31st annual report 2016 - 2017 - bombay stock …...financial statements of the company as at march...

ACCEL TRANSMATIC LIMITED

31st Annual Report

2016 - 2017

ACCEL TRANSMATIC LIMITEDCIN :L30007TN1986PLC100219III Floor, SFI COMPLEX177 Valluvar Kottam High RoadNungambakkam, Chennai � 600 034Telephone: 044-28222262E-Mail: [email protected]

ACCEL TRANSMATIC LIMITED*Forward looking statement*In this annual report, we have mentioned certain forward lookinginformation to enable investors to comprehend our businessmodel and future prospects and make informed investment decisions.This annual report and other communications from us, oralor written, may include certain forward looking statements thatset out certain anticipated results based on managements� assumptions and plans. Even though the management believes thatthey have been prudent in making such assumptions, we cannotguarantee 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 andunknown. We request readers to bear this in mind while readingthis 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

1

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. N.R. PanickerChairman & Managing Director

Dr. C. N. RamchandIndependent Director

Dr. M. AyyappanIndependent Director

Ms. Shruthi PanickerDirector

Mr. K.R. ChandrasekaranIndependent Director (upto 30.12.2016)

Mr. N. Gopalakrishnan NairIndependent Director (upto 30.12.2016)

Mr. C.K. Kerala VarmaIndependent Director (upto 30.12.2016)

BOARD COMMITEESAUDIT COMMITTEEDr. M. AyyappanMs. Shruthi PanickerDr. C.N. Ramchand

NOMINATION AND REMUNERATION COMMITTEEDr. C.N. RamchandMr. N.R. PanickerDr. M. Ayyappan

STAKEHOLDERS’ RELATIONSHIP COMMITTEEDr. C.N. RamchandDr. M. AyyappanMr. N.R. Panicker

COMPANY SECRETARYMs. Shoba Giridharan (upto 08.02.2017)Mr. A. Ramanathan (w.e.f. 08.02.2017)

LEGAL ADVISORSM/s. Ramasubramaniam & Associates6/1, Bishop Wallers Avenue (West)Mylapore, Chennai 600 004

SECRETARIAL AUDITORR. Kannan,Practising Company SecretaryDoor No.6A, 10th Street New Colony,Adambakkam, Chennai - 600 088

STATUTORY AUDITORS

M/s. Varma & Varma106, “Sreela Terrace”First Main Road, Gandhi NagarAdayar, Chennai 600 020

INTERNAL AUDITORSM/s. Vijayakumar & EaswaranChartered AccountantsSasthamangalamTrivandrum 695 010

BANKERSM/s. State Bank of India, TrivandrumM/s. The Federal Bank Ltd, Chennai

REGISTERED OFFICE“Accel House” 3rd FloorN o . 7 5 N e l s o n M a n i c k a m Ro a d , Aminjikarai, Chennai 600 029

CORPORATE OFFICE“SFI Complex” 3rd Floor, No.176, Valluvarkottam High RoadNungambakkam, Chennai 600 034

REGISTRARS & SHARE TRANSFER AGENTSM/s. Integrated Enterprises (India) LtdKENCES Towers, 2nd Floor, No.1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017.

S T O C K E X C H A N G E W H E R E COMPANY’S SHARES ARE LISTEDThe BSE Limited, 25th Floor, P.J. Towers,Dalal Street, Mumbai 400 001

ANIMATION DIVISION1) No.55, 1st Floor, Murugesa Naicker

Office Complex, Greams Road, Thousand Lights, Chennai 600006.

2) DRISHYA Building, Animation SEZ, KINFRA Film & Video Park

Kazhakuttam, Trivandrum 695585

ENGINEERING DIVISION:Shed No.34, SIDCO Electronics Complex, Guindy, Chennai 600032

COMPANY IDENTIFICATION NUMBER: L30007TN1986PLC100219GSTIN : 32AAACT8542K1Z8 Thiruvananthapuram 33AAACT8542K1Z6 Chennai

ACCEL TRANSMATIC LIMITED(CIN:L30007TN1986PLC100219) Annual Report 2016-2017

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NOTICE TO MEMBERS

To

THE MEMBERS OF ACCEL TRANSMATIC LIMITED

NOTICE is hereby given that the Thirty First Annual General Meeting of the members of Accel Transmatic Limited will be held as under:

Day : Thursday

Dat : 28th September

Time : 11.30 A.M.

Venue : “Hotel RainDrops”, 169/2, Greams Road, Chennai - 600 006.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company as at March 31, 2017 including Audited Balance Sheet as at March 31, 2017 and the statement 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 modificat ion 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 fol lowing 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 jayakumar & Easwaran, Char te red Accoun tan t s ( F i rm Reg i s t ra t i on No . 004703S), be and is hereby appointed as Auditors of the Company in place of the retiring auditors M/s. Varma & Varma. Chartered


Accountants, (Firm Registration No.04532S), to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of Thirty Sixth AGM to be held in the year 2022 (subject to ratification of their appointment at every AGM if so required under the "Act"), at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

By order of the Board A. Ramanathan

Company Secretary

Registered OfficerdAccel House, 3 Floor

75, Nelson Manickam Road Chennai 600 029 CIN:L30007TN1986PLC100219

Place: ChennaiDate :25/05/2017

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NOTES:

1. The Explanatory Statement pursuant to Section 102(1) and (2) of the Companies Act, 2013 in respect of Item No.3 is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. Provided that a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member.

4. Proxies, in order to be effective should be duly stamped, completed, signed and must be sent to the Company so as to receive at its registered office not later than 48 hours before the commencement of the AGM.

5. Corporate members intending to send their authorized representatives to attend the AGM are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the AGM.

6. The members are requested to bring duly filled attendance slip along with their copy of Annual Report at the AGM.

7. Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

8. The Register of Contracts and Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

9. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Clause 35B of the Listing Agreement, the Company is pleased to provide members the facility to exercise their right to

st vote on resolutions at the 31 AGM by electronic means and all the items of the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL). In order to enable its member, who do not have access to e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, the Company is enclosing Ballot Form along with the Notice. Instructions for Ballot Form are given at the back of the said form and instructions for e-voting are given with this Annual Report. Resolutions passed by members through Ballot Forms or e-voting is deemed to have been passed as if they have been passed at a General Meeting of the members. Members of the Company holding shares either in physical form or in dematerialized form as on the cut off date i.e. 21-09-2017 may cast their votes by electronic means, Ballots enclosed or in the AGM.

10. The facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting or by ballot form shall be able to exercise their right at the meeting.

11. The members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

st12. The Notice of 31 AGM, details and instructions for e-voting and the Annual Report of the Company for the year ended 31st March, 2017 is uploaded on the Company's website www.acceltransmatic.com and may be accessed by the members. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days.

Copies of the above documents are being sent by electronic mode to the members whose email addresses are registered with the Company / Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

13. A person, whose name is recorded in the register of members or in the register of


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members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. 21-09-2017 only shall be entitled to avail the remote e-voting facility as well as voting in the AGM.

14. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e. 21-09-2017 (“Incremental Members”) may obtain the User ID and password by either s e n d i n g a n e - m a i l r e q u e s t t o [email protected] or calling on Toll free No. 1800-222-990.

