Accelya
Accelya
Accelya
Sub: Submission of the 34th Annual Report for the year 2019-20
The Annual Report is also available on the website of the Company (w3.accelya.com) and is
being dispatched to the shareholders of the Company electronically, whose email ids are
available with the Company / depository participants.
Thanking you,
For Accelya Solutions India Limited
Ninad Umranikar
Company Secretary
Accelya Solutions India Limited (formerly known as Accelya Kale Solutions Limited) CIN: L74140PN1986PLC041033
Accelya Enclave,AG-4 & AG-5, Ground Floor, Sharada Arcade, Satara Road, Pune 411 037 India
T: +91 2066083777 F: +91 202423 1639 Email: info@accelya.com
Regd. Office: Accelya Enclave, 685/ 2B & 2C, 1st Floor, Sharada Arcade, Satara Road, Pune 411 037 (India)
www.accelya.com
1
Contents
Auditor
B S R & Co., LLP
Chartered Accountants
Company Secretary
Ninad Umranikar
Bankers
State Bank of India
ICICI Bank Ltd.
Registered Office
Accelya Enclave, 685/2B & 2C,
1st Floor, Sharada Arcade,
Satara Road, Pune - 411 037.
Tel. No. +91 20 6608 3777
Fax No. +91 20 2423 1639
Website : w3.accelya.com
CIN : L74140PN1986PLC041033
Dear Shareholders,
Yours truly,
Neela Bhattacherjee
Managing Director
(Amount in ` Million)
INCOME STATEMENT
BALANCE SHEET
Borrowings - - - - -
FINANCIAL INDICATORS
Net Worth per share (₹) 158.07 127.60 116.49 115.97 101.67
Basic Earnings per share (₹) 59.38 69.57 63.46 63.48 54.06
In view of the ongoing Covid 19 pandemic, your Company • In the first half of the year, we moved into our new
would like to conserve cash and accordingly the Board office premises in Mumbai. The project that began a
of Directors has decided not to recommend any final year ago in FY 19, with the objective to consolidate our
dividend for the year. offices across Mumbai and Thane, was realized in FY 20,
as planned. The new office is in line with international
The Dividend Distribution Policy of the Company is set out workplace standards to enhance employee experience
as Annexure “A” and is also uploaded on the Company’s and productivity.
website: https://w3.accelya.com/accelya-solutions-india-
limited-policies. • The Company continued with new implementations,
including Revenue Accounting V20 upgrades, albeit
at a slower pace in the last quarter whilst airlines The Company has received the following declarations
grappled with the challenges posed due to COVID-19. from all the Independent Directors confirming that:
• With respect to the COVID-19 situation, the Company • They meet the criteria of independence as prescribed
focused on business continuity, customers and under the provisions of the Act, read with the
employees: Schedules and Rules issued thereunder, as well as of
o The Company carried out a cost-rationalizing Regulation 16 of the Listing Regulations.
exercise across the organization to conserve cash
• In terms of Rule 6(3) of the Companies (Appointment
to address any uncertainties in evolving situations.
and Qualification of Directors) Rules, 2014, they have
This includes reducing the cost of human resources
registered themselves with the Independent Director’s
(with the consent of relevant employees), travel,
database.
marketing and events, etc.
o The Company reached out to all its customers to • In terms of Regulation 25(8) of the Listing Regulations,
support them during this crisis, with webinars and they are not aware of any circumstance or situation,
other content that helped them understand and which exist or may be reasonably anticipated, that
respond better. could impair or impact their ability to discharge their
duties.
o The Company took immediate action to help the
employees work safely from home. It adopted In terms of Regulation 25(9) of the Listing Regulations,
various business continuity measures from the the Board of Directors has ensured the veracity of the
beginning of the country-wide lockdown to ensure disclosures made under Regulation 25(8) of the Listing
the safety and wellbeing of the employees. This Regulations by the Independent Directors of the Company.
includes providing IT infrastructure and connectivity
wherever possible, to enable employees to work Retirement by rotation and re-appointment of Mr. John
from home. Johnston
Appointment of Mr. Jose Maria Hurtado as a Non- in accordance with the provisions of this Act for
executive Non-independent Director safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
Mr. Jose Maria Hurtado (DIN 08621867) was appointed as
an Additional Director (Non-Executive Non-Independent d. the annual accounts have been prepared on a going
Director) of the Company on 27th November, 2019. concern basis;
Mr. Jose Maria Hurtado (Age 47) is the Chief Financial e. the Directors have laid down internal financial controls
Officer of Accelya group. He is responsible for the to be followed by the Company and that such internal
financial management of Accelya and plays a key role in financial controls are adequate and are operating
the definition and implementation of Accelya’s strategy, effectively; and
including mergers and acquisitions. Mr. Jose Maria Hurtado f. the Directors have devised proper systems to ensure
started his professional career at KPMG. He joined Accelya compliance with the provisions of all applicable laws
in 2007. Prior to joining Accelya, Mr. Jose Maria headed and that such systems are adequate and operating
the finance of Siemens VDO Automotive in Spain & France effectively.
for more than 10 years.
Mr. Jose Maria Hurtado is not related to any of the HUMAN RESOURCE
directors of the Company.
The Board has not granted any stock options during the
Companies in which Mr. Jose Maria Hurtado is a Director year under review. During the year the Company also
did not have any options in force. Therefore, the details
Accelya Solutions India Accelya World SLU required to be given under the SEBI (Employee Stock
Limited Option Scheme and Stock Purchase Scheme) Guidelines,
Accelya Holdco Limited Accelya Finco Limited 1999 are not being given.
Accelya Midco Limited Accelya Bidco Limited
During the year, the Company had cordial relations with its
Accelya America S.A. Accelya Lux, Sarl
employees. Disclosures with respect to the remuneration
de C.V
of Directors and employees as required under section 197
Accelya Tunisie S.a.r.l. of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
has been appended as Annexure “C”.
The Company has not given any loans or guarantees
Details of employee remuneration as required under
covered under the provisions of the Act. Information
provisions of section 197 of the Act and Rule 5(2) &
regarding investments covered under the provisions
5(3) of Companies (Appointment and Remuneration of
of section 186 of the Act is detailed in the financial
Managerial Personnel) Rules, 2014, the names and other
statements.
particulars of employees drawing remuneration in excess
DIRECTORS’ RESPONSIBILITY STATEMENT of the limits set out in the aforesaid Rules, forms part of
this Report. However, in line with the provisions of Section
Your Directors state that: 136(1) of the Act, the Report and Financial Statements
a. in the preparation of the annual accounts for the year as set out therein, are being sent to all members of
ended 30th June, 2020, the applicable accounting your Company excluding the aforesaid information. The
standards have been followed and there are no particulars shall be made available to any member on
material departures from the same; request.
b. the Directors have selected such accounting policies
POLICIES
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as Your Company has formulated Policy on Related Party
to give a true and fair view of the state of affairs of the Transactions, Policy for determining material subsidiaries,
Company as at 30th June, 2020 and of the profit of the CSR Policy and Whistle Blower Policy in terms of the legal
Company for the year ended on that date; requirements. These and other policies are available on
c. the Directors have taken proper and sufficient care the website of the Company at https://w3.accelya.com/
for the maintenance of adequate accounting records accelya-solutions-india-limited-policies
RELATED PARTY TRANSACTIONS The Company has a robust Risk Management framework
to identify, evaluate and mitigate risks. This framework
All contracts/transactions entered into by the Company seeks to create transparency, minimize adverse impact
during the financial year with related parties were in the on the business objectives and enhance the Company’s
ordinary course of business and on an arm’s length basis. competitive advantage.
No material related party transactions were entered The risk framework defines the risk management approach
into during the year by your Company. Accordingly, across the enterprise at various levels.
the disclosure of related party transactions as required
under Section 134(3)(h) of the Act, in Form AOC-2 is not POLICY ON APPOINTMENT OF DIRECTORS, KEY
applicable to your Company. MANAGERIAL PERSONNEL, SENIOR MANAGEMENT &
OTHER EMPLOYEES AND REMUNERATION POLICY
All Related Party Transactions are placed before the
Audit Committee for review and approval. Prior omnibus The Company has framed a policy on appointment of
approval is obtained for Related Party Transactions for directors, key managerial personnel, senior management
transactions which are of repetitive nature and entered in & other employees and remuneration policy which is
the ordinary course of business and are at arm’s length. annexed as Annexure “C”.
All Related Party Transactions are subjected to
independent review by a reputed accounting firm to CORPORATE SOCIAL RESPONSIBILITY (CSR)
establish compliance with the requirements of Related
In accordance with the requirements of section 135
Party Transactions under the Act and SEBI Listing
of the Act, your Company has constituted a Corporate
Regulations.
Social Responsibility Committee (“CSR Committee”). The
composition and terms of reference of the CSR Committee
VIGIL MECHANISM is provided in the Corporate Governance Report.
The Company has adopted a Whistle Blower Policy, as part Annual report on CSR activities as required under the
of vigil mechanism to provide a framework to promote Companies (Corporate Social Responsibility Policy) Rules,
responsible and secure whistle blowing process. It protects 2014 is annexed herewith as Annexure “D”.
employees wishing to raise a concern about serious
irregularities within the Company or its employees.
AUDITORS
Protected disclosures can be made by a whistle blower
Statutory Auditors
through an email or by a phone call to the Ombudsperson
appointed under the Policy. No personnel of the Company At the last AGM of the Company, B S R & Co LLP (Firm
has been denied access to the audit committee. Registration No. 101248W/W-100022), the Statutory
Auditors, were appointed for a term of one year until the
As per the requirement of The Sexual Harassment
conclusion of the 34th AGM. In view of the mandatory
of Women at Workplace (Prevention, Prohibition &
requirement for rotation of auditors upon completion
Redressal) Act, 2013 (‘Act’) and Rules made thereunder,
of ten years of association with a company, in terms of
your Company has constituted Internal Complaints
Section 139 of the Act, B S R & Co LLP would retire as the
Committees.
Auditors of the Company, at the conclusion of 34th AGM.
The Company received 1 complaint of sexual harassment The Company proposes to appoint Deloitte Haskins & Sells
during the financial year 2019-20 which was resolved. LLP (“Deloitte”), Chartered Accountants, (Firm Registration
No. 117366W/W-100018), as the new Statutory Auditors
of the Company. Deloitte are proposed to be appointed
RISK MANAGEMENT
for a term of five consecutive years commencing from
The Company has constituted a Risk Management the conclusion of the 34th AGM till the conclusion of the
Committee. The details of Committee and its terms of 39th AGM of the Company. Deloitte have expressed their
reference are set out in the Corporate Governance Report willingness to act as statutory auditors of the Company,
forming part of the Board’s Report. and have further confirmed that, if appointed, the said
appointment would be in conformity with the provisions
of Section 139 read with section 141 of the Act along FIXED DEPOSITS
with the Rules made thereunder. The Board recommends
the appointment of Deloitte as statutory auditors of the During the year your Company has not accepted fixed
Company for a term of five consecutive years commencing deposits from the public.
from the conclusion of the 34th AGM up to the conclusion
of the 39th AGM of the Company, to be held in the year CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
2025, subject to the approval of the members of the FOREIGN EXCHANGE EARNINGS AND OUTGO
Company at the ensuing AGM.
The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
SECRETARIAL AUDITOR
outgo, as required to be disclosed under the Act, are
Pursuant to the provisions of section 204 of the Act and annexed hereto as Annexure “H”.
The Companies (Appointment and Remuneration of
ACKNOWLEDGMENT
Managerial Personnel) Rules, 2014, the Company has
appointed S. N. Ananthasubramanian & Co, Company Your directors extend their gratitude to all investors,
Secretaries to undertake the Secretarial Audit of the clients, vendors, banks, financial institutions, regulatory
Company. The Report of the Secretarial Audit is annexed and governmental authorities and stock exchanges for
herewith as “Annexure E”. their continued support during the year. The directors
place on record their appreciation of contribution made
EXTRACT OF ANNUAL RETURN by the employees at all levels for their dedicated and
committed efforts during the year.
Extract of Annual Return of the Company is annexed
herewith as Annexure “F”.
CORPORATE GOVERNANCE AND BUSINESS RESPONSIBIL- For and on behalf of the Board of Directors
ITY REPORT
In compliance with Regulation 34 of the Listing Regulations, Neela Bhattacherjee John Johnston
a separate report on Corporate Governance along with Managing Director Chairman
a certificate from the Auditors on its compliance forms (DIN : 01912483) (DIN : 07258586)
part of this report. Business Responsibility Report under
Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 Place : Mumbai London
forms a part of this report and is annexed herewith as Date : 20th August, 2020
Annexure “G”.
Annexure ‘A’
Dividend Distribution Policy
(Approved by the Board of Directors at their meeting held on 20th August, 2020)
INTRODUCTION
This Policy is called “Accelya Solutions India Limited – Dividend Distribution Policy” (hereinafter referred to as “this
Policy”) and shall be effective from 20th August, 2020 (“Effective Date”). In terms of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory
modification(s) or re-enactment(s) thereof for the time being in force, Accelya Solutions India Limited (hereinafter
referred to as “the Company”) is required to frame this Policy.
