innoveer financials 2017 | accenture · 2017. 9. 14. · company be shifted and maintained at the...

•

innovee ;flillA PVT LID Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off Senapti Bapat Marg, Lower Parel (West), Mumbai -400013.

Phone: 022-61942300. fax No: 022-61942301. ON: U72300MH2007PTC167431

NOTICE OF 11" ANNUAL GENERAL MEETING

Notice is hereby given that the 11th Annual General Meeting of the Members of INNOVEER SOLUTIONS INDIA PRIVATE LIMITED ("the Company") will be held on 4ffi day, of August, 2017 at 12.30 P.M. at Plant 3, Godrej & Boyce Complex, LBS Marg, Vikhroli (W), Mumbai —400 079 to transact the following business:

ORDINARY BUSINESS:

I. To receive, consider and adopt the audited Balance Sheet as at March 31, 2017 and the Profit & Loss Account for the year ended on that date together with the Report of the Directors and the Auditors thereon.

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (including any modification(s) or re-enactment thereof for the time being in force) and the Rules framed thereunder, the appointment of M/s. Rege & Thakkar, Chartered Accountants (bearing firm registration No.113263W) which has been approved at the Annual General Meeting held on September 30, 2014 for a term of 5 years, be and is hereby ratified for the financial year 2017-18, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors."

SPECIAL BUSINESS:

To consider and if thought fit, to pass, with or without modification the following resolution as Special resolution:

"RESOLVED THAT pursuant to Section 94 of Companies Act 2013, consent of the Members be and is hereby granted to the Company for maintaining its Books of Account and all related records, papers and documents at Plant 3, Godrej & Boyce Complex, L.B.S. Marg, Vikhroli West, Mumbai 400 079,

RESOLVED FURTHER THAT authority be and is hereby granted to all the Directors of the Company to file all forms and documents that are required to be filed electronically with the Registrar of Companies. Maharashtra at the Ministry of Corporate Affairs (MCA) portal pursuant to the Companies (Management and Administration) Rules, 2014 and to do all other acts, deeds and things in relation thereto."

Sailaja Bhagavatula Director DIN: 07378819

••• ••• S. 010 innovee

SOLUTIONS INDIA PVT. LTD Pirarnal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off Senapti Bapat Marg, Lower Parel (West), Mumbai - 40001

Phone: 022-61942300. Fax No: 022-61942301.

CIN: U72300M1-I2007P1C167431

"AND RESOLVED THAT a certified true copy of the aforesaid resolution be issued to the concerned parties / authorities under the signature of any one of the Directors of tin Company."

By Order of the Board of Directors For Innoveer Solutions India Private Limited

Place: Bangalore Date: July 11,2017 Registered Office: Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off. Senapati Bapat Marg, Lower Parel Mumbai-400013

NOTES:

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

PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT THE MEETING.

BODIES' CORPORATE MEMBERS ARE REQUESTED TO SEND A CERTIFIED COPY OF THE BOARD RESOLUTION AUTHORIZING THEIR REPRESENTATIVE/S TO ATTEND AND VOTE AT THE MEETING PURSUANT TO PROVISIONS OF SECTION 113 OF THE COMPANIES ACT, 2013.


*els see S. *go annovee

'TIONS INDIA PVT. LTD Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off Senapti Bapat Marg, Lower Parel (West), Mumbai -40001 .

Phone: 022-61942300. Fax No: 022-61942301. CIN: U72300MH2007PTC1674311

EXPLANATORY STATEMENTS (Pursuant to the provisions of Section 102 of the Companies Act, 2013)

Item No. 3: Maintenance of Books of Accounts of the Company u/s 94 of Companies Ac 2013

Registered Office of the Company is Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off. Senapati Bapat Marg, Lower Parel, Mumbai — 400013. For better administratil convenience, the Books of Accounts of the Company were maintained with the Secretarial an Accounts teams of the Company which is based at Building No.:12, 6th Floor, K Raheja Corp Mindspace, TTC Industrial Area, Opposite Airoli Railway Station., Navi Mumbai — 400708 It is proposed that the Books of Accounts and all related records, papers and documents of the Company be shifted and maintained at the office at Plant 3, Godrej & Boyce Complex, L.B.S Marg, Vilchroli West, Mumbai 400 079.

None of the Directors of the Company are concerned or interested in the aforesaid resolution.

The Board has already passed a resolution by circulation effective July 06, 2017 for maintaining records at Plant 3, Godrej & Boyce Complex, L.B.S. Marg, Vikhroli West, Mumbai 400 079.

The Board commends these resolutions for adoption by the members.

By Order of the Board of Directors For Innoveer Solutions India Private Limited

Place: Bangalore Date: July 11,2017 Registered Office: Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Oft Senapati Bapat Marg, Lower Parel Mumbai-400013

2 0 .• innoveer SCt WDIA PVT.

Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off Senapti Bapat Marg, Lower Parel (West), Mumbai - 400013. Phone: 022-61942300. Fax No: 022-61942301.

ON: U72300MH2007PTC167431

BOARD'S REPORT Dear Shareholders;

Your Directors present the 11thAnnual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2017.

1. STATE OF THE COMPANY'S AFFAIRS:

a. Financial Results: The summary of the Company's financial performance for the financial year 2016 - 2017 as compared to the previous financial year 2015 - 2016 is given below:

Particulars 2016 — 2017 (Rs.) 2015 - 2016 (Rs.) Total Revenue 809,364 90,139,914 Total Expenses 724,048 75,145,004 Prior Period Items - - Profit/(Loss) before exceptional and extraordinary items and Tax

85,316 14,994,910

- Exceptional items Profit/(Loss) before extraordinary items and Tax

85,316 14,994,910

Extraordinary items 3,774,499 - Profit/Loss Before Tax 3,859,815 14,994,910 Less: Tax Expenses

Current Tax 1,335,422 5,725,000 Current Tax Expenses relating to prior years

50,840

Deferred Tax - (741,532) Profit/ (Loss) for the year from continuing operations (after tax)

2,524,393 9,960,602

Future Prospects:

The outlook for the Company remains positive.

Transfer to Reserves:

The Company has not transferred any amount to reserves.

d. Dividend:

The Board of Directors have not recommended any dividend for the year er ded March 31, 2017.

SHARE CAPITAL:

The Share Capital structure of the Company as on March 31, 2017, is as follows:

Authorised Capital Amount in Rupee.

500,000 Equity Shares of face value of Rs. 10/- each 5,000,000 /- Total 5,000,000 /-

Issued, subscribed and paid up share capital 410,000 Equity Shares of Rs. 10/- each 4,100,000 /-

Total 4,100,000 /-

During the period under consideration, there were no changes made in the Capital Structure of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT - 9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read With Rule 12 of the Companies (Management and Administration) Rules, 2014 are se out herewith as "Annexure — A" to this Report.