15. If the member is already registered with NSDL e-voting platform then he can use his existing User ID and password for casting the vote through remote e-voting.

16. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least 2 witnesses not in employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer's Report of the total votes cast in favour of or against, if any, not later than 3 days after the conclusion of the AGM to the Chairman of the Company. The Chairman, or any other person authorized by the Chairman, shall declare the result of the voting forthwith.

17. The members are requested to intimate to the Company, queries, if any, at least 10 days before the date of the meeting to enable the management to keep the required information available at the meeting.

18. Pursuant to Section 91 of the Companies Act 2013, the Register of Members and the Share Transfer Register of the Company will remain closed from 22-09-2017 to 28-09-2017 (both days inclusive).

19. Trading in the shares of the Company can be done i n d ema te r i a l i z ed f o rm on l y. Dematerialization would facilitate paperless trading through state-of-the-art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share certificate and will not attract any stamp duty. Hence, we request all t hose member s who have s t i l l no t dematerialized their shares to get their shares dematerialized at the earliest.

20. Members are requested to note that dividends not encashed or claimed within seven years

from the date of transfer to the Company's Unpaid Dividend Account, will, as per Section 124 of the Companies Act, 2013, be transferred to the IEPF.

21. The Company has transferred the unpaid or unclaimed dividends declared upto financial year 2006-2007 from time to time on due dates to the Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of the IEPF fund (Uploading of Information regarding Unpaid and Unclaimed Amounts lying with the Company) rules 2012. The Company has uploaded the details of Unpaid and Unclaimed

thamounts lying with the Company as on the 29 September 2014 (date of the last Annual General Meeting on the website of the Company and also on the website of the Ministry of Corporate Affairs)

22. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination in the prescribed Form SH-14 with the Company's Registrar & Transfer Agents In respect of shares held in Electronic / Demat form, the nomination form may be filed with the respective Depository Participant.

23. As required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the information (including profile and expertise in specific functional areas) pertaining to Directors recommended for appointment / re-appointment in the AGM is forming part of the Explanatory Statement given below. The Directors have furnished the requisite consent / declarations for their appointment / re-appointment as required under the Companies Act, 2013 and the Rules there under.

24. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their Demat accounts and members holding shares in physical form to the Company / Registrar & Transfer Agents.

25. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (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 date of the AGM of the Company.

26. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Company / Depository Participant(s) for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

27. Instructions for e-voting:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) 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 ) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

NOTE: The Facility for Voting shall be decided by the company i.e. “remote e-voting” or “Ballot Paper” or “Poling Paper”

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The e-voting period commences on 25-09-2017 (9.00A.M IST) and ends on 27-09-2017 (5.00P.M IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on 21-09-2017 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, he shall not be allowed to change it subsequently or cast vote against

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :

i. Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

ii. Launch internet browser by typing the f o l l o w i n g U R L : https://www.evoting.nsdl.com/

iii. Click on Shareholder - Login

iv. Put user ID and password as init ia l password/PIN noted in step (i) above. Click Login.

v. Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii. Select “EVEN” of “Accel Transmatic Limited”.

viii. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote.

xii Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected].

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company / Depository Participants(s) or requesting physical copy] :


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(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number)USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on 21-09-2017. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote-voting as well as voting at the meeting through ballot paper.

X. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut-off date, 21-09-2017 may obtain the login ID and password by sending a request at [email protected] or M/s. Accel Transmatic Limited / M/s. Integrated Enterprises (India) Ltd..

However, if you are already registered with NSDL for remote e-voting then you can use your existing User ID and password for casting your vote. If you have forgotten your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIII. Mr. R. Kannan, Practising Company Secretary (Membership No:6718) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including Ballot Forms received from the members who do not have access to the e-voting process) in a fair and transparent manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” or “Poling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results declared along with the report of the Scrutinizer shall be placed on the Company’s website and on the website of the Company www.acceltransmatic.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd, Mumbai.

By order of the Board

A.Ramanathan Company Secretary





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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.RamanathanCompany Secretary





Annexure A

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

AT THE ANNUAL GENERAL MEETING

(Pursuant to Clause 49 of the Listing Agreement)

PARTICULARS

Date of Birth

Date of Appointment

Qualification

Expertise

Chairmanship / Membership of the Committee of other companies in which he is a Director

Directorship of other Companies(excluding Foreign Companies / Section 8 Companies

Chairmanship / Membershipo f t he Commi t t ee o f o t he r companies in which he is a Director

No. of shares held in the Company

Ms. Shruthi Panicker

26.05.1987

31.03.2015

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

Associate Software Engineer, Manager – Corporate Planning and Strategies, Global Engagement Manager in reputed Companies.

Member in Audit Committee

Nil

Nil

106,851 shares

8


9

Directors’ Report

To

The Members of Accel Transmatic Limited

Your Directors have pleasure in presenting the 31st

Annual Report of ACCEL TRANSMATIC LIMITED

(the Company) Standalone financial statement

along with the audited financial statements for the

financial year ended 31 March, 2017.

REVIEW OF OPERATIONS

During the year under review, your company

recorded total income of Rs. 21.95 mn (Previous

Year Rs.8.17 mn) comprising of Income from

Animation services Rs.4.23 mn Previous Year

Rs.4.61 mn) Engineering Services Rs.5.13 mn

(Previous Year 1.76 mn) other services Rs. 2.57

mn (Previous Year 0.54 mn) and other income

Rs.10.02 mn (Previous Year 1.26mn) The

Company reported a net loss of Rs.29.31 mn

including amortization costs of its intellectual

propert ies without matching revenue on

exploitation of those assets during the year under

review.

The company also provided for certain doubtful

receivables after a review and after continuous

follow up .

The company had filed a petition before the

honorable High Court of Madras for merger of the

holding company with the company with an

intention to revive the company’s business

activities. The whole process is pending for final

orders before the Honorable High Court. The

management is of the opinion that once the merger

is completed, the company will be in a position to

invest and revive the existing as well as new lines of

business to generate cash flows and profits. The

company has also drawn up plans for monetization

of its real estate assets, to create another revenue

stream.

The company continued to carry on the business of

content development services in Animation and

Visual Effects in a small way during the year under

review, and also pursued its efforts to monetize the

IPRs. During the financial year 2016-17, the

company started its Engineering Services Division

at its factory premises in Chennai contract

manufacturing and Engineering services. The

management is hopeful of scaling the operations in

both divisions substantially during the coming

years.

The highlights of the performance are discussed in

detail in the management discussion and analysis

report attached as Annexure to this report.

GOING CONCERN

The company has suffered losses for the past

several years. The accumulated losses as on date

of the Balance sheet is more than its net worth.

However, considering the expected diversification

with cash infusion planned by the promoters and

the cash flows expected to be received by the

company f rom exp lo i t ing i ts I PRS, the

management is of the opinion that the company

would be in a position to continue as a going

concern and hence the accounts have been drawn

up on such basis.

DIVIDEND

The Directors have not recommended dividend for

the financial year ended 31st March 2017

considering the losses and the necessary to

conserve available resources.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the

Act and rules made there-under, in respect of

employees of the company, is not required to be

provided since there are no employees covered

under the provision.