DEFINITIONS
i) “Act” shall mean the Companies Act, 2013 including the rules made thereunder.
ii) “Company” shall mean Accelya Solutions India Limited.
iii) “CFO” shall mean Chief Financial Officer of the Company.
iv) “Board” or “Board of Directors” shall mean Board of Directors of the Company.
v) “Dividend” shall mean Dividend as defined under Companies Act, 2013 or SEBI Regulations.
vi) “SEBI Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 together with the circulars issued thereunder, including any statutory
modifications or re-enactments thereof for the time being in force.
POLICY
This policy aims at ensuring compliance with the provisions of Regulation 43A of the SEBI Regulations.
Financial parameters and internal and external factors that would be considered for declaration of dividend
The Company would, inter alia, consider the following financial parameters and / or internal & external factors before
declaring dividend(s) or recommending dividend(s) to the shareholders:
• Current year profits arrived at after providing for depreciation in accordance with the provisions of section 123
and other applicable provisions, if any, of the Act;
• Profits from any of the previous financial year(s) arrived at after providing for depreciation in accordance with the
provisions of Section 123 and other applicable provisions, if any, of the Act;
• Fund requirements to finance the working capital needs of the business;
• Opportunities / avenues for investment of the funds of the Company for future growth.
• Optimal free cash to fund any exigencies, if any.
In case the Board proposes not to distribute the profit, the grounds thereof and information on utilisation of the retained
earnings, if any, shall be disclosed to the shareholders in the Board’s Report forming part of Annual Report of the
Company.
Annexure ‘B’
Statement of Disclosure of Remuneration under section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
i) The ratio of remuneration of each director to the median employee’s remuneration, the percentage increase
in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary during the
financial year 2019-20.
Note:
All Independent Directors of the Company are entitled for sitting fees and commission as per the statutory provisions
and within the limits approved by the shareholders. The details of remuneration of Independent Directors are
provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for the Non-
Executive Director and Independent Directors is therefore not considered for the purpose above.
ii) The percentage increase in the median remuneration of employees in the financial year 2019-20 was 8.89%.
iii) The Company has 1,445 permanent employees on the rolls of the Company as on 30th June, 2020.
iv) Average percentage increase made in the salaries of Employees other than the managerial personnel in the
financial year was 5.9% whereas the increase in the managerial remuneration was 11.59%.
v) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
Annexure ‘C’
Policy on Appointment of Directors, Key Managerial Personnel, Senior Management & Other Employees and
Remuneration Policy
1. Term of Appointment of Directors
A. Maximum Tenure of Independent Directors
i) An independent director shall hold office for a term up to five consecutive years on the Board of the
Company and shall be eligible for re-appointment for another term of up to five consecutive years on
passing of a special resolution by the Company.
Provided that a person who has already served as an independent director for five years or more in the
Company as on 1st October, 2014 shall be eligible for appointment, on completion of his present term,
for one more term of up to five years only.
Every independent director shall at the first meeting of the Board in which he participates as a director
and thereafter at the first meeting of the Board in every financial year or whenever there is any change
in the circumstances which may affect his status as an independent director, give a declaration that he
meets the criteria of independence mentioned in (5) (A) below.
ii) An independent director who completes his above mentioned term shall be eligible for appointment
as independent director in the Company only after the expiration of three years of ceasing to be an
independent director in the Company.
B. Term of Other Directors
Not less than two-thirds of the total number of directors of the Company shall be persons whose period of
office is liable to determination by retirement of directors by rotation and be appointed by the Company in
general meeting.
For the purpose of determining directors liable to retire by rotation, “total number of directors” shall not
include independent directors on the Board of the Company.
2. Appointment of Key Managerial Personnel and Persons in Senior Management
The Committee shall appoint Key Managerial Personnel and persons in Senior Management and shall approve the
terms and conditions of their appointment including their remuneration. The Committee shall strive to appoint a
person best suited for the job in terms of talent, qualification and experience required for the position.
Senior Management shall mean personnel of the Company who are members of its core management team
excluding Board of Directors comprising all members of management one level below the Board of Directors and
includes functional heads.
3. Criteria for Determining Qualifications of Directors
For a person to qualify as a director he shall possess appropriate skills, experience and knowledge in one or
more fields of finance, law, human resource, management, sales, marketing, administration, research, corporate
governance, technical operations or other disciplines related to the Company’s business.
4. Positive Attributes
a) Integrity
A director, Key Managerial Personnel and a person in Senior Management shall be a person of integrity and
shall uphold highest standards of probity.
b) Commitment
A director, Key Managerial Personnel and a person in Senior Management shall devote sufficient time and
attention to his professional obligations for informed and balanced decision making.
c) Compatibility
A director should be able to develop a good working relationship with other Board members and contribute
to the Board's working relationship with the senior management of the Company.
5. Criteria for Determining Independence of Directors
An independent director shall be a director other than a managing director or a whole-time director or a nominee
director,—
(a) who is a person of integrity and possesses relevant expertise and experience;
(b) (i) who is or was not a promoter of the Company or its holding, subsidiary or associate company;
(ii) who is not related to promoters or directors in the Company, its holding, subsidiary or associate
company;
(c) who has or had no pecuniary relationship with the Company, its holding, subsidiary or associate company,
or their promoters, or directors, during the two immediately preceding financial years or during the current
financial year;
(d) none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding,
subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its
gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current financial year;
(e) who, neither himself nor any of his relatives—
(i) holds or has held the position of a key managerial personnel or is or has been employee of the Company
or its holding, subsidiary or associate company in any of the three financial years immediately preceding
the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding,
subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the Company, its holding,
subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such
firm;
(iii) holds together with his relatives two per cent or more of the total voting power of the Company; or
(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or more of the total voting power
of the Company; or
(f) who possesses the qualifications prescribed in (1) above.
6. Evaluation of Performance of Independent Directors
Every independent director shall self-evaluate his performance and shall submit a report on his self-evaluation
to the Chairman of the Company. The Chairman shall review the performance of the independent director and
provide feedback as appropriate.
PART B
Remuneration Policy
1. Objective
The Nomination and Remuneration Committee of the Board of Directors (“the Committee”) of Accelya Solutions
India Limited (the “Company” or “ASIL”) has adopted the following policy and procedures with regard to
remuneration to the directors, key managerial personnel and other employees of the Company. The Committee
may review and amend this policy from time to time.
In determining the remuneration & compensation, the Company shall take into consideration individual
performance of the employee and company performance determined through the process of annual appraisals.
The remuneration and compensation policy of the Company aims to attract, retain and motivate employees.
The remuneration to the managing director, key managerial personnel and senior management involves a balance
between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working
of the company and its goals.
This policy is intended to ensure that all necessary approvals are obtained and all reporting requirements are duly
complied with in respect of remuneration of directors and key managerial personnel of the Company.
2. Effective Date
This Policy is effective from 1st April 2014.
3. Remuneration
A. Independent Directors and Non-Executive Non-Independent Directors
a) Commission
Independent directors and non-executive non-independent directors of the Company may be paid
such remuneration as the Board of Directors may decide from time to time, subject to the approval
of the shareholders of the Company. The independent directors and non-executive non-independent
directors may be paid remuneration by way of commission subject to the ceiling of 1% of the net profits
of the Company as computed under the applicable provisions of the Companies Act, 2013 (“the Act”).
The percentages aforesaid shall be exclusive of any sitting fees payable to independent directors
and non-executive non-independent director for attending meetings of the Board of Directors or of
any committee thereof and re-imbursement of out of pocket expenses incurred by the independent
directors.
b) Re-imbursement of out of pocket expenses
The Company may reimburse out-of-pocket expenses incurred by the independent directors and
nonexecutive non-independent directors for attending the meetings.
c) Sitting Fees
The Board of Directors of the Company may decide from time to time, sitting fees payable to
independent directors and non-executive non-independent directors for attending meetings of the
Board or committees thereof.
The sitting fees shall not exceed rupees one hundred thousand (₹ 100,000) per independent director
and non-executive non-independent director per meeting of the Board or committee thereof.
The independent directors and non-executive non-independent directors shall not participate in the
meeting on any discussion relating to the remuneration payable to them.
The performance evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated.
Annexure ‘D’
Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2019-20
[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
I. Project SAMBHAV
Under project Sambhav, 1650+ children across 21 CCI’s in Maharashtra, Odisha and Goa were supported.
An overview of various interventions undertaken last year:
• Health – Health checks are an important indicator of health for children and annual health checkups were
done twice in the year comprising of dental, eye, ENT, skin and gynecological check for girls. Children in need
of treatments were jointly executed with the CCI’s. An assessment of baseline versus endline health check
has revealed that over 91% children were found with no ailments.
• Hygiene – Basic hygiene kits were provided twice in the year consisting of bathing soaps, washing soaps,
toothbrush, toothpaste, Dettol along with additional supplements like hair oil, cream, tongue cleaner, comb,
and soap cases. Children at some CCI’s were also provided with winter kits – lip balm, Vaseline & winter
lotion.
• Preventive healthcare & personal hygiene training on dental, skin and general health was conducted for all
children and CCI staff.
• Supplementary Nutrition – 10 nutritionists were appointed to visit all CCIs spread out across 4 locations.
Guidance around better nutrition and food habits was provided by Nutritionist to children and CCI staff.
• Children were supported with breakfast or evening snacks based on nutritionist’s recommendations. 87%
children were reported to have BMI levels in the normal range.
• Day to Day Essentials - All the children were provided with Day to day essentials as per need – Inner wear,
Festival dress, Bedding kit, water bottles, footwear and night suits. Considering the cold weather, children
were supported with winter jackets in some homes in Odisha and Pune.
• Education – Our Education program focuses on improving learning outcomes of children and building grade
appropriate competencies, 38 tuition teachers were appointed to provide children with after school support.
Education assessments conducted in-house reveal close to 41% improvement in Language & 29% in Maths
competencies.
• Infrastructure – Basis the need, support was provided towards extension of terrace roofing, electrical work,
fabrication & repair work, basic facilities like mattresses, lockers, water tank set up, UV filter, standing fans
etc.
• Education – 38 Tuition Teachers were appointed for providing after school tuition support for close to 890
children across grades. 300+ children from grades 8 to10 were supported with coaching class support.
• Education Material – education material support was provided to all children under “School Support”
intervention - school Bags, school shoes, school uniforms, umbrellas, lunch boxes, text books & stationery
items.
• Life Skills – With the objective of facilitating better development opportunities, CSA is providing 50 hours
Life Skill training. 120+ children in the 14 years and above age group went through the program. Significant
change in children’s behavior – more confident, work as a team, voice their concerns etc. was observed.
• Child Safety - 300+ children (ages 10 & above) have been through Child Safety sessions which aims at providing
basic information around safe spaces, how to identify alarming situations & identify support system within
the institution setting; 94 sessions on child safety have been completed.
• Adolescent Health Program (AHP) – 70+ children were trained on creating awareness around body image &
managing body changes during puberty.
• Vocational Training - Training in Karate, Computers, Electrical work & Tailoring have been provided ranging
from 1 month to 7 months depending upon the nature of the course.
• Computer Training - 8 Computer Teachers were appointed in 8 CCI’s across locations and a total of 180+
children underwent computer training.
• In Pune, Mumbai and Odisha, out of 180 children, 132 children were trained by NIIT trainers for 6 months and
were certified.
• Livelihood & Aftercare – Overall, 22 young adults have been supported for Higher Education and Skill training.
• 12 youngsters completed course and pursuing jobs with salaries ranging from ₹ 8000-22,000 per month.
II. Adoption and Capacity Building
• Vulnerability Mapping and Adoption Awareness project - The training of 8000 Anganwadi workers (AWWs)
in 4 districts of Madhya Pradesh on legal provisions related to vulnerable children was undertaken last year
and completed by January 2020.
o 51 trainings were conducted to train almost 8000 AWWs from Indore, Khandwa, Dhar and Barwani
were trained on child rights, provisions related to Children in Need of Care and Protection (CNCP) in
the Juvenile Justice Act, 2015, and alternative care for CNCP. The training was followed by a survey
conducted by AWWs to identify CNCP in their local areas.
o The survey led to two children aged 4 and 6 living with their mentally challenged mother being rescued
and placed in a Child Care Institution. The mother was admitted to a hospital by the police for her
medical needs.
• Awareness and Capacity Building Workshops – Various Capacity Building workshops have been conducted
across locations:
o CCI Caregiver’s workshops around best child practices
o First aid certification training program in Goa CCI’s
o Child safety sessions were conducted with Local CCI staff and children. More than 60-70% children and
staff have undergone the training.
o CCI Trustees meeting has been conducted in Odisha with 16 CCI’s to realign the expectation with regards
to program outcomes:
• Better enrolment for older children in Aftercare courses
• Training on Government support leverage of ICPS Fund for non-funded CCI’s
• Trustees training to create awareness around POCSO compliance and child safety and friendly
environment. CCI staff were also trained for the same.
Manner in which the amount was spent during the financial year 2019-20 is detailed below:
(` in million)
Sr. BUDGET HEAD Sector in State Covered Amount Amount Cumulative Amount
No. which the Outlay spent on expenditure spent: Direct
project is projects upto the or through
covered reporting implementing
(*) period agency
Sr. BUDGET HEAD Sector in State Covered Amount Amount Cumulative Amount
No. which the Outlay spent on expenditure spent: Direct
project is projects upto the or through
covered reporting implementing
(*) period agency
• Enrichment programs / competitions: Classes in art and craft, dance, music, drama, physical education,
karate, computer training are conducted. A year-long reading marathon was held to improve language skills.
The girls have read 120 +books through the year.
