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Accelya Solutions India Ltd.

BSE: 532268 Sector: IT
NSE: ACCELYA ISIN Code: INE793A01012
BSE 00:00 | 24 Apr Accelya Solutions India Ltd
NSE 05:30 | 01 Jan Accelya Solutions India Ltd
OPEN 900.10
PREVIOUS CLOSE 908.60
VOLUME 20
52-Week high 1247.00
52-Week low 699.30
P/E 11.87
Mkt Cap.(Rs cr) 1,347
Buy Price 897.10
Buy Qty 100.00
Sell Price 910.25
Sell Qty 3.00
OPEN 900.10
CLOSE 908.60
VOLUME 20
52-Week high 1247.00
52-Week low 699.30
P/E 11.87
Mkt Cap.(Rs cr) 1,347
Buy Price 897.10
Buy Qty 100.00
Sell Price 910.25
Sell Qty 3.00

Accelya Solutions India Ltd. (ACCELYA) - Director Report


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Company director report

To

The Members

Your Directors are pleased to present the thirty third report on the business andoperations of the Company for the year ended 30th June 2019.

FINANCIAL RESULTS (STANDALONE) Rs. in Million
Particulars 2018-19 2017-18
Revenue
- Revenue from operations 3784.77 3450.41
- Other Income 167.97 152.94
Total income 3952.74 3603.35
Total expenses 2392.63 2195.18
Profit before Tax 1560.11 1408.17
Tax expenses
- Current Tax 522.74 512.08
- Deferred Tax (1.12) (51.07)
Net Profit for the year 1038.49 947.16
Other comprehensive income (9.08) 4.73
Total comprehensive income for the year (net of tax) 1029.41 951.89
Profit brought forward from previous year 1023.81 1016.00
Profit available for appropriation 2053.22 1967.89
Appropriations:
- Interim dividend 253.75 208.97
- Dividend distribution tax on interim dividend 52.16 42.54
- Final equity dividend 477.64 597.05
- Dividend distribution tax on final dividend 98.18 121.55
- Dividend distribution Tax (18.09) (26.03)
Credit
- Balance Carried Forward to 1189.59 1023.81
Balance Sheet

DIVIDEND

The Company had declared and paid an interim dividend of ^ 17 per equity share duringthe year.

Your Directors are pleased to recommend a final dividend of ^ 15 per equity share forthe financial year ended 30th June 2019.

The total dividend for 2018-19 is ^ 32 per equity share (previous year ^ 46 per equityshare).

OPERATING RESULTS

During the year under review your Company's operating revenues grew by from ^ 3450.41million to ^ 3784.77 million an increase of 9.69%. The total expenditure for the yearstood at R 2392.63 million as against R 2195.18 million an increase of 9% over theprevious year.

The Company recorded profit after tax of ^ 1038.49 million for the year 2018-19 asagainst ^ 947.16 million in the previous year a surge of 9.64%.

BUSINESS OPERATIONS

Throughout the year the Company saw a good traction across its revenue accounting andcost management solutions. Some of the highlights include:

• 35 customers for Passenger Revenue Accounting (PRA) were successfully migratedover to version 20 of the Company's revenue accounting solution.

• 11 airlines are now using the Company's cost management solution.

• The Company integrated a robotics engine into its cost management suite toincrease process automation in the accounts payable process. This solution has beensuccessfully deployed at a large European airline.

CHANGE OF NAME

During the year the shareholders passed a special resolution by postal ballot forchange in the name of the Company from Accelya Kale Solutions Limited to Accelya SolutionsIndia Limited. The new name 'Accelya Solutions India Limited' is effective 20th May 2019.

SUBSIDIARIES

During the year under review the name of Kale Softech Inc. was changed to AccelyaSolutions Americas Inc. Similarly the name of Zero Octa UK Limited was changed to AccelyaSolutions UK Limited.

Pursuant to the provisions of section 129(3) of the Companies Act 2013 ("theAct") a statement containing salient features of financial statements of AccelyaSolutions Americas Inc. and Accelya Solutions UK Limited in Form AOC-1 is attached to thefinancial statements.

The Company does not have any subsidiaries in India. The financial statements of thesubsidiary companies shall be available for inspection by any shareholder at theregistered office of the Company and of the subsidiary companies concerned. Thesedocuments can be requested by any shareholder of the Company. Further in line with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordancewith the Accounting Standard 21 (AS-21) the Consolidated Financial Statements prepared bythe Company include financial information of its subsidiaries.

BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year the details of whichare given in the Corporate Governance Report. The maximum interval between any twomeetings was well within the maximum allowed gap of 120 days.

The Independent Directors of your Company have given the declaration of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Act.

The details of familiarization programme and Annual Board Evaluation process forDirectors have been provided under the Corporate Governance Report.

The policy on appointment of directors key managerial personnel senior management andother employees and remuneration policy is annexed herewith as Annexure "A".

Re-appointment of Mr. John Johnston

Mr. John Johnston (DIN 07258586) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Mr. Johnston is the CEO of Accelya Group. He has work experience of over 40 years outof which he has worked for more than 25 years in the information technology andcommunications industry. For more than last 20 years he has been serving the airlineindustry and has held senior positions in several countries. He has provided consultingservices to a number of global airlines. Before joining Accelya Mr. Johnston was the CEOof Luxembourg based Champ Cargosystems S.A.

Companies in which Mr. John Johnston is a Director
Accelya Solutions India Limited Accelya Holding World SLU
Accelya UK Limited Accelya Portugal Unipessoal Lda
Accelya America S.A. de C.V. Accelya Topco Limited
Accelya Lux Sarl Accelya Solutions UK Limited

Re-appointment of Ms. Sangeeta Singh as an Independent Director

Ms. Sangeeta Singh was appointed as an independent director on 18th July 2014 by theBoard of Directors. At the 28th Annual General Meeting held on 25th September 2014 themembers had approved the appointment of Ms. Sangeeta Singh as an Independent Director ofthe Company for a period of five years with effect from the said date. Her term asDirector expired on 17th July 2019.

The performance of Ms. Sangeeta Singh was evaluated by the Nomination &Remuneration Committee ("the Committee") on the basis of which there-appointment of Ms. Sangeeta Singh as an Independent Director was recommended by theCommittee for a period of 5 years with effect from 18th July 2019. Accordingly at themeeting of the Board of Directors held on 3rd May 2019 Ms. Sangeeta Singh wasre-appointed as an Independent Director upto 17th July 2024 subject to the approval ofthe shareholders at the ensuing Annual General Meeting of the Company.

The Board recommends the re-appointment of Ms. Sangeeta Singh as an IndependentDirector of the Company not liable to retire by rotation.

Re-appointment of Mr. Sekhar Natarajan as an Independent Director

Mr. Sekhar Natarajan was appointed as an Independent Director on 7th July 2011 by theBoard of Directors and approved by the members on 8th November 2011. At the 28th AnnualGeneral Meeting held on 25th September 2014 the members had approved the appointment ofMr. Sekhar Natarajan as an Independent Director of the Company for a period of five yearswith effect from the said date. His term as Director expires on 24th September 2019.

The performance of Mr. Sekhar Natarajan was evaluated by the Nomination &Remuneration Committee ("the Committee") on the basis of which there-appointment of Mr. Sekhar Natarajan as an Independent Director was recommended by theCommittee upto 6th July 2021. Accordingly at the meeting of the Board of Directors heldon 28th August 2019 Mr. Sekhar Natarajan was re-appointed as an Independent Directorupto 6th July 2021 subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting of the Company.

The Board recommends the re-appointment of Mr. Sekhar Natarajan as an IndependentDirector of the Company not liable to retire by rotation.

Re-appointment of Mr. Nani Javeri as an Independent Director

Mr. Nani Javeri was appointed as an independent director on 8th July 2013 by the Boardof Directors and approved by the members on 26th September 2013. At the 28th AnnualGeneral Meeting held on 25th September 2014 the members had approved the appointment ofMr. Nani Javeri as an Independent Director of the Company for a period of five years witheffect from the said date. His term as Director expires on 24th September 2019.

The performance of Mr. Nani Javeri was evaluated by the Nomination & RemunerationCommittee ("the Committee") on the basis of which the re-appointment of Mr.Nani Javeri as an Independent Director was recommended by the Committee upto 7th July2023. Accordingly at the meeting of the Board of Directors held on 28th August 2019 Mr.Nani Javeri was re-appointed as an Independent Director upto 7th July 2023 subject tothe approval of the shareholders at the ensuing Annual General Meeting of the Company.

The Board recommends the re-appointment of Mr. Nani Javeri as an Independent Directorof the Company not liable to retire by rotation.