DISCLOSURE AS PER SEXUAL HARRASMENT

OF WOMAN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013.

“The company has in place an Anti-Sexual

Harassment policy in line with the requirements of

The Sexual Harassment of Women at the

workplace (Prevention, Prohibition & Redressal)

Act, 2013. Internal Complaints committee (ICC)

has been set up to redress complaints received

regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are

covered under this policy. The following is a

summary of Sexual harassment complaints

received and disposed off during the year 2016-17.

No of complaints:- Nil

No of Complaints disposed off- Nil


FINANCIAL RESULTS INR in Millions

Particulars 2017 2016

Income from Operations 21.95 8.17

Profit /(Loss) before interest, depreciation and tax (11.44) (32.98)

Interest 4.88 6.00

Depreciation & Amortisation 12.99 17.64

Profit/(Loss) after tax (29.31) (56.56)

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DOCUMENTS PLACED ON THE COMPANY WEBSITE(www.acceltransmatic.com):

The following documents have been placed on the company’s website in compliance with the Companies Act:

• Financial Statements of the Company.

• Separate audited accounts in respect of subsidiaries as per fourth proviso to Section 136(1).

• Details of Vigil Mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The Terms and Conditions of appointment of independent directors.

• Details of unpaid dividend as per Section 124(2).

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 REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, Corporate Governance Report with Auditors’ Certificate on Compliance with the conditions of Corporate Governance are attached and form part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis and various initiatives and future prospects of the company are enclosed, separately as Annexure-II to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

I. in the preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the

Companies (Accounts) Rules, 2014, are set out in

an Annexure- III to this Report

FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from

public and as such, no amount on account of

principal or interest on deposits from public was

outstanding as on the date of the balance sheet.

REPORT ON CORPORATE GOVERNANCE:

A Report on Corporate Governance on compliance

with the conditions of Corporate Governance as

stipulated under Clause 49 of the Listing Agreement

is provided in Annexure V to the Report.

AUDITORS CERTIFICATE ON CORPORATE

GOVERNANCE:

The certificate issued by the auditors of the

company on Corporate Governance is given in

Annexure – VI to this Report.

CEO CERTIFICATION

The Chairman and Managing Director of the

Company have submitted a certificate to the Board

regarding the financial statements and other

matters, as required under Clause 49(V) of the

Listing Agreement. This is provided as Annexure –

VII to this Report.

DIRECTORS

Mrs. Shruthi Panicker, Director retire by rotation at

the ensuing Annual General Meeting and is eligible

for re-appointment. The necessary resolution is

being placed before the shareholders for approval.

QUALITY MANAGEMENT

Your company’s quality policy is to enhance customer sat isfact ion through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.


11

AUDITORS’ REPORT:

M/s. Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting.

As required section 139(2) of the Companies Act, 2013 an audit firm can continue to be the statutory auditors only for two consecutive terms of 5 years each only and there has to be a change in statutory auditors after such two terms. M/s. Varma & Varma shall be completing such two terms in the ensuing AGM and hence M/s. Varma & Varma shall cease to be the statutory auditors and cannot be re-appointed. Accordingly, it is recommended that M/s. Vijaykumar & Easwaran, Chartered Accountants (Firm Registration No. 004703S) be appointed as Statutory Auditors of the Company in place of retiring auditors M/s.Varma & Varma, Chartered Accountants, (Firm Regsitration No.04532S) to hold office till the conclusion of Thirty Sixth AGM to be held in the year 2022 (subject to ratification of their appointment at every AGM). The Audit Committee of the Board has recommended their appointment. The necessary resolution is being placed before the shareholders for approval.

The Company has received confirmation from M/s. Vijaykumar & Easwaran, Chartered Accountants that their appointment will be within the limit prescribed under section 139 of the Companies Act, 2013.

The auditors have emphasized in their report about the realization of intangible assets, that the Company has incurred cash loss, net worth has been ended and the current liabilities exceeds the current assets.

The Board of Directors would like to clarify as below regarding “emphasis matter” expressed by the auditors in their report annexed with this Annual Report.

1. The Company continued to incur losses during the period under review, due to various reasons like lack of viable service orders, interest cost on the borrowings made for investments in fixed assets and delays in monetizing the assets due to market slowdown for animated content. The management is confident of sustaining the operations and recovering the investments made in the business

2. The promoters have lent funds to sustain the operations during the years, the Company incurred losses. These amount have been shown under current liabilities and hence the mismatch between current assets and current liabilities. The holding company has already converted Rs. 5 Cr out of these funds into cumulative preference shares to strengthen the equity base of the company and also to improve the current ratio,

Further, the promoters have proposed to merge the holding company M/s. Accel Limited with the company under a scheme of arrangement of amalgamation.

3. The company is taking adequate steps to develop certain real estate assets owned by the company for a sustainable business.

4. The management is committed to grow the media business and also venture into new business and is confident of carrying on the business on a going concern and would bring in necessary support to the extent possible as and when required.

5. The Company had availed an asset backed loan for Rs.7.67 crores from a bank which is payable over a period of 83 months and hence long term is nature. The Company has been servicing this loan and the outstanding as on 31st March, 2017 was Rs.3.94 crores

6. The management is confident that it will be able to realize the intangible assets and with the support of its holding company and also as explained in the notes to accounts and also explained above, will continue to operate as a going concern.

INTERNAL CONTROL SYSTEMSYour company has adequate internal control procedures commensurate with the size and nature of its operations. The Audit Committee constituted by the Board of Directors is functioning effectively. The Internal Audit for the year 2016–2017 was carried out by M/s. Vijayakumar & Easwaran covering all areas of operations. All significant observations were discussed in the Audit Committee, which met 4 times during the year under reviewDEPOSITORY SYSTEMS:Your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company‘s shares on either of the Depositories as aforesaid.ACKNOWLEDGEMENT:Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation, towards the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board of DirectorsChennai.� � � N.R. PanickerDate :25/05/2017� � Chairman


12

Annexure – II – MANAGEMENT DISCUSSION AND ANALYSIS

The potential for growth in the Indian Animation industry is still very high due to the availability of low cost and trained talent pool for creation of original content as well as international quality content development. However the original content developed by Indian producers were not getting much acceptance in the international market and hence the company suffered losses even though efforts were put to monetize the assets created over the years. Of late the Indian film industry has started using animation technologies for local movies and the trend is expected to grow . The company is continuing to make use of the available infrastructure to provide services for both domestic and international markets. During the year, the company could not accept large orders in Animation Services business due to lack of working capital.

The company is constantly making efforts to sell its IPRs and the management is confident of monetizing the same in due course of time.

The company reported a net turnover of Rs 21.95 mn for the year ended March 31, 2017 (previous year Rs 8.17 mn). The company reported a net loss of Rs 29.31 mn for the year ended March 31, 2017 (previous year net loss Rs.56.56 mn).

Business model

Animation services division

The company is having a full fledged Animation content development facility along with a motion capture studio in Thiruvananthapuram where the focus is now to develop a good service business in association with local and international IP creators. We have visibility for job works for animation content development. Subject to the availability of working capital, the company is confident that the animation services business will be expanded slowly to have more export oriented business in the coming years.

