31st Annual Report 2016 - 2017
ACCEL TRANSMATIC LIMITED CIN :L30007TN1986PLC100219 III Floor, SFI COMPLEX 177 Valluvar Kottam High Road Nungambakkam, Chennai 600 034 Telephone: 044-28222262 E-Mail: [email protected] www.acceltransmatic.com ACCEL TRANSMATIC LIMITED ACCEL TRANSMATIC LIMITED *Forward looking statement *In this annual report, we have mentioned certain forward looking information to enable investors to comprehend our business model and future prospects and make informed investment decisions. This annual report and other communications from us, oral or written, may include certain forward looking statements that set out certain anticipated results based on managements assumptions and plans. Even though the management believes that they have been prudent in making such assumptions, we cannot guarantee that these forward looking statements will be realised. We undertake no obligation to update forward looking statements. The achievement of results is subject to various risks, known and unknown. We request readers to bear this in mind while reading this report.
Contents Page No.
1. Notice to Members 2
2. Directors' Report 9
3. Corporate Governance Report 22
4. Secretarial Audit Report 38
5. Financial Statements
5.1 Auditors' Report 40
5.2 Balance Sheet 47
5.3 Statement of Profit & Loss 48
5.4 Cash Flow Statement 49
5.5 Summary of Significant accounting policies 50 and other explanatory information ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
CORPORATE INFORMATION
BOARD OF DIRECTORS STATUTORY AUDITORS Mr. N.R. Panicker M/s. Varma & Varma Chairman & Managing Director 106, “Sreela Terrace” First Main Road, Gandhi Nagar Dr. C. N. Ramchand Adayar, Chennai 600 020 Independent Director INTERNAL AUDITORS Dr. M. Ayyappan M/s. Vijayakumar & Easwaran Independent Director Chartered Accountants Sasthamangalam Ms. Shruthi Panicker Trivandrum 695 010 Director BANKERS Mr. K.R. Chandrasekaran M/s. State Bank of India, Trivandrum Independent Director (upto 30.12.2016) M/s. The Federal Bank Ltd, Chennai Mr. N. Gopalakrishnan Nair REGISTERED OFFICE Independent Director (upto 30.12.2016) “Accel House” 3rd Floor Mr. C.K. Kerala Varma N o . 7 5 N e l s o n M a n i c k a m R o a d , Independent Director (upto 30.12.2016) Aminjikarai, Chennai 600 029 CORPORATE OFFICE BOARD COMMITEES “SFI Complex” 3rd Floor, AUDIT COMMITTEE No.176, Valluvarkottam High Road Dr. M. Ayyappan Nungambakkam, Chennai 600 034 Ms. Shruthi Panicker REGISTRARS & SHARE TRANSFER Dr. C.N. Ramchand AGENTS M/s. Integrated Enterprises (India) Ltd NOMINATION AND K E N C E S Towers, 2nd Floor, No.1 REMUNERATION COMMITTEE Ramakrishna Street, North Usman Road, Dr. C.N. Ramchand T. Nagar, 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 Dr. M. Ayyappan COMPANY’S SHARES ARE LISTED The BSE Limited, 25th Floor, P.J. Towers, STAKEHOLDERS’ RELATIONSHIP Dalal Street, Mumbai 400 001 COMMITTEE Dr. C.N. Ramchand ANIMATION DIVISION Dr. M. Ayyappan 1) No.55, 1st Floor, Murugesa Naicker Mr. N.R. Panicker Office Complex, Greams Road, Thousand Lights, Chennai 600006. COMPANY SECRETARY 2) DRISHYA Building, Animation SEZ, Ms. Shoba Giridharan (upto 08.02.2017) KINFRA Film & Video Park Mr. A. Ramanathan (w.e.f. 08.02.2017) Kazhakuttam, Trivandrum 695585
LEGAL ADVISORS ENGINEERING DIVISION: M/s. Ramasubramaniam & Associates Shed No.34, SIDCO Electronics 6/1, Bishop Wallers Avenue (West) Complex, Guindy, Chennai 600032 Mylapore, Chennai 600 004 COMPANY IDENTIFICATION NUMBER: SECRETARIAL AUDITOR L30007TN1986PLC100219 R. Kannan, GSTIN : 32AAACT8542K1Z8 Practising Company Secretary Thiruvananthapuram Door No.6A, 10th Street New Colony, 33AAACT8542K1Z6 Adambakkam, Chennai - 600 088 Chennai
1 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
NOTICE TO MEMBERS Accountants, (Firm Registration No.04532S), to hold office from the conclusion of this Annual To General Meeting ("AGM") till the conclusion of THE MEMBERS OF ACCEL TRANSMATIC Thirty Sixth AGM to be held in the year 2022 LIMITED (subject to ratification of their appointment at every AGM if so required under the "Act"), at such NOTICE is hereby given that the Thirty First Annual remuneration, as may be mutually agreed between General Meeting of the members of Accel the Board of Directors of the Company and the Transmatic Limited will be held as under: Auditors.” Day : Thursday By order of the Board Dat : 28th September A. Ramanathan Company Secretary Time : 11.30 A.M. Venue : “Hotel RainDrops”, 169/2, Greams Registered Office rd Road, Chennai - 600 006. Accel House, 3 Floor 75, Nelson Manickam Road ORDINARY BUSINESS: Chennai 600 029 1. To receive, consider and adopt the Audited CIN:L30007TN1986PLC100219 Financial Statements of the Company as at March 31, 2017 including Audited Balance Place: Chennai Sheet as at March 31, 2017 and the statement Date :25/05/2017 of Profit and Loss for the year ended on that date and the reports of the Directors and Auditors thereon and in this regard, pass the following resolution(s) as an Ordinary Resolution(s): RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.” 2. To consider and if thought fit, to pass with or without modification as an Ordinary Resolution: RESOLVED THAT Ms. Shruthi Panicker (DIN: 07148631), a Director liable to retire by rotation, and being eligible, offers herself for re-appointment 3. Appointment of Statutory Auditors “To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act 2013 ("Act") and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. V i j a ya k u m a r & E a s w a ra n , C h a r t e r e d A c c o u n t a n t s ( F i r m R e g i s t r a t i o n N o . 004703S), be and is hereby appointed as Auditors of the Company in place of the retiring auditors M/s. Varma & Varma. Chartered
2 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
NOTES: vote on resolutions at the 31st AGM by electronic means and all the items of the 1. The Explanatory Statement pursuant to business may be transacted through e-voting Section 102(1) and (2) of the Companies Act, services provided by National Securities 2013 in respect of Item No.3 is annexed hereto. Depository Limited (NSDL). In order to enable 2. A MEMBER ENTITLED TO ATTEND AND VOTE its member, who do not have access to e-voting AT THE MEETING IS ENTITLED TO APPOINT A facility to send their assent or dissent in writing PROXY TO ATTEND AND VOTE ON A POLL in respect of the resolutions as set out in this INSTEAD OF HIMSELF / HERSELF AND SUCH Notice, the Company is enclosing Ballot Form PROXY NEED NOT BE A MEMBER OF THE along with the Notice. Instructions for Ballot COMPANY. Form are given at the back of the said form and instructions for e-voting are given with this 3. A person can act as proxy on behalf of Annual Report. Resolutions passed by members not exceeding fifty and holding in the members through Ballot Forms or e-voting is aggregate not more than 10% of the total deemed to have been passed as if they have share capital of the Company carrying voting been passed at a General Meeting of the rights. Provided that a member holding more members. Members of the Company holding than 10% of the total share capital of the shares either in physical form or in Company carrying voting rights may appoint a dematerialized form as on the cut off date i.e. single person as proxy and such person shall 21-09-2017 may cast their votes by electronic not act as proxy for any other person or means, Ballots enclosed or in the AGM. member. 10. The facility for voting, either through electronic 4. Proxies, in order to be effective should be duly voting system or ballot or polling paper shall stamped, completed, signed and must be sent also be made available at the meeting and to the Company so as to receive at its members attending the meeting who have not registered office not later than 48 hours before already cast their vote by remote e-voting or by the commencement of the AGM. ballot form shall be able to exercise their right 5. Corporate members intending to send their at the meeting. authorized representatives to attend the AGM 11. The members who have cast their vote by are requested to send a duly certified copy of remote e-voting or by ballot form prior to the the board resolution authorizing their meeting may also attend the meeting but shall representatives to attend and vote on their not be entitled to cast their vote again. behalf at the AGM. 12. The Notice of 31st AGM, details and instructions 6. The members are requested to bring duly filled for e-voting and the Annual Report of the attendance slip along with their copy of Annual Company for the year ended 31st March, 2017 Report at the AGM. is uploaded on the Company's website 7. Register of Directors and Key Managerial www.acceltransmatic.com and may be Personnel of the Company and their accessed by the members. The physical copies shareholding maintained under Section 170 of of the aforesaid documents will also be the Companies Act, 2013 will be available for available at the Company's registered office for inspection by the members at the AGM. inspection during normal business hours on working days. 8. The Register of Contracts and Arrangements in which the Directors are interested maintained Copies of the above documents are being sent under Section 189 of the Companies Act, 2013 by electronic mode to the members whose will be available for inspection by the members email addresses are registered with the at the AGM. Company / Depository Participant(s) for communication purposes unless any member 9. In compliance with the provisions of Section has requested for a hard copy of the same. For 108 of the Companies Act, 2013, read with Rule members who have not registered their email 20 of the Companies (Management and addresses, physical copies of the aforesaid Administration) Rules, 2014 as amended from documents are being sent by the permitted time to time and Clause 35B of the Listing mode. Agreement, the Company is pleased to provide 13. A person, whose name is recorded in the members the facility to exercise their right to register of members or in the register of
3 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
members or in the register of beneficial owners from the date of transfer to the Company's maintained by the depositories as on the cut- Unpaid Dividend Account, will, as per Section off date i.e. 21-09-2017 only shall be entitled 124 of the Companies Act, 2013, be transferred to avail the remote e-voting facility as well as to the IEPF. voting in the AGM. 21. The Company has transferred the unpaid or 14. Any person who becomes a member of the unclaimed dividends declared upto financial Company after dispatch of the Notice of the year 2006-2007 from time to time on due dates Meeting and holding shares as on the cut-off to the Investor Education and Protection Fund date i.e. 21-09-2017 (“Incremental Members”) (IEPF) established by the Central Government. may obtain the User ID and password by either Pursuant to the provisions of the IEPF fund s e n d i n g a n e - m a i l r e q u e s t t o (Uploading of Information regarding Unpaid [email protected] or calling on Toll free No. and Unclaimed Amounts lying with the 1800-222-990. Company) rules 2012. The Company has uploaded the details of Unpaid and Unclaimed 15. If the member is already registered with NSDL th e-voting platform then he can use his existing amounts lying with the Company as on the 29 User ID and password for casting the vote September 2014 (date of the last Annual through remote e-voting. General Meeting on the website of the Company and also on the website of the 16. The Scrutinizer shall, immediately after the Ministry of Corporate Affairs) conclusion of voting at the AGM, count the votes cast at the AGM and thereafter unblock 22. Pursuant to Section 72 of the Companies Act, the votes cast through remote e-voting in the 2013, members holding shares in physical form presence of at least 2 witnesses not in may file nomination in the prescribed Form employment of the Company. The Scrutinizer SH-13 and for cancellation / variation in shall submit a consolidated Scrutinizer's Report nomination in the prescribed Form SH-14 with of the total votes cast in favour of or against, if the Company's Registrar & Transfer Agents In any, not later than 3 days after the conclusion respect of shares held in Electronic / Demat of the AGM to the Chairman of the Company. form, the nomination form may be filed with The Chairman, or any other person authorized the respective Depository Participant. by the Chairman, shall declare the result of the 23. As required in terms of Clause 49 of the Listing voting forthwith. Agreement with the Stock Exchanges, the 17. The members are requested to intimate to the information (including profile and expertise in Company, queries, if any, at least 10 days specific functional areas) pertaining to before the date of the meeting to enable the Directors recommended for appointment / re- management to keep the required information appointment in the AGM is forming part of the available at the meeting. Explanatory Statement given below. The Directors have furnished the requisite consent 18. Pursuant to Section 91 of the Companies Act / declarations for their appointment / re- 2013, the Register of Members and the Share appointment as required under the Companies Transfer Register of the Company will remain Act, 2013 and the Rules there under. closed from 22-09-2017 to 28-09-2017 (both days inclusive). 24. The Securities and Exchange Board of India 19. Trading in the shares of the Company can be (SEBI) has mandated the submission of d o n e i n d e m a t e r i a l i z e d f o r m o n l y. Permanent Account Number (PAN) by every Dematerialization would facilitate paperless participant in securities market. Members trading through state-of-the-art technology, holding shares in electronic form are, quick transfer of corporate benefits to therefore, requested to submit the PAN to their members and avoid inherent problems of bad DPs with whom they are maintaining their deliveries, loss in postal transit, theft and Demat accounts and members holding shares mutilation of share certificate and will not in physical form to the Company / Registrar & attract any stamp duty. Hence, we request all Transfer Agents. t h o s e m e m b e r s w h o h a v e s t i l l n o t 25. All documents referred to in the accompanying dematerialized their shares to get their shares Notice and the Explanatory Statement shall be dematerialized at the earliest. open for inspection at the Registered Office of 20. Members are requested to note that dividends the Company during normal business hours not encashed or claimed within seven years (10:00 a.m. to 06:00 p.m.) on all working days
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except second and fourth Saturdays, up to the A. In case a Member receives an email from NSDL date of the AGM of the Company. [for members whose email IDs are registered with the Company/Depository Participants(s)] 26. Members, who have not registered their e-mail : addresses so far, are requested to register their e-mail address with the Company / Depository i. Open email and open PDF file viz; “remote e- Participant(s) for receiving all communication voting.pdf” with your Client ID or Folio No. as including Annual Report, Notices, Circulars, password. The said PDF file contains your user etc. from the Company electronically. ID and password/PIN for remote e-voting. Please note that the password is an initial 27. Instructions for e-voting: password. I. In compliance with provisions of Section 108 of ii. Launch internet browser by typing the the Companies Act, 2013, Rule 20 of the f o l l o w i n g U R L : Companies (Management and Administration) https://www.evoting.nsdl.com/ Rules, 2014 as amended by the Companies ( M a n a g e m e n t a n d A d m i n i s t r a t i o n ) iii. Click on Shareholder - Login Amendment Rules, 2015 and Clause 35B of the iv. Put user I D and password as initial Listing Agreement, the Company is pleased to password/PIN noted in step (i) above. Click provide members facility to exercise their right Login. to vote on resolutions proposed to be considered at the Annual General Meeting v. Password change menu appears. Change the (AGM) by electronic means and the business password/PIN with new password of your may be transacted through e-Voting Services. choice with minimum 8 digits/characters or The facility of casting the votes by the combination thereof. Note new password. It is members using an electronic voting system strongly recommended not to share your from a place other than venue of the AGM password with any other person and take (“remote e-voting”) will be provided by utmost care to keep your password National Securities Depository Limited confidential. (NSDL). vi. Home page of remote e-voting opens. Click on II. The facility for voting through ballot paper shall remote e-voting: Active Voting Cycles. be made available at the AGM and the vii. Select “EVEN” of “Accel Transmatic Limited”. members attending the meeting who have not cast their vote by remote e-voting shall be able viii. Now you are ready for remote e-voting as Cast to exercise their right at the meeting through Vote page opens. ballot paper. ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when NOTE: The Facility for Voting shall be decided by the prompted. company i.e. “remote e-voting” or “Ballot Paper” or “Poling Paper” x. Upon confirmation, the message “Vote cast successfully” will be displayed. III. The members who have cast their vote by remote e-voting prior to the AGM may also xi. Once you have voted on the resolution, you will attend the AGM but shall not be entitled to cast not be allowed to modify your vote. their vote again. xii Institutional shareholders (i.e. other than IV. The e-voting period commences on 25-09- individuals, HUF, NRI etc.) are required to send 2017 (9.00A.M IST) and ends on 27-09-2017 scanned copy (PDF/JPG Format) of the (5.00P.M IST). During this period, members of relevant Board Resolution/ Authority letter etc. the Company, holding shares either in physical together with attested specimen signature of form or in dematerialized form, as on 21-09- the duly authorized signatory(ies) who are 2017 may cast their vote electronically. The e- authorized to vote, to the Scrutinizer through voting module shall be disabled by NSDL for e-mail to [email protected] with a copy voting thereafter. Once the vote on a resolution marked to [email protected]. is cast by the member, he shall not be allowed B. In case a Member receives physical copy of the to change it subsequently or cast vote against Notice of AGM [for members whose email IDs V. The process and manner for remote e-voting are not registered with the Company / are as under: Depository Participants(s) or requesting physical copy] :