Dr. K. K. Nohria

Dr. K. K. Nohria (DIN: 00060015) has held the position of Director of the Company since1988. He was appointed as an independent director of the Company for a period of 5 yearsfrom 25th September 2014 until 24th September 2019.

Pursuant to the amendment in Regulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (Notification No. SEBI/LAD-NRO/GN/2018/10 dated 9th May 2018) it is necessary

for companies to pass special resolution for appointment or continuance ofnon-executive director who has attained the age of seventy-five years. Accordingly theCompany had at the previous Annual General Meeting held on 10th October 2018 passed aspecial resolution for continuance of appointment of Dr. K. K. Nohria aged 86 years asan Independent Director of the Company till 24th September 2019.

Dr. Nohria who has been a director for 31 years will retire as Director of theCompany on 24th September 2019.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of theAct.

Information regarding investments covered under the provisions of section 186 of theAct is detailed in the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June 2019 and of the profitof the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

HUMAN RESOURCE

The Board has not granted any stock options during the year under review. During theyear the Company also did not have any options in force. Therefore the details requiredto be given under the SEBI (Employee Stock Option Scheme and Stock Purchase Scheme)Guidelines 1999 are not being given.

During the year the Company had cordial relations with its employees.

Disclosures with respect to the remuneration of Directors and employees as requiredunder section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 has been appended as Annexure "B".

Details of employee remuneration as required under provisions of section 197 of the Actand Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are available at the Registered Office of the Company duringworking hours before 21 days of the Annual General Meeting and shall be made available toany shareholder on request.

POLICIES

Your Company has formulated Policy on Related Party Transactions Policy fordetermining material subsidiaries CSR Policy and Whistle Blower Policy in terms of thelegal requirements. These policies are available on the website of the Company athttps://w3.accelya.com/accelya- solutions-india-limited-policies

RELATED PARTY TRANSACTIONS

All contracts/transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.

No material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm's length.

All Related Party Transactions are subjected to independent review by a reputedaccounting firm to establish compliance with the requirements of Related PartyTransactions under the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the Act your Company hasconstituted a Corporate Social Responsibility Committee ("CSR Committee"). Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure "C".

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to providea framework to promote responsible and secure whistle blowing process. It protectsemployees wishing to raise a concern about serious irregularities within the Company orits employees.

Protected disclosures can be made by a whistle blower through an email or by a phonecall to the Ombudsperson appointed under the Policy.

No personnel of the Company has been denied access to the audit committee.

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasconstituted Internal Complaints Committees.

The Company has not received any complaint of sexual harassment during the financialyear 2018-19.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoard's Report.

The Company has a robust Risk Management framework to identify evaluate and mitigaterisks. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

The risk framework defines the risk management approach across the enterprise atvarious levels.

AUDITORS

Statutory Auditors

M/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at theAnnual General Meeting held on 10th October 2018 for a term of one year.

The term of B S R & Co. LLP expires at the conclusion of the forthcoming AnnualGeneral Meeting.

M/s. B S R & Co. LLP have been the Auditors of the Company since 2010-11 and havecompleted a term of nine years.

As per the provisions of section 139 of the Act no listed company can appoint orre-appoint an audit firm as auditor for more than two terms of five consecutive years. Itis therefore proposed to appoint M/s. B S R & Co. LLP as auditors of the Company fora period of 1 year to hold office from the conclusion of the ensuing AGM till theconclusion of the 34th AGM on a remuneration as may be fixed by the Board of Directors ofthe Company.

The Report given by the Statutory Auditors on the financial statements of the Companyis part of the Annual Report.

There is no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed C. S. Kelkar& Associates Practising Company Secretaries to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit is annexed herewith as "AnnexureD".

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "E".

CORPORATE GOVERNANCE

A report on Corporate Governance is set out separately which forms part of thisreport.

FIXED DEPOSITS

During the year your Company has not accepted fixed deposits from the public.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are annexed heretoas Annexure "F".

ACKNOWLEDGMENT

Your directors extend their gratitude to all investors clients vendors banksfinancial institutions regulatory and governmental authorities and stock exchanges fortheir continued support during the year. The directors place on record their appreciationof contribution made by the employees at all levels for their dedicated and committedefforts during the year.

For and on behalf of the Board of Directors

Neela Bhattacherjee John Johnston
Managing Director Chairman
(DIN : 01912483) (DIN : 07258586)
Place : Thane
Date : 28th August 2019