Engineering services division

The company embarked on a diversification into Electronics Manufacturing Services (EMS) business with production of professional electronic equipments for OEMs. We have successfully launched our operations and are in the process of adding more products for manufacturing services.

Real estate development

The company is holding certain Real Estate assets in and a r ound Th i r u vanan thapu ram. The management is in talks with developers to develop those real estate assets so that the benefits can accrue to the company. Initial efforts is to convert part of the factory land in Gandhipuram, Thiruvananthapuram to be developed as an apartment Complex. Barr ing unforeseen circumstances ,these initiatives will bear fruit from FY 2018.

Human resource management

As on 31st March 2017, the company had an employee strength of 14 to carry on its present downsized level of activities and is expected to grow slowly.. We have an established employee recruitment and retention policy, which involves identifying right talents through recruitment and training programme as well as lateral recruitment and providing them with appropriate training and induction. We ensure that all our employees receive technical and managerial inputs regularly through various training and induction.

Infrastructure

The Animation Division operates in a fully equipped studios in Thiruvananthapuram at a leased premises whereas the Engineering Services unit is operating company’s own factory situated at Guindy Industrial Estate in Chennai.

Finance, accounts and operational controls

The financial objective of the company is to bring in efficiencies of operations at all levels so as to maximize return on capital employed and to generate sufficient cash profits to fund on-going expansions and to meet the growth objectives.

The audit committee and the Board periodically review performance parameters related to financial performance of the company to ensure smooth implementation of the internal control systems and efficient management of the various resources. The audit committee conducts periodic reviews with the management, internal auditor and the external auditors. There is an on-going cost monitoring program to control various expenses and the Board reviews the variance analysis.

Financial challenges

The major challenge during the year was working capital management. The company has been incurring cash losses in the Animation Division for the past 6 years due to delays in monetizing the IPRs. The management has taken steps to contain losses and hopes to turnaround the operations of the animation division and also the new line of business in the coming years.

Equity and reserves

During the year the equity capital remained unchanged . The reserves and surplus stood at Rs.16.46 mn

Borrowings

The company’s asset backed loan from a bank is being serviced regularly. In addition to this, the company has a running account and owes as on date Rs.212.42 mn to its holding company. Once the merger of the company with its holding company is approved by the honorable high court of Madras, this liability will be extinguished. The company has no other outside liabilities.


13

Loans and advances

The loans and advances were Rs.14.06 mn as at the end for the year under review. This includes an amount of Rs. 1.46 mn lying as security deposits offered for various leased premises taken by the company and deposits with government bodies of Rs.12.13 mn and other advances amounting to Rs.0.47 mn as on March 31, 2017.

Interest outflow

The company incurred a total outflow of Rs.4.87 mn towards interest and finance charges.

Taxation

During the year, the company has not provided for any taxes on income due to losses incurred in the current year and carried forward losses. The company, as a matter of prudence, has not accounted deferred tax assets.

Room for optimism

With a diversified operation including Engineering services and real estate development, the company has equipped itself to grow the turnover and profitability in the future with turnaround expected in the near future.

Cautionary statement

Statements in the Management Discussion and Analysis describing the company’s objective, projections estimates and expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed 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.

ANNEXURE – III: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company’s operations involve very low energy consumption and therefore the scope of energy conservation is limited. The company has taken steps to conserve electricity consumption in offices.

The company is in high technology business and is constantly upgrading technology to meet the current challenges at all levels. Almost all employees in the company use personal computers, in a networked environment .The company uses internet based technology for its communication needs.

The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts.

During the year, the company continued to incur losses in the animation services division mainly due to lack of viable orders and required working capital to execute such orders. The company is constantly making efforts to sell its IPRs and the management is confident of monetizing the same in due course of time, considering the international quality of the production. The markets worldwide is expected to improve in the coming years after a slowdown during past few years.


14

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

ii) Registration Date

iii) Name of the Company

iv) Category / Sub Category of the Company

v) Address of the Registered Office and Contact details

vi) Whether Listed Company Yes / No

vii) Name and address of Registrar and Transfer Agents if any.

L30007TN1986PLC100219

19/05/1986

Accel Transmatic Limited

Animation Services/Engineering Services

3rd Floor, Accel House, No.75 Nelson Manickam Road, Aminjikarai, Chennai 600 029Tel: 044-42252000 Fax: 044-23741271Email: [email protected]: www.acceltransmatic.com

Yes

M/s. Integrated Registry Management Services Pvt. Ltd (Previously Integrated India Limited)2nd Floor, KENCES TowersNo.1 Ramakrishna Street,North Usman Road, T. NagarChennai 600 017Tel: 044-2814801 – 803Email: [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.

01

02

Name and description of main products / service

Animation Services

Engineering Services

NIC Code of the product / service

99831415

% total turnover of the Company

35.47

42.95

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl.No. Name and addressOf company

% of sharesHeld

CIN/GLN ApplicableSection

Holding/Subsidiary/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)


15

IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)

Category of ShareholderCate-gorycode

Numberof Shareholders

Total number

of Shares

Number of Shares held indematerialized

form

As apercentage

(IX) =(VIII)/

(IV)*100

Number ofshares

(VIII)

As apercentageof (A+B+C)

(VII)

As apercentageof (A+B)

(VI)

Total Shareholding asa percentage of totalnumber of shares

Shares pledged(orotherwise encumbered)

(I) (II) (III) (IV) (V)

(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


16

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

I Shareholding of Promoters

ii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.No Name Shareholding at the

beginning of the

year (01.04.2015)

Cumulative

shareholding

during the year

No. of Shares

% total shares of

the company

No. of Shares

% total shares of

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


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




03 KERALA VENTURE CAPITAL TRUSTEE PVT LTD. AC/ KERALA VENTURE CAPITAL FUND




04 PHILIP JOHN



Transfer 32721 0.29


17

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

beginning of the

year (01.04.2015)

Cumulative

shareholding

during the year

No. of Shares

% of theTotal shares

Of the company

No. of Shares


Of the company


05 RAVINDRAN T


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








07 JOB VARGHESE




increase / decrease (e.g. allotment / transfer /

bonus / sweat equity etc.)*

Transfer 9500 0.09



08 GANESH .R








18


beginning of the

year (01.04.2014)

Cumulative

shareholding

during the year

No. of Shares


Of the company

No. of Shares


Of the company


• 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

09 SNEHA RAJAN




increase / decrease (e.g. allotment / transfer /

bonus / sweat equity etc.)*

Transfer 38607 0.34



10 RAMIT KOCHAR






Purchase 15149 0.37



19


beginning of the

year (01.04.2015)

Cumulative

shareholding

during the year

No. of Shares


Of the company

No. of Shares


Of the company

PANICKER N R

DR C.N.RAMCHAND

SHRUTHI PANICKER

Name As on 31.03.2017

No. of Shares % to total shareholding

914,810

34,687

106,851

8.29

0.03

0.97


Name of Wholetime Director Mr. N.R. Panicker

20

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.