• Annual Science Fair: As a first of its kind in Seva Sadan, the Home Administrator and Home girls organized a
Science Fair. Immersed in a fun and exciting learning environment, the girls explored new ideas and developed
valuable skills beyond the classroom. Around 300 children and guests from different organisations visited the
fair.
• Dance: The girls won the first prize at the “Create Trophy for Artistic Excellence” held by Raell Padamsee’s
Create Foundation.
• Life Skills: Our Home Administrator regularly conducts age appropriate life skills sessions with the objective
of facilitating better development opportunities.
• Dealing with the pandemic: The ongoing pandemic has forced re-arrangements for the girls in the Residential
Home. The girls and Home staff have shown grit and determination in facing the situation. The girls were
occupied with different constructive and productive activities such as conversational English classes, life skills
sessions, sports, dance, and art. They also participated in a digital art fest which was organised by Institute of
Sustainable Development and Governance (ISDG).
Parents are allowed to visit their daughters at Seva Sadan on a fortnightly basis. Since the start of the pandemic,
in mid-March, the girls have remained on-site at Seva Sadan while parental visits have been suspended to
prevent infection spread. The residents have retained happy dispositions and managed to stay busy and occupied
throughout this period.
PROGRAM 2- Seva Sadan Society’s Marathi Schools
One of Seva Sadan’s key focus areas is building a strong foundation in education. Girls living in Seva Sadan’s
Residential Home as well as boys and girls from low-income backgrounds in the neighbouring communities which
are largely Marathi speaking attend the Society’s Marathi Schools.
The Society’s Marathi Primary and High Schools receive Government grants for teachers. However, they need to
supplement the students’ education with support in English, Computers; other activities are also funded by the
Society.
The Society established an unaided Pre-Primary Marathi School in the year 2000, to ensure high quality education
is imparted from an early age.
A total no. of 260 students take education at Seva Sadan Society’s Girls’ High School.
• Technology Classes: Technology is an integral area of learning and to enhance digital literacy of the students,
a trained professional has been employed to teach computers to the students in our fully equipped Computer
Lab.
• Digital Classes: The High School has four fully equipped digital classrooms which enables students to visualise
and listen to curriculum based audio-visual modules.
• Sports: Just for Kicks is a programme run by Pragatee Foundation. It works with children to develop leadership
skills and a teamwork ethic through football. Combining life skills with football drills, the curriculum has
students engaging in rigorous year-round training, participating in national leagues, and getting scouted at
games, simultaneously exposing them to sport and competition. Girls of our High School and Primary Marathi
School are a part of the programme.
• The schools Kho-Kho team qualified and won two matches at the district level.
• Inter school Competitions: the students participated in various interschool competitions and won around
13 such prizes for elocution, essay writing, drawing and singing. Twenty-two students participated in Mental
Maths Competition conducted by Ignite Mind Lab; three students won medals.
• Counselling: mPower conducts counseling and remedial sessions for the students twice a week. A marked
improvement is observed at least in 4 students who were academically weak.
• Conversational English: Though the school is semi-English, there have been constant efforts by the Principal
and teachers to improve English proficiency of the students. Activities like essay writing, elocution, speeches
were centered around improving language skills.
• Collaboration with Bombay International School: The School tied up with Bombay International School
under the school’s International Baccalaureate social work CAS Program. It was a year-long well-structured
program where the students of both the schools had meaningful interactions.
Seva Sadan Society’s Primary Marathi School Strength – 107 students
• The school won the best dance performance award at the inter school event held by National Sponsorship
Council.
• Along with the curriculum, the school encourages participation in sports and weave in innovative programmes
to enhance the school experience for all the students. An exciting new initiative introduced this year is a
partnership with the NGO Just For Kicks, where the School won “School of the Year” trophy.
• One classroom is digitized and is used for effective teaching.
• Medical camps like leprosy awareness camp, eye checkup were held.
A total no. of 33 students take education at Seva Sadan Society’s Pre-Primary Marathi School.
Seva Sadan endeavours to offer affordable, high standard of education, building a strong foundation where learning
goes beyond textbooks. Their aim is to enhance the students’ personal development through comprehension,
social, and communication skills; expand their latent creativity and artistic sense; and instill confidence and belief
in their own abilities right from a young age.
(₹ in Million)
Sr. BUDGET HEAD Sector in State Covered Amount Amount Cumulative Amount
No. which the Outlay spent on expenditure spent: Direct
project is projects upto the or through
covered reporting implementing
(*) period
Sr. BUDGET HEAD Sector in State Covered Amount Amount Cumulative Amount
No. which the Outlay spent on expenditure spent: Direct
project is projects upto the or through
covered reporting implementing
(*) period
Sr. BUDGET HEAD Sector in State Covered Amount Amount Cumulative Amount
No. which the Outlay spent on expenditure spent: Direct
project is projects upto the or through
covered reporting implementing
(*) period
Please refer to the Corporate Governance Report for the composition of the CSR Committee.
(` in million)
3. Average Net Profit of the Company for the last 3 financial years (2016-17 to 2018-19) 1,453.72
Note (*):
(i) eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making
available safe drinking water;
(ii) promoting education, including special education and employment enhancing vocation skills especially
among children, women, elderly & the differently abled and livelihood enhancement projects;
(iii) promoting gender equality, empowering women, setting up homes and hostels for women and orphans;
setting up old age homes, day care centres and such other facilities for senior citizens and measures for
reducing inequalities faced by socially and economically backward groups;
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial
years or any part thereof, the company shall provide the reasons for not spending the amount in its Board’s
Report.
During the year 2019-20, the Company contributed a sum of ₹ 23.30 Million to Catalysts for Social Action (CSA)
and a sum of ₹ 5.80 Million to Seva Sadan Society, aggregating ₹ 29.10 Million towards CSR spend, being 2% of the
average net profits of the Company for the last three years.
Due to the COVID 19 pandemic and various restrictions in place during the lockdown, CSA and Seva Sadan
(“implementing agencies”) could not work to their full potential during the last quarter of the Company’s financial
year which ends on 30th June, as a result of which an amount of ₹ 4.10 million and a sum of ₹ 2.85 million
remained unspent by CSA and Seva Sadan respectively. These funds will be carried forward and utilized in financial
year 2020-21 by the implementing agencies.
7. CSR Committee Responsibility Statement
The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in
compliance with the CSR objectives and CSR Policy of the Company.
Place : Mumbai
Date : 20th August, 2020
Annexure ‘E’
To,
The Members,
ACCELYA SOLUTIONS INDIA LIMITED
CIN: L74140PN1986PLC041033
Accelya Enclave, 685/2B & 2C,
1st floor, Sharada Arcade,
Satara Road, Pune 411037
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Accelya Solutions India Limited (hereinafter called ‘the Company’). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has,
during the audit period covering the Financial Year ended 30th June 2020, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 30th June 2020 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder.;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Provisions of External
Commercial Borrowings are not applicable;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’)
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b. The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015;
c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
- Not applicable as the Company has not issued any shares during the year under review;
e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014) - Not
Applicable as the Company has not granted any shares / options under the said regulations during the
financial year under review;
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not
applicable as the Company has not issued and/or listed any debt securities during the financial year under
review;
g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client - Not Applicable as the Company is not registered
as Registrar to Issue and Share Transfer Agent during the financial year under review;
h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as
the Company has not delisted/ has proposed to delist its equity shares from any stock exchange during the
financial year under review;
i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable as the
Company has not bought back / has proposed to buy-back any of its securities during the financial year
under review.
vi. The Company has identified and confirmed the following laws as being specifically applicable to the Company:
1) Software Technology Parks of India - Rules & Regulations;
2) Information Technology Act, 2000.
We have also examined compliance with the applicable Clauses/Regulations of the following:
(i) Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued
by The Institute of Company Secretaries of India;
(ii) SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered
into by the Company with National Stock Exchange of India Limited and BSE Limited.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
We further report that: -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors including Independent Directors and Woman Director. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all Directors to schedule Board Meetings, agenda and detailed notes on agenda were
sent atleast seven days in advance before the meeting except where consent of Directors was received for receiving
notice of meetings, circulation of Agenda and notes on Agenda at a shorter notice, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions of the Board and Committees thereof were carried through with requisite majority.
We further report that based on the review of the compliance mechanism established by the Company; verification
of applicable labour law related compliances on test check basis and on the basis of Statutory Compliance Report
issued by Managing Director on the basis of confirmations received from the concerned Executives and taken on
record by the Board of Directors at their meeting(s), we are of the opinion that management has adequate systems
and processes placed in the Company which is commensurate with the size and operations of the Company to
monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the following event having a major bearing on the Company’s
affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc. has occurred:
On 15th November, 2019, Aurora UK Bidco Limited (“Acquirer”), agreed to acquire 100% stake in Accelya Topco
Limited, the ultimate holding company of the Company, from Warburg Pincus and certain other institutional
shareholders of Accelya Topco and individuals (“the transaction”). The transaction was completed on
24th December, 2019. This has resulted into indirect acquisition of voting rights and control of the Company (“Target
Company”), thereby triggering compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011. Consequently, on 7th January 2020, the Acquirer, along with Vista Equity Partners Perennial L.P. (PAC 1), Vista
Equity Partners Perennial A, L.P. (PAC 2) and Accelya Topco Limited (PAC 3), who are part of Vista Equity Partners
group filed the draft Letter of Offer with SEBI to acquire upto 3,782,966 fully paid up equity shares of face value of
INR 10 each of the Target Company, representing 25.34 per cent of the voting share capital of the Target Company
from public shareholders at Rs 956.09 per share.
This report is to be read with our letter of even date which is annexed as Annexure “A” and forms an integral part
of this report.