MEETINGS OF THE BOARD:

The Company holds at least four Board meetings in a year, once in each quarter. The

,

Company also holds additional Board meetings to address its specific requirem S \ • 7 4,4\ /

<171 r

the directors had selected such accounting policies and applied them consist tly and made judgments and estimates that are reasonable and prudent so as to give

as and when required. All the decisions and urgent matters approved by way of circular resolution are placed and noted at the subsequent board meeting.

During the financial year 2016 — 2017, four (4) Board meetings were convened and held. The intervening gap between the meetings was within the period prescr :bed under the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors (SS 1).

During the financial year 2016 — 2017, the Company held four (4) Board meetings as under:

June 08, 2016;

September 02, 2016;

November 30, 2016;

March 27, 2017.

The details of composition of the Board of Directors during the Financial Year 2016-17, is set out below:

Sr. No.

Name of the Director

Mr. David Alan Northingtonl (DIN: 06768915)

Ms. Sailaja Bhagavatula (DIN: 07378819) Mr. Jayant Swamy (DIN: 07382411)

1Resigned as Director with effect from November 30, 2016

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(3) (c) read with section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that -

in the preparation of the annual accounts, the applicable accounting standards been followed along with proper explanation relating to material departures;

had

a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the directors had prepared the annual accounts on a going concern basis;

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

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

During the period under consideration, Mr. David Alan Northington (DIN: 06768915) resigned from the office as Director with effect from November 30, 2016 in accordance with the provisions of section 168 of the Companies Act, 2013.

Your Directors place on record their appreciation for the valuable guidance and support extended by Mr. David Alan Northington (DIN: 06768915) during his tenure as Director of the Company.

As on March 31, 2017, the Board comprised of below mentioned twq Director:

Ms. Sailaja Bhagavatula (DIN: 07378819)

Mr. Jayant Svvamy (DIN: 07382411)

7. AUDITORS AND AUDITORS REPORT:

a. Auditors: M/s. Rege & Thakkar., Chartered Accountants, Mumbai (Firm Registratio No 113263W), the Statutory Auditors of your Company, hold office until the

the and

Cl`

conclusion of the 13th Annual General Meeting (AGM) of the Company to be held in the calendar year 2019.

Necessary resolution for ratification of their appointment has been included it the Notice convening the ensuing AGM.

b. Auditors Report: The Auditors' Report for the financial year 2016-2017, does not qualification, reservation or adverse remark.

8. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

contain any

There have been no instances of fraud reported by the Auditors under section 143 (12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

CHANGE IN NATURE OF BUSINESS:

During the period under consideration, there was no change in nature of busindss of the Company.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPAN1 ES:

During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

DEPOSITS:

During the period under consideration, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

No significant or material orders were passed by the regulator or court or tribunal which impacts the going concern status and the Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments have occurred after the dose of the year till the date of this Report, which affect the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the period under consideration, the Company has not given any loans or guarantees and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form A0C-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are set out herewith as "Annexure — B" to this Report.

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

Energy Conservation and Technology Absorption: Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. The requirements of disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company and hence the same has not been provided.

Foreign Exchange Earnings and outgo: The information on foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure C".

RISK MANAGEMENT POLICY:

The Company has a robust strategy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

MANAGERIAL REMUNERATION

The provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to any Director of the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Section 134(3) of the Companies Act, 2013, read with the Rule 5(2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the requirements of section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules made thereunder, the Company has not received any complaint of sexual harassment during the period under consideration.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation for the support and assistance extended by the Customers/ Clients, Bankers and various Government authorities at all levels.

Your Directors are thankful to the esteemed Shareholders for their continued support and confidence reposed in the Company and its management.

Your Directors also wish to place on record the deep appreciation for the hard work, dedication and commitment shown by the employees at all levels.

For and on behalf of the Board of Directors For INNOVEER SOLUTIONS INDIA PRIVATE LIMITED

UT4—

Jaya Swamy Director DIN: 07382411


Date: July 11, 2017 Place: Bangalore

ANNEXURES TO THE BOARD'S REPORT

ANNEXURE — A

Form No. MGT —9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 20141

I.REGISTRATION AND OTHER DETAILS:

(i) CIN :- U72300MH2007PTC167431

Registration Date - January 31, 2007 I I 1

Name of the Company - Innoveer Solutions India Private Limited

Category/Sub-Category of the-

Category - Company limited by Shares _Company

: Subcategory- Non-Govt company Piramal Tower, CS NO 265 & 266, Ganpatrao Kadam Marg, Off. Senapati Bapat Marg, Lower Parel Mumbai -

Address of the Registered office and contact details

. - 400013 1

Contact Details: 022-61942300 Fax No.: 022-61942301 Email: [email protected] '

Whether listed Company • N. A.

Name, Address and Contact details of Registrar and :- N. A.

Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

i - c \

c3, \ ,{) 6

/i \dv"

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to t-otal turnover of the Company

1) Not Applicable Not Applicable Not Applicable

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No

Name and address of the

Company CIN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

. Accenture Solutions

Private Limited

U72400MH1990P TC057492

Holding Company

99.99% Section 2 (87)

IV.SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

Category-wise Shareholding Annexure I Shareholding of Promoters Annexure II Change in promoters shareholding Annexure HI Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs):

Annexure IV

Shareholding of Directors and KMP Annexure V

V.INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year Principal Amount

-- --- -- ----

Interest due but not paid

--- --- --- ----

Interest accrued but not due

--- ---- ---- ----

ThNc

*V

:tAccd` '

Total (i+ii+iii) --- ---- --- ---- Change in Indebtedness during the financial year

Addition ---- -- --- ---- Reduction ---- ---- ---- ----

Net Change ---- — — ---- Indebtedness at the end of the financial year

i)Principal Amount ---- ---- — --- ii)Interest due but not paid

---- ---- --

iii)Interest accrued but not due

---- ---- —

Total (i+ii+iii) ---- ---- -- --

VI.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Remuneration to Managing Director, Whole-time Directors and/or Manager

Annexure VI

Remuneration to other directors Annexure VII Remuneration to Key Managerial Personnel other than Annexure VIII

MD/Manager/WM

VII.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

c Camp.- nies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / Court]

made, if anIT (give

Appeal

Details) Company

Penalty ---- ---- ---- ---- --- Punishment ---- ---- ---- ---- ---- Compounding ---- -- ---- ---- ---