5 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(i) Initial password is provided as below/at the XII. A person, whose name is recorded in the bottom of the Attendance Slip for the AGM: register of members or in the register of beneficial owners maintained by the EVEN (Remote e-voting Event Number)USER depositories as on the cut-off date only shall ID PASSWORD/PIN be entitled to avail the facility of remote (ii) Please follow all steps from Sl. No. (ii) to Sl. e-voting as well as voting at the AGM through No. (xii) above, to cast vote. ballot paper. VI. In case of any queries, you may refer the XIII. Mr. R. Kannan, Practising Company Secretary Frequently Asked Questions (FAQs) for (Membership No:6718) has been appointed Members and remote e-voting user manual as the Scrutinizer to scrutinize the voting and for Members available at the downloads remote e-voting process (including Ballot section of www.evoting.nsdl.com or call on Forms received from the members who do toll free no.: 1800-222-990. not have access to the e-voting process) in a VII. If you are already registered with NSDL for fair and transparent manner. remote e-voting then you can use your XIV. The Chairman shall, at the AGM, at the end of existing user ID and password/PIN for discussion on the resolutions on which voting casting your vote. is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or VIII. You can also update your mobile number and “Ballot Paper” or “Poling Paper” for all those e-mail id in the user profile details of the folio members who are present at the AGM but which may be used for sending future have not cast their votes by availing the communication(s). remote e-voting facility. IX. The voting rights of members shall be in XV. The Scrutinizer shall after the conclusion of proportion to their shares in the paid-up voting at the general meeting, will first count equity share capital of the Company as on the votes cast at the meeting and thereafter 21-09-2017. A person, whose name is unblock the votes cast through remote e- recorded in the register of members or in the voting in the presence of at least two register of beneficial owners maintained by witnesses not in the employment of the the depositories as on the cut-off date only Company and shall make, not later than three shall be entitled to avail the facility of remote- days of the conclusion of the AGM, a voting as well as voting at the meeting consolidated scrutinizer’s report of the total through ballot paper. votes cast in favour or against, if any, to the X. Any person, who acquires shares of the Chairman or a person authorized by him in Company and becomes a member of the writing, who shall countersign the same and Company after dispatch of the notice and declare the result of the voting forthwith. holding shares as of the cut-off date, 21-09- XVI. The Results declared along with the report of 2017 may obtain the login ID and password the Scrutinizer shall be placed on the by sending a request at [email protected] Company’s website and on the website of the or M/s. Accel Transmatic Limited / M/s. Company www.acceltransmatic.com and on Integrated Enterprises (India) Ltd.. the website of NSDL immediately after the However, if you are already registered with declaration of result by the Chairman or a NSDL for remote e-voting then you can use person authorized by him in writing. The your existing User ID and password for results shall also be immediately forwarded casting your vote. If you have forgotten your to the BSE Ltd, Mumbai. password, you can reset your password by By order of the Board using “Forgot User Details/Password” option available on www.evoting.nsdl.com or A.Ramanathan contact NSDL at the following toll free no.: Company Secretary 1800-222-990. Registered Office rd XI. A member may participate in the AGM even Accel House, 3 Floor after exercising his right to vote through 75, Nelson Manickam Road remote e-voting but shall not be allowed to Chennai 600 029 vote again at the AGM. CIN:L30007TN1986PLC100219 Place: Chennai Date :25/05/2017 6 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 3 M/s. Varma & Varma, Chartered Accountants, Chennai were the statutory auditors of the company from the financial year ended 31.03.2005. As on date, they will be retiring in the ensuing Annual General Meeting to consider the accounts for the financial year ended 31.03.2017. As per the statutory requirements, section 139(2) of Companies Act, an audit firm can continue to be the statutory auditor only for two periods of 5 years each and they shall be completing this term in the AGM. Hence statutorily, it is required that there is a change in statutory auditors and M/s. Varma & Varma cannot continue to be the statutory auditors of the company The Board commends the Resolution at Item No. 3 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs is concerned or interested in the Resolution at Item No.3 of the accompanying Notice
By order of the Board A.Ramanathan Company Secretary
Registered Office Accel House, 3rd Floor 75, Nelson Manickam Road Chennai 600 029 CIN:L30007TN1986PLC100219
Place: Chennai Date :25/05/2017
7 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Annexure A
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING (Pursuant to Clause 49 of the Listing Agreement)
PARTICULARS Ms. Shruthi Panicker Date of Birth 26.05.1987
Date of Appointment 31.03.2015
Qualification Bachelor in Computer Science. Geogria Institute of Technology, Atlanta, USA PG in Management specializing in Marketing, Strategy and Leadership from Indian School of Business, Hyderabad
Expertise Associate Software Engineer, Manager – Corporate Planning and Strategies, Global Engagement Manager in reputed Companies.
Chairmanship / Membership of the Member in Audit Committee Committee of other companies in which he is a Director
Directorship of other Companies Nil (excluding Foreign Companies / Section 8 Companies
Chairmanship / Membership Nil o f t h e C o m m i t t e e o f o t h e r companies in which he is a Director No. of shares held in the Company 106,851 shares
8 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Directors’ Report Visual Effects in a small way during the year under To review, and also pursued its efforts to monetize the The Members of Accel Transmatic Limited IPRs. During the financial year 2016-17, the company started its Engineering Services Division Your Directors have pleasure in presenting the 31st at its factory premises in Chennai contract Annual Report of ACCEL TRANSMATIC LIMITED manufacturing and Engineering services. The (the Company) Standalone financial statement management is hopeful of scaling the operations in along with the audited financial statements for the both divisions substantially during the coming financial year ended 31 March, 2017. years. FINANCIAL RESULTS INR in Millions The highlights of the performance are discussed in detail in the management discussion and analysis Particulars 2017 2016 report attached as Annexure to this report. Income from Operations 21.95 8.17 GOING CONCERN The company has suffered losses for the past Profit /(Loss) before interest, several years. The accumulated losses as on date depreciation and tax (11.44) (32.98) of the Balance sheet is more than its net worth. Interest 4.88 6.00 However, considering the expected diversification with cash infusion planned by the promoters and Depreciation & Amortisation 12.99 17.64 the cash flows expected to be received by the c o m p a ny f r o m e x p l o i t i n g i t s I P R S , t h e Profit/(Loss) after tax (29.31) (56.56) management is of the opinion that the company would be in a position to continue as a going REVIEW OF OPERATIONS concern and hence the accounts have been drawn During the year under review, your company up on such basis. recorded total income of Rs. 21.95 mn (Previous DIVIDEND Year Rs.8.17 mn) comprising of Income from The Directors have not recommended dividend for Animation services Rs.4.23 mn Previous Year the financial year ended 31st March 2017 Rs.4.61 mn) Engineering Services Rs.5.13 mn considering the losses and the necessary to (Previous Year 1.76 mn) other services Rs. 2.57 conserve available resources. mn (Previous Year 0.54 mn) and other income Rs.10.02 mn (Previous Year 1.26mn) The PARTICULARS OF EMPLOYEES Company reported a net loss of Rs.29.31 mn The information required under section 197 of the including amortization costs of its intellectual Act and rules made there-under, in respect of properties without matching revenue on employees of the company, is not required to be exploitation of those assets during the year under provided since there are no employees covered review. under the provision. The company also provided for certain doubtful DISCLOSURE AS PER SEXUAL HARRASMENT receivables after a review and after continuous OF WOMAN AT WORKPLACE (PREVENTION, follow up . PROHIBITION AND REDRESSAL) ACT, 2013. The company had filed a petition before the “The company has in place an Anti-Sexual honorable High Court of Madras for merger of the Harassment policy in line with the requirements of holding company with the company with an The Sexual Harassment of Women at the intention to revive the company’s business workplace (Prevention, Prohibition & Redressal) activities. The whole process is pending for final Act, 2013. Internal Complaints committee (ICC) orders before the Honorable High Court. The has been set up to redress complaints received management is of the opinion that once the merger regarding sexual harassment. All employees is completed, the company will be in a position to (permanent, contractual, temporary, trainees) are invest and revive the existing as well as new lines of covered under this policy. The following is a business to generate cash flows and profits. The summary of Sexual harassment complaints company has also drawn up plans for monetization received and disposed off during the year 2016-17. of its real estate assets, to create another revenue No of complaints:- Nil stream. No of Complaints disposed off- Nil The company continued to carry on the business of content development services in Animation and 9 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
DOCUMENTS PLACED ON THE COMPANY iv. they have prepared the annual accounts on a WEBSITE(www.acceltransmatic.com): going concern basis; The following documents have been placed on the v. they have laid down internal financial controls company’s website in compliance with the to be followed by the Company and that such Companies Act: internal financial controls are adequate and • Financial Statements of the Company. operating properly; and • Separate audited accounts in respect of vi. they have devised proper systems to ensure subsidiaries as per fourth proviso to Section compliance with the provisions of all applicable 136(1). laws and that such systems were adequate and • Details of Vigil Mechanism for directors and operating effectively. employees to report genuine concerns as per CONSERVATION OF ENERGY, TECHNOLOGY proviso to Section 177(10). ABSORPTION AND FOREIGN EXCHANGE • The Terms and Conditions of appointment of EARNINGS AND OUTGO independent directors. The particulars as prescribed under Rule 8(3) of the • Details of unpaid dividend as per Section Companies (Accounts) Rules, 2014, are set out in 124(2). an Annexure- III to this Report C O R P O R A T E G O V E R N A N C E R E P O R T FIXED DEPOSITS FROM PUBLIC REQUIRED UNDER THE COMPANIES ACT, The Company has not accepted any deposits from 2013 AND LISTING AGREEMENT public and as such, no amount on account of As per Clause 49 of the Listing Agreement entered principal or interest on deposits from public was into with the stock exchanges, Corporate Governance Report with Auditors’ Certificate on outstanding as on the date of the balance sheet. Compliance with the conditions of Corporate REPORT ON CORPORATE GOVERNANCE: Governance are attached and form part of this A Report on Corporate Governance on compliance report. with the conditions of Corporate Governance as MANAGEMENT DISCUSSION & ANALYSIS stipulated under Clause 49 of the Listing Agreement The Management Discussion and Analysis and is provided in Annexure V to the Report. various initiatives and future prospects of the AUDITORS CERTIFICATE ON CORPORATE company are enclosed, separately as Annexure-II GOVERNANCE: to this report. The certificate issued by the auditors of the DIRECTORS’ RESPONSIBILITY STATEMENT company on Corporate Governance is given in Pursuant to the requirement of Section 134(5) of Annexure – VI to this Report. the Act, and based on the representations received from the management, the directors hereby CEO CERTIFICATION confirm that: The Chairman and Managing Director of the I. in the preparation of the annual accounts for Company have submitted a certificate to the Board the financial year 2016-17, the applicable regarding the financial statements and other accounting standards have been followed and matters, as required under Clause 49(V) of the there are no material departures; Listing Agreement. This is provided as Annexure – ii. they have selected such accounting policies VII to this Report. and applied them consistently and made DIRECTORS judgments and estimates that are reasonable and prudent so as to give a true and fair view of Mrs. Shruthi Panicker, Director retire by rotation at the state of affairs of the Company at the end of the ensuing Annual General Meeting and is eligible the financial year and of the Loss of the for re-appointment. The necessary resolution is Company for the financial year; being placed before the shareholders for approval. iii. they have taken proper and sufficient care to QUALITY MANAGEMENT the best of their knowledge and ability for the Your company’s quality policy is to enhance maintenance of adequate accounting records in customer satisfaction through continued accordance with the provisions of the Act. They improvement of skills, processes and technologies. confirm that there are adequate systems and During the year the company continued to invest in controls for safeguarding the assets of the technologies, infrastructure and processes in order Company and for preventing and detecting to keep our quality management systems updated. fraud and other irregularities; 10 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
AUDITORS’ REPORT: Further, the promoters have proposed to merge M/s. Varma & Varma, Chartered Accountants, the holding company M/s. Accel Limited with Chennai, auditors of the Company retire at the the company under a scheme of arrangement ensuing Annual General Meeting. of amalgamation. 3. The company is taking adequate steps to As required section 139(2) of the Companies Act, develop certain real estate assets owned by the 2013 an audit firm can continue to be the statutory company for a sustainable business. auditors only for two consecutive terms of 5 years 4. The management is committed to grow the each only and there has to be a change in statutory media business and also venture into new auditors after such two terms. M/s. Varma & Varma business and is confident of carrying on the shall be completing such two terms in the ensuing business on a going concern and would bring in AGM and hence M/s. Varma & Varma shall cease to necessary support to the extent possible as and be the statutory auditors and cannot be re- when required. appointed. Accordingly, it is recommended that 5. The Company had availed an asset backed loan M/s. Vijaykumar & Easwaran, Chartered for Rs.7.67 crores from a bank which is payable Accountants (Firm Registration No. 004703S) be over a period of 83 months and hence long term appointed as Statutory Auditors of the Company in is nature. The Company has been servicing place of retiring auditors M/s.Varma & Varma, this loan and the outstanding as on 31st March, Chartered Accountants, (Firm Regsitration 2017 was Rs.3.94 crores No.04532S) to hold office till the conclusion of 6. The management is confident that it will be able Thirty Sixth AGM to be held in the year 2022 to realize the intangible assets and with the (subject to ratification of their appointment at support of its holding company and also as every AGM). The Audit Committee of the Board has explained in the notes to accounts and also recommended their appointment. The necessary explained above, will continue to operate as a resolution is being placed before the shareholders going concern. for approval. INTERNAL CONTROL SYSTEMS The Company has received confirmation from M/s. Your company has adequate internal control Vijaykumar & Easwaran, Chartered Accountants procedures commensurate with the size and nature that their appointment will be within the limit of its operations. The Audit Committee constituted prescribed under section 139 of the Companies Act, by the Board of Directors is functioning effectively. 