Asset Backed Loan 393.66 - -

Accel Limited - 2124.18 -

Rs In Lacs

Sl.No Particulars Name of the Lender

SBI Loan From

Promoters

Others

The company has not accepted any deposits during the financial year 2016-2017

VII. Remuneration of Directors And Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager: 01

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

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

Sl.No

Particulars of Remuneration

Name of Non Executive Directors Total

(Rs In

Lacs)Mr. N. Gopalakrishnan

NairIndependentDirectors


Mr. C.K.Kerala Varma

K.R.Chandrasekaran C.N.Ramchand M.Ayyappan

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 - -

21

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl.No Particulars of Remuneration Key Managerial person

Company Secretary

(CS) Total

(Rs. Lacs)

VII. PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There was no penalties / punishment / Compounding of offences for the year ending 31st March 2017.


ShobaGiridharan

(Upto 08.0.2017)

A.Ramanathan(w.e.f.

08.02.2017)

22

Corporate Governance Report

Company. Voluntary Corporate Governance Guidelines of the Ministry of Corporate Affairs, Government of India broadly outline a framework for corporate sector on important parameters like appointment of directors, guiding principles to remunerate directors, responsibilities of the Board, risk management, the enhanced role of Audit Committee and conduct of Secretarial Audit.

1. Company's pract ice on Corporate Governance

Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective control and management of the Organization. We consider stakeholders as our partners in our success and remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment.

Corporate Governance rests upon the four pillars of transparency, disclosure, monitoring and fairness to all.

Your Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stem from the dynamic culture and positive mindset of the organization. The Corporate Governance guidel ines are incompliance with the requirements of the clause 49 of the Listing Agreements with the stock exchanges. In its pursuit of excellence towards corporate governance, Company has adopted the Accel Transmatic Code of Conduct, Code of Conduct for Board members, Accel Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices, Vigil Mechanism Policy.

1.1�Key Board activities during the year

The Board provides and critically evaluates s t ra teg ic d i rec t ion o f the Company, management policies and their effectiveness. Their main function is to ensure that long-term interests of the stakeholders are being served. The agenda for Board reviews / include strategic review from each of the Board Committees, a detailed analysis and review of annual strategic and operation plans and capital

allocation and budgets. In addition, the Board

reviews the business plans of Strategic

Business Units. Frequent and detailed

interaction sets the agenda and provides the

strategic roadmap for future growth of the

Company. Voluntary Corporate Governance

Guidelines of the Ministry of Corporate Affairs,

Government of India broadly outline a

framework for corporate sector on important

parameters like appointment of directors,

guiding principles to remunerate directors,

responsibilities of the Board, risk management,

the enhanced role of Audit Committee and

conduct of Secretarial Audit.

1.2�Role of the Company Secretary in Overall

Governance Process

PThe Company Secretary plays a key role in

ensuring that the Board procedures are

followed and regularly reviewed. He ensures

that all relevant information, details and

documents are made available to the directors

for effective decision making at the meetings.

He is primarily responsible to ensure

compl iance with appl icable statutory

requirements and is the interface between the

company and regulatory authorities. All the

Directors of the Company have access to the

services of the Company Secretary

1.3�Selection and Appointment of New

Directors on the Board

Considering the requirements of the skill-sets

on the Board and the broad guidelines issued by

the Accel Transmatic eminent persons having

an independent standing in their respective

field/profession and who can effectively

contribute to the Company's business and

policy decisions are considered by the

Nomination and Remuneration Committee for

appointment of new Directors on the Board. The

number of directorships and memberships in

various committees of other companies by such

persons is also considered.

1.4�Selection criteria of Board Members

The Nomination and Remuneration Committee

works with the Board to determine the

appropriate characteristics, ski l ls and

experience required for the Board as a whole

and for individual member. Board members are

expected to possess expertise, leadership skills

required to manage and guide a high growth.

The members are not related to any Executive

or Independent Director.


1.5 Familiarization Program of IndependentDirectors

The Independent Directors of ATL are eminent personalities having wide experience in the field of business, finance, education, industry, commerce and administration. Their presence on the Board has been advantageous and fruit fu l in taking business decis ions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wider range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having gone-to-one meetings. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and internal policies available at our website to enable www.acceltransmatic.comthem to familiarize with the Company's p r o c edu r e s and p ra c t i c e s . Pe r i o d i c 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 Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

1.6 Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Securities Dealing Code `Accel Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices' for prevention of insider trading is in place. The objective of the Code is to prevent purchase and / or sale of shares of the Company by an insider on the bas is o f unpubl ished pr ice sens i t ive information. Under this Code, Designated persons (Directors, Advisors, Officers and other concerned employees / persons) are prevented from dealing in the Company's shares during the closure of Trading Window. To deal in securities beyond specified limit, permission of Compliance Officer is also required. All the designated employees are also required to disclose related information periodically as defined in the Code. Directors and designated employee who buy and sell shares of the Company are prohibited from entering into an

23

into an opposite transaction i.e. sell or buy any shares of the Company during the next six months following the prior transactions. Directors and designated employees are also prohibited from taking positions in the derivatives segment of the Company shares. The aforesaid Code is available at the website of the Company www.acceltransmatic.com.

1.7Vigil Mechanism

Your Company has established a mechanism called 'Vigil Mechanism' for directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to Chairman of the Audit Committee of the Company. The policy with the name and address of the Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company. The employees can directly contact the Chairman of the Audit Committee on the email address as mentioned in the `Vigil Mechanism Policy' uploaded at the website of the Company.

2.0 Board of Directors

The Company has a high profiled Board with varied management expertise. The Board's role, functions, responsibility and accountability are known to them due to their vast experience. Directors are provided with well-structured and comprehensive agenda papers in advance. All material information is incorporated in the Agenda for facilitating meaningful and focused discussion in the meeting.

During the year, information as per Clause 49 of the Listing Agreement has been placed before the Board for its consideration from time to time as and when required

Minutes of the Board Meetings/Committee Meetings are circulated to the Directors well in advance and confirmed at the subsequent meetings.

(A)�Composition of Board

The present Board of the Company consists of 4 Directors and three of the Directors are Non Executive Directors. The Company has an Executive Chairman and more than one half of the Directors are Independent Directors including one Woman Director. The Company has an appropriate size of the Board for real


24

strategic discussion and avails benefit of diverse experience and viewpoints

All directors are individuals of integrity and courage, with relevant skills and experience to bring judgment to bear on the business of the Company.

(B) Non-Executive Independent Directors' compensation and disclosures

The Non-Executive Independent Directors are paid sitting fee within the limits prescribed under Section 197(1)(ii) of the Act. The Non-Executive Independent Directors did not have any material pecuniary relationship or transactions with the Company except the payment of sitting fees and commission to them during the year 2016-17.

Independent Directors are not serving as 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 :

The maximum time gap between any two consecutive meetings did not exceed 120 days.

None of the Directors on the Board are Members of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on 31 March, 2017 have been made by the Directors as per Clause 49 (II) (D) of the listing agreement

Details of attendance of Directors at Board Meetings and at the last Annual General

thMeeting held on 30 December 2016, with particulars of their Directorships and Cha i rmansh ip /Member sh i p o f Boa rd Committees of the companies showing the

stposition as on 31 March 2017 are given below:

Sl. No.