Directors

Penalty -- --- --- -- — Punishment -- --- -- --- — Compounding --- - ---- — —

c..ER

C. Other Officers in default

Penalty --- — -- --- — Punishment — -- -- -- -- Compounding ---- ---- - — —

Annexure 1- Category Wise Shareholding

Category of Shareholders

Number of Shares held at the beginning of the year

Number of Shares held at the end of the year

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters 1. Indian

Individual/HUF ---- — --- --- --- ---- ---- -- --- Central Government -- -- ---- ---- --- -- - --- --- State Government(s) ---- --- -- Bodies Corporate ---- --- 409,999 409,999 99.99 --- Banks/Fl --- -- --- --- --- ---- --- — Any Other --- ---- ---- --- -- ---- ---- ---- -

Sub - Total (A) (1) --- ---- ---- - --- 409,999 409,999 99.99 99.99 2. Foreign -- --- ---- -- ---- ---- ---- ---

NRI - Individuals ---- --- -- --- -

Other Individuals -- ---- ---- -- ---- ---- -- ---- --- Bodies Corporate --- 405,000* 405,000 98.78 ---- --- 0 Banks/Fl --- ---- --- — — -- Any Other --- ---- — — --- ---

Sub - Total (A) (2) -- — --- -- -- Total Shareholding of Promoter A = (A) (1) + (A) (2)

---- 405,000 405,000 98.78 -- 409,999 409,999 99.99 99.99

B. Public Shareholding

I. Instil:Mims a. Mutual Funds/ LTTI --- --- ---- - --- ---

id

Banks / Fl --- ---- ---- --- --- — Central Government --- ---- - -- State Government (s) --- --- ---- Venture Capital Funds

--- — ---- ---- -- -- —

Insurance Companies — ---- ---- -- Foreign Institutional Investors

-- __

Foreign Venture

Capital Funds -- --- ---- ---

Others --- ---- — -- ---- Sub Total B(1) -- ---- --- -- ---- -- -- Non - Institutions ,

Bodies Corporate L Indian --- ----- --- --- ---- --- II. Overseas 5,000 5,000 1.22 ---- 1 1 0.01 0.01

Individual L Individual

shareholders holding nominal share capital upto Rs. 1 Lakh

---

-

---- ---- --- ---

II. Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh

— ---- ---- ---- ---- -- --- ----

Others — -- --- — ---- Sub-total (B)(2):- 5,000 5,000 1.22 — 1 1 0.01 0.01

-.1.C,r Z Z *

-- ::',.•

Total Public Shareholding (B)=(B)(1)+ (B)(2)

— 5,000 5,000 1.22 — 1 — 0.01 —

C. Shares held by Custodian for GDRs & ADRs

— ---- ---- --- --- --

Grand Total (A+B+C) 4,10,000 4,10,000 100 ---- 4,10,000 4,10,000 100 ---- *The transfer of 410,000 shares from Innoveer Solutions Inc. and Cloud Sherpas Inc. to Accenture Limited (Now merged with Accenture Solutions Private Limited w.e.f. December 01, 2016) and BV (as a nominee of ASOL) was effective from April 01, 2016.

0

Accenture Services Private

Minority

ON

/

1

.0 S oli"

-4; 47 li.h

7--

Armexure II- Shareholding of Promoters

Sr.

No

Shareholder's

Name

Shareholding at the beginning of the

year

Share holding at the end

of the year % change

in share

holding

during the

year

No. of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total shares

Innoveer Solutions Inc.

405,000* 98.78 N.A. - - 0

Accenture Solutions

Private Limited - - - 4,09,999 99.99 N.A. 99.99

Total 405,000 98.78 N.A. 4,09,999 99.99 N.A.

*The transfer of 405,000 shares from Innoveer Solutions Inc. to Accenture Services Accenture Solutions Private Limited w.e.f. December 01, 2016) was effective

Private from April 01,

Limited (Now merged 2016.

with

sat t

0 \ 2 z •P

4 0 1 N-

Annexure HI - Changes in Promoters Shareholding _ Sr.

No

Innoveer Solutions India Private Limited

Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

No. of shares % of total shares

of the Company

No. of shares % of total shares of

the Company

At the beginning of the year 405,000* 98.78 — —

Accenture Services Private Limited (Now

merged with Accenture Solutions Private

Limited w.e.f. December 01, 2016) has

acquired shares through transfer,

effective from April 01, 2016

— -- 409,999 99.99

At the End of the year -- — 4,09,999 99.99

*The transfer of 405,000 shares from Innoveer Solutions Inc. to Accenture Services Private Limited (Now merged with Accenture Solutions Private Limited w.e.f. December 01, 2016) was effective from April 01, 2016.

Aimexure IV - Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No

Innoveer Solutions India Private Limited Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

'Yu of total shares of the

Company At the beginning of the year Cloud Sherpas Inc. holding

5,000 1.22 — —

Accenture Minority 1 BY has acquired shares through transfer, effective from April 01, 2016.

— — 1 0.01

At the End of the year — — 1 0.01

*The transfer of 4,999 shares from Cloud Sherpas Inc. to Accenture Services Private Limited (Now merged with Accenture Solutions Private Limited (ASOL) w.e.f. December 01, 2016) and transfer of 1 share to Accenture Minority 1 BY (as a nominee of ASOL) was effective from April 01, 2016.

Annexure V - Shareholding of Directors and Key Managerial Personnel

Sr. No.

Name of Director Shareholding at the beginning of the year

Change

durin Shareholding

in

the year

Shareholding at the End of the year

No. of shares

% of total shares of the Company

Increase Decrease No. of shares

% of total shares of the Company

1. NIL NIL NIL NIL NIL NIL NIL

Annexure VI - Remuneration to Managing Director, Whole-time Directors and/or Manager

Sr. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

1. Gross Salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

---- ----

Value of perquisites u/s 17(2) Income-tax Act, 1961 --- ---- Profits in lieu of salary under section 17(3) Income-tax ---- ---- Act, 1961

2. Stock Option - 3. Sweat Sweat Equity ---- ---- 4. Commission ---- ----

> as % of profit ---- > Others specify.. ----

5. Others, please specify ---- Total (A) ---- Ceiling as per the Act ----

Annexure VII - Remuneration to other Directors:

Sr. No

Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors ---- ---- ---- ---- Fee for attending board/cominittee meetings

The Company was not required to appoint Independent Directors in accordance with the provisions of section 149

----

Commission (4) of the Companies Act, 2013 read with Rule 4 of the --- Others, please specify Companies (Appointment and Qualification of Directors)

Rules, 2014 ----

Total (1) -- ---- - --

2. Directors Other Non-Executive

Name of the Directors

Fee for attending board/committee meetings

----

Commission ---- Others, please specify --_-

Total (2) ---- --- ---- ---- -- Total (B)=(1+2) ---- --- ---- -- Total Managerial Remuneration

--- ---- ---- ---- --

Overall Ceiling as per the Act — --- --- -- --

ci- to th\ .N --1 Z. 0 12 , _V

* ,,s> ell. - N)/

•

Armexure VIII- Remuneration to Key Managerial Personnel Other Than MD/Martager/WTD:

Sr. No.