2013. The Internal Audit for the year 2016–2017 was The auditors have emphasized in their report about carried out by M/s. Vijayakumar & Easwaran the realization of intangible assets, that the covering all areas of operations. All significant Company has incurred cash loss, net worth has observations were discussed in the Audit been ended and the current liabilities exceeds the Committee, which met 4 times during the year current assets. under review DEPOSITORY SYSTEMS: The Board of Directors would like to clarify as below Your Company’s shares are tradable compulsorily in regarding “emphasis matter” expressed by the electronic form and your Company has established auditors in their report annexed with this Annual connectivity with both the depositories, i.e., Report. National Securities Depository Limited (NSDL) and 1. The Company continued to incur losses during Central Depository Services (India) Limited the period under review, due to various reasons (CDSL). In view of the numerous advantages like lack of viable service orders, interest cost offered by the Depository system, members are on the borrowings made for investments in requested to avail of the facility of dematerialization fixed assets and delays in monetizing the of the Company‘s shares on either of the assets due to market slowdown for animated Depositories as aforesaid. content. The management is confident of ACKNOWLEDGEMENT: sustaining the operations and recovering the Your directors would like to express their grateful investments made in the business appreciation for the assistance and co-operation received from Central and State governments, 2. The promoters have lent funds to sustain the financial institutions, banks, government operations during the years, the Company authorities, customers, suppliers and investors incurred losses. These amount have been during the year under review. Your Directors also shown under current liabilities and hence the wish to place on record their deep sense of mismatch between current assets and current appreciation, towards the dedicated and sincere liabilities. The holding company has already services rendered by the employees of the company converted Rs. 5 Cr out of these funds into for its success. cumulative preference shares to strengthen For and on behalf of the Board of Directors the equity base of the company and also to Chennai. N.R. Panicker improve the current ratio, Date :25/05/2017 Chairman 11 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Annexure – II – MANAGEMENT DISCUSSION Human resource management AND ANALYSIS As on 31st March 2017, the company had an The potential for growth in the Indian Animation employee strength of 14 to carry on its present industry is still very high due to the availability of downsized level of activities and is expected to grow low cost and trained talent pool for creation of slowly.. We have an established employee original content as well as international quality recruitment and retention policy, which involves content development. However the original content identifying right talents through recruitment and developed by Indian producers were not getting training programme as well as lateral recruitment much acceptance in the international market and and providing them with appropriate training and hence the company suffered losses even though induction. We ensure that all our employees receive efforts were put to monetize the assets created technical and managerial inputs regularly through over the years. Of late the Indian film industry has various training and induction. started using animation technologies for local movies and the trend is expected to grow . The Infrastructure company is continuing to make use of the available The Animation Division operates in a fully equipped infrastructure to provide services for both domestic studios in Thiruvananthapuram at a leased and international markets. During the year, the premises whereas the Engineering Services unit is company could not accept large orders in Animation operating company’s own factory situated at Services business due to lack of working capital. Guindy Industrial Estate in Chennai. The company is constantly making efforts to sell its Finance, accounts and operational controls IPRs and the management is confident of The financial objective of the company is to bring in monetizing the same in due course of time. efficiencies of operations at all levels so as to The company reported a net turnover of Rs 21.95 maximize return on capital employed and to mn for the year ended March 31, 2017 (previous generate sufficient cash profits to fund on-going year Rs 8.17 mn). The company reported a net loss expansions and to meet the growth objectives. of Rs 29.31 mn for the year ended March 31, 2017 The audit committee and the Board periodically (previous year net loss Rs.56.56 mn). review performance parameters related to financial Business model performance of the company to ensure smooth Animation services division implementation of the internal control systems and The company is having a full fledged Animation efficient management of the various resources. The content development facility along with a motion audit committee conducts periodic reviews with the capture studio in Thiruvananthapuram where the management, internal auditor and the external focus is now to develop a good service business in auditors. There is an on-going cost monitoring association with local and international IP creators. program to control various expenses and the Board We have visibility for job works for animation reviews the variance analysis. content development. Subject to the availability of working capital, the company is confident that the Financial challenges animation services business will be expanded The major challenge during the year was working slowly to have more export oriented business in the capital management. The company has been coming years. incurring cash losses in the Animation Division for Engineering services division the past 6 years due to delays in monetizing the The company embarked on a diversification into IPRs. The management has taken steps to contain Electronics Manufacturing Services (EMS) business losses and hopes to turnaround the operations of with production of professional electronic the animation division and also the new line of equipments for OEMs. We have successfully business in the coming years. launched our operations and are in the process of Equity and reserves adding more products for manufacturing services. During the year the equity capital remained Real estate development unchanged . The reserves and surplus stood at The company is holding certain Real Estate assets in Rs.16.46 mn a n d a r o u n d T h i r u v a n a n t h a p u r a m . T h e Borrowings management is in talks with developers to develop The company’s asset backed loan from a bank is those real estate assets so that the benefits can being serviced regularly. In addition to this, the accrue to the company. Initial efforts is to convert company has a running account and owes as on part of the factory land in Gandhipuram, date Rs.212.42 mn to its holding company. Once Thiruvananthapuram to be developed as an the merger of the company with its holding apartment Complex. Barring unforeseen company is approved by the honorable high court of circumstances ,these initiatives will bear fruit from Madras, this liability will be extinguished. The FY 2018. company has no other outside liabilities. 12 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Loans and advances ANNEXURE – III: CONSERVATION OF The loans and advances were Rs.14.06 mn as at the ENERGY, TECHNOLOGY ABSORPTION AND end for the year under review. This includes an F O R E I G N E X C H A N G E E A R N I N G S A N D amount of Rs. 1.46 mn lying as security deposits OUTGO offered for various leased premises taken by the The company’s operations involve very low energy company and deposits with government bodies of consumption and therefore the scope of energy Rs.12.13 mn and other advances amounting to Rs.0.47 mn as on March 31, 2017. conservation is limited. The company has taken steps to conserve electricity consumption in offices. Interest outflow The company incurred a total outflow of Rs.4.87 mn The company is in high technology business and is towards interest and finance charges. constantly upgrading technology to meet the Taxation current challenges at all levels. Almost all During the year, the company has not provided for employees in the company use personal any taxes on income due to losses incurred in the computers, in a networked environment .The current year and carried forward losses. The company uses internet based technology for its company, as a matter of prudence, has not communication needs. accounted deferred tax assets. The details regarding foreign exchange earnings Room for optimism and outgo are being mentioned in the notes to the With a diversified operation including Engineering accounts. services and real estate development, the company During the year, the company continued to incur has equipped itself to grow the turnover and losses in the animation services division mainly due profitability in the future with turnaround expected to lack of viable orders and required working capital in the near future. to execute such orders. The company is constantly Cautionary statement making efforts to sell its IPRs and the management Statements in the Management Discussion and is confident of monetizing the same in due course of Analysis describing the company’s objective, time, considering the international quality of the projections estimates and expectations may be production. The markets worldwide is expected to forward-looking statements within the meaning of applicable securities laws and regulations. Actual improve in the coming years after a slowdown results could differ materially from those expressed during past few years. or implied. Important factors that could make a difference to the company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas market in which the company operates, change in Government regulations, tax laws, interest costs, other statutes and other incidental factors. Thus the company should and need not be held responsible, if the future turns out to be something quite different. The Discussion and Analysis should be pursued subject to this management disclaimer.
13 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
FORM MGT-9 Extract of Annual Return as on the financial year ended on 31 March, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) Company Identification Number L30007TN1986PLC100219 ii) Registration Date 19/05/1986 iii) Name of the Company Accel Transmatic Limited iv) Category / Sub Category of the Company Animation Services/Engineering Services v) Address of the Registered Office and Contact details 3rd Floor, Accel House, No.75 Nelson Manickam Road, Aminjikarai, Chennai 600 029 Tel: 044-42252000 Fax: 044-23741271 Email: [email protected] Website: www.acceltransmatic.com vi) Whether Listed Company Yes / No Yes vii) Name and address of Registrar and M/s. Integrated Registry Management Transfer Agents if any. Services Pvt. Ltd (Previously Integrated India Limited) 2nd Floor, KENCES Towers No.1 Ramakrishna Street, North Usman Road, T. Nagar Chennai 600 017 Tel: 044-2814801 – 803 Email: [email protected]
II. PRINCIPAL BUSINESS AND ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more the total turnover of the company shall be stated:-
Sl.No. Name and description of main products / NIC Code of the % total turnover service product / service of the Company 01 Animation Services 99831415 35.47
02 Engineering Services 42.95
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sl.No. Name and address CIN/GLN Holding/ % of shares Applicable Of company Subsidiary/ Held Section Associate
01 Accel Limited U29309TN1991PLC020471 Holding 51.01 2 (87)
02 Accel Media Ventures Ltd U74999TN1987PLC014976 Associate - 2 (46)
03 Accel Tele.Net Ltd U64201TN2000PLC044470 Associate - 2 (46)
04 Accel Systems Group Inc. N.A Associate - 2 (46)
14 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)
Cate- Category of Shareholder Number Total Number of Total Shareholding as Shares pledged(or Shares held in gory of Share number a percentage of total otherwise encumbered) dematerialized number of shares code holders of Shares form As a As a As a Number of percentage percentage percentage shares (IX) = of (A+B) of (A+B+C) (VIII)/ (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IV)*100 (A) PROMOTER AND PROMOTER GROUP [1] INDIAN INDIVIDUALS / HINDU UNDIVIDED FAMILY 1 9,14,810 9,14,810 8.29 8.29 0 CENTRAL GOVERNMENT / STATE GOVERNMENT(S) 0 BODIES CORPORATE 1 56,30,000 53,30,000 51.01 51.01 7.50,000 13.32 FINANCIAL INSTITUTIONS / BANKS 0 ANY OTHER (SPECIFY) Relatives of Pomoters / Subsidiary 2 2,06,851 2,06,851 1.87 1.87 0 Sub Total (A)(1) 4 67,51,661 67,51,661 61.17 61.17 7,50,000 13.32 [2] FOREIGN INDIVIDUALS (NON-RESIDENT INDIVIDUALS / FOREIGN INDIVIDUALS) 0 0 0 0 0 0 0 BODIES CORPORATE 0 0 0 0 0 0 0 INSTITUTIONS 0 0 0 0 0 0 0 ANY OTHER (SPECIFY) 0 0 0 0 0 0 0 Sub Total (A)(2) 0 Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2) 4 67,51,661 67,51,661 61.17 61.17 7,50,000 13.32 (B) PUBLIC SHAREHOLDING [1] INSTITUTIONS MUTUAL FUNDS / UTI 4 2,144 2144 0.02 0.02 0 0 FINANCIAL INSTITUTIONS / BANKS 4 520 520 0.00 0.00 0 400 CENTRAL GOVERNMENT / STATE GOVERNMENT(S) 0 0 0 0 0 0 VENTURE CAPITAL FUNDS 0 0 0 0 0 0 0 INSURANCE COMPANIES 0 0 0 0 0 0 0 FOREIGN INSTITUTIONAL INVESTORS 0 0 0 0 0 0 0 FOREIGN VENTURE CAPITAL INVESTORS 0 0 0 0 0 0 0 FOREIGN VENTURE CAPITALINVESTORS 0 0 0 0 0 0 0 ANY OTHER (SPECIFY) 0 0 0 0 0 0 0 Sub Total (B)(1) 8 2,664 2664 0.02 0.02 0 400 [2] NON-INSTITUTIONS BODIES CORPORATE 70 201,496 201,496 1.83 1.83 0 197,015 INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL UPTO RS. 2 LAKH. 6,320 203,496 203,496 18.43 18.43 0 1,752,931 INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL IN EXCESS OF RS.2 LAKH 39 1,871,271 1,871,271 16.95 16.95 0 1,830,771 MARGIN TRADING A/C 14 35,875 35,875 0.32 0.32 0 3,875 OVERSEAS BODIES CORPORATE 1 560 560 0.01 0.01 0 560 TRUST 1 1,37,080 1,37,080 1.24 1.24 0 137080 LIMITED LIABILITY PARTNERSHIP 1 1,500 1,500 0.01 0.01 0 1,500 Total Public Shareholding (B)=(B)(1)+(B)(2) 6,457 42,85,740 42,85,740 38.83 38.83 0 3,956,733 Total (A)+(B) 6,461 1,10,37,401 1,07,05,354 100.00 100.00 7,50,000 6,751,661 ( C ) SHARES HELD BY CUSTODIANS AND AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED 0 0 0 0 0 0 0 Grand Total (A)+(B)+(C), 6,461 1,10,37,401 1,07,05,354 100.00 100.00 7,50,000 6,751,661
15 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
I Shareholding of Promoters Sl.NO Name of the Promoter No. of Shares % to the Paid up Capital
01 ACCEL LMITED 56,30,000 51.01
02 PANICKER N R 9,14,810 8.29
03 SREEKUMARI PANICKER 100,000 0.91
04 SHRUTHI PANICKER 106,851 0.97 ii. Change in Promoters’ Shareholding (please specify, if there is no change)
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2015) during the year No. of % total No. of % total Shares shares of Shares shares of the company the company
I ACCEL LIMITED 56,30,000 51.01 56,30,000 51.01 II PANICKER N R
a. At the beginning of the year 914,810 8.29 914,810 8.29
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 914,810 8.29 914,810 8.29
16 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017 iii. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl.No Name of the Shareholder Shareholding at the Cumulative beginning of the shareholding year (01.04.2015) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
01 PORINJU V VELIYATH
At the Beginning of the Year 171478 1.55
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 171478 1.55 171478 1.55
02 GOPINATHAN NAIR N
At the Beginning of the Year 150675 1.37
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 150675 1.37 150675 1.37
03 KERALA VENTURE CAPITAL TRUSTEE PVT LTD. AC/ KERALA VENTURE CAPITAL FUND
At the Beginning of the Year 137080 1.24
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 137080 1.24 137080 1.24
04 PHILIP JOHN
At the Beginning of the Year 152721 1.38
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
Transfer 32721 0.29
At the end of the year (or on the date of separation, if separated during the year) 120000 1.09 120000 1.09
17 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2014) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
05 RAVINDRAN T
At the Beginning of the Year 99815 0.90
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 99815 0.90 99815 0.90
06 SIHL FINCAP LTD
At the Beginning of the Year 83607 0.76
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 83607 0.76 83607 0.76
07 JOB VARGHESE
At the Beginning of the Year 86856 0.79
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* Transfer 9500 0.09
At the end of the year (or on the date of separation, if separated during the year) 77356 0.70 77356 0.70
08 GANESH .R
At the Beginning of the Year 108877 0.99
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
At the end of the year (or on the date of separation, if separated during the year) 108877 0.99 108877 0.99
18 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Sl.No Name Shareholding at the Cumulative beginning of the shareholding year (01.04.2015) during the year No. of % of the No. of % of the Shares Total shares Shares Total shares Of the company Of the company
09 SNEHA RAJAN
At the Beginning of the Year 96555 0.87
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
Transfer 38607 0.34
At the end of the year (or on the date of separation, if separated during the year) 57948 0.53 57948 0.53
10 RAMIT KOCHAR
At the Beginning of the Year 85391 0.77
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)*
Purchase 15149 0.37
At the end of the year (or on the date of separation, if separated during the year) 70242 0.63 70242 0.63
• It is not feasible to tract movement of shares on daily basis. The changes are because of market transactions. The above details are given as on 31 March, 2015. The Company is listed and 97% shareholding is in dematerialized form. Hence, it is not feasible to track movement of shares on daily basis. The aforesaid holdings by top ten shareholders is due to market operations. Further, Company has not allotted/transferred or issued any bonus or sweat equity shares during the year. v. Shareholding of Directors and Key Managerial personnel
Name As on 31.03.2017 No. of Shares % to total shareholding
PANICKER N R 914,810 8.29
34,687 DR C.N.RAMCHAND 0.03
106,851 SHRUTHI PANICKER 0.97
19 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment. VI. Secured loans/unsecured loans and deposits during the financial year 2016-17. Rs In Lacs Sl.No Particulars Name of the Lender SBI Loan From Others Promoters
Asset Backed Loan 393.66 - -
Accel Limited - 2124.18 -
The company has not accepted any deposits during the financial year 2016-2017
VII. Remuneration of Directors And Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager: 01
Name of Wholetime Director Mr. N.R. Panicker
Sl.No. Particulars of Remuneration Rs. In Lacs (per Annum) 1 Gross Salary 26.25 1(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 - 1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - 1( c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - 2 Stock Option - 3 Sweet Equity - 4 Commission - - as a % of Profit - - others (specify) - 5 Others, please specify: Retirement benefits - Total (A) - Ceiling as per the Act -
B. Remuneration to Other Directors
Sl. Particulars of Name of Non Executive Directors Total No Remuneration (Rs In Independent Mr. N. Gopalakrishnan Mr. C.K.Kerala K.R.Chandrasekaran C.N.Ramchand M.Ayyappan Lacs) Directors Nair Varma 1 Fee for attending board / committee meetings 1.70 1.50 1.80 0.60 0.60 6.20 2 Commission 0 0 0 0 0 3 Others, Please specify 0 0 0 0 0 Total 1.70 1.50 1.80 0.60 0.60 6.20 Total Managerial Remuneration 1.70 1.50 1.80 0.60 0.60 6.20 Overall Ceiling as per the Act
20 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Sl.No Particulars of Remuneration Key Managerial person Company Secretary (CS) Total Shoba A.Ramanathan (Rs. Lacs) Giridharan (w.e.f. (Upto 08.0.2017) 08.02.2017)
1 Gross Salary
1(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 2.20 3.00 5.20 1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - -
1(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - -
2 Stock Option - -
3 Sweet Equity - -
4 Commission - -
- as a % of Profit - -
- others (specify) - -
5 Others, please specify: Retirement benefits - -
Total (A) 2.20 5.20
Ceiling as per the Act - -
VII. PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES: There was no penalties / punishment / Compounding of offences for the year ending 31st March 2017.