Ashwini Vartak
Partner
Date : 12th August, 2020 ACS: 29463 | COP No.: 16723
Place : Thane ICSI UDIN : A029463B000573261
Annexure ‘F’
1. CIN L74140PN1986PLC041033
2. Registration Date 25th September, 1986
3. Name of the Company Accelya Solutions India Limited
4. Category/Sub-category of the Public Company / Subsidiary of Foreign Company limited by
Company shares
5. Address of the Registered office & Accelya Enclave, 685 / 2B & 2C, 1st Floor,
contact details Sharada Arcade, Satara Road, Pune 411 037
Tel : 020-66083777
E-mail : accelyaindia.investors@accelya.com
Website : w3.accelya.com
6. Whether listed company Yes
7. Name, Address & contact details of the M/s. KFin Technologies Private Limited,
Registrar & Transfer Agent, if any. Unit : Accelya Solutions India Limited,
Selenium Tower B, Plot 31-32, Gachibowli Financial District,
Nanakramguda Hyderabad - 500 032
Phone : +91 - 40 - 67162222
Fax : +91 - 40 - 23001153
Toll Free no.: 1800-345-4001
E-mail : einward.ris@kfintech.com
www.kfintech.com
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)
Name and Description of main products / NIC Code of the Product/ % to total turnover of the company
services service
Computer programming, consultancy and 620 100
related activities
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and address of the CIN/GLN Holding / Subsidiary / % of Shares Applicable
No. Company Associate Held Section
1 Accelya Holding World S.L. Not Applicable Holding 74.66 2(46)
Avenida Diagonal, 567, 3rd Planta,
Barcelona 08029, Spain
2 Accelya Solutions Americas Inc. Not Applicable Subsidiary 100 2(87)
2035 Lincoln Hwy, Ste 1150,
Edison, NJ 08817, USA
3 Accelya Solutions UK Limited Not Applicable Subsidiary 100 2(87)
Acre House, 11/15 William Road,
London, NW13ER
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A) Category-wise Share Holding
Category of No. of Shares Held at the Beginning of the No. of Shares Held at the End of the Year %
Shareholders Year Change
Demat Physical Total % of Demat Physical Total % of During
Total Total the
Shares Shares Year
PROMOTER AND
PROMOTER GROUP
Indian
Individual /HUF - - - - - - - - -
Central Govt. / State - - - - - - - - -
Govt(s)
Bodies Corporate - - - - - - - - -
Financial Institutions - - - - - - - - -
/ Banks
Others - - - - - - - - -
Sub-Total A(1) : - - - - - - - - -
FOREIGN
Individuals (NRIs / - - - - - - - - -
Foreign Individuals)
Bodies Corporate 11,143,295 - 11,143,295 74.66 11,143,295 - 11,143,295 74.66 -
Institutions - - - - - - - - -
Qualified Foreign - - - - - - - - -
Investor
Others - - - - - - - - -
Sub-Total A(2) 11,143,295 - 11,143,295 74.66 11,143,295 - 11,143,295 74.66 -
Total A=A(1)+A(2) 11,143,295 - 11,143,295 74.66 11,143,295 - 11,143,295 74.66 -
PUBLIC SHAREHOLDING
INSTITUTIONS
Mutual Funds /UTI 515,459 - 515,459 3.45 633,190 - 633,190 4.24 0.79
Financial Institutions / 11,883 200 12,083 0.08 9,293 200 9,493 0.06 -0.02
Banks
Central Govt. / State - - - - - - - - -
Govt(s)
Venture Capital Funds - - - - - - - - -
Insurance Companies - - - - - - - - -
Foreign Portfolio 332,913 - 332,913 2.23 90,852 - 90,852 0.61 -1.62
Investors
Foreign Venture - - - - - - - - -
Capital Investors
Qualified Foreign - - - - - - - - -
Investor
Others - - - - - - - - -
Sub-Total B(1) 860,255 200 860,455 5.76 733,335 200 733,535 4.91 -0.85
Category of No. of Shares Held at the Beginning of the No. of Shares Held at the End of the Year %
Shareholders Year Change
Demat Physical Total % of Demat Physical Total % of During
Total Total the
Shares Shares Year
NON-INSTITUTIONS
Bodies Corporate 399,471 200 399,671 2.68 1,005,300 200 1,005,500 6.74 4.06
Individuals
(i) Individuals holding 1,867,660 79,873 1,947,533 13.05 1,514,767 77,973 1,592,740 10.67 -2.38
nominal share
capital upto ` 1
lakh
(ii) Individuals holding 287,731 - 287,731 1.93 236,899 - 236,899 1.59 -0.34
nominal share
capital in excess of
` 1 lakh
Others
Clearing Members 3,435 - 3,435 0.02 8,527 - 8,527 0.06 0.03
Foreign Nationals 1,577 7,500 9,077 0.06 1,557 7,500 9,057 0.06 0.00
IEPF 46,831 - 46,831 0.31 47,566 - 47,566 0.32 0.00
NBFC 263 - 263 0.00 - - - - 0.00
Non-Resident Indians 115,278 4,922 120,200 0.81 70,385 4,472 74,857 0.50 -0.30
(NRI)
NRI Non-Repatriation 107,699 - 107,699 0.72 73,722 - 73,722 0.49 -0.23
Trusts 71 - 71 0.00 563 - 563 0.00 0.00
Qualified Foreign - - - - - - - - -
Investor
Sub-Total B(2) 2,830,016 92,495 2,922,511 19.58 2,959,286 90,145 3,049,431 20.43 0.85
Total B=B(1)+B(2) 3,690,271 92,695 3,782,966 25.34 3,692,621 90,345 3,782,966 25.34 0.00
Total (A+B) 14,833,566 92,695 14,926,261 100.00 14,835,916 90,345 14,926,261 100.00 0.00
Shares held by - - - - - - - - -
custodians, against
which Depository
Receipts have been
issued
Total (C) - - - - - - - - -
GRAND TOTAL 14,833,566 92,695 14,926,261 100.00 14,835,916 90,345 14,926,261 100.00 0.00
(A+B+C) :
B) Shareholding of Promoter
Sr. Shareholder’s Name Shareholding at the beginning Shareholding at the end %
No. of the year of the year change
No. of % of total %of Shares No. of % of total %of Shares in share-
Shares Shares Pledged / Shares Shares Pledged / holding
of the encumbered of the encumbered during
company to total company to total the year
shares shares
1 Accelya Holding World S.L. 11,143,295 74.66 - 11,143,295 74.66 - -
D) Shareholding Pattern of top ten Shareholders (Other than Directors and Promoters)
Sr. Name Shareholding at the Dates Increase / Reason Cumulative Shareholding
No. beginning of the Year (Decrease) during the Year
No. of % of total in share- No. of % of total
Shares shares of the holding Shares shares of the
Company Company
1 SBI Magnum Global 309,646 2.07 29/06/2019 309,646 2.07
Fund 30/06/2020 309,646 2.07
2 VLS Finance Limited 261,218 1.75 29/06/2019 261,218 1.75
30/06/2020 261,218 1.75
3 Valuequest India 213,767 1.43 29/06/2019 213,767 1.43
Moat Fund Limited
22/11/2019 -27,434 Sale 186,333 1.25
29/11/2019 -72,870 Sale 113,463 0.76
06/12/2019 -39,817 Sale 73,646 0.49
13/12/2019 -73,646 Sale 0 0.00
30/06/2020 0 0.00
4 Rajasthan Global 0 0.00 29/06/2019 0 0.00
Securities Private
Limited
20/03/2020 34,477 Purchase 34,477 0.23
10/04/2020 77,608 Purchase 112,085 0.75
17/04/2020 273 Purchase 112,358 0.75
24/04/2020 5,501 Purchase 117,859 0.79
01/05/2020 37,334 Purchase 155,193 1.04
08/05/2020 14,105 Purchase 169,298 1.13
15/05/2020 19,954 Purchase 189,252 1.27
19/06/2020 -5,442 Sale 183,810 1.23
26/06/2020 11,000 Purchase 194,810 1.31
26/06/2020 -11,000 Sale 183,810 1.23
30/06/2020 183,810 1.23
5 Edelweiss Custodial 1,033 0.01 29/06/2019 1,033 0.01
Services Limited
05/07/2019 48 Purchase 1,081 0.01
12/07/2019 168 Purchase 1,249 0.01
19/07/2019 9 Purchase 1,258 0.01
26/07/2019 567 Purchase 1,825 0.01
02/08/2019 499 Purchase 2,324 0.02
09/08/2019 21 Purchase 2,345 0.02
16/08/2019 15 Purchase 2,360 0.02
23/08/2019 -473 Sale 1,887 0.01
30/08/2019 -21 Sale 1,866 0.01
06/09/2019 -133 Sale 1,733 0.01
13/09/2019 21 Purchase 1,754 0.01
20/09/2019 11 Purchase 1,765 0.01
Sr. Name of Director Shareholding at the Shares purchased / Shareholding at the end
No. beginning of the year (sold) during the year of the year
No. of % of total No. of % of total No. of % of total
shares shares of the shares shares of the shares shares of the
company company company
1 John Johnston - - - - - -
2 Neela Bhattacherjee 2,089 0.01 - - 2,089 0.01
3 K. K. Nohria* - - - - - -
4 Sekhar Natarajan - - - - - -
5 Nani Javeri - - - - - -
6 Sangeeta Singh - - - - - -
* Retired wef 24th September, 2019
Sr. Name of Key Managerial Shareholding at the Shares purchased / Shareholding at the end
No. Personnel beginning of the year (sold) during the year of the year
No. of % of total No. of % of total No. of % of total
shares shares of the shares shares of the shares shares of the
company company company
1 Gurudas Shenoy – 2,165 0.01 - - 2,165 0.01
Chief Financial Officer
2 Ninad Umranikar – 4,595 0.01 - - 4,595 0.01
Company Secretary
V) Indebtedness - Indebtedness of the Company including interest outstanding / accrued but not due for payment.
C. Remuneration to Key Managerial Personnel Other Than Managing Director / Manager / Whole-time
Director
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
others, specify… - - -
5 Others, please specify - - -
Total 4,275,734 9,925,624 14,201,358
Place : Mumbai
Date : 20th August, 2020
Annexure ‘G’
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for Business Reporting (BR)
(a) Details of the Director/Directors responsible for implementation of the BR policy / policies
1 DIN 01912483
2 Name Ms. Neela Bhattacherjee
3 Designation Managing Director
(b) Details of the BR head
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2
options)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the Principles
2 The company is not at a stage where it finds itself in a
position to formulate and implement the policies on
specified principles
Not Applicable
3 The company does not have financial or manpower
resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
Principle 1
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to
the Group /Joint Ventures / Suppliers / Contractors / NGOs / Others?
The Code of Conduct and Whistle blower Policy cover the Company as well as all stakeholders of the Company.
2. How many stakeholder complaints have been received in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
The Company did not receive any whistle blower complaints received during the financial year 2019-20.
Principle 2
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns,
risks and/or opportunities.
(a) REVERA PRA The Company is in the business of providing software products and Services to Airline/s
Finance. Not being a manufacturing organisation, usage of raw material water are not
applicable. However, the products and solutions design areas does take cognizance of
(b) REVERA CRA environmental impact. All the solutions have direct data based interfaces to Airline IT
ecosystems and dashboards for reporting, thereby avoiding usage of paper and other
(c) FINESSE MBS physical media for interaction. Over a period of last five years, the usage of paper and
tapes for customer interaction has reduced to minimal.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material
etc.) per unit of product (optional):
(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the
value chain?
Not Applicable
(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
Not Applicable
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
Yes, the Company has procedures in place for sustainable sourcing including transportation.
(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about
50 words or so.
The procurement team ensures that laptops and desktops procured are of high quality and have high
energy efficiency as against the standard non-efficient laptops and desktops.
4. Has the company taken any steps to procure goods and services from local & small producers, including
communities surrounding their place of work?
Our procurement team ensures that while selecting a vendor it takes into consideration quality of the product
/ service, service capabilities and competitive advantage.
5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling
of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or
so.
Our company is in the business of providing software products and services. Not being a manufacturing
organisation, there are no harmful effects from the Company’s business on the environment. However if
there are any such effects anytime in the future, the Company will minimize the potentially harmful effects
of its activities on the environment. The Company is committed to protect and preserve the environment. It
is the endeavor of the Company to reuse rather than dispose whenever possible, any disposed material. The
Company promotes recycling and use of recycled materials.
Principle 3
1. Please indicate the Total number of employees.
1,524
2. Please indicate the Total number of employees hired on temporary / contractual / casual basis.
67
3. Please indicate the Number of permanent women employees.
581
4. Please indicate the Number of permanent employees with disabilities
4 employees
5. Do you have an employee association that is recognized by management.
Accelya recognizes the right to freedom of association and encourages associates to connect, discuss ideas
and raise issues through readily available internal tools and platforms. Although in India our associates are
not part of any trade unions, there are internal tools, readily available to all associates to share their views,
opinions and ideas across managerial levels and across the organization. Accelya follows the local rules and
regulations in the country of our operations and adheres to these collective bargaining agreements in some
of the European countries where applicable.
6. What percentage of your permanent employees is members of this recognized employee association?
Not Applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as on the end of the financial year.
8. What percentage of your under mentioned employees were given safety and skill up-gradation training in
the last year?
(a) Permanent Employees 95%
(b) Permanent Women Employees 95%
(c) Casual/Temporary/Contractual Employees 61%
(d) Employees with Disabilities 100%
Principle 4
1. Has the company mapped its internal and external stakeholders? Yes/No:
Yes. The Company has mapped its internal and external stakeholders:
• Customers, Clients
• Investors and Shareholders
• Suppliers and Vendors
• NGOs
• Industry bodies
The company follows a proactive and transparent culture of ensuring all its stakeholders including investors,
employees, customers and analysts are updated on key initiatives and broad business plans. One of the key
values of the company is customer centricity and the same is evident in the way it conducts its market facing
communication.
2. Out of the above, has the company identified the disadvantaged, vulnerable and marginalized stakeholders.
The Company has identified the disadvantaged, vulnerable and marginalized stakeholders.
• Children and youth from disadvantaged backgrounds
• Girls/young women
• Persons with disabilities
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and
marginalized stakeholders. If so, provide details thereof, in about 50 words or so.
As an organization committed to CSR, we have been continuing to support:
i) Catalysts for Social Action (CSA), an NGO, with a focus on improving living conditions, developmental
aspects and aftercare support for children in childcare institutions/orphanages and on increasing the
number of children available in the adoption stream and;
ii) Seva Sadan Society, an NGO, set up IN 1908 with the intention to provide refuge to destitute women,
support and educate young girls and empower young women from underprivileged backgrounds. Over
the years, the Society has broadened its support to include the holistic development of the girl child
and provide high quality education to marginalized children from neighbouring communities.
Principle 5
1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/Others?
Policies on human rights, including the Code of Conduct, Prevention of Sexual Harassment at Workplace
Policy and the Whistle blower Policy cover the Company as well as all stakeholders of the Company.
2. How many stakeholder complaints have been received in the past financial year and what percent was
satisfactorily resolved by the management?
The Company received 1 complaint under the Prevention of Sexual harassment of Women at Workplace and
the same was closed satisfactorily within the defined framework of the applicable laws.
Principle 6
1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/others.
The policy is part of the Code of Conduct and extends to all stakeholders of the Company.
2. Does the company have strategies/ initiatives to address global environmental issues such as climate change,
global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.
The company is in the business of providing software products and services. Not being a manufacturing
organisation, there are no harmful effects from the Company’s business on the environment. As such, the
company does not have formal stategy/ initiative in this regard.
3. Does the company identify and assess potential environmental risks? Y/N
The company is in the business of providing software products and services. Not being a manufacturing
organisation, there are no harmful effects from the Company’s business on the environment. However, the
Company is committed to protect and preserve the environment.
4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
The Company is in the business of providing software products and services. Not being a manufacturing
organisation, there are no harmful effects from the Company’s business on the environment. As such, the
Company has not carried out any project related to Clean Development Mechanism. However, the Company
is committed to protect and preserve the environment.
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy,
etc. Y/N. If yes, please give hyperlink for web page etc.
Since the Company is in the business of providing software products and services, there are no harmful
effects from the Company’s business on the environment. However, for desktop power saving we use third
party tool for effective hibernation at few locations.
6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the
financial year being reported?
Yes
7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year.
The Company has not received any show cause/ legal notices from CPCB/SPCB during the financial year.
Principle 7
1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that
your business deals with:
No.
2. Have you advocated/lobbied through above associations for the advancement or improvement of public
good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms,
Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles,
Others)
Not Applicable.
Principle 8
1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle
8? If yes details thereof.
Over the years, the Company has engaged with Catalysts for Social Action (CSA), an NGO registered under the
Charities Act, for rehabilitation of orphaned children, promoting preventive healthcare & sanitation, making
available safe drinking water ensuring environmental sustainability and ecological balance. CSA works for
the holistic rehabilitation of the orphaned child. The Company has also engaged with Seva Sadan Society
(Seva Sadan), is registered under the Societies Registration Act and Bombay Public Trusts Act which runs a
residential home for girls from any community who are faced with difficult and unsafe living conditions. Seva
Sadan also runs a Marathi medium school for underprivileged girls. Seva Sadan also runs an English medium
co-ed school. Seva Sadan also offers vocational training and skill development programmes on their premises
for women.