Particulars of Remuneration Key Managerial Personnel Total Amount

CEO Company Secretary

CFO

1. Gross Salary ---- ---- ---- ----

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961, ..

---- ---- ---- ----

Value of perquisites u/s 17(2) Income-tax Act, 1961 ---- ---- ---- ---- 0 Profits in lieu of salary under section 17(3) Income-

tax Act, 1961 ---- ---- ----

2. Stock Option ---- - - --- 3. Sweat Equity ---- ---- --- 4. Commission ---- ---- ---- ---

D as % of profit — ---- ---- ---- D Others specify... ---- ---- ---- ----

5. Others, please specify --- — ---- ---- Total ---- - ---- ----

For For

Sailaja

DIN: Date:

Director

and on behalf of the Board INNOVEER SOLUTIONS

Bhagavatula

07378819 July 11, 2017

of Directors INDIA PRIVATE LIMITED

CC Ov v A ----Lty

Jay t Swamy Director DIN: 07382411 Place: Bangalore

"Cia l l , . Aet,7-

= . t kc -17 cii--4

-• -?„.€ as."2>

ANNEXURE - B

Form No. AOC -2 (Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL

Sr. No.

Name of the Related Party and Nature of Relationship

Nature, duration and salient terms of contracts or arrangements or transactions, including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date of Approval by the Board

Amount paid as Advances, if any

Date on which the special resolution was passed in the general meeting

-- 1. -- -- - - --

Jaykht Swamy Director DIN: 07382411

Place: Bangalore

2. Details of material contracts or arrangement or transactions at arm's length basis:

Sr. No.

Name of the Related Party and Nature

of Relationship

Nature, duration and

salient terms of contracts or

arrangements or transactions, including the value, if any

Salient terms of the contracts or arrangements or

transaction including the value, if any

Date of Approval by Board, if any

Amount paid as

advances, if any

1.

Accenture Solutions Private Limited

Holding Company

Sale consideration - slump slae;

Receivables

NA March 23 , 2016 N.A.



Date: July 11, 2017

ANNEXURE C

Foreign Exchange Earnings and Outgo

Information under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2013 and forming part of the Boards Report for the year ended March 31,2017

a. Foreign Exchange Earnings and Outgo Amount in Rs.

Year ended March 2017 Year ended March 2016 Foreign Exchange Earnings by the Company NIL 8,93,56,267 Foreign Exchange Expenditure by the Company NIL 5,76,712


Zir ovvr 4cA,

Jay t Swamy Director DIN: 07382411

Place: Bangalore


Date: July 11, 2017

& %Velum CHARTERED ACCOUNTANTS

5B, FAIRY MANOR, 13, RUSTOM SIDHWA MARG, FORT, MUMBAI-400 001. INDIA TEL. : 2265 8613 • FAX : 91-22-2263 2884 email : [email protected]

Independent Auditor's Report

To the Members of DINOVEER SOLUTIONS INDIA PRIVATE LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of INNOVEER SOLUTIONS INDIA PRIVATE LIMITED ("the Compaiin, which comprise the Balance

Sheet as at 31st March, 2017, the Statement of Pro F1 t and Loss (including other comprehensive income), the Statement of Cash Flows, the Slatement of Changes in Equity

for the year ended 31st March, 2017 and a summary of sigtilficant accounting policies and other explanatory information (herein after referred to as "Ind AS financial statements").

Management's Responsibility for the Ind AS Financial Staiements

The Company's Board of Directors is responsible for the mutters stated in section 134(5) of the Companies Act, 2013 ( "the Act" ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the A7t for safeguarding 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 prerientation of the Ind AS financial statements that give a true and fair view and are free from maierial misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS 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 rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we compt5' with ethical requirements and plan and perform the audit to obtain reasonable assurance abiutt whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 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 Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the hid AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the hid AS, of the financial position of the Company as at 31n

March, 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143 (3) of the Act, we report that:

we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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;

the Balance Sheet, Statement of Profit and Loss, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

in our opinion, the aforesaid hid AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules is sued

thereunder;

on the basis of written representations received from the directors as on 31st March,

2017 and taken on record by the Board of Directors, none of the directors is

disqualified as on 31 st March, 2017, from being appointed as a director in terms of

Section 164(2) of the Act;

with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate

Report in "Annexure B"; and

For REGE & THAICKAR (Chartered Accountants) FRN 113263W

J. R. Parekh (Partner) M No: 044066

g) with respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

the Company has no pending litigations on its financial position in its Ind AS financial statements.

the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Company has provided requisite disclosures in its Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 20.11 to the Ind AS financial statements.

Place: Mumbai Date: 11th July, 2017

Annexure A to Independent Auditors Report

The Annexure referred to in paragraph 1 of our Independent Auditors' report of even date to the members of INNOVEER SOLUTIONS INDIA PRIVATE LIMITED on the Ind AS financial statements for the year ended 31st March, 2017, we report that:

i. In respect of fixed assets:

The Company has during the year transferred all its fixed assets to Accenture Solutions Private Limited under Business Transfer Agreement. Hence the said clause is not applicable to the company.

ii. According to information and explanations given to us there are no inventories held by the company. Hence the said clause is not applicable to the company.

iii. According to information and explanations given to us, the Company has not granted any loan/s to Companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to loans and investments made.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public.

vi. The central government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax or cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2017 for a period of more than six months from the date of becoming payable.

According to the records of the Company and the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax or cess, which have not been deposited on account of any dispute.

According to the information and explanations given to us, there are no amounts are required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act.

viii. According to the information and explanations given to us, the Company does not have any loans or borrowings from any financial institutions, banks, government or debenture holders during the year. Hence the said clause is not applicable to the company.

For REGE & THAKKAR (Chart red Accountants) FRN: 03263W

J.R. Parekh (Partner) M No: 044066

According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Hence the said clause is not applicable to the company.

According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of audit.

According to the information and explanations given to us and based on our examination of the records of the company, the company has not paid/provided for managerial remuneration in accordance with the provisions of section 197 read with Schedule V of the Act. Hence the said clause is not applicable to the company.

In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Hence the said clause is not applicable to the

company.

According to the information and explanation given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with the sections of 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements prepared as per applicable financial reporting framework.

According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into Non-cash transaction with the directors or persons connected with him and hence this clause is not applicable.

The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

Place: Mumbai Date: 11th July, 2017

Annexure B to the Independent Auditor's Report

The Annexure B referred to in our report of even date to the members of INNOVEER SOLUTIONS INDIA PRIVATE LIMITED on the accounts for the year ended 31g March, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013(lhe Act")

We have audited the internal financial controls over financial reporting of INNOVEER SOLUTIONS INDIA PRIVATE LIMITED ("the Company") as of 31g March, 2017 in conjunction with our audit of the Ind AS 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable fmancial 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Ind AS 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.