Dates on which the BoardMeetings were held

01

02

03

04

05

06

07

21.04.2016

13.05.2016

14.07.2016

13.08.2016

10.11.2016

30.12.2016

08.02.2017


25


Committee/s position as on

31.03.2017 (All companies including

this company)

Name of the Director

Category as at 31.03.2016

No. of Board

meetings Attended Out of 07 Meetings

Held as on 31.03.2017

Attendance At the last AGM held

On 30.12.2016

No. of Director Ship held in Indian

Public Limited

Companies (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 01Upto 30.12.2016 Director

Mr. K.R.Chandrasekaran Director 06 Yes 01 02 01Upto 30.12.2016

Ms. Shruthi Panicker Director 06* No 01 01 00

Dr. C.N. Ramchand Independent 02 Yes 04 02 01w.e.f.10.11.2016 Director

Dr. M. Ayyappan Independent 02 Yes 01 02 01w.e.f.10.11.2016 Director

6 meetings participated via Video conferencing. Other directorships do not include alternate

directorships, directorships of private limited companies and, Section 8 of Companies Act, 2013 / Section 25 of the Companies Act, 1956 and of companies incorporated outside India. Chairmanships/Memberships of Board Committees include only Audit, Stakeholders Relationship and Nomination and Remuneration Committees of public limited companies.

The Company has received declarations of independence as prescribed under Section 149(6) & (7) of the Companies Act, 2013 from Independent D i rec tors . A l l requ is i te declarations have been placed before the Board

No Director of the Company is related to any other Director of the Company.

(E)�Code of Conduct(i) The Board of Directors has laid down Code of

Conduct for Board of Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Directors as well as Senior Management of the Company are uploaded on the website of the Company - www.acceltransmatic.com.

(ii) The Members of the Board and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended on 31 March, 2017. T h e Annual Report of the Company contains a Certificate by the Chairman in terms of Clause 49 of the listing agreement based on the

compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.

Details of attendance of Directors at Board Meetings and at the last Annual General

thMeeting held on 30 December 2016, with particulars of their Directorships and Cha i rmansh ip /Member sh i p o f Boa rd Committees of the companies showing the

stposition as on 31 March 2017 are given below:(F)�Board's functioning & Procedure The ATL Board plays a pivotal role in ensuring

good governance. Its style of functioning is democratic. The Members of the Board have always had complete freedom to express their opinion and decisions are taken on the basis of a consensus arrived at after detailed discussion. The members are also free to bring up any matter for discussion at the Board Meetings with the permission of the Chairman.

The Board's role, functions, responsibility and accountability are clearly defined. In addition to its primary role of setting corporate goals and monitoring corporate performance, it directs long term sustainable growth that translates itself into progress, prosperity and the fulfillment of stakeholders' aspirations, is accomplished. It also sets standards of corporate behaviour and ensures ethical behavior at all times and strict compliance with laws and regulations.

26

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.

ste) Details of Board Meetings held upto 31 March 2017 and the number of Directors present

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.

Sl. No.Dates on which the Board

Meetings were heldNo. of Directors PresentTotal strength of the Board

01

02

03

04

05

06

07

24.04.2016

13.05.2016

14.07.2016

13.08.2016

10.11.2016

30.12.2016

08.02.2017

05

05

05

05

05

04

04

05

04

05

04

05

04

04


Name Capacity

27

(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 :

Sr.No. Dates on which the Audit Committee Meetings were held

Name of Member Category Meetings held Meeting attended

Mr. C.K. Kerala Varma upto 30.12.2016

Mr. N. Gopalakrishnan Nair upto 30.12.2016

Mr. N.R. Panicker upto 21.04.2016

Mr. K.R. Chandrasekaran from 01.04.2016 to 30.12.2016

Dr. M. Ayyappan w.e.f. 30.12.2016

Dr. C.N. Ramchand w.e.f. 30.12.2016

Ms. Shruthi Panicker w.e.f. 30.12.2016

Chairman

Member

Member

Member

Chairman

Member

Member

01

02

03

04

05

06

21.04.2016

13.05.2016

14.07.2016

13.08.2016

10.11.2016

08.02.2017

The composition of the Audit Committee and number of meetings attended by the Members during the year are given below:

Mr. C.K. Kerala Varma Upto 30.12.2016Mr. N. Gopalakrishnan Nair Upto 30.12.2016Mr. N.R. Panicker upto 21.04.2016Mr. K.R. Chandrasekaran Upto 30.12.2016Dr. M. Ayyappan w.e.f. 30.12.2016Dr. C.N. Ramchand w.e.f. 30.12.2016Ms. Shruthi Panicker w.e.f. 30.12.2016

ChairmanMemberMemberMember

ChairmanMemberMember

06060606060606

05050104010101


28

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 :

During the year, 3 Nomination and Remuneration Committee meetings were held on :

(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:

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.

Name Capacity

Mr. N. Gopalakrishnan Nair

Mr. N.R. Panicker

Mr. C.K. Kerala Varma

Dr. C.N. Ramchand

Mr.K.R. Chandrasekaran

Dr. M. Ayyappan

Mr. N.R. Panicker

Chairman

Member

Member

Chairman

Member

Member

Member

Sr.No. Dates on which the Nomination And Remuneration Committee Meetings were held

01

02

03

21.04.2016

10.11.2016

08.02.2017

Name of Member Category Meetings held

Meeting attended

Mr. N. Gopalakrishnan Nair 30.12.2016

Mr. C.K. Kerala Varma Upto 30.12.2016

Mr. N.R.Panicker upto 21.04.2016 and again w.e.f. 30.12.2014

Mr. K.R. Chandrasekaran from 21.4.2.106 to 30.12.2016.

Dr. C.N. Ramchand w.e.f. 30.12.2016

Dr. M. Ayyappan w.e.f. 30.12.2016

Chairman

Member

Member

Member

Chairman

Member

03

03

03

03

03

03

02

02

02

01

01

01


29

Remuneration to Non-Executive Directors

(a) The Non-Executive Directors are entitled to sitting fee for attending the Board/Committee Meetings as detailed below.

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

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 LimitedNo.75, Nelson Manickam RoadAminjikarai, Chennai 600 029Tel: 044 42252000; Fax:044 23741271

Email :[email protected]

( c) Complaints received and redressed during the year 2015-16

(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.


Board Meeting

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Rs. 20,000/- per meeting

Rs.10,000/- per meeting



Name of Director Sitting Fee(Rs. In Lacs)

Commission(Rs. In Lacs)

Total (Rs. In Lacs)

Opening Balance

Nil

Received during the year 2016-2017

Nil

Resolved during the year 2016-2017

Nil

Closing Balance

Nil

N.Goapalakrishnan Nair

Mr. C.K. Kerala Varma

Mr. K.R. Chandrasekaran

Dr. C.N. Ramchand

Dr. M. Ayyappan

1.70

1.50

1.80

0.60

0.60

Nil

Nil

Nil

Nil

Nil

1.70

1.50

1.80

0.60

0.60

30

(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

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.