The programmes/initiatives/projects undertaken by the Company through CSA and Seva Sadan are provided
below:
A. Projects undertaken through CSA
i) Project Sambhav – A Model Home Project - The project is a holistic development model that
works on primary interventions as well as long term deeper engagements for systemic changes.
The Project engages with 14 orphanages/child care institutions (CCI’s) across 4 Indian states
having 1200+ children and works to improve and enhance the quality of care to children in the
allied CCI’s.
The focus of the primary support and interventions are Preventive health care, Sanitation &
Nutrition, and Recreation and then move towards deeper engagements like Education, Life Skills,
Vocational/Aftercare programmers for children along with Infrastructural and capacity building
programmers for the Orphanages.
ii) Project CAP (Child Adoption Program) - Goal is to identify children in CCI’s with no parental
contact and make them legally free for adoption. CSA continued to implement this project in the
states of Goa, Maharashtra, Madhya Pradesh and Odisha through identification of children with
no parental, contact, conduct social investigations through social workers, submitting reports to
Child Welfare Committees (CWC) and follow ups to make children legally free. CSA has also been
conducting district and grass root level awareness workshops.
B. Projects undertaken through Seva Sadan
i) Residential Home - Seva Sadan manages a Residential Home within their premises where
underprivileged girls aged between 6 and 18 years are housed, fed, educated, counselled, kept
healthy and provided a safe environment. They ensure academic learning is balanced with
activities like sports/arts/music/dance.
They cater to the economically challenged section, with a focus on abandoned and impoverished
girls belonging to families where parents do not have basic accommodation or both/single
parent(s) work full time with no caregiver for the child. Two matrons and a helper are entrusted
with the care of the girls and are supervised by a Home Administrator.
ii) Education - The girls residing in our Home as well as children from low-income neighbouring
communities receive good quality state board education at the Marathi medium school managed
by Seva Sadan.
2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government
structures/any other organization?
The programmes / projects are undertaken through external implementing agencies viz. Catalysts for Social
Action and Seva Sadan Society. The focus of these programmes / projects is on improving living conditions,
developmental aspects and aftercare support for children in childcare institutions/orphanages on increasing
the number of children available in the adoption stream, promoting gender equality and empowering
women.
3. Have you done any impact assessment of your initiative?
A continuous and robust impact assessment of our initiatives are planned and executed by Catalyst for Social
Action and Seva Sadan Society. Each program has a yearly assessment process around quantitative and
qualitative outcomes.
4. What is your company’s direct contribution to community development projects - Amount in INR million and
the details of the projects undertaken.
Project undertaken through CSA
i) Project Sambhav – ₹ 17.70 million
ii) Project CAP (Child Adoption Program) – ₹ 1.00 million
Project undertaken through Seva Sadan
Residential Home and Marathi school managed by Seva Sadan Society – ₹ 5.8 million
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
The supported Implementing Agencies have put an efficient system in place in order to ensure various
development initiatives acceptance are successfully adopted, details of which are as below:
For Project undertaken through CSA
i) Signing off a Memorandum of Understanding – This ensures the allied home’s/orphanage’s leadership
buy-in to the various engagements and their participation in a collective approach of planning and
execution of various childcare activities.
ii) Quarterly review and brainstorming meetings with the senior leadership and home management team
– This process helps in efficient planning around child centric requirements and timely implementation
by collective participation by the home staff and CSA location Staff.
iii) CCI Evaluation System – The annual CCI assessment helps to understand the current state of the existing
childcare and initiatives taken to upgrade the holistic child care practices at allied CCIs.
For Project undertaken through Seva Sadan Society
The Residential Home is governed by the Home Committee, which comprises 3 Managing Committee
members, the Home Administrator, the matrons and a social worker. The Home Committee meets each week
to review the operations of the Home. Similarly the Marathi schools are governed by Marathi education sub
committees who meet once a month with the Principals of each school. Policy decisions are taken at monthly
Managing Committee meetings.
Principle 9
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.
For financial year 2019-20, we have addressed all customer complaints and there are no pending customer
complaints.
2. Does the company display product information on the product label, over and above what is mandated as per
local laws? Yes/No/N.A. /Remarks(additional information)
Not Applicable. The software products when supplied are accompanied by product documentation which
covers details of products and their usage.
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial
year. If so, provide details thereof, in about 50 words or so.
There has been no case filed by any stakeholder against the Company regarding unfair trade practices,
irresponsible advertising and / or anti-competitive behaviour during the last five years.
4. Did your company carry out any consumer survey/ consumer satisfaction trends?
Yes, customer satisfaction survey is carried for key products annually.
Annexure ‘H’
Conservation of Energy
The range of activities of your Company require minimal energy consumption and every endeavour has been made
to ensure optimal utilization of energy and avoid wastage through automation and deployment of energy-efficient
equipment.
Your Company takes adequate measures to reduce energy consumption by using efficient computer terminals and by
using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small
part of total expenses, the financial impact of these measures is not material and measured.
Technology Absorption
Your Company, in its endeavour to obtain and deliver the best, adopts the best technology in the field, upgrades itself
continuously.
Your Company has a well-equipped Research and Development team carrying on research and development activities.
The total expenditure incurred on Research and Development during the year 2019-20 was ₹ 92.23 million
During the year 2019-20, the foreign exchange earnings stood at ₹ 3012.37 million and foreign exchange outgo stood at
₹ 375.96 million.
Board Composition
As on 30th June, 2020, the Company has six directors consisting of a non-Executive Chairman, one Managing Director,
one non-executive non-independent director and three independent directors.
Board Meetings
Eight Board Meetings were held during the financial year 2019-20.
Directorship in other companies / committee position as on 30 June, 2020 and Matrix setting out the skills/expertise/
competence of Board of Directors
Name of Designation Category Key Skills Directorship held in Directorships / Board Committees (Number)
Director other Listed entities
Other Committee Committee
along with Category
Directorships Membership* Chairmanship**
Neela Managing Executive Strategy, - - - -
Bhattacherjee Director Leadership
and Business
Development
* Membership/Chairmanship in Audit and Stakeholders’ Relationship Committees of all public limited companies,
whether listed or not, including Accelya Solutions India Limited.
** Chairmanship in Audit and Stakeholders’ Relationship Committees excluding the membership.
The details of attendance of Directors at Board Meetings either in person or through video conference during the
financial year 2019-20 and at the Annual General Meeting (AGM) of the Company are as reproduced below:
Familiarisation Programme
The Company presents to the Independent Directors on a quarterly basis, information on business performance,
operations, financials, working capital, fund flows, compliances, contribution towards CSR activities etc. Such
presentations provide an opportunity to the Independent Directors to understand the Company’s strategy, business
model, operations, service and product offerings, markets, organisation structure, finance, human resources etc.
The Independent Directors are given a copy of latest Annual Report, the code of conduct for directors & senior management
and code of conduct under SEBI (Prohibition of Insider Trading) Regulations. The Company issues Appointment Letters
to Independent Directors containing therein, term of appointment, roles, duties & responsibilities, code of conduct,
remuneration, performance evaluation process etc.
The Independent Directors are provided updates on changes / developments in the business scenario and changes in
statutes / legislations. The Familiarisation programme, a sample letter of appointment / re-appointment containing the
terms and conditions, issued to the Independent Directors and the code of conduct for directors and senior management,
is available on the website of the Company on the following link:
https://w3.accelya.com/accelya-solutions-india-limited-policies
Performance Evaluation
In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation
of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the
effectiveness of the Board and the Committees.
The Company has a structured assessment process for evaluation of performance of the Board and individual performance
of each Director including the Chairman.
The Independent Directors, at their separate meeting, reviewed the performance of Non-Independent Directors and
the Board as a whole taking into consideration the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The parameters of the performance evaluation process for Directors, inter alia, includes, effective participation in
meetings of the Board, understanding of the roles and responsibilities, domain knowledge, attendance of director(s),
etc. The performance of each independent director was evaluated by the entire Board, without the presence of the
respective independent director, with respect to fulfilment of independence criteria as specified in the Listing Regulations
and Companies Act, 2013 and his / her independence from the management.
Board Committees
Currently Board has six committees –
i) Audit Committee
ii) Stakeholders Relationship Committee
iii) Nomination and Remuneration Committee
iv) Risk Management Committee
v) Corporate Social Responsibility Committee
vi) Share Transfer Committee
None of the Directors of the Company is a member of more than ten committees or acts as a Chairman of more than five
committees across all companies in which he is a Director. In accordance with Regulation 26 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, for the purpose of determination of limit, chairpersonship and
membership of the Audit Committee and the Stakeholders' Relationship Committee alone is considered.
Composition of Committees
i) Audit Committee
The Audit Committee met five times during the financial year 2019-20. The composition of the Audit Committee
of the Board of Directors of the Company along with the details of the meetings held and attended during the
financial year 2019-20 are detailed below:
Terms of Reference
a) Oversight of the company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
b) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d) Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
ii. Changes, if any, in accounting policies and practices and reasons for the same
iii. Major accounting entries involving estimates based on the exercise of judgment by management
iv. Significant adjustments made in the financial statements arising out of audit findings
v. Compliance with listing and other legal requirements relating to financial statements
vi. Disclosure of any related party transactions
vii. Qualifications in the draft audit report
e) Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
f) Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter;
g) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
h) Approval or any subsequent modification of transactions of the company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the company, wherever it is necessary;
k) Evaluation of internal financial controls and risk management systems;
l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
n) Discussion with internal auditors of any significant findings and follow up there on;
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;
p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
r) To review the functioning of the Whistle Blower mechanism;
s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Terms of Reference
a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer
/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new /
duplicate certificates, general meetings etc.
b) Review of measures taken for effective exercise of voting rights by shareholders.
c) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by
the shareholders of the company.
Name and Designation of Compliance Officer
Ninad G. Umranikar – Company Secretary
Terms of Reference
i) identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director’s performance.
ii) formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel
and other employees.
iii) while formulating the policy under (ii) above, ensure that—
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the company and its goals.
Remuneration Policy
Remuneration to Managing Director is paid in accordance with the provisions of the Companies Act, 2013 (“the
Act”). Commission is paid to Managing Director and to independent non-executive directors which does not
exceed such percentage of the net profits of the Company as is specified under the Act. Sitting Fees are paid to
independent directors for attending every meeting of the Board of Directors or committee thereof.
No Special Resolution was passed at the 31st Annual General Meeting held on 10th October, 2017
Year 2018 Annual General Meeting dated 10th October, 2018 – at Sumant Moolgaokar Auditorium, ‘A Wing’, Ground
Floor, Mahratta Chamber of Commerce, Industries and Agriculture, Trade Tower, ICC Complex, 403, Senapati Bapat
Road, Pune 411 016 at 12 noon.
Year 2019 Annual General Meeting dated 24th October, 2019 – at Navalmal Firodia Seminar Hall No. 4 & 5, ‘A Wing’,
5th Floor, Mahratta Chamber of Commerce, Industries and Agriculture, Trade Tower, ICC Complex, 403, Senapati Bapat
Road, Pune 411 016 at 12 noon.
No special resolution was passed through postal ballot during financial year 2019-20. Further, no special resolution is
proposed to be passed through postal ballot as on the date of this Report.
Means of communication
Half yearly report sent to each household of Shareholder: No
Quarterly results:
Which newspapers normally published in: Financial Express & Loksatta
Any website where displayed: w3.accelya.com
Whether it also displays official news releases and Yes
presentations made to institutional investors or to analysts:
Whether MD&A is a part of annual report or not: Yes
12 Credit ratings and any revisions thereto for debt instruments or any fixed deposit programme or Any scheme
or proposal involving mobilization of funds, whether in India or abroad
The company has not issued any debt instruments and does not have any fixed deposit programme or any scheme
or proposal involving mobilization of funds in India or abroad during the financial year ended 30th June, 2020.
ICRA has given A1+ rating for short-term borrowings and long-term borrowings of the Company.
13 No pending complaints letters received from stock exchanges
The details of ‘no pending complaints’ letters received from stock exchanges are provided below:
Name of Stock Exchange Date of Letter / Email
NSE 17th October, 2019
9th January, 2020
1st April, 2020
1st July, 2020
BSE 4th October, 2019
10th January, 2020
15th July, 2020
Other Disclosures
1. There are no materially significant related party transactions i.e. transaction, material in nature, with its promoters,
directors, their relatives or the management, subsidiaries of the Company etc. having potential conflict with the
interests of the Company at large.
2. No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory
authority, on any matter related to capital markets, during the last three years.
3. The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide a framework to promote
responsible and secure whistle blowing process. It protects employees wishing to raise a concern about serious
irregularities within the Company or its employees through an email or by a phone call to the Ombudsperson
appointed under the Policy. Protected disclosures can be made by a whistle blower. We affirm that no personnel of
the Company has been denied access to the audit committee.
4. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:
The Company has complied with all the mandatory requirements of the Listing Regulations relating to Corporate
Governance.