21 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Corporate Governance Report allocation and budgets. In addition, the Board Company. Voluntary Corporate Governance reviews the business plans of Strategic Guidelines of the Ministry of Corporate Affairs, Business Units. Frequent and detailed Government of India broadly outline a interaction sets the agenda and provides the framework for corporate sector on important strategic roadmap for future growth of the parameters like appointment of directors, Company. Voluntary Corporate Governance guiding principles to remunerate directors, Guidelines of the Ministry of Corporate Affairs, responsibilities of the Board, risk management, Government of India broadly outline a the enhanced role of Audit Committee and framework for corporate sector on important conduct of Secretarial Audit. parameters like appointment of directors, 1. C o m p a n y ' s p r a c t i c e o n C o r p o r a t e guiding principles to remunerate directors, Governance responsibilities of the Board, risk management, Corporate Governance is the combination of the enhanced role of Audit Committee and practices and compliance with laws and conduct of Secretarial Audit. regulations leading to effective control and 1.2 Role of the Company Secretary in Overall management of the Organization. We consider Governance Process stakeholders as our partners in our success and remain committed to maximizing stakeholder PThe Company Secretary plays a key role in value. Good Corporate Governance leads to ensuring that the Board procedures are long term stakeholder value. This is followed and regularly reviewed. He ensures demonstrated in shareholder returns, high that all relevant information, details and credit ratings, governance processes and an documents are made available to the directors entrepreneurial performance focused work for effective decision making at the meetings. environment. He is primarily responsible to ensure Corporate Governance rests upon the four compliance with applicable statutory pillars of transparency, disclosure, monitoring requirements and is the interface between the and fairness to all. company and regulatory authorities. All the Your Company is committed to the adoption of Directors of the Company have access to the and adherence to the best Corporate services of the Company Secretary Governance practices at all times and 1.3 Selection and Appointment of New continuously benchmarks itself with the best Directors on the Board standards of Corporate Governance, not only in Considering the requirements of the skill-sets form but also in spirit. Good Governance on the Board and the broad guidelines issued by practices stem from the dynamic culture and positive mindset of the organization. The the Accel Transmatic eminent persons having Corporate Governance guidelines are an independent standing in their respective incompliance with the requirements of the field/profession and who can effectively clause 49 of the Listing Agreements with the contribute to the Company's business and stock exchanges. In its pursuit of excellence policy decisions are considered by the towards corporate governance, Company has Nomination and Remuneration Committee for adopted the Accel Transmatic Code of Conduct, appointment of new Directors on the Board. The Code of Conduct for Board members, Accel number of directorships and memberships in Code of Conduct for Prevention of Insider various committees of other companies by such Trading & Code of Corporate Disclosure persons is also considered. Practices, Vigil Mechanism Policy. 1.4 Selection criteria of Board Members 1.1 Key Board activities during the year The Nomination and Remuneration Committee The Board provides and critically evaluates works with the Board to determine the s t ra t e g i c d i r e c t i o n o f t h e C o m p a n y, appropriate characteristics, skills and management policies and their effectiveness. experience required for the Board as a whole Their main function is to ensure that long-term and for individual member. Board members are interests of the stakeholders are being served. expected to possess expertise, leadership skills The agenda for Board reviews / include required to manage and guide a high growth. strategic review from each of the Board Committees, a detailed analysis and review of The members are not related to any Executive annual strategic and operation plans and capital or Independent Director.
22 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
1.5 Familiarization Program of Independent into an opposite transaction i.e. sell or buy any Directors shares of the Company during the next six The Independent Directors of ATL are eminent months following the prior transactions. personalities having wide experience in the field Directors and designated employees are also of business, finance, education, industry, prohibited from taking positions in the commerce and administration. Their presence derivatives segment of the Company shares. on the Board has been advantageous and The aforesaid Code is available at the website of fruitful in taking business decisions. the Company www.acceltransmatic.com. Independent Directors are appointed as per the 1.7Vigil Mechanism Governance guidelines of the Company, with Your Company has established a mechanism management expertise and wider range of called 'Vigil Mechanism' for directors and experience. The Directors appointed by the employees to report to the appropriate Board are given induction and orientation with authorities of unethical behavior, actual or respect to the Company's vision, strategic suspected, fraud or violation of the Company's direction, core values, including ethics, code of conduct or ethics policy and provides corporate governance practices, financial safeguards against victimization of employees matters and business operations by having who avail the mechanism. The policy permits all gone-to-one meetings. The new Board the directors and employees to report their members are also requested to access the concerns directly to Chairman of the Audit necessary documents / brochures, Annual Committee of the Company. The policy with the Reports and internal policies available at our name and address of the Chairman of the Audit website www.acceltransmatic.com to enable Committee has been communicated to the them to familiarize with the Company's employees by uploading the same on the p r o c e d u r e s a n d p r a c t i c e s . P e r i o d i c website of the Company. The employees can p r e s e n t a t i o n s a r e m a d e b y S e n i o r directly contact the Chairman of the Audit Management, Statutory and Internal Auditors Committee on the email address as mentioned at the Board/Committee meetings on business in the `Vigil Mechanism Policy' uploaded at the and performance updates of the Company, website of the Company. global business environment, business risks 2.0 Board of Directors and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant The Company has a high profiled Board with statutory changes encompassing important varied management expertise. The Board's laws are regularly intimated to the Independent role, functions, responsibility and accountability directors. are known to them due to their vast experience. Directors are provided with well-structured and 1.6 Prevention of Insider Trading comprehensive agenda papers in advance. All Pursuant to the SEBI (Prohibition of Insider material information is incorporated in the Trading) Regulations, 2015, a Securities Agenda for facilitating meaningful and focused Dealing Code `Accel Code of Conduct for discussion in the meeting. Prevention of Insider Trading and Code of During the year, information as per Clause 49 of Corporate Disclosure Practices' for prevention the Listing Agreement has been placed before of insider trading is in place. The objective of the the Board for its consideration from time to time Code is to prevent purchase and / or sale of as and when required shares of the Company by an insider on the b a s i s o f u n p u b l i s h e d p r i c e s e n s i t i ve Minutes of the Board Meetings/Committee information. Under this Code, Designated Meetings are circulated to the Directors well in persons (Directors, Advisors, Officers and other advance and confirmed at the subsequent concerned employees / persons) are prevented meetings. from dealing in the Company's shares during (A) Composition of Board the closure of Trading Window. To deal in The present Board of the Company consists of 4 securities beyond specified limit, permission of Directors and three of the Directors are Non Compliance Officer is also required. All the Executive Directors. The Company has an designated employees are also required to Executive Chairman and more than one half of disclose related information periodically as the Directors are Independent Directors defined in the Code. Directors and designated including one Woman Director. The Company employee who buy and sell shares of the has an appropriate size of the Board for real Company are prohibited from entering into an
23 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
strategic discussion and avails benefit of diverse The maximum time gap between any two experience and viewpoints consecutive meetings did not exceed 120 days. All directors are individuals of integrity and None of the Directors on the Board are Members courage, with relevant skills and experience to of more than 10 Committees or Chairman of bring judgment to bear on the business of the more than 5 Committees across all the Company. companies in which they are Directors. (B) Non-Executive Independent Directors' Necessary disclosures regarding Committee compensation and disclosures positions in other public companies as on 31 March, 2017 have been made by the Directors The Non-Executive Independent Directors are as per Clause 49 (II) (D) of the listing paid sitting fee within the limits prescribed agreement under Section 197(1)(ii) of the Act. The Non- Executive Independent Directors did not have Details of attendance of Directors at Board any material pecuniary relationship or Meetings and at the last Annual General th transactions with the Company except the Meeting held on 30 December 2016, with payment of sitting fees and commission to them particulars of their Directorships and during the year 2016-17. 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 Committees of the companies showing the Independent Directors are not serving as position as on 31st March 2017 are given below: Independent Directors in more than seven listed companies. None of Directors of the Company hold the position as whole time Director in company itself nor serve as Independent Director in more than three listed companies. (C) 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. The evaluation mechanism of Independent Directors is detailed in Directors Report. (D)Other provisions as to Board and Committees The Board comprises of Mr. N.R. Panicker as Executive Chairman, Dr. C.N. Ramchand, Dr. M. Ayyappan and Shruthi Panicker as Directors. 07 meetings of the Board of Directors were held on : Sl. Dates on which the Board No. Meetings were held 01 21.04.2016 02 13.05.2016 03 14.07.2016 04 13.08.2016 05 10.11.2016 06 30.12.2016 07 08.02.2017
24 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Name of the Category as at No. of Attendance No. of Committee/s Director 31.03.2016 Board At the last Director position as on meetings AGM held Ship held 31.03.2017 (All Attended On in Indian companies including Out of 07 30.12.2016 Public this company) Meetings Limited Held as on Companies 31.03.2017 (including this company) Member Chairman Mr. N.R. Panicker Executive Chairman, Promoter (w.e.f.01.04.16) 06 Yes 04 01 01 Mr. N. Gopalakrishnan Independent Nair Upto 30.12.2016 Director 05 No 01 01 01 Mr. C.K. Kerala Varma Independent 05 Yes 01 02 01 Upto 30.12.2016 Director Mr. K.R.Chandrasekaran Director 06 Yes 01 02 01 Upto 30.12.2016 Ms. Shruthi Panicker Director 06* No 01 01 00 Dr. C.N. Ramchand Independent 02 Yes 04 02 01 w.e.f.10.11.2016 Director Dr. M. Ayyappan Independent 02 Yes 01 02 01 w.e.f.10.11.2016 Director
6 meetings participated via Video conferencing. compliance declarations received from Other directorships do not include alternate Independent Directors, Non-Executive directorships, directorships of private limited Directors and Senior Management. companies and, Section 8 of Companies Act, Details of attendance of Directors at Board 2013 / Section 25 of the Companies Act, 1956 Meetings and at the last Annual General and of companies incorporated outside India. Meeting held on 30th December 2016, with Chairmanships/Memberships of Board particulars of their Directorships and Committees include only Audit, Stakeholders 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 Relationship and Nomination and Remuneration Committees of the companies showing the Committees of public limited companies. position as on 31st March 2017 are given below: The Company has received declarations of (F) Board's functioning & Procedure independence as prescribed under Section 149(6) & (7) of the Companies Act, 2013 from The ATL Board plays a pivotal role in ensuring 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 good governance. Its style of functioning is declarations have been placed before the Board democratic. The Members of the Board have No Director of the Company is related to any always had complete freedom to express their other Director of the Company. opinion and decisions are taken on the basis of a (E) Code of Conduct consensus arrived at after detailed discussion. (i) The Board of Directors has laid down Code of The members are also free to bring up any Conduct for Board of Directors and Senior matter for discussion at the Board Meetings Management of the Company. The copies of with the permission of the Chairman. Code of Conduct as applicable to the Directors The Board's role, functions, responsibility and as well as Senior Management of the Company accountability are clearly defined. In addition are uploaded on the website of the Company - to its primary role of setting corporate goals and www.acceltransmatic.com. monitoring corporate performance, it directs (ii) The Members of the Board and Senior long term sustainable growth that translates Management personnel have affirmed the itself into progress, prosperity and the compliance with the Code applicable to them fulfillment of stakeholders' aspirations, is during the year ended on 31 March, 2017. T h e accomplished. It also sets standards of Annual Report of the Company contains a corporate behaviour and ensures ethical Certificate by the Chairman in terms of Clause behavior at all times and strict compliance with 49 of the listing agreement based on the laws and regulations.
25 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
The items placed at the Meetings of the Board include the following: â Report on operations of the company. â Opportunities for organic and inorganic growth; â Business Plans and analysis of variances periodically as compared to the plans. â The audited quarterly/half yearly financial results and the audited annual account of the company, both consolidated and on standalone for consideration for approval; â Financial statements such as cash flow, inventories, sundry debtors and/or other liabilities or claims of substantial nature; â Status of borrowings and details of material foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if any; â Delegation of powers to the operational management; â Any material default in financial obligations to any by the company including substantial non-receipt of monies due to the company. â Review compliance of all laws applicable to the company including the requirements of listing agreement signed with the stock exchanges and steps taken by the company to rectify instances of non-compliances, if any; â Transactions that involve substantial payment towards goodwill, brand equity or intellectual property, if any; â Sale of material nature, of investments, subsidiaries assets, which is not in normal course of business, if any; â Information on senior appointments below the board level including the appointment/ removal of the Chief Financial Officer (CFO) and the Company Secretary; â Proposals for joint ventures/collaborations; â Material communication from government including show cause notices, demand, prosecution, notices and penalty notices, if any, which are materially important; â Communication to Stock Exchanges, the shareholders and the press regarding company's performance, future plans and other decision/changes of significant importance or of price sensitive nature. All the items on the Agenda are accompanied by notes giving information on the related subject. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions. The Minutes of the meetings of the Board are individually given to all Directors and confirmed at the subsequent Board Meeting. The Minutes of the various committees of the Board are also individually given to the Board and thereafter tabled for discussion at the subsequent Board Meeting. e) Details of Board Meetings held upto 31st March 2017 and the number of Directors present Dates on which the Board Sl. No. Total strength of the Board No. of Directors Present Meetings were held 01 24.04.2016 05 05 02 13.05.2016 05 04 03 14.07.2016 05 05 04 13.08.2016 05 04 05 10.11.2016 05 05 06 30.12.2016 04 04 07 08.02.2017 04 04 f) Attendance of Last Annual General Meeting. Except Ms. Shruthi Panicker and Mr. N. Gopalakrishnan Nair, all others directors of the company attended the last Annual General Meeting held on 30 December 2016 Board Committees 3.1 Audit Committee (A) Qualified and Independent Audit Committee The Company complies with Section 177 of the Companies Act, 2013 as well as requirements under the listing agreement pertaining to the Audit Committee. Its functioning is as under: (i) The Audit Committee presently consists of the three Non-Executive Directors, out of which two are Independent Directors; (ii) All members of the Committee are financially literate and having the requisite financial management expertise; (iii) The Chairman of the Audit Committee is an Independent Director; (iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30th December 2016.