J. R. Parelch (Partner) M No: 044066

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 31st March, 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.

Place: Mumbai Date: 11 th July, 2017.

lnnoveer Solutions India Private Limited

Balance sheet as at 31st March, 2017 Particulars Note 31st March' 2017 31st March' 2016 1st April 2015

Assets Noncurrent assets Property, plant and equipment Financial Assets Trade receivables Security Deposit

Deferred tax assets Other tax assets Other Non current assets

3

4 7

-

. - - - -

4,081,498

- -

838,569 - -

6,905.812

- 1,1137,290

97.037 - -

Total non-current assets - 4,920,067 8,940,139

Current assets Inventory Financial assets . Trade receivables

Cash and cash equivalents Security Deposit

Other tax assets Other current assets

8 9

5 10

-

- - .

365,148 50,819,666

-

18,380,835 22,696,550

- 1,993,391 2,210,394

-

15,411,092 13,011,158

. 1,548,242 1,255,250

51,184,814 45,281,170 31,225,742 Total current assets 51,184,814 45,281,170 31,225,742 Total assets 51,184,814 50,201,237 40,065,881

Equity and liabilities Equity Equity Share capital Other Equity Retained earnings Others (including items of Other Comprehensive Income)

12

13

4,100,000

46,983,814 .

4,100,000

44,459,421

4,130,000

34,438,819

Equity attributable to owners of the Company 61,083,814 48,559,421 38,538 819 Total equity 51,083,814 48,559,421 38,538,819

Liabilities Noncurrent liabilities - Total noncurrent liabilities - -

Current liabilities Financial liabilities

Bank overdraft Other bank borrowings Trade payables Derivatives Other financial liabilities

Provisions Other tax liabilities Other current liabilities

11

6

90,000

- 11,000

-

90,000

- 1,551,816

947,625

- 5-9,437

Total current liabilities 101,000 1,641,816 1,467,062 Total liabilities 101,000 1,641,816 1,467,062 Total equity and liabilities 51,184,814 50,201,237 40,065,881

As per our report of even date attached.

For REG 8. THAKKAR For and on behalf of the Board Charter ccountants I noveer Solutions India Firm's station No: 113.3W a--...A.,..4-

of Directors of Private Limited

t Jayen ra R. Parek ) Partner Membership No: 044066 Place: Mumbai

MIMI) *

eA le glAt•- -1 .0-

°it'd Acco#

\I Jayant Swamy Sake Director Director DIN : 07382411 DIN : Place: Bangalore

Bhagavatu la

07378819

-ti's Date: 1I 1 i 9-013- Date: -Tia (1 II 2.0)4


Statement of Profit 8, Loss for the year ended 31st March, 2017

Particulars Note Year ended

31st March 2017

Ye tr ended

31st March 2016

Revenue from operations

Other income 15

14 -

809,364

88.309.725

2,130.188

Total income 809,364 90,139,914

Expenses

Cost of materials consumed

Employee benefits expense

Finance costs

Depredation and amortisation

Operation and other expenses

16

17

19

18 -

.

1,209

5,116

717.723

53.564 394

37,278

3.191.954

18:151,348

Total expenses 724,048 75;145,004

Profit before extraordinary items and tax

Extraordinary hems

85,316

3,774,499

14;194,910

-

Profit from operations before income tax 3,859,815 14 494 910

Current tax

Current tax expense relating to prior years

Deferred tax

1,335,422

-

-

5,725.000

50,840

(741,532)

Income tax expenses 1,335,422 5,034,308

Profit from operations for the year 2,524,393 _ 9,960,602

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Remeasurements of defined benefit liability (asset)

Income tax relating to items that will not be reclassified to profit or loss

-

Other comprehensive income for the year, net of income tax

Total comprehensive income for the year 2,524,393 9,E 60,602

Earnings per equity share of face value Rs 10 each

Weighted average number of equity shares outstanding during the year for

basic and diluted (refer note 19)

Earning per sham from operations

Basic and diluted earning per share (Rs per share)

410,000

6.16

z 10 000

24.29

Summary of significant accounting policies 2

The accompanying notes from 1 to 20 are an integral part of these financial statements.

As per our report of even date attached.

For REGE & THAKKAR For and on behalf of the Board of Binders c

Charter° Accountants Innoveer Solutions India Private Limited

Firm's Re ration No: 11321

• r

Jayendra R. Parekh

Partner

Membership No: 044066

4,-7 TI14 ;Ifithros•-•

MUMBAI I i* is

le•-..----"stOP Accos

--Ir cow/ JLV Jayant Swamy

Director

DIN : 07382411

Sailaja

Director

DIN

$49 1

Bhagavatula

: 07378819

Place: Mumbai Place: Bangalore

Date: 3,0 , 11 , "on Date: -T„.. . II , la 17


Cash flow statement for the year ended 31 March, 2017

Particulars Notes

Year ended 31st March 2017


Amount (Rs.) Amount (Rs.) Cash flow from operating activities Net profit before taxes

Adjustments for: Depreciation and amortization Profit on Business Transfer Agreement Loss on Sale of Fixed Assets Interest Income Foregin Exchange Fluctuation Loss on Sale of Shares Profit on Business Transfer Agreement Dividend on Shares Finance costs Operating profit before working capital changes

Adjustments for: (Increase)/ Decrease in trade receivables (Increase)/ Decrease in Inventories (Increase)/ Decrease in other assets Increase/ (Decrease) in liabilities and provisions

Net cash used in operating activity

Taxes paid

Net cash used in operating activity

Cash flow from investing activities Proceeds from Sale \ Purchase of fixed assets Sale of Investments Profit on Business Transfer Agreement Investments in Fixed Deposits Interest Income Foregin Exchange Fluctuation Payment \Repayment of advances and loans made by 1 to third parties

Net cash used In investing activities

Cash flow from financing activities Gain on BTA Interest paid

Net cash generated from financing activities

Decrease in cash and cash equivalents Cash and cash equivalents at the beginning

Cash and cash equivalents at the end of the year

3,859,815

- (3,774,499)

(625,463) (183,901)

-

5.116

14,994,910

(1,346,541)

3,091,984

1,785,257 (783,647)

-

-

37,278 (718,932)

18,380,835 -

(46,130,317) (1,540,816)

17,779,242

(2,969,743) -

480,520 174,754

(30,009,230)

(1,347,565)

15,464,773

(5,819,364)

(31,356,795) 9,645,409

4,081,498

3,774,499

625,463 183.901

(2,052,927) - - -

783,647 1,346.541

-.

