Xchanging Solutions Limited ANNUAL REPORT 2017-18 TABLE OF CONTENTS 1. Boards’ Report 03 2. Management Discussion and Analysis 31 3. Corporate Governance Report 37 4. Standalone Financial Statements 53 5. Consolidated Financial Statements 112 6. Form AOC-1 173 7. Notice 174 8. Proxy Form 187 BOARD OF DIRECTORS Ashok Kumar Ramanathan - Independent Director and Chairman Henry D Souza - Independent Director Kalpana Tatavarti - Non-Executive Director Chandrasekhara Rao Boddoju - Managing Director and Chief Executive Officer Shrenik Kumar Champalal - Whole Time Director CHIEF FINANCIAL OFFICER Suresh Akella COMPANY SECRETARY Mayank Jain STATUTORY AUDITORS Deloitte Haskins & Sells LLP ASV Ramana Towers, 52, Venkatnarayana Road, T Nagar, Chennai, 600017, India REGISTERED OFFICE REGISTRAR AND TRANSFER AGENT SJR I-Park Plot No. 13, 14, 15 Karvy Computershare Private Limited EPIP Industrial Area Karvy Selenium Tower B, Plot 31 - 32 Phase I, Whitefield Gachibowli, Financial District, Bangalore 560 066 Nanakramguda, Karnataka Hyderabad – 500 032 Phone +91 80 30540000 Phone : 040-67162222 Fax +91 80 41157394 Fax : 040-23001153 Email: [email protected] Email : [email protected] Website: www.xchanging.com Website : www.karvy.com CIN: L72200KA2002PLC030072 Annual Report 2017-18 Xchanging Solutions Limited 1 LIST OF ALL ANNEXURES A. BOARDS’REPORT Annexure – I Particulars of contract / arrangements with related parties (Form AOC-2) Annexure – II Secretarial Audit Report (Form MR – 3) Annexure – III Remuneration to Directors / KMP / Employees Annexure – IV Annual Report on CSR activities of the Company Annexure – V Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earning and Outgo Annexure – VI Extract of Annual Return (Form MGT – 9) B. CORPORATE GOVERNANCE REPORT Annexure – A Compliance Certificate Annexure – B Certificate on Corporate Governance Report 2 Xchanging Solutions Limited Annual Report 2017-18 BOARDS’ REPORT Dear Shareholders, under Regulation 34(2)(e) of the SEBI (Listing The Board of Directors (“Board”) is pleased to present Obligation and Disclosure Requirements) the Seventeenth Annual Report and the Audited Financial Regulations, 2015 (“Listing Regulations”) is Statement of the Company for the financial year ended presented in a separate section and forms an integral 31 March 2018. part of this Report. A. FINANCIAL RESULTS D. DIVIDEND The highlights of standalone and consolidated The Board does not recommend a dividend per financial results of the Company for the financial year equity share. ended 31 March 2018 and 31 March 2017 are as under: E. TRANSFER TO RESERVES (INR in Lakhs) During the financial year under review, the Company is not required to transfer any amount to the General PARTICULARS STANDALONE CONSOLIDATED Reserve. For the For the For the For the Financial Financial Financial Financial F. SUBSIDIARY year period year period ended ended ended ended In your company has 3 (three) direct subsidiaries 31 Mar 31 Mar 31 Mar 31 Mar and 2 (two) step down subsidiaries for the financial 2018 2017 2018 2017 year ended 31 March 2018. (12 (15 (12 (15 months months months months During the financial year ended 31 March 2018 under period) period) period) period) review, there have been no material changes in the Total Income 6,641 10,976 20,167 32,117 business of the subsidiaries. In terms of Section Total Expenditure 5,239 11,302 15,985 29,813 129(3) of the Companies Act, 2013 (‘Act’), the Company has prepared a statement containing the Profit before Interest, Depreciation and Tax 1,402 (326) 4,182 2,304 salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 which is Depreciation & Amortization 102 280 117 305 attached to the Financial Statements of the Company. Finance Costs 4 15 4 15 The Financial Statements of Subsidiary Companies Profit/(Loss) before Tax 1,296 (621) 4,061 1,984 are kept open for inspection by the shareholders at Income Tax (including the Registered Office of your Company during deferred tax) 735 47 897 156 business hours on all days except Saturdays, Net Profit/(Loss) after Tax 561 (668) 3,164 1,828 Sundays and public holidays upto the date of the other Comprehensive Income/ Annual General Meeting (‘AGM’) as required under (Expenditure) 29 1 203 (127) Section 136 of the Act. Any member desirous of Total Comprehensive Income/ obtaining a copy of the said financial statements may (Expenditure) 590 (667) 3,367 1,701 write to the Company at its Registered Office. The Earnings/(Loss) per share Rs. 0.50 (0.60) 2.84 1.64 financial statement including the consolidated financial statement and all other documents required B. REVIEW OF OPERATIONS to be attached with this report have been uploaded During the financial year ended 31 March 2018, the