26 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(B) Terms of reference The terms of reference of the Audit Committee include inter-alia: v Oversight of Company's Financial reporting process and the disclosure of its financial information; v Recommendation of appointment, remuneration and terms of appointment of auditors of the Company; v Approval of payment to statutory auditors for any other services rendered by them; v Reviewing with the Management, the annual financial statements and Auditors' report thereon; v Matters to be included in the Directors' Responsibility statement to be included in the Boards' Report; v Changes, if any, in the accounting policies and practices and reasons for the same; v Major accounting entries involving estimates based on the exercise of judgment by management; v Significant adjustments made in the financial statements arising out of audit findings; v Compliance with listing and legal requirements relating to financial statements; v Approval of related party transactions as per policy of the Company; v Review and monitor the auditor's independence and performance, and effectiveness of audit process; v Scrutiny of Inter Corporate Loans and investments; v Evaluation of Internal financial controls and risk management systems; v Reviewing, the management, performance of statutory and internal auditors, adequacy of internal control systems; v Reviewing the adequacy of internal audit function, if any, including frequency of internal audit; v Discussion with internal auditors of any significant findings and follow up there on; v Reviewing the findings of any internal observations by the internal auditors into matters where there is irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; v Discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern; v To review the functioning of vigil mechanism; v Management discussion and analysis of financial condition and results of operations; Composition, names of Members and Chairperson, its meetings and attendance: The composition of the Audit Committee is : Name Capacity Mr. C.K. Kerala Varma upto 30.12.2016 Chairman Mr. N. Gopalakrishnan Nair upto 30.12.2016 Member Mr. N.R. Panicker upto 21.04.2016 Member Mr. K.R. Chandrasekaran from 01.04.2016 to 30.12.2016 Member Dr. M. Ayyappan w.e.f. 30.12.2016 Chairman Dr. C.N. Ramchand w.e.f. 30.12.2016 Member Ms. Shruthi Panicker w.e.f. 30.12.2016 Member
Sr.No. Dates on which the Audit Committee Meetings were held 01 21.04.2016 02 13.05.2016 03 14.07.2016 04 13.08.2016 05 10.11.2016 06 08.02.2017 The composition of the Audit Committee and number of meetings attended by the Members during the year are given below: Name of Member Category Meetings held Meeting attended Mr. C.K. Kerala Varma Upto 30.12.2016 Chairman 06 05 Mr. N. Gopalakrishnan Nair Upto 30.12.2016 Member 06 05 Mr. N.R. Panicker upto 21.04.2016 Member 06 01 Mr. K.R. Chandrasekaran Upto 30.12.2016 Member 06 04 Dr. M. Ayyappan w.e.f. 30.12.2016 Chairman 06 01 Dr. C.N. Ramchand w.e.f. 30.12.2016 Member 06 01 Ms. Shruthi Panicker w.e.f. 30.12.2016 Member 06 01
27 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
The Committee meetings are attended by invitation by the Manager – Accounts, representatives of Statutory Auditors and representatives of the Internal Auditors. The Company Secretary acts as the Secretary of the Audit Committee. 3.2 Nomination and Remuneration Committee (A) Constitution The Nomination and Remuneration Committee comprises of : Name Capacity Mr. N. Gopalakrishnan Nair Chairman Mr. N.R. Panicker Member Mr. C.K. Kerala Varma Member Dr. C.N. Ramchand Chairman Mr.K.R. Chandrasekaran Member Dr. M. Ayyappan Member Mr. N.R. Panicker Member During the year, 3 Nomination and Remuneration Committee meetings were held on : Sr.No. Dates on which the Nomination And Remuneration Committee Meetings were held 01 21.04.2016 02 10.11.2016 03 08.02.2017 (B) Terms of reference Terms of reference of the Nomination and Remuneration Committee include â To identify persons who are qualified to become directors and who may be appointed in senior management, recommend to the board their appointment and removal and shall carry out evaluation of every director's performance; â Formulation of criteria for determining the qualifications, positive attributes and independence of the director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees; The composition of the Nomination and Remuneration Committee and number of meetings attended by the Members during the year are given below: Name of Member Category Meetings Meeting held attended Mr. N. Gopalakrishnan Nair 30.12.2016 Chairman 03 02 Mr. C.K. Kerala Varma Upto 30.12.2016 Member 03 02 Mr. N.R.Panicker upto 21.04.2016 and again w.e.f. 30.12.2014 Member 03 02 Mr. K.R. Chandrasekaran from 21.4.2.106 to 30.12.2016. Member 03 01 Dr. C.N. Ramchand w.e.f. 30.12.2016 Chairman 03 01 Dr. M. Ayyappan w.e.f. 30.12.2016 Member 03 01
Remuneration policy The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed and variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. (E) Remuneration to Executive Chairman and Executive Director The remuneration of Mr. N.R. Panicker, Chairman & Managing Director was approved by shareholders in the Annual General Meeting held on 30.12.2016. However, due to continuous losses made by the company, it was mutually agreed by Mr. N.R. Panicker and the company that w.e.f. 1st January, 2017, he will not draw the salary from the company.
28 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Remuneration to Non-Executive Directors (a) The Non-Executive Directors are entitled to sitting fee for attending the Board/Committee Meetings as detailed below.
Board Meeting Rs. 20,000/- per meeting Audit Committee Rs.10,000/- per meeting Nomination and Remuneration Committee Rs.10,000/- per meeting Stakeholders’ Relationship Committee Rs.10,000/- per meeting The Board considered the performance of the Non-Executive Directors based on their attendance and contribution at the Board and Committee meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. Payment of sitting fee to the Non-Executive Directors for the year ended 31 March, 2016 are as under Name of Director Sitting Fee Commission Total (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) N.Goapalakrishnan Nair 1.70 Nil 1.70 Mr. C.K. Kerala Varma 1.50 Nil 1.50 Mr. K.R. Chandrasekaran 1.80 Nil 1.80 Dr. C.N. Ramchand 0.60 Nil 0.60 Dr. M. Ayyappan 0.60 Nil 0.60
Notes: (i) The Independent Directors have disclosed that they do not hold any shares in the Company except Dr. C.N. Ramchand who holds shares in the company. (ii) There has been no pecuniary relationship or transactions other than above of the Non-Executive Directors vis-à-vis the Company during the year under review. Name and Designation of the Compliance Officer Mr. A. Ramanathan, Company Secretary has been designated as Compliance Officer of the Company in line with the requirement of Listing Agreement with the Stock Exchanges and can be contacted at: Accel Transmatic Limited No.75, Nelson Manickam Road Aminjikarai, Chennai 600 029 Tel: 044 42252000; Fax:044 23741271 Email :[email protected] ( c) Complaints received and redressed during the year 2015-16 Opening Balance Received during the Resolved during the Closing Balance year 2016-2017 year 2016-2017
Nil Nil Nil Nil (F) Unclaimed Dividend Year-wise list of the Shareholders who have not claimed their dividend is posted at website of MCA as well as website of the Company in line with MCA Circular. 5. Disclosures (A) Basis of related party transactions (i) The statements containing the transactions with related parties were submitted periodically to the Audit Committee. (ii) There are no related party transactions that may have potential conflict with the interest of the Company at large. (iii) There were no material individual transactions with related parties during the year, which were not in the normal course of business as well as not on an arm's length basis. (iv) There is no non-compliance by the Company and no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital market, during the last three years.
29 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(B) Disclosure of Accounting Treatment The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historic cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. (C) Board Disclosures - Risk Management The Company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and Board of Directors review these procedures periodically. (D) Proceeds from public issues, right issues, preferential issues etc. The Company did not have any of the above issues during the year under review. (E) Secretarial Audit Report The Company has obtained Secretarial Audit Report on Annual basis from the Company Secretary in practice for compliance with Section 204(1) of the Companies Act, 2013, Listing Agreement, SEBI Regulations on Takeover, Insider Trading and Depositories & Participants. A text of the Annual Secretarial Audit Report is annexed elsewhere. (F) Management Discussion and Analysis Report The Management Discussion and Analysis Report have been included separately in the Annual Report to the Shareholders. (G) Shareholders (i) The quarterly results and presentations made by the Company to analysts are put on the Company's website www.acceltransmatic.com under the Investors Section. (ii) The Company has also sent Annual Report through email to those Shareholders who have registered their email ids with Depositary Participant. 6. Compliance on Corporate Governance The quarterly compliance report has been submitted to the Stock Exchanges where the Company's equity shares are listed in the requisite format duly signed by the Compliance Officer. Pursuant to Clause 49 of the Listing Agreement, the Auditor's Certificate in compliance on conditions of Corporate Governance is published elsewhere in the Annual Report. 7. Stakeholders Relationship Committee
Name of the non-executive Director heading the Committee Mr. K.R. Chandrasekaran upto 30.12.2016 Dr. C.N. Ramchand Name and Designation of the Compliance Officer Mr. A. Ramanathan Company Secretary No. of Shareholders complaints received during the year Nil No. not solved to the satisfaction of shareholder N.A No. of pending complaints Nil
8. Mandatory and Non –Mandatory requirements. The Company has complied with all the applicable mandatory requirements as provided in Revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges where Company's shares are listed. The extent of implementation of the non - mandatory requirements are as under: 1. The Board The requirement regarding the Non Executive Chairman is not applicable, since the Chairman of the Company is the Executive Chairman. 2. Shareholder Rights The Company is yet to comply with the same. 3. Audit qualifications There are Audit qualifications in the Financial Statements of the Company for the Year 2016-2017 and the comments to the qualifications are mentioned in the Directors Report.
30 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
4. Reporting of Internal Auditor The Internal Auditor reports directly to the Audit Committee. 9. General Body Meetings (A) Location and time of Annual General Meetings held in the last 3 years:
Year Type Date Venue of Meeting Time
KUMGAI Auditorium, ABK-AOTS rd 2013-2014 AGM 29.09.2014 DOSOKAI, 3 Floor, Chateau D Ampa, 11.30 am 37 Nelson Manickam Road, Aminjikarai, Chennai 600 029
KUMGAI Auditorium, ABK-AOTS 2015-2016 AGM 03.02.2016 11.00 am DOSOKAI, 3rd Floor, Chateau D Ampa, 37 Nelson Manickam Road, Aminjikarai, Chennai 600 029
Hotel “Rain Drops” 169/2, Greams 2016-2017 AGM 30.12.2017 Road, Chennai 600 006 11.30 AM b) Person who conducted the Postal Ballot exercise Mr. R. Kannan, Practising Company Secretary was appointed as the Scrutinizer for overseeing the postal ballot process for both physical as well as e-voting. c) Whether any special resolution is proposed to be conducted through Postal Ballot As and when exigencies arise, the Company shall seek the approval of the members through ballot during the financial year. Means of Communication a) Quarterly Results The unaudited quarterly financial results are approved and authenticated by the Board of Directors within 45 days from the end of each quarter and the audited financial results along with the last quart4er results within 60 days from the close of the financial year. Such results are communicated within 30 minutes to the stock exchanges where the shares of the company are listed and also placed on the website of the Company. The financial results are also published in the newspapers as per the format provided by the SEBI within 48 hours from the date of the board meeting wherein financial results were approved. b) Newspapers wherein results normally published The results are published in the English Newstoday which has nation-wide circulation and in Tamil daily Malaisudar being the vernacular language having wide circulation in the state in which the registered office of the company is situate. c) Any website, where displayed Upon intimation to stock exchange, the results are displayed in the website of BSE. The results are also uploaded in the company's website www.acceltransmatic.com. d) & e) Whether it also displays official news release and presentations made to institutional Investors or to the the analysts. The company has not made any official news release nor made any presentations to the Institutional Investors or to the analysts during the year and as such the said provisions not applicable. 10. General Shareholder Information (a) Annual General Meeting: Date 28-09-2017
Time 11.30 A.M.
Venue Hotel Rain Drops, 169/2, Greams Road, Chennai-600006
31 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(b) Financial Year : April to March Financial Calendar (Tentative) Results for quarter ending 30th June 2017 Mid August 2017 Results for quarter ending 30th September 2017 Mid November 2017 Results for quarter ending 31st December 2017 Mid February 2018 Results for year ending 31st March 2018 End May 2018 32nd Annual General Meeting (i.e. next year) September 2018 (ii) Date of Book Closure: The Register of Members and Share Transfer Books of the Company shall remain closed from 22/09/2017 To 28/09/2017 (Both days inclusive) (iii) Listing on Stock Exchanges and Stock Code / Symbol.
Name of Stock Exchange Stock Code / Symbol The Bombay Stock Exchange Ltd 517494 PhirozeJeejebhoy Towers Dalal Street, Mumbai 400001 ISIN Number – INE258C01020 The Annual Listing fees for the year 2017-2018 have been paid to the concerned stock exchanges. (c) Dividend Payment Date No dividend has been declared and as such the same is not applicable. (d) Market price information The reported high and low closing prices during the year ended 31st March 2017 on BSE LTD, where your Company's shares are frequently traded vis-à-vis the Share Index, are given below:
Month B S E High Low
April 2016 8.80 6.37 May 2016 7.01 5.83 June 2016 7.70 6.03 July 2016 6.79 5.60 August 2016 6.25 4.70 September 2016 6.00 4.68 October 2016 6.42 4.70 November 2016 7.00 6.01 December 2016 6.01 4.54 January 2017 6.75 5.48 February 2017 6.75 5.23 March 2017 5.38 4.52 (e) Registrars and Share Transfer Agents The Members are requested to correspond to the Company's Registrars & Share Transfer Agents – Integrated Registry Management Services Private Limited (formerly Integrated Enterprises (India) Ltd.) 2nd Floor, KENCES Towers, No1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai 600 017
32 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
11) Shareholding as on 31st March 2017 (a) Distribution of shareholding as on 31st March 2017
Sl. Number of shares Number of Percentage of Number of share Percentage of No. held Shareholders Shareholders held Shareholding
01 1 to 500 5798 89.74 568758 5.15 02 501 - 1000 246 3.81 207781 1.88 03 1001 - 2000 174 2.69 268226 2.43 04 2001 - 3000 68 1.05 177967 1.61 05 3001 - 4000 29 0.45 103057 0.93 06 4001 - 5000 38 0.59 181123 1.64 07 5001 - 10000 38 0.59 282296 2.56 08 10001 and above 70 1.08 9248193 83.80 Total 6461 100 11037401 100
(b) Shareholding pattern as on 31st March 2017
Category No. of shares held % to the total paid up capital Promoters Indian – Individuals 914,810 8.29 - Bodies Corporate 5,630,000 51.01 - Relatives of 206,851 1.87 Promoters/ Subsidiary
Foreign - - Non Promoters Financial Institutions/Banks 520 0.00 Mutual Funds 2,144 0.02 Bodies Corporate 201,496 1.78 Margin Trading Account-Corporate 35,825 0.32 Overseas Corporate Bodies 560 0.00 Limited Liability Partnership 1,500 0.01 Clearing Member 650 0.00 Trusts 137,080 1.21 Indian Public 4,175,965 35.49 Total 11,307,401 100.00
(c) Capital of the Company
Share Capital Amount in Rupees Authorized Capital 200,000,000 Issued, Subscribed and fully paid up Equity 110,374,010
33 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(d) Top ten Shareholders as on 31st March 2017
Category Name of the Shareholder No. of shares % to the total held paid up capital
PROMOTER BODIES CORPROATE – DOMESTIC ACCEL LIMITED 5,630,000 51.01 PROMOTER INDIVIDUAL PANICKER N.R 914,810 8.09 RESIDENT ORDINARY PORINJU V VELIYATH 171,478 1.52 RESIDENT ORDINARY GOPINATHAN NAIR N 150,675 1.33 TRUST KERALA VENTURE CAPITAL TRUSTEE PVT LTD A/C KERALA VENTURE CAPITAL FUND 137,080 1.21 RESIDENT ORDINARY PHILIP JOHN 152,721 1.35 RELATIVE OF PROMOTER SHRUTHI PANICKER 106,851 0.94 RELATIVE OF PROMOTER SREEKUMARI PANICKER 100,000 0.88 RESIDENT ORDINARY RAVINDRAN T 99,815 0.76 CORPORATE BODY-DOMESTIC SIHL FINCAP LTD 83,607 0.73
Dematerialization of shares and liquidity 97% of the equity shares have been dematerialized as on 31st March 2017 The Company's shares can be traded only in dematerialized form as per SEBI notification. The Company has entered into an Agreement with NSDL and CDSL whereby shareholders have the option to dematerialize their shares with either of the depositories. Equity shares are actively traded in BSE (12) Outstandings GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments. (13) Plant locations Animation Division Chennai: 55, I Floor, Murugesan Naicker Office Complex, Greams Road Thousand Lights, Chennai – 600 006
Trivandrum DRISHYA Building, Animation SEZ, KINFRA Film & Video Park, Kazhakuttam, Trivandrum – 695 585 Engineering Division: Chennai Shed No.34, SIDCO Electronics Complex, Guindy, Chennai 600 032 (14) Address for correspondence
Registered Office Communication The Company Secretary The Company Secretary Accel Transmatic Limited Accel Transmatic Limited III Floor, ACCEL HOUSE III Floor, SFI Complex No.75 Nelson Manickam Road 177, Valluvarkottam High Road Aminjikarai Nungambakkam Chennai 600 029 Chennai 600 034 Tel.: 044-2822 2262
34 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(15) Other Disclosures (a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large There are no materially significant related party transactions viz. with promoters, directors or the Management, their subsidiaries, or relatives that may have potential conflict with the interests of the Company at large. (b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on nay matter related to capital markets during the last three years. The Company has complied with the various rules and regulations prescribed by the Stock Exchange or any statutory authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company (c) Details of establishment of vigil mechanism / whistle blower policy A vigil Mechanism / whistle Blower Policy for employees has been established to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. We further affirm that during the financial year 2015-16, no employee has been denied access to the audit committee. (d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements. All the mandatory requirements with regard to the corporate governance as are applicable to the company have been duly complied with. Regarding discretionary requirements as specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. (i) The Chairman being non-executive has not established a separate office. (ii) The shareholders are communicated the quarterly / half yearly results / performance by way of publishing the financial results on the website of the Company as well as the Stock Exchanges where the shares of the company are listed in addition to publishing in India Today and Malaisudar in the format as stipulated by SEBI. (iii) The Company's audit reports remain unmodified opinion. (iv) Internal Auditors have access to audit committee and make presentations before the Audit Committee highlighting the High Risk areas covering their audit and for taking appropriate steps in mitigating such risks. (e) Web link where policy for determining material subsidiaries is disclosed We have fairly complied with the requirements of Corporate Governance report of sub-paras (2) to (10) of Schedule V© of the SEBI 16. 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 Obligations and Disclosure Requirements) Regulation, 2015 are applicable to Accel Transmatic Limited. 17. The details on the extent of compliance with regard to discretionary requirements as specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 have been indicated under Para 15(d) above. 18. Insider Trading Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has prescribed a Code of Conduct for Prevention of Insider Trading as applicable to Promoters / designated employees / connected persons 19. Code of Conduct The Company has formulated a Code of Conduct for the Board member and Senior Management Personnel. The same has also been posted on the website of the Company. A declaration by the Chairman & Managing Director affirming the compliance on Code of Conduct applicable to the Board Members and the Senior Management Personnel forms part of this report.