Name of the non-executive Director heading the Committee

Name and Designation of the Compliance Officer

No. of Shareholders complaints received during the year

No. not solved to the satisfaction of shareholder

No. of pending complaints

Mr. K.R. Chandrasekaran upto 30.12.2016Dr. C.N. Ramchand

Mr. A. Ramanathan Company Secretary

NilN.A

Nil


31

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:

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:

Year

2013-2014

2015-2016

2016-2017

Time

11.30 am

11.00 am

11.30 AM

Venue of MeetingType

AGM

AGM

AGM

Date

29.09.2014

03.02.2016

30.12.2017

KUMGAI Auditorium, ABK-AOTS rdDOSOKAI, 3 Floor, Chateau D Ampa,

37 Nelson Manickam Road, Aminjikarai, Chennai 600 029

KUMGAI Auditorium, ABK-AOTS rdDOSOKAI, 3 Floor, Chateau D Ampa,

37 Nelson Manickam Road, Aminjikarai, Chennai 600 029

Hotel “Rain Drops” 169/2, Greams Road, Chennai 600 006

Date 28-09-2017

Time 11.30 A.M.

Venue Hotel Rain Drops, 169/2, Greams Road, Chennai-600006


32

(b) Financial Year : April to March

Financial Calendar (Tentative)

(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.

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 informationstThe reported high and low closing prices during the year ended 31 March 2017 on BSE LTD, where your

Company's shares are frequently traded vis-à-vis the Share Index, are given below:

(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.)

nd2 Floor, KENCES Towers, No1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai 600 017

Results for quarter ending 30th June 2017

Results for quarter ending 30th September 2017

Results for quarter ending 31st December 2017

Results for year ending 31st March 2018

nd32 Annual General Meeting (i.e. next year)

Mid August 2017

Mid November 2017

Mid February 2018

End May 2018

September 2018

Name of Stock Exchange

The Bombay Stock Exchange LtdPhirozeJeejebhoy TowersDalal Street, Mumbai 400001

Stock Code / Symbol

517494

ISIN Number – INE258C01020

Month

April 2016

May 2016

June 2016

July 2016

August 2016

September 2016

October 2016

November 2016

December 2016

January 2017

February 2017

March 2017

B S E

High Low

8.80 6.37

7.01 5.83

7.70 6.03

6.79 5.60

6.25 4.70

6.00 4.68

6.42 4.70

7.00 6.01

6.01 4.54

6.75 5.48

6.75 5.23

5.38 4.52


11) Shareholding as on 31st March 2017

(a) Distribution of shareholding as on 31st March 2017

(b) Shareholding pattern as on 31st March 2017

(c) Capital of the Company

33

Number of shares

held

Sl.

No.

Number of

Shareholders

Percentage of

Shareholders

Number of share

held

Percentage of

Shareholding

01

02

03

04

05

06

07

08

1 to 500

501 - 1000

1001 - 2000

2001 - 3000

3001 - 4000

4001 - 5000

5001 - 10000

10001 and above

Total

5798

246

174

68

29

38

38

70

89.74

3.81

2.69

1.05

0.45

0.59

0.59

1.08

568758

207781

268226

177967

103057

181123

282296

9248193

5.15

1.88

2.43

1.61

0.93

1.64

2.56

83.80

6461 100 10011037401

Category

Promoters

Indian – Individuals - Bodies Corporate - Relatives of Promoters/ SubsidiaryForeign

Non Promoters

Financial Institutions/Banks

Mutual Funds

Bodies Corporate

Margin Trading Account-Corporate

Overseas Corporate Bodies

Limited Liability Partnership

Clearing Member

Trusts

Indian Public

Total

No. of shares held % to the total paid up capital

914,810 8.29

5,630,000 51.01

206,851 1.87

- -

520 0.00

2,144 0.02

201,496 1.78

35,825 0.32

560 0.00

1,500 0.01

650 0.00

137,080 1.21

4,175,965 35.49

11,307,401 100.00

Share Capital

Authorized Capital

Issued, Subscribed and fully paid up Equity

Amount in Rupees

200,000,000

110,374,010


Name of the Shareholder

(d) Top ten Shareholders as on 31st March 2017

Dematerialization of shares and liquidityst97% of the equity shares have been dematerialized as on 31 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

34

% to the total paid up capital

No. of shares held

Category

PROMOTERBODIES 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

Registered Office

The Company SecretaryAccel Transmatic LimitedIII Floor, ACCEL HOUSENo.75 Nelson Manickam RoadAminjikaraiChennai 600 029

Communication

The Company SecretaryAccel Transmatic LimitedIII Floor, SFI Complex177, Valluvarkottam High RoadNungambakkamChennai 600 034Tel.: 044-2822 2262


(15) Other Disclosures

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large

There are no materially significant related party transactions viz. with promoters, directors or the Management, their subsidiaries, or relatives that may have potential conflict with the interests of the Company at large.

(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on nay matter related to capital markets during the last three years.

The Company has complied with the various rules and regulations prescribed by the Stock Exchange or any statutory authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company

(c) Details of establishment of vigil mechanism / whistle blower policy

A vigil Mechanism / whistle Blower Policy for employees has been established to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. We further affirm that during the financial year 2015-16, no employee has been denied access to the audit committee.

(d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements.

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


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 stthe year ended 31 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


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

stfor the year ended 31 March 2017.

For Accel Transmatic Limited

Chennai N.R. Panicker

25/05/2017 Chairman

37


Form No. MR-3SECRETARIAL 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,


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


(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


105, “Sreela Terrace”First Main Road, Gandhi NagarAdyar, Chennai – 600 020Phone :044-24452239Email: [email protected]

Independent Auditors' Report

To,

The Members,


Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Accel Transmatic Limitedst('the Company'), which comprise the Balance Sheet as at 31 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


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

stIndia, of the state of affairs of the Company as at 31 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, st2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31

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 inits 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


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 VarmathDate : 25 May, 2017 Partner

M.No. 25854

42


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,

st material statutory dues were in arrears as at 31 March, 2017 for a period of more than six months from the date they became payable except as given below:

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:

43


Name of the Statue Nature Amount (Rs.)

IT Act,1961

Finance Act,1991

PT Act,TN

Provident Fund Act,1952

Income tax

Service tax

Professional tax

Provident fund

17,90,633

66,052

10,828

3,812

Nature of duesPeriod to which

the amount relates

Forum where the dispute is pending

Income Tax

Service Tax

Customs Duty

Amount (Rs in lakhs)

136.11

15.79

0.16

AY 2008-09 to AY 2010-11

AY 2005-07

AY 2010-11

Income Tax Appellate Tribunal, Kochi

CESTAT, Bangalore

Honorable High Court

(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:

(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


Month Repayment Payment date

Mar'16

Apr-16

May-16

Jun-16

Jul-16

Aug-16

Sep-16

Oct-16

Nov-16

Dec-16

Jan-17

Feb-17

Due(Installment + Interest)