Non-Mandatory Requirements
a) The non-executive Chairman does not maintain Chairperson's office at the listed entity's expense and does
not receive reimbursement of expenses incurred in performance of his duties.
b) The Company does not send half-yearly declaration of financial performance including summary of the
significant events in last six-months to each household of shareholders.
c) During the year under review, there is no audit qualification on the Company’s financial statements. The
Company continues to adopt best practices to ensure regime of unmodified audit opinion.
d) The internal auditors reports to the audit committee. They participate in the meetings of the Audit Committee
of the Board of Directors of the Company and presents his internal audit observations to the Audit Committee.
5. Subsidiary Companies
The Company does not have any material non-listed subsidiary company in terms of Regulation 16 of the Listing
Regulations. The policy for determining material subsidiaries can be accessed on the Company’s website at the
following link: https://w3.accelya.com/accelya-solutions-india-limited-policies.
6. Related Party Transactions
The policy on dealing with related party transactions can be accessed on the Company’s website at the following
link: https://w3.accelya.com/accelya-solutions-india-limited-policies.
DECLARATION
Pursuant to Regulation 26(3) of SEBI Listing Regulations, I hereby declare that all Board members and senior management
personnel have affirmed compliance with the code of conduct.
Neela Bhattacherjee
Managing Director
Certificate [Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To
The Members
Accelya Solutions India Limited
We have examined the relevant registers, records, forms and returns maintained / filed by Accelya Solutions India Limited (CIN
: L74140PN1986PLC041033) having its Registered Office at Accelya Enclave, 685/2B & 2C, 1st Floor, Sharada Arcade, Satara
Road, Pune-411037 (“hereinafter referred to as the Company”) and notices and disclosures received from the Directors of the
Company and produced before us electronically by the Company for the purpose of issuing this certificate, in accordance with
Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) 2015.
In our opinion and to the best of our information and according to the verifications (including verification of Director
Identification Number status at the portal www.mca.gov.in) as considered necessary by us and explanations furnished to us
by the Company, we hereby certify that none of the Directors on the Board of the Company as on June 30,2020 have been
debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board
of India, Ministry of Corporate Affairs or any such other statutory authority. Ensuring the eligibility of the appointment /
continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Nilesh A. Pradhan & Co., LLP
Company Secretaries
Nilesh A. Pradhan
Partner
FCS No.: 5445
COP No.: 3659
Place: Mumbai PR :791/2020
Date: 20th August, 2020 UDIN: F005445B000596618
INDUSTRY OUTLOOK:
The COVID-19 situation has impacted all industries globally, including aviation. While some markets are now opening
up, most countries are still closed to international arrivals or have imposed quarantines, that have the same effect as an
outright lockdown.
• Global passenger traffic and revenues will not return to 2019 levels until 2024, because of a COVID-19 resurgence
in several countries, depressed corporate travel and weak consumer confidence.
• For 2020, global passenger numbers are expected to decline by 55% compared to 2019.
• The recovery in short haul travel is still expected to happen faster than for long haul travel.
• Corporate travel budgets are expected to be very constrained as companies continue to be under financial
pressure even as the economy improves.
• Scientific advances in fighting COVID-19, including development of a successful vaccine, could allow a faster
recovery.
These are challenging times and airlines and industry bodies are innovating to navigate the ‘new normal’. IATA, in
partnership with the Airports Council International, developed a roadmap recommending the best end-to-end practices
for safely resuming flights. This includes contact tracing, use of personal protective equipment, and enabling contactless
services at customs, among other measures. Some airlines have gone beyond that and have started their own campaign
promoting over and above sanitization or leaving an empty seat. However, it will take time for passenger confidence to
build again and we need to learn to manage the risks of living with COVID-19. The kind of measures that are implemented
will decide how soon we see the recovery.
Accelya has been at the forefront of reducing industry complexity in financial settlement for over 40 years. It has been a
leading provider of technology products and services to the travel and transport industry, partnering with airlines right
from the time a ticket or an air waybill is issued, all the way through its entire life cycle, until the data is converted into
actionable decision support.
Accelya’s vision lies in long-term product innovation and in expanding from primarily being a back-end service provider
to one that offers solutions spanning end-to-end processes of airlines around the world. In December 2019, the Group
was acquired by Vista Equity Partners, under its firm’s permanent capital investment fund. This means that Accelya has
a strong backing from Vista to engage in value creation opportunities and provide capital and expertise to accelerate
the Group’s success. Accelya also acquired Farelogix, a leading provider of SaaS solutions for airline retailing and New
Distribution Capability-enabled commerce, during the year.
Farelogix solutions are a natural fit with Accelya’s product portfolio - to extend Accelya’s core offering to create the first
independent, airline-focused platform to address the end-to-end retailing lifecycle - from offer creation to settlement.
Accelya’s leadership in financial, back-office settlement, and revenue management — together with Farelogix’s proven
solutions for NDC and Offer/Order Management — can realize the vision of this new airline commerce platform and
accelerate innovation across the full spectrum of current and future industry processes. This will enable the Group to
drive a change in the airline commercial landscape, and support industry transformation as we all look to recovery from
COVID-19.
Accelya’s strength lies in its unique business model where platforms are offered on a hosted environment; along with
“Service Cubes” which are optional services provided through ‘Accelya Managed Services’ (AMS) centers. Customers can
also choose to fully outsource their business processes to Accelya.
Accelya’s pay-per-use business model further helps airlines avoid upfront capital investments and releases cash flow for
other priorities. It also provides Accelya with annuity revenue streams ensuring forward revenue visibility.
The Company continues to strengthen and consolidate its key solution areas – Financial Solutions and Industry Solutions.
Financial Solutions
The airline CFO is indeed in the cockpit, guiding the airline strategy. Airline finance function has its backbone in the rigor
that good accounting practices and compliances require, but it will not remain relegated to the back-office. It must span
the entire passenger journey - from the time the offer is created, to the settlement.
With Accelya Group coming together with Farelogix, the Company is better positioned to partner with airline CFOs in
this journey. The Company is adapting its solutions as a part of the Offer-to-Settlement cycle with the objective to add
more value to airline finance function.
Accelya Solutions partners with airlines to ensure accurate revenue declaration and control including plugging revenue
leakages and improving the quality of revenue, better manage cost, risk, cash flow, profitability and overall business
performance. The key solutions in this portfolio are Revenue Accounting, Revenue Assurance and Cost Management.
Revenue Accounting and Assurance: Revenue Accounting is a complex business process in an airline as it is responsible
for accurate and timely revenue declaration, ensuring interline payments are billed correctly and all audit compliances
are adhered with. In addition, crucial strategic decisions are made using revenue accounting data in an airline.
With over 25 years of experience and a leadership position in revenue accounting, the Company enables leading global
airlines to streamline and simplify their revenue accounting processes.
Moving over to Accelya Solutions’ Revenue Assurance Services. This portfolio covers a wide gamut of audit services
spanning the entire ticket lifecycle from original booking through to the completion of the journey. This is supported by
comprehensive recovery services — from raising of Agent Debit Memos (ADMs) to fund collection. The services include
BIDT Audit and Sales Audit.
Cost Management: Accelya Solutions’ Cost Management Solutions enable airlines to manage their costs more smartly. It
automates the payables process, provides deeper insights into the costs, and facilitates wiser, more profitable decisions
every day. As a result, airlines can control supplier overpayments and transform their procure-to-pay cycle.
Flight Profitability: The third pillar of airline finance is profitability. The Company has access to huge amounts of revenue
and cost data. Coupled with the expertise in airline finance processes, it is in a unique position to provide airlines with a
Flight Profitability Solution. The solution is offered as an analytical tool which accurately assigns measures and analyses
costs and revenues to report flight profitability.
Industry Partnerships
Accelya Solutions partners with industry bodies to provide strategic solutions that simplify airline processes.
• The Company is providing high quality support to IATA’s Simplified Invoicing Settlement (SIS) platform so as to meet
quality, system and information security standards as expected by IATA.
• NFP (Neutral Fare Proration) and First & Final under ATPCO’s RASS (Revenue Accounting Settlement Services) are
powered by Accelya Solution’s industry recognized APEX® Proration Engine
• In the first half of the year, we moved into our new office premises in Mumbai. The project that began a year ago
in FY 19, with the objective to consolidate our offices across Mumbai and Thane, was realized in FY 20, as planned.
The new office is in line with international workplace standards to enhance employee experience and productivity
• The Company continued with new implementations, including Revenue Accounting V20 upgrades, albeit at a
slower pace in the last quarter whilst airlines grappled with the challenges posed due to COVID-19.
• With respect to the COVID-19 situation, the Company focused on business continuity, customers and employees:
o The Company carried out a cost-rationalizing exercise across the organization to conserve cash to address any
uncertainties in evolving situations. This includes reducing the cost of human resources (with the consent of
relevant employees), travel, marketing and events, etc.
o The Company reached out to all its customers to support them during this crisis, with webinars and other
content that helped them understand and respond better.
o The Company took immediate action to help the employees work safely from home. It adopted various
business continuity measures from the beginning of the country-wide lockdown to ensure the safety and
wellbeing of the employees. This includes providing IT infrastructure and connectivity wherever possible, to
enable employees to work from home.
The Company commands a significant advantage in terms of business domain knowledge and emerging industry changes.
Years of experience have provided the Company with a strong base of Intellectual Property and Intellectual Capital. It
is seen as a trusted advisor to airline CFOs, placing them right next to the CEOs. The Company is in a unique position to
impact the complete offer-to-settlement and procure-to-pay cycles of airlines.
A Strong Partner for Airlines, during Recovery from the Impact of COVID-19
COVID-19 has made cost reduction, new revenues and transformation paramount for airlines. Accelya Solutions has
strong expertise in back-office financial solutions. Now, with the Group’s Farelogix acquisition, we are able to enhance
our capability to deliver an integrated Offer-to-Settlement platform. By dealing with traditional transactions and new
retailing operations in one place, airlines will have a greater choice to transition at their own pace while coming out of
COVID-19.
The Company welcomes, and is aligned with, the upcoming industry changes with respect to IATA’s NDC and One Order
initiatives. The Company’s accounting solution is already certified by IATA as being NDC and One Order capable and
is ready to handle the distribution landscape of the future. With Farelogix’s proven solutions for NDC and offer/order
management, the Group (and the Company) can realize the vision of a new airline platform spanning the entire lifecycle
from offer to settlement and play a larger role in the airline ecosystem.
Accelya Solutions is a neutral service provider and is not governed by any competing airlines. The Company’s platforms
and processes are independent of any airline strategic roadmap. Confidentiality and security of customer data are of
utmost importance to the Company.
Data Protection
The Company takes data privacy very seriously and has relevant controls and compliances in place including PCI DSS 3.2
and ISO 27001: 2015. All of the Company’s products and services meet the new privacy standards as per the EU General
Data Protection Regulation (GDPR) regulations.
Accelya Solutions has pioneered the concept of platform-based outsourcing in the airline industry. The Company takes
complete accountability of the outcome as per the Service Level Agreements (SLAs). It also takes the responsibility
for maintaining and upgrading the platform, processes and people skills in line with industry best practices and client
requirements.
Accelya Solutions values long-term relationship with its customers. The ability to forge effective and lasting partnerships
with large, global airlines is the Company’s strength. Over the years, Accelya Solutions’ airline customers have extended
their association with the Company. During the impact of the pandemic in the second half of FY 20, the Company
supported the customers with webinars and other content that helped them understand and respond to the crisis. The
Company also learned insights from the customers, understanding their problems, adapting and creating value that
aligns with their current and future objectives.
Pay-as-you-use Model
Accelya Solutions offers its solutions on a pay-per-use model. It enables airlines to have a low capex and variable costs. At
the same time, this model ensures the Company annuity revenue streams resulting in revenue visibility and foundation
for growth. A win-win for customers and the Company.
Financial Analysis
Shareholders’ funds
Shareholders’ funds increased from ₹ 1,904.53 million to ₹ 2,359.43 million during the year 2019-20.
Equity
During the year, Share Capital and Securities Premium stand at ₹ 149.27 million and ₹ 316.98 million respectively.
Presently, Accelya Solutions has 14,926,261 shares (Previous Year 14,926,261) of ₹ 10 each fully paid up.
Accelya Solutions retained earnings as at June 30, 2020 amount to ₹ 1,644.49 million.
As at 30th June, 2020, Accelya Solutions book value per share increased to ₹ 158.07 per share as compared to ₹ 127.60
per share as at 30th June, 2019.
During the year, General Reserve stands at ₹ 239.15 million. There is no change to this balance in the current year.
During the year, Capital redemption Reserve stands at ₹ 9.54 million. There is no change to this balance in the current
year.
Investment
Accelya Solutions Investments at cost, as at 30th June, 2020 stands at ₹ 474.15 million. There is no change to this balance
in the current year.
Fixed Assets
Product Development
During the year, product development cost amounting to ₹ 83.77 million has been capitalised as intangible assets.
Accelya Solutions added ₹ 373.91 million to the gross block comprising of ₹ 110.16 million in Plant and Machinery,
₹ 31.41 million in purchase of Software, ₹ 51.70 million in purchase of Furniture and fixtures and the balance ₹ 180.63
million in Leasehold improvements.
During the year, Accelya Solutions sold/ disposed of assets with a Gross Book value of ₹ 59.79 million and a depreciated
Net Value of ₹ 59.01 million. The sold assets included old plant & machinery, furniture & fixtures, leasehold improvement
and vehicles.
Accelya Solutions Gross Block as at June 30, 2020 stood at ₹ 2,080.12 million as compared to ₹ 1,682.23 million as at
June 30, 2019. The corresponding Net Block as at June 30, 2020 is ₹ 681.54 million as compared to ₹ 427.33 million as
at June 30, 2019.