35 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
20. Reconciliation of Share Capital Audit Periodical audits were carried out by a qualified Practising Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued listed capital. The audit confirms that the total issued / paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares with NSDL and CDSL. 21. Material Subsidiaries The company do not have any material subsidiaries 22. The disclosures on the compliance with Corporate Governance requirements specified in Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 have been made in the above paragraphs to the extent they are applicable to the Company. Further, it is affirmed that the website disclosures as per Regulation 46(2)(b) to (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly complied with. 23. Compliance Certificate from Statutory Auditors Pursuant to Schedule V2(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Certificate from the Statutory Auditors is furnished as part of the report. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE The Member of Accel Transmatic Limited Accel House, 3rd Floor, No.75 Nelson Manickam Road Aminjikarai, Chennai 600 029 We have examined the compliance of conditions of Corporate Governance by Accel Transmatic Limited for the year ended 31st March 2017 as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchanges. The compliance of the conditions of Corporate Governance is the responsibility of the Company's management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that, such compliance is neither an assurance as to the future viability of the company nor as to the efficiency or effectiveness with which the management has conducted the affairs of the Company. For and on behalf of Varma & Varma Chartered Accountants
Chennai P.R. Prasanna Varma 25/05/2017 Partner (M.No.25854)
36 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
CERTIFICATION BY CHAIRMAN TO THE BOARD I, N.R. Panicker, Chairman and Managing Director of Accel Transmatic Limited, certify that: 1. I have reviewed the financial statements and cash flow statement for the year ended and that to the best of our knowledge and belief: (a) These statements do not contain any materially untrue statement or omit any material factor or contain statements that might be misleading. (b) These statements together present a true and fair view of the state of affairs of the Company and are in compliance with the existing Accounting Standards applicable laws and regulations. 2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct. 3. I accept responsibility for the Company's internal control system for financial reporting. I have periodically evaluated the effectiveness of the internal control system of the Company and have disclosed to the auditors and the audit committee deficiencies in the designs or operations of the internal controls, if any. I have also take effective steps to rectify those deficiencies. If any. 4. I indicate to the auditors and to the Audit Committee. (a) Significant changes in internal control over financial reporting during the year. (b) Significant change in accounting policies during the year. (c) Instances of significant fraud of which we have become aware of and which involve management or other employees, who have significant role in the Company's internal control system over financial reporting. Chennai N.R. Panicker 25/08/2017 Chairman
DECLARATION As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board Members and Senior Management Personnel have affirmed compliance with Accel Transmatic Limited's Code of Conduct for the year ended 31st March 2017. For Accel Transmatic Limited
Chennai N.R. Panicker 25/05/2017 Chairman
37 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, Accel Transmatic Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Accel Transmatic Limited (hereinafter called "the company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/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, 2017 (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, 2017, according to the provisions of: (Ithe Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and E x t e r n a l C o m m e r c i a l Borrowings; (v) 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; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (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 client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) All other laws as may be applicable to the industry from time to time in which the company is operated say example SEZ Act and regulations made there under, etc. I have also examined compliance with the applicable clauses of the following:
38 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified as on date. (ii) The Listing Agreements entered into by the Company with Stock Exchange(s), During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines made there under. There were no other specific events / actions in pursuance of the above referred laws, regulations, guidelines, etc. having major bearing on the Company's affairs. Place: Chennai S.T. Prabhu Date: 25th May, 2017 Practising Company Secretary C.P.No. 14682
"Annexure A” To The Members 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. I 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. I believe that the process and practices, I followed provide a reasonable basis for our opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, I 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. My 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.
Place: Chennai S.T. Prabhu Date: 25th May, 2017 Practising Company Secretary C.P.No. 14682
39 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
105, “Sreela Terrace” First Main Road, Gandhi Nagar Adyar, Chennai – 600 020 Phone :044-24452239 Email: [email protected]
Independent Auditors' Report To, The Members, Accel Transmatic Limited Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Accel Transmatic Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2017, Statement of Profit and Loss and the Cash flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our 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 Section 143(10) 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
40 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 state of affairs of the Company as at 31st March, 2017 and its Profit and its cash flows for the year ended on that date. Emphasis of Matter (i) We draw attention to Note No.10.6. As stated therein, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs. 3,08,92,761/- 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. (ii) As stated in Note No.4.1, the Company has suffered cash loss from its operations during the year. The Net worth of the Company has been fully eroded as at the Balance Sheet date. The Current Liabilities as at the yearend exceeds the Current Assets by Rs.1,11,46,448/-. This, read with the matters stated in para (i) above, raises serious doubt about the ability of the Company to continue as going concern. (iii) Also, as stated in Note No.24.9, the proposal for merger with the holding company is pending approval from concerned authorities. Our report is not modified in this respect. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in the paragraph 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 it appears from our examination of those books; (c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow Statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; (e) The matters described in the sub para i & ii 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 the written representations received from the directors as on31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017from being appointed as a director in terms of Section 164(2) of the Act; and (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”. (i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note-24.6 to the standalone financial statements; (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and (iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
41 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note No. 15.1 to Financial Statements.
For Varma & Varma Chartered Accountants FRN. 004532S
Place : Chennai P.R Prasanna Varma Date : 25th May, 2017 Partner M.No. 25854
42 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
ANNEXURE 'A' REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING REPORT ON “OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ACCEL TRANSMATIC LIMITED FOR THE YEAR ENDED 31.03.2017 (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 explanations given to us and based on the examination of the records of the company and also having regard to the confirmation received from banks in respect of title deeds 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) The Company has not granted any loans, secured or unsecured, to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013, and hence, the relative reporting requirements under Clause 4 (iii) of the Order is not commented upon. (iv) According to the information and explanations given to us and based on the records of the company examined by us, the company has not made any investments, granted any loans or given any security or guarantee for which the provisions of section 185 and 186 of the Act are applicable. (v) The company has not accepted any deposit from the public during the year. In respect of deposits accepted by the company in the earlier years and repaid during the current year, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. (vi) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act for the company. (vii) a. As per the information and explanations furnished to us, there are delays in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, duty of excise, value added tax, cess and other material statutory dues, as applicable to the Company with the appropriate authorities during the year and there are no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, material statutory dues were in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable except as given below:
Name of the Statue Nature Amount (Rs.) IT Act,1961 Income tax 17,90,633 Finance Act,1991 Service tax 66,052 PT Act,TN Professional tax 10,828 Provident Fund Act,1952 Provident fund 3,812
b. According to the information and explanations given to us and based on the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax that have not been deposited on account of any dispute as at 31.03.2017 are as follows: Amount Period to which Forum where the Nature of dues (Rs in lakhs) the amount relates dispute is pending Income Tax 136.11 AY 2008-09 to AY 2010-11 Income Tax Appellate Tribunal, Kochi Service Tax 15.79 AY 2005-07 CESTAT, Bangalore Customs Duty 0.16 AY 2010-11 Honorable High Court
43 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(viii) In our opinion and according to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of loans to the banks, except in case of Asset backed loan availed from banks during the year which have been belatedly settled as given below:
Due(Installment + Month Repayment Due date Payment date Delay Interest) Mar'16 1,152,677 1,152,677 4/1/2016 5/5/2016 34 Apr-16 1,134,328 2,285,005 5/1/2016 5/25/2016 24 May-16 1,141,069 1,171,069 6/1/2016 7/11/2016 40 Jun-16 1,121,542 1,121,542 7/1/2016 8/18/2016 48 200,000 8/1/2016 8/24/2016 23 800,000 8/1/2016 8/26/2016 25 50,000 8/1/2016 8/26/2016 25 Jul-16 1,132,203 82,203 8/1/2016 9/26/2016 56 417,797 9/1/2016 9/26/2016 25 700,000 9/1/2016 10/5/2016 34 Aug-16 1,125,822 8,025 9/1/2016 10/18/2016 47 Sep-16 1,101,768 1,091,975 10/1/2016 10/18/2016 17 Oct-16 1,104,644 1,104,644 11/1/2016 1/3/2017 63 Nov-16 1,088,972 1,088,972 12/1/2016 1/25/2017 55 Dec-16 1,105,596 1,105,596 1/1/2017 1/25/2017 24 Jan-17 1,093,235 1,094,671 2/1/2017 3/30/2017 57 Feb-17 1,043,409 975,329 3/1/2017 3/30/2017 29 Total 13,276,518
(ix) According to the information and explanations given to us and based on the records of the Company examined by us, no monies were raised by way of initial public offer or further public offer (including debt instruments) or by way of term loans during the year and hence relative reporting requirements under clause 3 (ix) of the Order are not commented upon. (x) During the course of our examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of material fraud by the company or on the company by its officers or employees which has been, noticed or reported during the year, nor have we been informed of any such case by the management. (xi) According to the information and explanations given to us and based on the records of the Company examined by 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 Act. (xii) The Company is not a Nidhi Company. Accordingly, the reporting requirements under clause 3 (xii) of the Order are not applicable. (xiii) According to the information and explanations given to us and based on the records of the Company examined by us, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and the details there of have been duly disclosed in Note 24.4 to the standalone financial statements as required by the applicable accounting standard.
44 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
(xiv) According to the information and explanations given to us and based the records of the Company examined by us, the company has not made any preferential allotment/private placement of shares or fully or partially convertible debentures during the year under review and hence the requirements of Section 42 of the Act are not Applicable. (xv) According to the information and explanations given to us and based the records of the Company examined by us, the company has not entered into any non-cash transactions with directors or persons connected with the directors. Accordingly, the reporting requirements under clause 3 (xv) of the Order is not applicable. (xvi) According to the information and explanations given to us and the records of the Company examined by us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting requirement under clause 3 (xvi) of the Order is not applicable.
For Varma & Varma Chartered Accountants FRN. 004532S
Place : Chennai P.R Prasanna Varma Date : 25th May, 2017 Partner M.No. 25854
ANNEXURE 'B' REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ACCEL TRANSMATIC LIMITED FOR THE YEAR ENDED 31ST MARCH 2017 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 Accel Transmatic Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls 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. 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 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.