8,665,361 77,261

(5,116) -

(37,278)

(6,116) (37,278)

(22,696,550) 22,696.550

1.685,392 13,011,158

- 22,696,550

Particulars Year ended 31st March 2017


Amount (Rs.) Amount Cash and cash equivalents includes:

- -

157,055 21999.288

540.207

Cash on hand Bank Balances FOR

- 2.! 696 550

As per report of even d For RE E & THAKKAR (Chart Accountants)

e

t --I-71A JO J. R. Parekh Partner

/ (

*1%.. ie 1,.. ,, .._,, Place: Mumbai NI ACCON 1 yol4 I i ,,.2_01 g

For and on behalf of the Board of Directors Innoveer Solution India Private

alAir

Jayant Swamy Sailam Bhagava

Director Director 07378819 DIN : 07382411 DIN :07378819

Place: Bangalore Date: ru,ii

t

111;

Limibxl

, -.:. se-2..1

of

1

Date i juts II

INNOVEER SOLUTIONS INDIA PRIVATE LIMITED

BACKGROUND & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 31.03.2017

NOTE 1

Background

1.1 Innoveer Solutions India Private Limited

Innoveer Solutions India Private Limited (' the Company') was incorporated on 31st January, 2007 as a private limited company under the Companies Act, 1956 and is engaged in providing services in connection with customization, development, integration and

deployment of Enterprise CRM applications. The Company is a subsidiary of Accenture Solutions Private Limited as on 31.03.2017 with 99.99 % holding by the parent company.

Summary of significant accounting policies

2.1 Basis of preparation

These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis of accounting and the provision of the Companies Act, 2013 ('the Act'). The Ind AS are prescribed under Section 133 of th

Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2016.

The Company has adopted all relevant Ind AS and the adoption was carried out in accordance with IND AS 101 (First time adoption of Indian Accounting Standards). The transition was

carried out from Indian Accounting principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 (IGAAP), which was the previous GAAP.

Accounting policies have been consistently applied except otherwise stated or where a newly issued accounting standard is initially adopted or a revision in accounting standard requires change in accounting policy hitherto in use. The financial statements are presented in Indian rupees rounded off to the nearest units, except where mentioned otherwise.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Act.

2.2 Use of estimates

The preparation of standalone financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent liabilities on the date of the financial statements

and the reported amounts of income and expenses during the reported period. Management believes that the estimates and assumptions made in the preparation of standalone financial

statements are prudent and reasonable. Actual results could differ from those estimates. Appropriate changes to the accounting estimates are recognized prospectively.

2.3 Revenue recognition

Revenue is recognised to the extent that it can be reliably measured and is probable that the economic benefits will flow to the company.

2.4 Property, plant and equipment

Tangible assets Property, plant and equipment and Intangible assets are stated at cost less accumulat depreciation / amortization and impairment loss, if any. The Company capitalizes all cost.4 relating to the acquisition and installation of fixed assets. Cost includes freight, duties, taxes (to the extent not recoverable from respective authorities) and incidental expenses related tol the acquisition and installation of fixed assets up to the time the assets are ready for intende use.

Depreciation and Amortization Depreciation on fixed assets is provided on straight line method at the rates based on th useful life as determined by the Management which is as per Schedule II of Companies A 2013, of India.

2.5 Operating leases

The Company has various operating leases for office space with various renewal options. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as operating lease. Operating lease payments are recognized on a straight line basis over the lease term, unless the increase is on account of inflation, in the statement of profit and loss.

2.6 Employee benefits

The Company follows the provisions contained under Provident Fund and miscellaneous Provision Act, 1952; Termination benefits are recognized as an expense as and when incurred.

2.7 Foreign currency transactions other than derivatives

Transactions and translations Income and expenses in foreign currencies are translated at the exchange rates prevailing on the date of the transaction. Net exchange gain or loss resulting in respect of foreign exchange transactions settled during the year is recognized in the Statement of profit and loss for the year. Monetary assets and liabilities at year end are translated at the exchange rates prevailing on the Balance sheet date and the resulting net gain or loss is recognized in the Statement of profit and loss.

Functional currency The functional currency of the company is the Indian rupee. These financial statements are presented in INR (rounded off to Tens).

T HiNN

* ( MU MBAI )*

4

ered A c ce.V

\

2.8 A. Income tax Income tax expense comprises of current tax expense and deferred tax charge or credit Income tax expense is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income.

Current taxes Provision for current income-tax is recognized in accordance with the provisions of the Indian Income tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions. Minimum alternate tax ('MAT') paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal tax within the eligible period and the asset can be measured reliably.

Deferred taxes Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and liabilities are measure during tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

2.9 Earnings per share

The basic earnings per equity share is computed by dividing the net profit or loss for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the reporting year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares which may be issued on the conversion of all dilutive potential shares, unless the results would be anti-dilutive.

2.10 Provisions and contingencies

The Company creates a provision when there is a present legal or constructive obligation as a result of a past event that probably requires an outflow of resources embodying economic benefits and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is

remote, no provision or disclosure is made. Provisions are reviewed at each Balance sheet

date and adjusted to reflect the current best estimate.

2.11 Cash & cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible

into known amounts of cash that are subject to an insignificant risk of change in value and

having original maturities of three months or less from the date of purchase, to be cash

equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted

for withdrawal and usage.


Notes to financial statements for the year ended 31st March, 2017

Note 3 Property, plant and equipment and capital work-in-progress

Reconciliation of carrying amount

Office and othe Tota

Particulars Computers Furniture and fixtures equipmen

Cost or deemed cost (gross carrying amount)

Balance as at lst April 2015 8,323.493 6400.572 323,844 15 047,909

Taken over pursuant to scheme of amalgamation - - - -

Additions 2,084,690 304,252 240,643 2,629.585

Adjustments - - - .

Disposals/ discarded/ written off/ adjustments 5,111,922 6,704,824 226.299 12,043,045

Balance as at 31 March 2016 5,296,261 338,188 5,634,449

Balance as at 1 April 2016 5,296,261 338.188 5,634,449

Additions -

Adjustments .

Disposals/ discarded/ written off/ adjustments 5,296,261 338,188 5.634,449

Balance as at 31 March 2017 - - .

Accumulated depreciation and amortisation

Balance as at 1st April 2015 2,997,551 4,919,559 224.987 8,142,097

Pursuant to scheme of amalgamation -

Charge for the year 1,853.113 1,145.287 93,584 3,391,984

Disposals/ discarded/ written off/ adjustments 3,395,297 6,364,846 220,987 9,581,130

Balance as at 31 March 2016 1,455,367 97,584 1,552,951

Balance as at 1st April 2016 1,455.367 97,584 1.552,951

Charge for the year

Disposals/ discarded/ written off/ adjustments 1,455,367 97,584 1.552,951

Balance as at 31 March 2017 - - -

Carrying amount (net)

At 1 April 2015 , 5,325.942 1,481,013 98,85? 6.305.812

At 31 March 2016 / 1 April 2016 3,840,894 - 240,604 4,381,498

At 31 March 2017 - - .