on to the website of your Company viz. http:// consolidated income of the Company was Rs 20,167 www.xchanging.com/investor-relations/xsl-content. Lakhs as against Rs 32,117 Lakhs during the previous year ended 31 March 2017 (15 months G. RELATED PARTY TRANSACTIONS period). At a standalone level, the total income of All Related Party Transactions were placed before the Company for the financial year ended 31 March the Audit Committee for approval as per the Related 2018 amounted to Rs 6,641 Lakhs compared to Rs. Party Transactions Policy of the Company as 10,976 Lakhs during the previous year ended 31 approved by the Board. The policy is also uploaded March 2017 (15 months period). on to the website of the company and can be accessed through the link http://www.xchanging.com/ C. MANAGEMENT DISCUSSION AND ANALYSIS investor-relations/xsl-content. Management Discussion and Analysis for the All related party transactions that were entered into financial year ended 31 March 2018 as stipulated during the financial year were on an ‘arm’s length Annual Report 2017-18 Xchanging Solutions Limited 3 Boards’ Report basis’ and were in the ordinary course of business. I. PARTICULARS OF LOANS, GUARANTEES, Particulars of contracts or arrangements with related INVESTMENTS AND SECURITIES parties in the prescribed Form AOC-2, is provided Details of loan, Guarantee and Investment covered as Annexure - I to this Boards’ Report. under Section 186 of the Act are provided in the notes to financial statements. H. AUDITORS (i) Statutory Auditors and Auditors’ Report J. PUBLIC DEPOSITS The Shareholders of the Company in the 16th Your Company has neither invited nor accepted any AGM of the Company had appointed M/s Deloitte deposits from public within the meaning of Section Haskins & Sells LLP, Chartered Accountants, 73 of the Act read with Companies (Acceptance of (Firm Registration No. 117366W/W-100018), Deposits) Rules 2014 during the period under review. (“Deloitte”) as the Statutory Auditors of the Company to hold office from the conclusion of K. EMPLOYEES the 16th AGM till the conclusion of the 20th AGM (i) Key Managerial Personnel (KMP) of the Company subject to ratification of their The following have been designated as the Key appointment at every AGM by the shareholders, Managerial Personnel of the Company pursuant if required pursuant to the provisions of the to Sections 2(51) and 203 of the Act read with Companies Act, 2013. Central Government vide the Companies (Appointment and Remuneration Companies (Amendment) Act, 2017 has of Managerial Personnel) Rules, 2014: amended the provisions of Section 139 of the a) Mr. Srikrishna Madhavan– Managing Act and ratification of appointment of Statutory Director and Chief Executive Officer (from Auditors in every AGM is no longer required. 11.11.2016 to 13.10.2017) Therefore, matter relating to ratification of b) Mr. Ramaswamy Sankaranarayanan appointment of Deloitte is not required to be Kavalapara – Managing Director (Interim) placed before the members at the ensuing 17th and Chief Executive Officer (Interim) (From Annual General Meeting. 14.10.2017 to 30.03.2018) The written consent from Deloitte to act as c) Mr. Shrenik Kumar Champalal - Whole Time Statutory Auditor along with the certificate in Director and Chief Executive Officer (Interim) compliance of the provisions of the Companies (From 31.03.2018 onwards). He resigned as Act, 2013 has been received Chief Executive Officer (Interim) on The Statutory Auditors had carried out audit of 08.08.2018. financial statements of the Company for the d) Mr. Suresh Akella- Chief Financial Officer financial year ended 31 March 2018 pursuant to (From 29.05.2017 onwards) the provisions of the Act. The reports of Statutory e) Mr. Mayank Jain - Company Secretary (From Auditors forms part of the Annual Report. The 26.02.2016 onwards) reports are self-explanatory and does not contain any qualifications, reservations or adverse (ii) Employees’ Stock Option Plan (ESOP) remarks. ESOP scheme has been lapsed and (ii) Secretarial Auditor consummated during the year ended 31 December 2015 and therefore, during the period Pursuant to the provisions of Section 204 of the under review no ESOP scheme exists in the Act and the Companies (Appointment and Company. Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankush (iii) Particulars of Employees and Related Agarwal (M/s. Ankush Agarwal & Associates, Disclosures Company Secretaries), to undertake the The statement of Disclosure of Remuneration Secretarial Audit of the Company. Accordingly, under Section 197 of the Act and Rule 5(1) of in terms of provisions of Section 204(1) of the the Companies (Appointment and Remuneration Act, a Secretarial Audit Report