45 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
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 judgement, 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 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 with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 March 31, 2017, 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 Varma & Varma Chartered Accountants FRN. 004532S
Place : Chennai P.R Prasanna Varma Date : 25th May, 2017 Partner M.No. 25854
46 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Balance Sheet as at 31st March 2017
March 31, 2017 March 31, 2016 A Equity and Liabilities 1 Shareholders' fund a. Share capital 3 160,374,010 160,374,010 b. Reserves and surplus 4 (360,975,088) (319,736,192) (200,601,078) (159,362,182) 2 Non - current liabilities a. Long-term borrowings 5 238,985,255 229,668,948 b. Long-term provisions 6 59,034 29,796 239,044,289 229,698,744 3 Current liabilities a. Trade payables 7 8,972,711 10,412,313 b. Other current liabilities 8 17,784,269 12,791,515 c. Short-term provisions 9 1,876 1,000 26,758,856 23,204,828 Total 65,202,068 93,541,390 B Assets - 1 Non - current assets a. Fixed assets 10 (i)Property , Plant and Equipment ( Tangible assets) 10.1 10,056,604 26,191,799 (ii) Intangible assets 10 .2 31,628,242 45,064,402 (iii) Capital work-in-progress 10.3 1,009,614 - b. Non - current investments 11 2,165 2,165 c. Trade receivables 12 - - d. Long term loans and advances 13 6,893,035 6,514,589 49,589,660 77,772,955 2 Current assets a. Inventory 14 1,423,182 693,394 b. Trade receivables 12 6,128,170 2,784,551 c. Cash and bank balances 15 1,184,201 408,755 d. Short-term loans and advances 16 6,876,855 9,264,386 e. Other current assets 17 - 2,617,349 15,612,408 15,768,435 Total 65,202,068 93,541,390 Significant Accounting Policies and Notes on Accounts 1-24 The accompanying notes form an integrated part of the financial statements. As per our report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S)
P. R. Prasanna Varma N. R. Panicker Dr.M.Ayyappan Partner Chairman Director Membership No. 25854 A.Ramanathan Company Secretary Place: Chennai ` Date: 25/05/2017 47 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Statement of Profit and Loss for the year ended 31st March 2017
March 31, 2017 March 31, 2016 Income a. Revenue from operations 18 11,933,670 6,910,508 b. Other income 19 10,015,965 1,257,974 Total revenue 21,949,635 8,168,482
Expenses a. Cost of Services 20A 7,674,590 7,934,323 b. Materials Consumed 20B 4,004,624 1,170,782 c. Change in WIP and Finished Goods 20C (341,987) - b. Employee benefit expenses 21 6,910,634 6,388,036 c. Other expenses 22 15,144,183 25,649,370 Total expenses 33,392,044 41,142,511 "Earning before interest, tax, depreciation, amortisation and exceptional items (EBITDA) " (11,442,409) (32,974,029)
Depreciation & Amortisation 10 12,987,121 17,643,563 Less: Recoupment from Revaluation Reserve - 58,466 Net depreciation & amortisation 12,987,121 17,585,097 Finance cost 23 4,879,587 5,996,187 Profit / (loss) before exceptional item & tax (29,309,118) (56,555,313) Add: Exceptional items - - Profit/( loss ) before tax (29,309,118) (56,555,313) Tax expenses Current tax - - Defered tax - - Total tax expenses - - Profit/( loss ) for the year (29,309,118) (56,555,313) Earning per equity share (nominal value of share Rs.10) Basic & Diluted After excluding exceptional items (3.11) (5.58) On total Profit/(Loss) for the year (3.11) (5.58) Significant Accounting Policies and Notes on Accounts 1-24
The accompanying notes form an integral part of the financial results As per our report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S)
P. R. Prasanna Varma N. R. Panicker Dr.M.Ayyappan Partner Chairman Director Membership No. 25854 A.Ramanathan Company Secretary Place: Chennai ` Date: 25/05/2017
48 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Cash flow statement for the year ended
March 31, 2017 March 31, 2016 Profit before tax (29,309,118) (56,555,313) Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ Amortization 12,987,121 17,585,097 Provision for Doubtful debts - 14,907,398 Creditors no longer payable written back (3,900,459) Profit on sale of assets (Net) (516,252) Interest expense 4,879,587 5,996,187 Interest income (375,860) (27,108) Operating profit before working capital changes (16,234,980) (18,093,739) Movements in working capital : Increase/ (decrease) in trade payables 2,460,857 (9,059,440) Increase / (decrease) in long-term provisions 29,238 (34,758) Increase/ (decrease) in other current liabilities 4,993,630 2,016,884 Decrease / (increase) in inventories (729,788) (693,394) Decrease / (increase) in trade receivables (3,343,619) 12,122,848 Decrease / (increase) in long-term loans and advances (378,446) (3,534,142) Decrease / (increase) in short-term loans and advances 2,387,531 (426,148) Decrease / (increase) in other current assets 2,617,349 4,268,083 Cash generated from /(used in) operations (8,198,228) (13,433,806) Direct taxes paid (net of refunds) - - Net cash flow from/ (used in) operating activities (A) (8,198,228) (13,433,806) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (1,109,524) (15,244,597) Sale of assets 5,270,618 Interest received 375,860 27,108 Net cash flow from/ (used in) investing activities (B) 4,536,954 (15,217,489) Cash flows from financing activities Proceeds from issuance of equity share capital ( Preference Share Capital ) - - Repayment of long-term borrowings 9,316,307 34,721,187 Repayment of short-term borrowings - - Interest paid (4,879,587) (5,996,187) Increase in Fixed Deposits (121,579) - Net cash flow from/ (used in) in financing activities ( C) 4,315,141 28,725,000 Net increase/(decrease) in cash and cash equivalents (A + B + C) 653,867 73,705 Cash and cash equivalents at the beginning of the year 176,607 102,902 Cash and cash equivalents at the end of the year 830,474 176,607 Components of cash and cash equivalents Cash on hand 11,991 27,118 With banks- on current account 818,483 149,489 - unpaid dividend accounts Total cash and cash equivalents 830,474 176,607 Notes: 1) Cash and Cash Equivalents include Cash in Hand & Balance with Banks on Current Accounts and Deposit Accounts. 2) Previous year figures have been rearranged/regrouped wherever necessary. 3) This is the Cashflow Statement referred to in our report of even date. As per report of even date attached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S) P. R. Prasanna Varma N. R. Panicker Dr.M.Ayyappan Partner Chairman Director Membership No. 25854 A.Ramanathan Place: Chennai Company Secretary Date: 25/05/2017 49 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (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 in the factory area located at Sreekariyam, Trivandrum. Note : 01: Statement of significant accounting policies and practices 1.1 Basis of preparation The financial statements are prepared under historical cost convention in accordance with the Generally Accepted Accounting Principles in India and comply in all material respects with the Accounting Standards specified under the Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014. The Financial Statements have been prepared under the historical cost convention on accrual basis. The accounting policies have been consistently applied by the company and except as disclosed, are consistent with those used during the previous year. All the assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle . Based on the nature of Products and Services and the time between the acquisition of assets for operations and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be 12 months, for the purpose of current – non current classification of assets and liabilities. 1.2 Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year. (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. Inerest 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. 50 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
(ii) Leased assets Fixed assets acquired on finance lease have been capitalized at lower of present value of minimum lease payments or fair value. These assets have been depreciated over the useful life of the asset as technically ascertained by the company. (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. (iv) Depreciation / amortization Depreciation on Proeprty,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 five years.Fixed assets individually costing Rs 5,000 or less are fully depreciated on purchase during the relevant year.Assets installed in leased premises are amortized over the lease period of the premises Depreciation methods, useful lives and residual values are reviewed at each financial year end. Digital assets (Intangible) are amortized over the estimated life (revenue earning potential) of such assets under written down value method. 1.5 Employee Benefits: i) Defined contribution plan: Provident Fund / Employee State Insurance Scheme Contribution to Provident fund scheme and Employee State Insurance Scheme are charged to Profit and Loss account in the year of contribution. There are no other obligations other than such contribution payable to the respective fund / scheme. ii) Defined benefit plan: Gratuity Gratuity has been covered under group gratuity cum assurance scheme of Life Insurance Corporation of India. Accrued liability for gratuity as at the balance sheet date is ascertained on actuarial basis using projected unit credit method and balance in excess of fair value of the plan assets as at the yearend is duly provided for. iii) Compensated absences Short term compensated absences are provided for based on estimates at gross undiscounted values. Long term compensated absences are provided for based on actuarial valuation. 1.6 Provision for taxes: Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current taxes and liabilities are offset where there is a legally enforceable right to set off the recognized amounts and there is a intention to settle the asset and the liability on a net basis. Deferred Tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. In respect of undertakings the income of which is exempt under section 10B of the Income Tax Act, 1961, deferred tax liability on account of timing differences arising but getting reversed during the tax holiday period has not been recognized. 51 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 20152016-2017 - 2016
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainty as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized. The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and where deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing laws and same taxable entity. 1.7 Accounting for provisions, contingent liabilities and contingent assets: A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the management estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current management estimates. Contingent liabilities are disclosed by way of notes to the Balance Sheet. Provision is made in the accounts in respect of those liabilities which are likely to materialize after the 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. 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
52 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated) 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 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 detrmined on weighted average cost basis. Inventoires 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 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. ii.Conversion – Foreign currency monetary items are reported using the closing rate at the yearend. Non monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. iii.Exchange differences – exchange differences arising on the settlement or conversion of monetary items are recognized as income or as expenses in the period in which they arise. 1.14 Earnings Per Share The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares, if any, which would have been issued on the conversion of all dilutive potential equity shares. 53 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
2.0 Measurement of EBITDA The company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense.
NOTE 3.1 : SHARE CAPITAL
31.03.2017 31.03.2016
31.03.2017 31.03.2016
31.03.2017 31.03.2016
31.03.2017 31.03.2016
31.03.2017 31.03.2016
31.03.2017 31.03.2016
31.03.2017 31.03.2016
54 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
3.7 Rights, preferences and restricitions attached to shares Equity shares The company has one class of equity shares having a par value of Rs. 10 each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding. Preference Shares The company had issued 5,000,000 10% Cumulative Redeemable Preference Shares of a face value of Rs.10/- to the promoter company Accel Limited aggregating to Rs.50,000,000/- on August 14, 2013 against loan amount outstanding due to that Company as on that day. The Issue was approved by the share holders in the AGM held on August 14, 2013. The shares are redeemable after 7 years of the date of issue.
31.03.2017 31.03.2016 Capital reserve Balance as per the last financial statements 14,363,750 14,363,750 14,363,750 14,363,750 Revalua on Reserve 11,929,778 11,988,246 Less: Addi onal Deprecia on On Revalua on ‐ 58,468 Less: Adjusted against Property,Plant and Equipment 11,929,778 - 11,929,778 Capital Redemp on Reserve 2,100,000 2,100,000 Closing Balance 16,463,750 28,393,528 Surplus / (Deficit) in Statement of Profit and Loss Balance as per the last financial statements (348,129,720) (291,574,407) Add: Profit / (Loss) for the year (29,309,118) (56,555,313) (377,438,838) (348,129,720) (360,975,088) (319,736,192) 4.1 Going concern The company has suffered cash losses from its operations during the year. The accumulated losses as on the date of the balance sheet is more than 100% of its net worth. The current liabilities exceed the current assets by Rs.1,11,46,448.However, considering the expected future cash flows from the business and the intellectual property that the company is currently exploiting through global sales, the management is of the opinion that the company would be in a position to continue as a going concern. Further there is a proposal of merger of its holding company with the company which, if approved, would significantly improve the Net Worth and Cash Flow of the Company. (See also Note No: 24.9)
31.03.2017 31.03.2016 31.03.2017 31.03.2016 Rs Rs Rs Rs Term loans from banks ( in INR) Secured 26,566,798 39,421,975 12,800,000 8,400,000 Other loans and advances From Related Par es (Unsecured) 212,418,457 190,246,973 ‐ ‐ 238,985,255 229,668,948 12,800,000 8,400,000 5.1 Maximum amount due related par es at any me during the year As at As at March 31, 2017 March 31, 2016 Accel Limited 212,418,457 190,246,973 5.2. Details of Security The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee of its holding company M/s Accel Limited and personal guarantee of Mr N R Panicker, Promoter Director. 5.3 Terms of repayment Asset Backed Loan (ABL) from bank carries interest @ 11.05% p.a and the is repayable in 31 monthly instalments.The terms of repayment of interest free loan from Holding Company is not stipulated yet. 55 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
31.03.2017 31.03.2016 Gratuity (Funded) ‐ ‐ Leave Encashment (Non Funded) 59,034 29,796 59,034 29,796
a) Disclosure required under AS15 – “Employee Benefits” (Revised 2005) 1. Defined Contribu on Plan During the year, the company has recognized in the Profit and Loss Statement, an amount of Rs. 2,59,814(Previous Year Rs.1,86,371) on account of defined contribu on towards Provident Fund and towards Employees State Insurance Scheme. 2. Defined Benefit Plans Gratuity – Funded Obliga on 31.03.2017 31.03.2016 Discount Rate (per annum) 7.30% 8% Salary escala on rate 5% 5% Expected average remaining lives of working employees (year) 24 24
31.03.2017 31.03.2016 Present Value of Obliga on at beginging of the year 130,194 128,596 Current Services Cost 36,567 23,255 Interest Cost 10,408 10,310 Actuarial (Gain)/ Loss (136,906) 911,576 Benefits Paid ‐ (943,543) Present value of obliga on at the end of the year 40,263 130,194 31.03.2017 31.03.2016 Present value of obliga ons at the end of the year 40,263 130,194 Less: Fair Value of Plan Assets 413,271 381,775 Amounts recognised as liability/ (asset) (373,008) (251,581) Expenses recognized in the Profit & Loss Account Current Services Cost 36,567 23,255 Interest Cost 10,408 10,310 Actuarial (Gain)/ Loss (137,882) 911,175 Expected return on Plan Assets (30,520) (27,983) Past Service Cost ‐ ‐ Total expenses recognized in the Profit & Loss Statement for the year (121,427) 916,757
March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013 40,263 130,194 128,596 581,150 801,229 413,271 381,775 349,041 299,973 299,973 (373,008) (251,581) (220,445) 281,177 501,256 Note: The above disclosures and the breakup of liability into long term and short term are based on valua on report of an independent actuary and relied upon by the
31.03.2017 31.03.2016 7.30% 8% 5% 5% 24 24 The assump on of future salary increases taken into account of infla on, seniority, promo ons and other relevant factors such as supply and demand in the employment market.
56 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated) Reconcilia on of present value of obliga ons 31.03.2017 31.03.2016 Present Value of Obliga on at beginging of the year 30,796 65,554 Current Services Cost 56,836 20,552 Interest Cost 2,461 5,256 Actuarial (Gain)/ Loss (29,183) (60,566) Benefits Paid ‐ ‐ Present value of obliga on at the end of the year 60,910 30,796 Net (Asset) / Liability recognized in the Balance Sheet as at year end 31.03.17 31.03.16 Present value of onliga ons at the end of the year 60,910 30,796 Net present value of unfunded obliga on recognised as (assed) / liability in the Balance Sheet 60,910 30,796 Expenses recognized in the Pro & Loss Account Current Services Cost 56,836 20,552 Interest Cost 2,461 5,256 Actuarial (Gain)/ Loss (29,183) (60,566) Se elment Cost / (Credit) ‐ ‐ Past Service Cost ‐ ‐ Total expenses recognized in the Profit & Loss Statement for the year 30,114 (34,758)
As at As at 31.03.2017 31.03.2016 Dues to Micro, Small & Medium Enterprise ‐ Others For Goods / Service / Others 5,118,256 1,810,093 Expenses payable 3,854,455 8,602,220 8,972,711 10,412,313 7.1 Dues to Micro , Small & Medium Enterprises The company has ini ated the process of iden fying the suppliers who qualify under the defini on of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no in ma on has been received from the suppliers regarding their status under the said Act as at 31st March 2017 , disclosures rela ng to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.
As at As at 31.03.2017 31.03.2016 Current Maturity in Long Term Borrowings (SeeNote No.5) 12,800,000 8,400,000 Statutory remi ances 2,614,548 4,386,515 Advances received 2,369,721 5,000 17,784,269 12,791,515 NOTE 9: Short term provisions As at As at 31.03.2017 31.03.2016 Leave Encashment 1,876 1,000 1,876 1,000
57 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated) 10.4 Revalua on The company has revalued its land and buildings at Trivandrum during the year ended 31.03.2004, at the fair values determined by an independent external valuer. The valuer determined the fair value by reference to market‐based evidence. Considering the requirment of AS10 the balance in revalua on reserve has been adjusted against the fixed assets during the current financial year. 10.5 Lease Hold Land Land under Fixed Assets includes Rs.67.60 lacs being the value of land allo ed and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construc on of building to house its opera ons for which the registra on formali es are yet to be completed. As per the agreement with “ the party “, the said land is on a 90 year lease and has to be developed within a period of 3 years from the date of allotment i.e. on or before 05.04.2010,. The said land could not be developed within the me frame agreed on account of the difficult scenario being faced by the Anima on Industry in general and the company in par cular. KINFRA , in the mean me has changed the status of the SEZ from Anima on to include IT/ITES also., This has been approved by the Ministry of Industries & Commerce vide its le er dated 7th February 2012 . The company’s proposal to KINFRA to change our status to a co developer is s ll pending. 10.6 Impairment of Assets In the opinion of the management there is no impairment as on the date of the balance sheet in the value of the carrying cost of fixed assets of the company within the meaning of Accoun ng Standard – 28 on Impairment of Assets issued under Companies (Accoun ng Standards) Rules 2006, considering the revenue earning poten al of the company and based on the es mated future cash flows upon crystalliza on of enquiries received by the company for the intellectual property rights carried in the books as intangible assets. NOTE 11: NON-CURRENT INVESTMENT As at As at 31.03.2017 31.03.2016 Quoted (Non Traded) at cost Pi sburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) 2,165 2,165 (500 (500) Equity Shares of Rs. 10/‐ each fully paid)
2,165 2,165 Book Value at As at As at 31.03.2017 31.03.2016 Quoted 2,165 2,165 *Market Values as on 31/03/2017 in respect of the above quoted instruments could not be given on account of lack of details. NOTE 12: TRADE RECEIVABLES
31.03.2017 31.03.2016 31.03.2017 31.03.2016 Rs Rs Rs Rs (Unsecured Considered Good ) Outstanding for less than 6 months ‐ ‐ 6,128,170 2,784,551 Less: Provision ‐ ‐ ‐ ‐ Others ‐ ‐ Total - - 6,128,170 2,784,551
(Unsecured Considered Doubt full ) Outstanding for more than 6 months 29,814,796 29,814,796 Less: Provision (29,814,796) (29,814,796)
Total (0) - - - Grand Total (0) - 6,128,170 2,784,551 The confirma on of balances from concerned par es in respect of major accounts of sundry debtors, other receivables, loans and advances and sundry creditors outstanding as at the year‐end is yet to be received. NOTE 13 : Long term Loans & Advances As at As at 31.03.2017 31.03.2016 (Unsecured Considered Good) (a) Security deposits 6,593,035 6,514,589 (c)) Capital Advance 300,000 ‐ 6,893,035 6,514,589 58 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
NOTE 14 : Inventories As at As at 31.03.2017 31.03.2016 Raw materials 1,081,195 693,394 Work ‐ in Progress 341,987 ‐ Finished Goods ‐ ‐ 1,423,182 693,394 NOTE 15 : CASH & CASH EQUIVALENTS As at As at 31.03.2017 31.03.2016 Current Por on a. Cash on hand 11,991 27,118 b. Balances with banks In current accounts 818,483 149,489 Other Bank balances Demand deposits (less than 3 months maturity) ‐ ‐ Long term deposit with maturity more than 3 months but less than 12 months 353,727 232,148 1,184,201 408,755 NOTE 15 .1: Specified Bank Notes Transac ons in cash during 9th November 2016 to 30th December 2016 Par culars Specified "Other Bank Notes Denomina on Total Notes" Closing cash in hand as on 08.11.2016 2,000 9,787 11,787 (+) Permi ed receipts 88,000 88,000 (‐) Permi ed payments 67,530 67,530 Sub total 2,000 30,257 32,257 (‐) Amount deposited in Banks 2,000 ‐ 2,000 Closing cash in hand as on 30.12.2016 - 30,257 30,257 NOTE 16 : SHORT TERM LOANS & ADVANCES As at As at 31.03.2017 31.03.2016 (Unsecured Considered Good) (a) Loans and advances to employees ‐ 432,000 (b) Prepaid expenses ‐ 10,496 (c) Balances with government authori es 6,503,847 8,399,949 (d) Travel & Trade advances ‐ 170,360 (e) Gratuity Fund 373,008 251,581 6,876,855 9,264,386 NOTE 17 : Other Current Assets As at As at 31.03.2017 31.03.2016 (a) Unbilled Revenue ‐ 2,617,349 ‐ 2,617,349 1) In the opinion of the Directors, the current assets, loans and advances have the value in which they are stated in the balance sheet, if realized in the ordinary course of business. 2) Unbilled revenue represents amount Rs.Nil(PY:Rs.26,17,349)recognized based on services performed in advance of billing in accordance with contractual terms.