Note 4 Security Deposit

Particulars

Non-current Current

31st March 2017 31st March' 2016 1st April' 2015 31st March' 2017 31st March' 2016 1st April 2015

Security Deposit • 1,837,290 -

Total • - 1,837,290 -

Note 5 Other Tax assets

Particulars

MAT credit entitlement receivable. net

Prepaid taxes (net of provision for tax Rs 28.061 (2015: Rs 373))

Recoverable from statutory authorities

Taxation ( net of advance tax and tax deducted at source )

Non-current Current

31st March' 2017 31st March' 2016 1st April' 2015 31st March' 2017 31st March' 2016 1st April' 2015

. 73,124

292,024

1,713,510

279,881

1,311,884

236,358

Total - - 365,148 1,993,391 1,548,242

Note 6 Other Tax liabilities

Particulars

Non-current Current

31st March' 2017 31st March' 2016 1st April' 2015 31st March' 2017 31st March' 2016 1st April 2015

Statutory dues payable

Corporate dividend Tax

11,000

.

1,551,816 519,437

Total - • 11,000 1,551,816 519,437

Innoveer Solutions India

Notes to financial statements for

Note 7 Deferred tax Asset

Private Limited

the year ended 31st March, 2017

Particulars 31st March 2017 31st March' 2016 1st April' 3015

Amount (Rs.) Amount (Rs.) Amount (Rs.) On account of provision for depreciation of fixed assets 838,569 97 037 Total - 838,569 970337

Note 8 Trade receivables

Particulars 31st March' 2017 31st March' 2016 1st April' 2015

Amount (Rs.) Amount (Rs.) Amount (Rs.) Trade receivables Unsecured, considered good - Doubtful -

18,380,835 _ -

15,411,092

Total - 18,380,835 15,411,092 Non-current Current -

- 18,380,835 15,411,092

Note 9 Cash and bank balances 1


Amount (Rs.) Amount (Rs.) Amount (Rs.) Cash and cash equivalents Cash on hand - Balances vvith scheduled banks -in current accounts - BOB FDR - Margin bank guarantee - -in deposit accounts with original maturity of less than three months -

157,055

21,999,288

540,207

13,134

1,371,299 125,842

11,500,683 Cash and cash equivalents in balance sheet - Bank overdrafts used for cash management purposes -

22,696,550 13,011,158

Cash and cash equivalents in the statements of cash flows - 22,696,550 13,011,158

Note 10 Other current assets


Amount (Rs.) Amount (Rs.) Amount (Ft Unsecured considered good

50,819,666

-

-

1,404,244 806,150

-

455,190 800,060

To related parties Advances to related parties To parties other than related parties Other Advances - Prepaid expenses Total 50,819,666 2,210,394 1,255,250

Note 11 Trade payables


Amount (Rs.) Amount (Rs.) Amount (FL Total outstanding dues of Micro enterprises and small Total outstanding dues of creditors other than MSME - Trade Payable to related parties . - Other trade payable 90,000 90,000 947,1325 Total 90,000 90,000 947,625 'All trade payables are current Non-current liabilities Current liabilities

- 90,000

- 90,000

- 947,1325


Notes to the financial statements for year ended 31st March, 2017

Note 12 Share capital

Particulars 31st March' 2017 31st March 2016

'lumber of Share Amount (Rs.) 'lumber of Share Amount (Rs.)

Authorised

(2016) equity shares of Rs.10 each. 500,000 5,000,000 500,000 5,000,000

Issued, subscribed and paid-up

(2016:) equity shares of Rs.10 each, fully paid-up 410,000 4,100,000 410,000 4,100,000

410,000 4,100,000 410,000 4,100,000

a) Reconciliation of shares outstanding at the beginning and at the end of the year

Particulars 31st March' 2017 31st March' 2016

'lumber of Share Amount (Rs.) timber of Share Amount (Rs.)

Equity shares

Balance as at the beginning of the year

Less : Shares cancelled pursuant to scheme of amalg

Add : Share capital issued pursuant to the scheme of

410,000

-

4.100.000 ..

410000

-

4,100.000

-

Balance as at the end of the year 410,000 4,100,000 410,000 4,100,000

Issued & subscribed share capital 410,000 4,100,000 410,000 4,100,000

Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs 10 per share. On poll, each holder of equity

shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be

entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will

be in proportion to the number of equity shares held by the shareholders.

Shares held by the holding company

Particulars 31st March' 2017 31st March' 2016

lumber of Share % of Holding timber of Share % of Holding

Shares held by the holding company Is as below:


Innoveer Solutions Inc

4.09,999

-

99.99%

-

-

405.000

-

98.78%

Details of shares held by shareholders holding more than 5% of the aggregate shares In the Company

Particulars 31st Ma ch' 2017 31st March' 2016

'lumber of Share % of Holding 'lumber of Share % of Holding


Innoveer Solutions Inc

409,999

-

99.99%

-

-

405,000

-

98.78%

Note 13 Other Equity

Reserve & Surplus 1st March' 2017 1st March' 2016 01 April, 2015

Capital redemption reseve

General reserve

Amalgamation reserve

Retained earnings - P&L A/c

-

46,983,814

-

44.459,421 34,498,819

Total Reserve & Surplus 46,983,814 44,459,421 34,498,819

Innoveer Solutions India

Statement of Changes in Equity for the

Equity share capital

Private Limited

year ended 31st March, 2017

Particulars Amount (Rs.) Balance as at 1 April 2015 Changes in equity share capital during 2015-16 Balance as at 31st March, 2016 Changes in equity share capital during 2016-17

4,100,000

4,100,000 -

Balance as at 31st March, 2017 4,100,000

Other Equity

Particulars Reserve & Surplus Items of OCI

Total attributable to owners of the company

Capital, redemption

reseve General reserve

Retained eaminqs

Remeasureme nt of Defined

benefit liability (asset)

Balance as on 1st April' 2015 - - 34,498,819 - 34,498,819 Add : Adjustment on account of IND AS related to years prior to 1st April'15.