Trades Receivables
Accelya Solutions Net Receivables as at June 30, 2020 amounted to ₹ 568.3 million as compared to ₹ 745.64 million as
at June 30, 2019. These debtors are considered good and realisable.
The need for provisions is assessed based on various factors including collectability of specific dues, risk perceptions of
the industry in which the customer operates and general economic factors which could affect the customer’s ability to
settle and finally depending on the management’s perception of the risk. The total provision for doubtful debts as at
30th June 2020 stands at ₹ 28.03 million compared to ₹ 14.99 million as at 30th June, 2019.
Trade receivables as a percentage of total revenue is 15.33% as at 30th June 2020 as against 18.86% as at 30th June, 2019.
Non-current Liabilities
As at 30th June, 2020 Accelya Solutions non-current liabilities amount to ₹ 443.72 million as compared to ₹ 41.62 million
as at 30th June, 2019.
Current Liabilities
As at 30th June, 2020 Accelya Solutions current liabilities amount to ₹ 663.71 million as compared to ₹ 571.97 million as
at 30th June, 2019.
Result of Operations
Sale of services
For the year ended 30th June, 2020, Accelya Solutions recorded operating income of ₹ 3,549.78 million.
Operating Profit
Accelya Solutions reported profit before exceptional items and tax of ₹ 1,189.05 million for the year ended 30th June,
2020.
Accelya Solutions recorded a PAT of ₹ 886.39 million for the year ended 30th June, 2020.
Dividend
The Company had declared and paid an interim dividend of ₹ 10 per equity share during the year.
In view of the ongoing Covid 19 pandemic, the Company would like to conserve cash and accordingly the Board of
Directors has decided not to recommend any final dividend for the year.
As a value innovator, Accelya Solutions has always believed in developing its own Intellectual Property (IP) and over the
years has invested significant amount of resources in this development. All these products have been viewed as the best
of the breed products by the industry and highly appreciated by the customers.
The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors
and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective
action.
Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), the
audit committee has concluded that, as of June 30, 2020, our internal financial controls were adequate and operating
effectively.
Human Capital
We recognize that our people are one of our most important assets, and so we recruit the sharpest minds, provide
quality training, carefully develop the right people and reward our employees in meaningful ways throughout their
careers with us. We continuously track human capital metrics to make sure we attract, develop and retain the best
talent. It is our endeavor to……
Attract qualified talent…
Educational Qualifications
Post Graduates Engineering /Other Graduates IATA Certified / Diploma holders Undergraduates
18% 67% 12% 3%
Total Experience
Less than 2 years 2-5 years 5-10 years More than 10 years
11% 14% 22% 52%
….and encourage practices of inclusion and diversity to bring forth the best in our people….
Gender Diversity
Men Women
59.7% 40.3%
…while making all efforts to retain the best people and enable them grow in their roles
Attrition
Building a productive and positive employee experience has been at the core of our programs and initiatives at Accelya.
From creating an exciting new workplace to onboarding, learning & growth, the company has worked on improving
many aspects of how employees feel about and experience Accelya, its leaders and its ways of working. Here are a few
highlights from this past year.
• Creating world class physical workspaces that reflect our global brand and enable a collaborative work
environment – In November 2019, we moved to our brand-new office in Vikhroli, Mumbai. This was in line with
our desire to strengthen our employee experience, provide a modern workplace that gives our employees the
freedom to work collaboratively, enhances their morale, creates flow of information among employees in spaces
that are highly technology driven. Our new office reflects our global image and provides the best work environment,
infrastructure and facilities to our employees. The new office spreads over 3 floors in a modern office building,
is enthralled by sunlight, natural plants, biophilic partitions, has an open office concept along with a variety of
functional spaces, breakout areas, casual seating.
• Creating a Standard and Exciting Global Onboarding Experience – It is proven that the first 60 days of a new hire are
the most critical and a majority of new hires are prone to leave if they do not have a good experience or integrate
well into the new company. With a mission to create an exciting, informative and globally standardized onboarding
experience, we collaborated with all of our global offices and used technology to create a new global onboarding
program and experience. This involved creating a fun and engaging first day at work experience, supported by a
digital learning path offered through our online learning platform – Accelya Knowledge Circle Gateway (AKCG)
to enable new hires to learn more about the company, its ‘ways of working’ and integrate well into Accelya. Now
whether a new hire joins in Mexico or Madrid, Villepinte or Vikhroli, they experience the same great Welcome to
Accelya!
• Accelya Knowledge Circle (AKC): Building a Learning Organization – It was an exciting time for learning in Accelya
this year. We took AKC a step further with the launch of our Learning Management System christened Accelya
Knowledge Circle Gateway (AKCG). With AKCG we have been able to offer a wider variety of internal and external
learning content and new learning experiences to our employees. We launched specialisations that focus on
building capabilities in our women employees and our managers. We launched Online learning communities
where employees can come together, share and learn from each other. We also launched our knowledge sharing
sessions called LearnX where internal experts share their expertise through online sessions with colleagues around
the world. We improved the efficiency of our learning offerings and created a much larger adoption of our learning
platforms through various actions like learning recommendations, organizing learning events, recognizing and
rewarding active learners while continuing to enhance the catalogue of courses. Additionally, we also rolled out a
survey to gather and apply learner inputs to continuously improving their learning experiences and building the
skills we need to ensure Accelya’s continued success.
• Empowering Managers to Organize and Engage Teams: As part of the Company’s vision of strengthening
management capabilities, a holistic, flexible and digitized managerial development program was launched for both
first time managers and already existing managers. Through this foundational program, managers are given an
understanding of people leadership at Accelya and provided with tools and resources that they can use for success
in their roles. This year, given the unique situation of Covid-19, the company also developed learning resources to
effectively manage teams and performance while remotely working.
• Building a Resilient and Informed Workforce: Given the unexpected shift to working remotely for most employees,
the company curated physical, mental and emotional wellness resources and developed learning resources for
employees on how to work remotely. While we navigated the first few months of COVID 19 and its impact on our
company, leadership teams held townhalls and meeting were done at various levels within the organisation to
ensure that employees were communicated to and well informed. ‘One Accelya’ a fortnightly e-bulletin, was also
introduced to bring news and articles from across Accelya enabling employees to stay updated and motivated
during this pandemic. A Special Oversight Committee (SOC) has been formed to keep a watch on the business
scenario, COVID19 situation, its impact and actions taken for the workforce. The SOC includes India MD, CFO, VP -
HR Operations and one India Board member.
• Pulse – Integrated Global HRMS for Employees: In our continued chase of achieving technological excellence for
our employees, we have collaborated with the latest platforms for employee engagement. We have partnered
with AI tools to allow for employee grievance redressals, employee query resolutions and timely tending to these
queries. We shall be further focused on exploring this platform to have a bot enabled employee self service and
manager self service.
In the times to come our focus would also be shifted to having a mobile enabled HRIS experience for our employees.
A recruiting platform which is state of the art technology and allows for easy handling and at the same time
exploring the best talent markets across the world and integrated. We will strive for excellence and are hopeful of
having the employee base feel the Pulse revolution with excitement and belongingness to One Accelya.
• Leveraging new age technologies to provide the best employee experience: We are always looking for ways to
leverage technology to enhance employee experience, streamline, create efficiencies and provide quick access to
information. This year, we were very happy to the enable all this through the launch and successful adoption of
our AI powered HR chatbot christened ‘Celya’. It uses cutting edge AI technologies and is a digital HR assistant that
provides immediate answers to employee queries - 24/7. Shortly, it will also enable employees to take certain HR
actions directly without the need to log into Accelya’s HCMS system. With mobile and desktops apps, it is easy and
fun to use. As our employee use it more, itself learns and creates even better experience over time.
To the Members of
Accelya Solutions India Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Accelya Solutions India Limited (“the Company”), which comprise
the standalone balance sheet as at 30 June 2020, and the standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year
then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies
and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs
of the Company as at 30 June 2020, and profit and other comprehensive income, changes in equity and its cash flows
for the year ended on that date.
Key audit matters How our audit addressed the key audit matter
- application of revenue recognition accounting standard On selected specific samples of contracts, we tested that
(Ind AS 115, Revenue from Contracts with customers) the revenue recognized is in accordance with the revenue
is complex and involves a number of key judgments and recognition accounting standard -
estimates mainly identifying performance obligations, - Evaluated the identification of performance obligation
related transaction price and estimating the future and the ascribed transaction price;
efforts-to-complete these contracts, which is used to - Tested Company’s computation of the estimation of
determine the percentage of completion of the relevant efforts required to complete the contract and onerous
performance obligation; obligation, if any.
- Estimated effort is a critical estimate to determine - Assessed that the estimates of time required to complete
revenues for fixed price development contract. This were reviewed and approved by appropriate levels in the
estimate has a high inherent uncertainty as it requires Company; and
consideration of progress of the contract, efforts incurred - Performed a retrospective review of efforts incurred
till date and efforts required to complete the remaining with estimated efforts to identify significant variations
contract performance obligations. and assess whether those variations are required to
- these contracts may involve onerous obligations which be considered in estimating the remaining efforts to
requires critical assessment of foreseeable losses to be complete the contract.
made by the Company.
Valuation of trade receivable in view of risk of credit losses (refer note 2(c)(iii) and 12 of standalone financial statements
The Company determines allowances for credit losses on In view of the significance of the matter, we applied the
historical loss experience adjusted to reflect the current and following audit procedures in this area, among others to
estimated future economic conditions. obtain sufficient appropriate audit evidence.
As at 30 June 2020, the Company's trade receivables - Assessed the appropriateness of accounting policy for
accounted for 16 % of the Company's total assets as at that expected credit loss as per the relevant accounting
date. standard;
The Company measures expected credit loss on trade - Obtained an understanding of and assessed the design,
receivables based on a provision matrix which is based on implementation and operating effectiveness of key
significant judgement and estimates i.e.: controls relating to collection monitoring process;
- historical default rate; - Tested the IT controls relating to classification of the
- age analysis of the receivables; receivable balances included in the receivables ageing
- loss rate in provisioning matrix depending on days past report, by involving the IT specialists;
due; - For samples selected using statistical sampling,
- adjustments to historical experience based on future circularized independent confirmations for balance
economic and market conditions; outstanding at year-end and where confirmations were
- relevant current customer specific conditions; and not received, performed alternate testing procedures.
- other relevant factors including forward-looking This includes testing, on a sample basis, subsequent
information at the reporting date such as subsequent collections for the outstanding receivables;
settlement and future collectability. - Enquired with management and obtained comments and
Further, the outstanding of customers could be impacted recovery plans for trade receivables outstanding for more
by the economic conditions consequent to the pandemic than 180 days;
relating to Covid-19. - Assessed the reasonableness of methodology used by
We have considered assessment of expected credit loss for the Company to estimate expected credit loss provision;
receivables as a key audit matter because of the significance - Assessed the reasonableness of estimate of expected
of balance of trade receivables to the balance sheet credit losses by obtaining an understanding of the key
assumptions used in estimating the expected credit
and because of the significant judgement involved in its
losses such as payment trends, current economic
estimation particularly in the context of pandemic relating
conditions, industry analysis reports and forward-looking
to Covid – 19. information etc.
- Assessed the adequacy of disclosures relating to trade
receivables and related credit risk.
Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s annual report, but does not include the standalone financial
statements and our auditors’ report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Management's and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair view of the state of
affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
opinion on whether the Company has adequate internal financial controls with reference to standalone financial
statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures in the standalone financial statements made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
(B) 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:
i. The Company has disclosed the impact of pending litigations as at 30 June 2020 on its financial position
in its standalone financial statements - Refer Note 40 to the standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, on long-term contracts including derivative contracts- Refer Note 45 to the
standalone financial statements.
iii. The Company has delayed in transferring amounts of Rs 1,336,850, required to be transferred to the
Investor Education and Protection Fund. Refer note 23 to the standalone financial statements.
iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified
bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in
these financial statements since they do not pertain to the financial year ended 30 June 2020.
(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.
The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required
to be commented upon by us.
Rajiv Shah
Partner
Place : Mumbai Membership No: 112878
Date : 20 August 2020 ICAI UDIN: 20112878AAAAAR1860
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets;
(b) The Company has a regular programme of physical verification of its fixed assets, by which all fixed assets are
verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification
is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the programme, certain fixed assets were physically verified during the year and no material
discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the title deeds of immovable properties included in fixed assets are held in the name of the
Company.
(ii) The Company is a service company, primarily rendering information technology and related services. Accordingly,
it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or
unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 (“the Act.”) Accordingly, the provisions of clause 3(iii) (a), (b) and (c)
of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments,
guarantees and security given in respect of which provisions of section 185 and 186 of the Act are applicable.
Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.
(v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the
Reserve Bank of India, as per the provisions of Sections 73 to 76, any other relevant provisions of the Act and rules
framed thereunder.
