 years Attrition / Withdrawal rate (per annum 2% 2%
33. Sensitivity Analysis Significant actuarial assumptions for the detemination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
Paticulars 31.03.2018 31.03.2017
Defined Benefit Obligation (Base) 70,149 40,263
31.03.2018 31.03.2017 Paticulars Decrease Increase Decrease Increase Discount Rate (- / + 1%) 79,925 61,897 46,401 35,117 (% change compared to base due to sensitivity) 13.90% -11.80% 15.20% -12.80% Salary Growth Rate (- / + 1%) 61,628 80,096 34,968 46,484 (% change compared to base due to sensitivity) -12.10% 14.20% -13.20% 15.50% Attrition Rate (- / + 50% of attrition rates) 69,772 70,273 40,633 39,774 (% change compared to base due to sensitivity) -0.50% 0.20% 0.90% -1.20% Mortality Rate (- / + 10% of mortality rates) 70,067 70,230 40,214 40,311 (% change compared to base due to sensitivity) -0.10% 0.10% -0.10% 0.10%
101 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated)
34. Related Party Disclosure Subsidaries Accel Media Venutres Ltd Accel systems Group Inc, USA Cetronics Technologies P Ltd Key Management Personnel (KMP): N R Panicker Managing Director A Ramanathan Company Secretary & GM Finance (upto 14-11-2017) Bharath Kurup Company Secretary (w.e.f : 14-11-2017 to 18-05 2018) Sreekumari Panicker Spouse of N R Panicker
Companies Controlling Key management Particulars of Transactions with related parties under commom Company management personnel Receiving of services / purchases 679,311 Rent Receipts 1,800,000 - - Interest Paid - - - Finance (including loans & equity contribution in 15,264,000 - - cash or in kind) - Remuneration / CLA to Whole Time Director - - 4,179,600 Trade Payables - - Remuneration to Company Secretary - 1,299,558 Rent Paid 900,000
35. Derivatives
Particulars 31.03.2018 31.03.2017 Category wise quantitative data about Derivative instruments outstanding at the Balance sheet date Nil Nil Purpose of Hedging Not Applicable Not Applicable Foreign Currency Exposure that are not hedged by a derivative Nil Nil Instrument or otherwise: Due to creditors Nil Nil Due from Debtors EUROS 4852 EUROS 37165
102 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) 36. Segment Reporting (Rupees in Lacs) Revenue by Industry segment 31.03.2018 31.03.2017 Animation 12.46 47.22 Engineering Services 85.13 59.00 Media Business 582.65 352.60 Total segment Revenue 680.24 458.83 Segment Results Animation (111.30) (323.96) Engineering Services (29.23) 13.86 Media Business (292.87) (196.76) TOTAL (433.40) (506.86) Less : Interest ( Net ) 91.42 69.56 Add: Unallocated Income 945.77 180.45 Total Profit / ( Loss ) before tax 420.94 (395.97) Capital Employed Segment Assets - Segment Liabilities Animation 158.91 2,052.38 Engineering Services 64.36 45.29 Media Business 186.25 186.25 Unallocated Segment Assets less unallocated Segment Liabilities 3,557.73 1,019.84 Total 3,967.24 3,303.76
37. Dividend The Board of directors of the Company in its meeting held on 30th May 2018 has declared an interim dividend of 20% (Rs.0.40 per equity share) to equity shareholders amounting to Rs.2,28,02,960.40 and the same will be paid out of the profits of the company for the year ending 31st March 2018 subject to DDT. 38. Financial risk management The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land in the factory area located at Sreekariyam, Trivandrum. The company has exposure to the following risks: (1) Credit Risk (2) Liquidity Risk (3) Market Risk (1) Credit Risk Credit risk is a risk that counter party will not meet its obligation under the financial instrument or customer contract leading to financials loss. This risk consists primarily of default being experienced in trade receivables. The Company has provided for expected losses and hence there is no significant credit risk to the company. Before accepting any new customer, Company assets the potentials customer's credit quality.
103 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018 (All amounts are in Indian Rupees, unless otherwise stated) (2) Liquidity Risk Refers to risk the company cannot meet its financial obligations. Since the Company has access to varity sources of funding and is also continuously monitoring actual cash flows, this is not a significant risk to the company. (3) Market Risk Market risk is that the fair value of the future cash flows of financials instrument will fluctuate because of changes in market price. However this is not a significant risk since the company has provided in the books the fluctuation in market price of financial instruments as on the date of balance sheet for Mutual Funds. 39.GENERAL The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 01 April 2016 included in these Standalone Ind AS Financial Statements, are based on the previously issued Statutory Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 24 May 2017 and 13 May 2016 respectively expressed an unmodified opinion on those Standalone Financial Statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by statutory auditors. As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the board of directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Place: Chennai Dr. Ramchand Date: 30.05.18 Director DIN: 05166709
104 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
FORM AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES
(All Amounts in Indian Rs. Lakhs only) Sr.No. 1 2 3 Name of the Subsidiary Accel Media Accel Cetronics Ventures Ltd Systems Technologies Group. Inc. Pvt Ltd Reporting Period for the subsidiary concerned, As on As on As on if different from the holding company's 31.03.2018 31.03.2018 31.03.2018 reporting period Reporting currency and Exchange rate as on INR USD INR the last date of the relevant Financial year in Exchange Rate the case of foreign subsidiaries 28.03.2018 65.44
Share Capital 521.80 704.43 42.50 Reserves & Surplus (335.55) (1435.62) (6.90) Total Assets 601.88 76.16 49.87 Total Liabilities 419.66 838.91 14.27 Investments 4.03 32.52 - Turnover 587.53 - 16.75 Profit before taxation (382.63) (47.54) (22.02) Provision for taxation - 0.01 0.45 Profit after taxation (382.63) (47.55) (21.57) Proposed Dividend - - - % of shareholding 76.76 100 58.82
Note:This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
As per our report of even date attached For Vijayakumar & Easwaran For and on behalf of the board of directors Chartered Accountants Firm Regn No: 004703S
Sam Kuruvilla N R Panicker Dr. M. Ayyappan Partner Managing Director Director Membership No: 218095 DIN: 00236198 DIN: 00117374
Place: Chennai Dr. Ramchand Date: 30-05-18 Director DIN: 05166709
105 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
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106 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
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107 ACCEL LIMITED (formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018
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