Deferred cost Forward contract Dividend Payable & Tax on distribution Fair valuation of security deposit

I

- -

- Revised Balance as on 1st April' 2015 - - 34,498,819 - 34,498,819

Total comprehensive income for the year ended 31 March 2016 Profit or loss for the period Other comprehensive income (net of tax)

- 9,960,602 - 9,960,602 -

Total comprehensive income - - 44,459,421 - 44,459,421

Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends Dividend distribution tax Total contributions by and distributions to owners - - - - - Total transactions with owners - - - -

Balance as at 31 March' 2016 - - 44,459,421 - 44,459,421

Total comprehensive income for the year ended 31 March 2017 Profit or loss for the period Other comprehensive income (net of tax)

- 2,524,393 2,524,393

Total comprehensive income - - 2,524,393 - 2,524,393

Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends Dividend distribution tax Total contributions by and distributions to owners - - - - Total transactions with owners - - - -

Balance as at 31 March' 2017 - - 46,983,814 - 46,983,814



Note 14 Revenue from operations

Particulars Year ended

31st March 2017

Year ended

31st March 2016

Amount (Rs. Amount (Rs.

Sale of services

Software Development Charges and Support Services 88.009,726

Total revenue from operations 88,009,726

Note 15 Other income


31st March 2017

Year ended

31st March 2016


Foreign exchange fluctuation gain (net)

Interest income on cash and cash equivalent

183.901

625,463

1.346,541

783,647

Total other income 809,364 2,130,188

Note 16 Employee Benefit Expenses


31st March 2017

Year ended

31st March 2016


Salaries, wages and bonus

Staff welfare and training expense -

Contribution to provident and other funds 1,209

47,202,432

4,304,717

2,057,245

Total Employee Benefit Expenses 1,209 63,564,394

Note 17 Finance Costs


31st March 2017

Year ended

31st March 2016


Bank Charges

Interest Charges

5.116 35.888

1,390

Total Finance costs 5,116 37,278

Note 18 Depreciation and amortisation expense


31st March 2017

Year ended

31st March 2016


Depreciation of property, plant and equipment -

Amortisation of intangible assets

3,091.984

Total Depreciation and Amortisation Expenses - 3,091,984



Note 19 Operation and other expenses

Particulars Year ended Year ended

31st March 2017 31st March 2015


Travel and conveyance - Foregin - 1,796,874

Travel and conveyance - Local 9.423 674,330

Rent - Amenities Charges - 2,205,656

Rent - Lease Rent . 3,308.484

Professional and consultancy charges 551,788 2,878,890

Repairs and maintenance - Building - 291,921

Repairs and maintenance - Machinery 2,531 1,093,155

Electricity 26,012 686,650

Director Expense 164,383

Communication 5,329 1,032,194'

Recruitment - 413,387

Insurance - 912,392

Payment to auditors (refer note (i)below) 100,000 100,000

Donation - 191,700

Rates and taxes 4,757 144,451

Loss on sale of assets/Assets won 1,785,257

Others 17.883 771,624

717.723 18,451,348

Less: Reimbursable expenses

Total Operating Expenses 717,723 18,451,348

(I) Payment to auditors

Particulars Amount (Rs.' Amount (Rs.

As auditor

Statutory audit fees 100,000 100,000

INNO VEER SOLUTIONS INDIA PRIVATE LIMITED

BACKGROUND & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 31.03.2017

NOTE 20

I. During the year, the company has transferred / sold the business on going concern basis by way of slump sale to Accenture Services Private Limited (now Accenture Solutions Private Limited) vide Business Transfer Agreement w.e.f 01.04.2016 for a consideration of Rs. 5,03,31,046/-. The consideration is adjusted against the assets and liabilities taken over and the consideration is receivable from the purchaser as at 31.03.2017.

Related party disclosures: -

Parent company - M/s Accenture Solutions Private Limited

The following transactions were carried out with the related party

Particulars For the year ended 31" March,2017

For the year ended 31m March 2016

Sale Consideration towards Slump Sale under BTA (Rs.) 5,03,31,046 -

Loans & Advance — Outstanding balance on account of slump sale for more than six months considered good (Rs.)

5,08,19,666

Earnings Per Shares:

Particulars For the year ended 31m March 2017

For the year' ended 31" March 2016

Profit after Tax as per statement of Profit and Loss (Rs.) 25,24,393 99,60,602 Weighted Average No. of Equity Shares outstanding during the year (Nos)

4,10,000 4,10,000

Nominal value of Equity Shares (Rs.) 10 10 Basic & Diluted Earnings per Share (Rs.) 6.16 24.29

During the previous year, depreciation on fixed assets was provided on straight hie method at the rates based on the useful life as determined by the Management which is as per Schedule II to the Companies Act, 2013.

Earnings in Foreign Currencies:- Software development charges received during the year Rs. NIL (Previous Year Rs. 8,93,56,267/-)

As at 31m March, 2017 the company has made enquiries from its creditors to ascertain whether the outstanding creditors are small scale industrial undertaking or company covered under MSMED Act or otherwise. Such undertakings to whom the company owes a sum for more than 30 days are Nil.

Expenditure in Foreign Currencies:- Travelling & other Expenses Rs. NIL (Previous Year Its. 5,76,7124)

Contingent Liabilities Rs. Nil ( Previous Year Its. Nil)

9. Operating Leases: -

The company has taken office premises under operating lease or leaves and license agreement, rights and obligations are transferred to Accenture Services Private Limited (now Accenture Solutions Private Limited) on 01.04.2016 pursuant to Business Transfer Agreement. Refer note above.

There are no lease payments recognized in statement of profit and loss during the current yeat (previous year Rs. 33,08,484/-) in respect of premises taken on lease.

There are no future minimum lease payments under operating lease not later than one year (Previous year Rs. 2,94,030/- up to 30Th April, 2016).

10. Auditor's Remuneration:- Audit and Tax Audit Fees Rs. I,00,000/- (Excluding Service Tax (Previous Year Rs. 1,00,000/-).

11. The details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 o 30/12/2016 as provided in the Table below:-

Sr. No.

Particulars SBNs Other denomination

notes

Total

I Closing cash in hand as on 08.112016 (in Rs.) - 3,837 3,83-

2 (+) Permitted receipts - -

3 (-) Permitted payments - 1,381 1,381

4 (-) Amount deposited in Banks - _

5 Closing cash in hand as on 30.122016 (in Rs.) - 2,456 2,45

Explanalon : For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number SD. 3407(E), dated the 8th November, 2016.".

Previous Year Figures have been regrouped / rearranged wherever necessary.

3er our report of even date Re e & Thakkar For and on behalf of the Board of Directors rte Accountants' II

7,i%N ,-flit—Car t et..k.A.Alt tY

_ fr i ( MUM RAI

Director

Director DIN :07382411

DIN :07378819 Place: Bangalore Date : _17.41 1 11 2_019

12.

As For Ch

J.R Partner

Place: Mumbai Date: 5ui.j Il i 9_011

innoveer financials 2017 | accenture · 2017. 9. 14. · company be shifted and maintained at the...

Documents