Due date Delay

1,152,677

1,134,328

1,141,069

1,121,542

1,132,203

1,125,822

1,101,768

1,104,644

1,088,972

1,105,596

1,093,235

1,043,409

1,152,677

2,285,005

1,171,069

1,121,542

200,000

800,000

50,000

82,203

417,797

700,000

8,025

1,091,975

1,104,644

1,088,972

1,105,596

1,094,671

975,329

4/1/2016

5/1/2016

6/1/2016

7/1/2016

8/1/2016

8/1/2016

8/1/2016

8/1/2016

9/1/2016

9/1/2016

9/1/2016

10/1/2016

11/1/2016

12/1/2016

1/1/2017

2/1/2017

3/1/2017

5/5/2016

5/25/2016

7/11/2016

8/18/2016

8/24/2016

8/26/2016

8/26/2016

9/26/2016

9/26/2016

10/5/2016

10/18/2016

10/18/2016

1/3/2017

1/25/2017

1/25/2017

3/30/2017

3/30/2017

34

24

40

48

23

25

25

56

25

34

47

17

63

55

24

57

29

Total 13,276,518

(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


FRN. 004532S


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

STLIMITED FOR THE YEAR ENDED 31 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


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


FRN. 004532S


M.No. 25854

46


Balance Sheet as at 31st March 2017

47


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.AyyappanPartner Chairman DirectorMembership No. 25854

A.Ramanathan Company Secretary Place: Chennai `

Date: 25/05/2017

48

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


P. R. Prasanna Varma N. R. Panicker Dr.M.AyyappanPartner Chairman DirectorMembership No. 25854

A.Ramanathan Company Secretary Place: Chennai `

Date: 25/05/2017

Statement of Profit and Loss for the year ended 31st March 2017


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


P. R. Prasanna Varma N. R. Panicker Dr.M.AyyappanPartner Chairman DirectorMembership No. 25854 A.RamanathanPlace: Chennai Company Secretary Date: 25/05/2017

March 31, 2017 March 31, 2016

Cash flow statement for the year ended


49

50

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.

Significant Accounting Policies, & Notes on Accounts for the financial year ended 31st March 2017

(All amounts are in Indian Rupees, unless otherwise stated)


51

(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.




52

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



ACCEL TRANSMATIC LIMITED(CIN:L30007TN1986PLC100219) Annual Report 2015 - 2016


53

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.




54



31.03.2017 31.03.2016

31.03.2017

31.03.2017 31.03.2016

31.03.2016

2.0 Measurement of EBITDA

The company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense.

31.03.2017 31.03.2016

31.03.2017 31.03.2016

31.03.2017 31.03.2016

31.03.2017 31.03.2016


NOTE 3.1 : SHARE CAPITAL

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)

55

3.7 Rights, preferences and restricitions attached to shares Equity sharesThe 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 SharesThe 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.

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.

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

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

Accel Limited 212,418,457 190,246,973

31.03.2017Rs

31.03.2016Rs

31.03.2017Rs

31.03.2016Rs

As atMarch 31, 2017

As atMarch 31, 2016


56

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

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

31.03.2017 31.03.2016Present 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

March 31, 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 AccountCurrent 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

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

March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013

31.03.2017 31.03.2016

31.03.2017

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

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.




57

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)

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 at31.03.2017

As at31.03.2016

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

As at31.03.2017

As at31.03.2017

As at31.03.2016

As at31.03.2016

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

Leave Encashment 1,876 1,000

1,876 1,000



NOTE 9: Short term provisions


58

NOTE 13 : Long term Loans & Advances

(Unsecured Considered Good)

(a) Security deposits 6,593,035 6,514,589

(c) Capital Advance 300,000 ‐ )

6,893,035 6,514,589

As at31.03.2017

As at31.03.2016

(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

NOTE 12: TRADE RECEIVABLES

NOTE 11: NON-CURRENT INVESTMENT

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

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.

As at31.03.2017

As at31.03.2016



Book Value atAs at

31.03.2017As at

31.03.2016Quoted 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.

31.03.2017Rs

31.03.2016Rs

31.03.2017Rs

31.03.2016Rs

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.


59



As at31.03.2017

As at31.03.2017

As at31.03.2017

As at31.03.2016

As at31.03.2016

As at31.03.2016

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

(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

(a) Unbilled Revenue ‐ 2,617,349

‐ 2,617,349

NOTE 14 : Inventories

Raw materials 1,081,195 693,394

Work ‐ in Progress 341,987 ‐

Finished Goods ‐ ‐

1,423,182 693,394

As at31.03.2017

As at31.03.2016

NOTE 15 : CASH & CASH EQUIVALENTS

NOTE 16 : SHORT TERM LOANS & ADVANCES

NOTE 17 : Other Current Assets

NOTE 15 .1: Specified Bank Notes Transac�ons in cash during 9th November 2016 to 30th December 2016

Specified Bank Notes

"Other Denomina�on

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

Par�cularsTotal

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.


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61

Year Ended31.03.2017


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 18: Revenue from opera�ons



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 19 : Other Income



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 20 C: Changes in Inventories of Finished Goods , WIP



NOTE 21 : Employee Benefits Expenses

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

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 A : Cost of Services

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 B : Materials ConsumedYear Ended31.03.2017







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

62





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 23 : Finance cost

NOTE 22 : Other Expenses

31.03.2017 31.03.20161 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: Other Notes

Par�cularsSl.No

Note 24.1: Earnings per share (Basic and diluted):

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 DisclosuresControlling Company AssociatesAccel Limited Accel Media Ventures Limited Accel Frontline LimitedKey Management Personnel: N R Panicker Non Execu�ve ChairmanA Ramanathan Company Secretary (w.e.f 08‐02‐17)Shoba Giridharan Company Secretary (upto 07‐02‐17)


31.03.2017 31.03.20161 Category wise quan�ta�ve data about Deriva�ve instruments outstanding at the Balance sheet date Nil Nil2 Purpose of Hedging Not Applicable Not Applicable3 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 24.5: Deriva�ves

Par�cularsSl.No

63



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)

Companies under common

management

Key managementpersonnel

Note 24.4: Transac�ons

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.

Controlling Company

31.03.2017 31.03.2016

Arrears of Preferrence Dividend 150 100 Outstanding bank guarantees / le�er of Credits 1.1 1.1Income Tax Demands 136.11 136.11Service tax 16.61 16.50Customs 33.88 33.88PF & Others 36.28 19.43

Note 24.6: Con�ngencies and commitments (Rupees in Lacs)

Par�culars of Transac�ons with related par�es


64



Note 24.8: Addi�onal Informa�on pursuant to Part II of Schedule VI of the Companies Act, 1956, to the extent applicable.

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)

Revenue by Industry segment (Rupees in Lacs)

31.03.2017 31.03.2016

Raw Materials & Components 778,562 ‐

Capital Goods ‐ ‐

(a) CIF Value of Imports

31.03.2017 31.03.2016

Towards income from services 5,106,267 2,369,099

(b) Earnings in foreign currency - accruals

31.03.2017 31.03.2016

Services ‐ ‐

Towards Foreign Travel ‐ ‐

( c ) Expenditure in foreign currency

No of Share Holders Dividend Paid

Non Resident Shareholders 37 Nil

(d) Number of Non Resident Shareholders and dividends paid to them. (On payment basis)

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


P. R. Prasanna Varma N. R. Panicker Dr.M.AyyappanPartner Chairman DirectorMembership No. 25854 A.Ramanathan Company Secretary Place: Chennai ` Date: 25/05/2017


65

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


31st annual report 2016 - 2017 - bombay stock …...financial statements of the company as at march...

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