59 ( ACCEL C I N
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 :L30007 (All amounts are in Indian Rupees, unless otherwise stated)
TRANSMA T
10. Property ,Plant and Equipment and Capital Work in Progress N 1986
Cost as on Total as on Upto Upto As on As on
01.04.2016 31.03.2017 01.04.2016 31.03.2017 31.03.2017 31.03.2016 P L TIC LIMITED C
1 Land ( Pl. see note: 9.5) 19,040,479 ‐ ‐ 19,040,479 ‐ ‐ (10,939,354) 10,939,354 8,101,125 19,040,479 100219) 2 Factory building ( Pl See note 9.4 ) 5,858,330 ‐ ‐ 5,858,330 3,110,705 195,668 (990,424) 4,296,797 1,561,533 2,747,625 3 Plant and equipment 28,288,203 ‐ 21,124,265 7,163,938 27,713,351 387,326 20,936,740 7,163,937 1 574,852 4 Furnitures and fixtures 16,721,879 ‐ 11,185,924 5,535,955 14,078,142 839,512 9,578,842 5,338,812 197,143 2,643,737
5 Vehicle 2,133,358 ‐ 2,133,358 ‐ 2,133,357 ‐ 2,133,357 ‐ ‐ 1 AnnualR 6 Office equipments 2,271,973 ‐ 2,090,620 181,353 1,269,286 24,312 1,217,041 76,557 104,796 1,002,687 7 Computers & Computer So ware 70,438,848 99,910 59,187,919 11,350,839 70,256,430 129,095 59,126,692 11,258,833 92,006 182,418 TOTAL (A) 144,753,070 99,910 95,722,086 49,130,894 118,561,271 1,575,913 81,062,894 39,074,290 10,056,604 26,191,799 Previous Year 144,450,270 302,800 - 144,753,070 116,128,627 2,432,659 - 118,561,271 26,191,799 28,321,643
10.2 Intangible assets
Cost as on Total as on Upto Upto As on As on 60 01.04.2016 31.03.2017 01.04.2016 31.03.2017 31.03.2017 31.03.2016
1 So ware Lisences 23,114,364 6,390,897 16,723,467 19,264,489 1,089,442 4,365,945 15,987,986 735,481 3,849,875 2 " Intangible Assets ‐ Intellectual Property Rights " 176,944,876 ‐ ‐ 176,944,876 135,730,349 10,321,766 146,052,115 30,892,761 41,214,527 TOTAL (B) 200,059,240 - 6,390,897 193,668,343 154,994,838 11,411,208 4,365,945 162,040,101 31,628,242 45,064,402 Previous Year 200,024,841 34,399 - 200,059,240 139,783,934 15,210,904 - 154,994,838 45,064,402 60,240,907
10.3 Capital Work In Progress
Cost as on Total as on Upto Upto As on As on 01.04.2016 31.03.2017 01.04.2016 31.03.2017 31.03.2017 31.03.2016
1 Capital Work In Progress ‐ 1,009,614 ‐ 1,009,614 ‐ ‐ ‐ ‐ 1,009,614 ‐ eport 2016-2017 TOTAL © - 1,009,614 - 1,009,614 - - - - 1,009,614 - Preovious Year
Grand Total CY 344,812,310 1,109,524 102,112,983 243,808,851 273,556,109 12,987,121 85,428,839 201,114,391 42,694,459 71,256,201 Grand Total PY 344,475,111 337,199 - 344,812,310 255,912,561 17,643,563 - 273,556,109 71,256,201 88,562,550 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated) NOTE 18: Revenue from opera ons Year Ended Year Ended 31.03.2017 31.03.2016 ANIMATION SERVICES Sofware Services ‐ Exports 4,022,643 2,369,099 Sofware Services ‐ Domes c 210,711 2,243,612 4,233,354 4,612,711 Engineering Services Manufacturing Sales‐ Gross 5,770,438 1,975,948 Less: Excise Duty 644,857 219,552 Manufacturing Sales‐ Net 5,125,581 1,756,396
Service Income 2,574,735 541,401 7,700,316 2,297,797 11,933,670 6,910,508 NOTE 19 : Other Income Year Ended Year Ended 31.03.2017 31.03.2016 Interest Income 375,860 27,108 Other Non Opera ng Income 1,440,000 1,230,866 Profit on Sale of Asset 4,261,851 ‐ Creditors No Longer Required Wri en Back 3,900,459 ‐ Misc Income 37,795 ‐ 10,015,965 1,257,974 NOTE 20 A : Cost of Services Year Ended Year Ended 31.03.2017 31.03.2016 Cost of Services ‐ Anima on Services 6,654,590 7,137,706 Cost of Services ‐ Engineering Services 1,020,000 796,617 7,674,590 7,934,323 NOTE 20 B : Materials Consumed Year Ended Year Ended 31.03.2017 31.03.2016 Opening Stock 693,394 ‐ Add: Purchases 4,392,424 1,864,176 Less: Closing Stock 1,081,194 693,394 4,004,624 1,170,782
NOTE 20 C: Changes in Inventories of Finished Goods , WIP Year Ended Year Ended 31.03.2017 31.03.2016 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) -
NOTE 21 : Employee Benefits Expenses Year Ended Year Ended 31.03.2017 31.03.2016 Salaries & Wages 6,424,670 5,040,922 Contribu on to Provident and other welfare funds 259,814 186,371 Staff Welfare Expenses 317,463 278,744 Gratuity (121,427) 916,757 Leave Encashment 30,114 (34,758) 6,910,634 6,388,036
61 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
NOTE 22 : Other Expenses Year Ended Year Ended 31.03.2017 31.03.2016 Rent 3,285,274 2,739,503 Power and fuel 517,588 1,500,131 Insurance 1,748 3,692 Foreign Exchange Loss/(Gain) ‐ Net 84,127 29,362 Rates & taxes 933,924 663,314 Repair and maintenanace Repair to building 281,521 1,182,137 Repair to machinery ‐ ‐ Others 1,585,412 998,584 Travelling & conveyance 586,051 990,037 Prin ng and sta onery 261,993 336,842 Postage, telegram & telephone 237,111 373,915 Consultancy charges 2,365,473 723,621 Payment to auditors Auditor Remunera on 176,500 168,540 Assets wri en off 3,745,599 ‐ Miscellaneous expenses 834,590 709,447 Packing and forwarding charges 159,849 151,372 Provision for Doub ul Debts ‐ 14,907,398 Marke ng & distribu on expenses 87,424 171,475 15,144,183 25,649,370 Note 23 : Finance cost Year Ended Year Ended 31.03.2017 31.03.2016 Interest Expenses On Term Loans 4,866,083 5,943,016 Bank charges and commission 13,504 53,171 4,879,587 5,996,187 Note 24: Other Notes Note 24.1: Earnings per share (Basic and diluted): Sl.No Par culars 31.03.2017 31.03.2016 1 Profit / (Loss) a er taxa on (29,309,117) (56,555,313) 2 Less: Preference Dividend 5,000,000 5,000,000 3 Profit / (Loss) available to Equity Shareholders (34,309,117) (61,555,313) 4 Less: Excep onal Item ‐ ‐ 5 Profit / (Loss) Without Excep onal Item (34,309,118) (61,555,313) 6 Weighted average number of equity shares 11,037,401 11,037,401 7 Basic & Diluted earnings per share with Excep onal Item (3.11) (5.58) 8 Basic & Diluted earnings per Share without Excep onal Item (3.11) (5.58) Note 24.2: Taxa on: Provision for current tax is made on the basis of the assessable Income and /or Mat Provisions, at the tax rate applicable to the relevant assessment year. No tax provision is made under normal as well under MAT considering the brought forward losses of the company as a whole. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substan vely enacted by the Balance Sheet date The net Deferred Tax Asset at the year end is not recognized as a ma er of prudence.
Note 24.3: Related Party Disclosures Controlling Company Associates Accel Limited Accel Media Ventures Limited Accel Frontline Limited Key Management Personnel: N R Panicker Non Execu ve Chairman A Ramanathan Company Secretary (w.e.f 08‐02‐17) Shoba Giridharan Company Secretary (upto 07‐02‐17) 62 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated)
Note 24.4: Transac ons Controlling Companies under Key management Par culars of Transac ons with related par es Company common personnel management Receiving of services / purchases 329,967 (2,396,155)
Rent Receipts 1,440,000 (1,194,751) Finance (including loans & equity contribu on in cash or in kind) 212,418,457 (190,246,973) Remunera on / CLA to MD 2,625,000 ‐ Rendering of services / sales 6,280,279 ‐ Trade Advance 2,369,721 ‐ Remunera on to Company Secretary 506,119 (264,000)
Note 24.5: Deriva ves Sl.No Par culars 31.03.2017 31.03.2016 1 Category wise quan ta ve data about Deriva ve instruments outstanding at the Balance sheet date Nil Nil 2 Purpose of Hedging Not Applicable Not Applicable 3 Foreign Currency Exposure that are not hedged by a deriva ve Instrument or otherwise: Due to creditors Nil Nil Due from Debtors Nil Nil USD 37,165 EUROS 285,956
Note 24.6: Con ngencies and commitments (Rupees in Lacs) 31.03.2017 31.03.2016 Arrears of Preferrence Dividend 150 100 Outstanding bank guarantees / le er of Credits 1.1 1.1 Income Tax Demands 136.11 136.11 Service tax 16.61 16.50 Customs 33.88 33.88 PF & Others 36.28 19.43
Es mated amount of Contracts remaining to be executed on Capital account and not provided for (Net of Advances) is Rs. Nil (Previous year Rs.Nil )
It is not prac cable for the company to es mate the mings of cash flows, if any, in respect of the above pending resolu ons of the respec ve proceedings. The company does not expect any reimbursement from third par es in respect of the above con ngent liability.
Note 24.7: Segment Repor ng The Company is engaged in the business providing anima on services which is considered to be the only reportable business segment as per the Accoun ng Standard 17.
63 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017 (All amounts are in Indian Rupees, unless otherwise stated) Revenue by Industry segment (Rupees in Lacs)
31.03.2017 31.03.2016 Anima on 84.95 45.83 Engineering Services 77.00 22.98 Total segment Revenue 161.96 68.81 Segment Results Anima on (315.69) (514.01) Engineering Services 13.86 (4.17) TOTAL (301.83) (518.18) Less : Interest ( Net ) 48.80 59.96 Add: Unallocated Income 57.54 12.58 Total Profit / ( Loss ) before tax (293.09) (565.55) Capital Employed Segment Assets - Segment Liabili es Anima on 316.84 553.83 Engineering Services 33.69 16.55 Unallocated Segment Assets less unallocated Segment Liabili es (2,356.55) (2,164.01) Total (2,006.01) (1,593.63) Note 24.8: Addi onal Informa on pursuant to Part II of Schedule VI of the Companies Act, 1956, to the extent applicable. (a) CIF Value of Imports 31.03.2017 31.03.2016 Raw Materials & Components 778,562 ‐ Capital Goods ‐ ‐
(b) Earnings in foreign currency - accruals 31.03.2017 31.03.2016 Towards income from services 5,106,267 2,369,099
( c ) Expenditure in foreign currency 31.03.2017 31.03.2016 Services ‐ ‐ Towards Foreign Travel ‐ ‐
(d) Number of Non Resident Shareholders and dividends paid to them. (On payment basis) No of Share Holders Dividend Paid Non Resident Shareholders 37 Nil Previous year's figures have been regrouped , recasted and rearranged wherever necessary, to suit the current period layout. Note 24.9: Merger The Board of Directors of the Company, in its mee ng held on 27th March 2015 has approved a proposal for merger of the holding company M/s Accel Limited, with the company w.e.f 1st April 2014 (Appointed Date) subject to necessary statutory and other approvals. Accordingly, a scheme of amalgama on has been drawan up and submi ed to BSE Ltd., (Stock Exchange), which is pending for their approval. Necessary adjustment in tha accounts would be incorported on approval of the scheme by appropriate authori es. As per our report of even date a ached For Varma and Varma For and on behalf of the Board of Directors Chartered Accountants (FRN: 004532S) P. R. Prasanna Varma N. R. Panicker Dr.M.Ayyappan Partner Chairman Director Membership No. 25854 A.Ramanathan Company Secretary Place: Chennai ` Date: 25/05/2017 64 ACCEL TRANSMATIC LIMITED (CIN:L30007TN1986PLC100219) Annual Report 2016-2017
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I Registration Details
Registration Number 18 - 100219
Balance Sheet Date 31st March 2016
II Capital raised during the year (Amounts in Rs. Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Share Application NIL
III Position of mobilisation and development of funds (Amount in Rs. Thousands)
Total Liabilities 418,436 Total Assets 418,436
Sources of Funds
Paid -Up Capital 160,374 Reserves & Surplus 28,394
Secured Loans 39,422 Unsecured Loans 190,246
Application of Funds
Net Fixed Assets 71,256 Investments 2
Net Current Assets (952) Misc.Expenditure -
Accumulated Losses 348,130 Deferred Tax Asset (Net) -
IV Performance of Company (Amount in Rs.Thousands)
Turnover 8,168 Total Expenditure 64,724
Profit/(Loss) before Tax (56,555) Profit/(Loss) After Tax (56,555)
Earnings/Share in Rs. (5.58) Dividend @ % NIL
V Generic Names Of Three Principal Products/Services Of Company (as per Monetary Terms)
Item Code No.(ITC Code) Product description
99831415 Animation Services 99833220 Engineering Services
65