(vi) The Central Government has not prescribed the maintenance of cost records under section 148 of the Act for any
of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory
dues including Provident Fund, Employees' State Insurance, Professional tax, Income-tax, Goods and Service
Tax, duty of Customs, Cess and any other material statutory dues have been regularly deposited during the
year with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of
Provident fund, Employees’ State Insurance, Professional Tax, Income-tax, Goods and Service Tax, duty of
Customs, Cess and other material statutory dues were in arrears as at 30 June 2020 for a period of more than
six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service
tax, Goods and Service tax, duty of Customs and Value added tax, which have not been deposited by the
Company on account of any dispute, except the following:
Name of the Nature of the dues Amount Period to which the Forum where dispute is
statute (`) amount relates pending
The Finance Service tax under Reverse 56,904,734* April 2011 to March Customs Excise and Service
Act, 1994 Charge Mechanism 2015 Tax Appellate Tribunal
(CESTAT), Maharashtra
The Finance Service tax on Mutual Fund 39,951,742** June 2012 to June Commissioner of Central
Act, 1994 transactions 2017 Excise (Appeals)
* Net of amount deposited with authorities amounting to ` 3,886,325.
** Net of amount deposited with authorities amounting to ` 1,669,255.
(viii) According to the information and explanations given to us, the Company has not taken any loans or borrowings
from any financial institution, bank or Government nor has it issued any debentures. Accordingly, paragraph 3 (viii)
of the Order is not applicable to the Company.
(ix) In our opinion and according to the information and explanations given to us, the Company did not raise any
money by way of initial public offer or further public offer (including debt instruments) and term loans during the
year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
(x) To the best of our knowledge and 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
our audit.
(xi) In our opinion and according to the information and explanations given to us and based on our examination of the
records of the Company, the Company has paid or provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company
as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the
Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the
Company, all transactions with the related parties are in compliance with sections 177 and 188 of the Act, where
applicable, and details of such related party transactions have been disclosed in the standalone financial statements
as required by the applicable accounting standards.
(xiv) According to the information and explanations 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. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not entered into non-cash transactions with directors or persons connected with
them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanation given to us, the Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act 1934.
Rajiv Shah
Partner
Place : Mumbai Membership No: 112878
Date : 20 August 2020 ICAI UDIN: 20112878AAAAAR1860
Annexure B to the Independent Auditors’ report on the standalone financial statements of Accelya
Solutions India Limited
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph 1(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
Opinion
We have audited the internal financial controls with reference to standalone financial statements of Accelya Solutions
India Limited (“the Company”) as of 30 June 2020 in conjunction with our audit of the standalone financial statements
of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to
standalone financial statements and such internal financial controls were operating effectively as at 30 June 2020, based
on the internal financial controls with reference to financial statements 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 (the “Guidance Note”).
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls
with reference to financial statements. 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 with reference to financial statements were established and maintained and whether 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
with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with
reference to financial statements included obtaining an understanding of such internal financial controls, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the standalone 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 with reference to financial statements.
Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference
to financial statements to future periods are subject to the risk that the internal financial controls with reference to
financial statements may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Rajiv Shah
Partner
Place : Mumbai Membership No: 112878
Date : 20 August 2020 ICAI UDIN: 20112878AAAAAR1860
Expenses
Employee benefits expense 29 1,261,695,148 1,319,176,223
Depreciation and amortisation expense 30 321,115,151 166,804,177
Operating and other expense 31 879,711,699 906,648,948
Finance costs 54,863,102 -
Total expenses 2,517,385,100 2,392,629,348
Total comprehensive income for the year (net of tax) 880,856,461 1,029,414,576
The accompanying notes referred to above form an integral part of the financial statements 3 - 48
As per our report of even date attached
For B S R & Co. LLP For and on behalf of Board of Directors
Chartered Accountants Accelya Solutions India Limited
Firm's Registration No: 101248W/W-100022 CIN: L74140PN1986PLC041033
Rajiv Shah John Johnston Neela Bhattacherjee
Partner Chairman Managing Director
Membership No: 112878 DIN: 07258586 DIN: 01912483
London Mumbai
Gurudas Shenoy Ninad Umranikar
Chief Financial Officer Company Secretary
Mumbai Membership No: ACS14201
Place : Mumbai Pune
Date : 20 August 2020 Date : 20 August 2020
B Other equity
Attributable to the owners of the Company
83
84
Attributable to the owners of the Company
Reserves & Surplus Items of OCI
Particulars Capital Securities General Retained Remeasurement
redemption premium reserve earnings of defined Total
reserve benefit plan
(net of tax)
Other changes
Interim dividend - - - (149,262,610) - (149,262,610)
Dividend distribution tax on interim dividend - - - (27,691,982) - (27,691,982)
Financial statements
Pursuant to the requirements of Division II to Schedule III of Companies Act, 2013, below is the nature and purpose of the above:
The accompanying notes referred to above form an integral part of the financial statements (refer note no. 3 to 48)
As per our report of even date attached
For B S R & Co. LLP For and on behalf of Board of Directors
Cash and cash equivalents at the end of the year (refer note no. 13) 265,435,567 25,696,985
The accompanying notes referred to above form an integral part of the financial statements (refer note no. 3 to 48)
1. Corporate information
Accelya Solutions India Limited (“Accelya” or “the Company”) is a software solutions provider to the global Airline
and Travel industry.
Accelya delivers world class software products, managed processes, technology and hosting services. Accelya’s
industry solutions are driven by active partnerships with industry bodies and customers, and significant domain
knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match
their requirements. The company is a public limited company and domiciled in India. The address of the corporate
office is Accelya Enclave, 685/2B & 2C, 1st Floor, Sharada Arcade, Satara Road, Pune, Maharashtra, India, 411037.
The board of directors approved the standalone financial statements for the year ended 30 June 2020 and
authorized for issue on 20 August 2020.
(i) Estimation of useful life of property, plant and equipment (refer note 2(d))
The useful lives and residual values of Company’s assets are determined by the management at the time
the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on
historical experience with similar assets as well as anticipation of future events, which may impact their life,
such as changes in technical or commercial obsolescence.
(ii) Estimation of defined benefit obligation (refer note 2(l)(b))
Cost of defined benefit plan and the present value of the defined benefit obligation are based on actuarial
valuation using the projected unit credit method. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include determination of discount rates,
future salary increases and mortality rates. Due to the complexities involved in the valuation and its nature,
a defined benefit is highly sensitive to change in these assumptions. All assumptions are reviewed at each
Balance Sheet date.
(iii) Impairment of trade receivables (refer note 2(j)(I))
The Company's trade receivables do not contain significant financing component and loss allowance on trade
receivables is measured at an amount equal to life time expected losses i.e. expected cash shortfall.
The impairment losses and reversals are recognised in Statement of Profit and Loss.
(iv) Provisions and contingent liabilities (refer note 2(o))
A provision is recognized when the Company has a present value obligation as a result of past event and it is
probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current
best estimates.
(v) Revenue Recognition
Revenue for fixed-price contract is recognised using percentage-of completion method. The Company uses
judgement to estimate the future efforts-to-completion of the contracts which is used to determine the
degree of completion of the performance obligation.
(vi) Leases
The Company evaluates if an arrangement qualifies to be a lease based on the requirements of the relevant
standard. Computation of the lease liabilities and right-to-use assets requires management to estimate the
lease term (including anticipated renewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with both periods
covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and
periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that
option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or
not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an
economic incentive for the Company to exercise the Option to extend the lease, or not to exercise the option
to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period
of a lease.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated
or for a portfolio of leases with similar characteristics
d) Property, plant and equipment (PPE)
Property, plant and equipment are stated at cost of acquisition, including any attributable cost for bringing
the asset to its working condition for its intended use, less accumulated depreciation/ amortisation and
impairment loss.
Property, plant and equipment not ready for the intended use on the date of Balance Sheet are disclosed as
“Capital work-in-progress".
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or
retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in statement of profit and loss.
Depreciation on PPE has been provided on the straight-line method over the estimated useful life of it’s
the respective asset. These lives are in accordance with the useful life prescribed in Schedule II to the
Companies Act, 2013 except in respect of for Furniture and Fixtures and Vehicles in which case the life of the
assets has been assessed and is based on technical advice, taking into account the nature of the asset, the
estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated
technological changes, manufacturers warranties and maintenance support. Depreciation/ amortization for
the year is recognised in the Statement of Profit and Loss.
The useful life of the assets considered for depreciation is summarized below:
Building 30 years
Plant and machinery and computer equipment 3 to 6 years
Furniture and fixtures, Equipment and other assets 4 to 6 years
Vehicles 5 years
Leasehold improvements To be amortized over the lesser of the period of
lease and the useful life of the asset
The useful lives are reviewed by the management at each financial year-end and revised, if appropriate. In
case of a revision, the unamortised depreciable amount is charged over the revised remaining useful life.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with
the expenditure will flow to the company.
e) Intangible assets
Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition,
an intangible asset is carried at its cost less any accumulated amortisation and any accumulated impairment
loss, if any. Amortisation is recognised on a straight-line basis over their estimated useful lives.
Estimated useful life of software acquired/ developed has been taken at 3 to 5 years.
The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate being accounted for on a prospective basis.
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific
asset to which it relates. An intangible asset is derecognised on disposal or when no future economic benefits
are expected from its use.
Losses arising from retirement and gains or losses arising from disposal of an intangible asset are measured
as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised
in the Statement of Profit and Loss.
.
application (i.e. 1 July 2018). The impact of adoption of the standard on the financial statements of the
Company is insignificant.
Revenues from customer contracts are considered for recognition and measurement when the contract
has been approved by the parties, and the parties to contract are committed to perform their respective
obligations. Revenue is recognised upon transfer of control of promised products or services to customers
in an amount that reflects the consideration which the Company expects to receive in exchange for those
products or services. When there is uncertainty as to collectability, revenue recognition is postponed until
such uncertainty is resolved.
• Revenues from transaction processing service i.e. airline ticket and coupon processing charges is
recognized on output basis measured by units delivered, efforts expended, number of transactions
processed, etc.
• Revenue from time and material contracts is recognised as the related services are performed and
revenue from the end of the last billing to the balance sheet date is recognised as unbilled revenue.
• Revenue from sale of user licenses where the customer obtains a ‘right to use’ the licenses is recognized
at the time the license is made available to the customer, except in case of multiple element contracts
which require significant implementation services and customization, the entire arrangement is
considered to be a significant performance obligation and revenue is recognised using the percentage of
completion method as the implementation and customization is performed. Revenue from fixed-price
contracts, where the performance obligations are satisfied over time and where there is no uncertainty
as to measurement or collectability of consideration, is recognised based on percentage of completion
method considering the actual time spent on the contract to the total estimate time to complete the
contract.
• Revenue related to fixed price maintenance and support services contracts is recognised based on time
elapsed mode and revenue is straight lined over the period of performance.
• Revenue related to client training and other services are recognized as the related services are
performed. The Company exercises judgement in determining whether the performance obligation
is satisfied at a point in time or over a period of time. The Company considers indicators such as how
customer consumes benefits as services are rendered or who controls the asset as it is being created or
existence of enforceable right to payment for performance to date and alternate use of such product
or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the
customer, etc.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume
discounts and price concessions, if any, as specified in the contract with the customer. Revenue also excludes
taxes collected from customers.
Contract assets are recognised when there is excess of revenue earned over billings on contracts where the
rights are conditional on something other than passage of time. Contract are classified as unbilled receivables
(only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time
is required, as per contractual terms.
Deferred revenue (“contract liability”) is recognised when there is billings in excess of revenues.
In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable
costs of meeting the obligations under a contract exceed the economic benefits to be received.
Contracts are subject to modification to account for changes in contract specification and requirements.
The Company reviews modification to contract in conjunction with the original contract, basis which the
transaction price could be allocated to a new performance obligation, or transaction price of an existing
obligation could undergo a change.
In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
The Company disaggregates revenue from contracts with customers primary by geographical market and
service lines.
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the
rate applicable.
Dividend is recognised in profit or loss only when the right to receive payment is established, it is probable
that the economic benefits associated with the dividend will flow to the company, and the amount of the
dividend can be measured reliably.
h) Leases
Policy applicable before 1 July 2019
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
asset are classified as operating leases. Rental expenses from operating lease in the books of lessee are
recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term,
unless the lease agreement explicitly states that increase is on account of inflation. Contingent rentals arising
under operating leases are recognised as an expense in the period in which they incurred.
Finance Lease
Leases under which the Company being lessee assumes substantially all the risks and rewards of ownership are
classified as finance leases. The lower of fair value of asset and present minimum lease rentals is capitalised
as fixed assets with corresponding amount shown as lease liability. Lease payments are apportioned between
the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges
are charged to the statement of profit and loss. Lease management fees, legal charges and other initial direct
costs are capitalised. If there is no reasonable certainty that the company will obtain the ownership by the
end of the lease term, capitalised leased assets are depreciated over the shorter of the estimated useful life
of the asset or the lease term on a straight-line basis.
Policy applicable with effect from 1 July 2019
The Company as a lessee
"The Company’s lease asset classes primarily consist of leases for buildings.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for
a period of time in exchange for consideration. To assess whether a contract conveys the right to control the
use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of
the lease and
(iii) the Company has the right to direct the use of the asset."
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”)and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and low value leases. For these short-term and low value leases,
the Company recognizes the lease payments as an operating expense on a straight-line basis over the term
of the lease.
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease
term at the lease commencement date. The cost of the right -of-use asset measured at inception shall
comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset
or site on which it is located. The right -of-use assets is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease
liability. The right-of-use assets is depreciated using the straight -line method from the commencement date
to the earlier of the end of the useful life of the right-of-use assets or the end of the lease term. Right-of-use
assets are tested for impairment whenever there is any indication that their carrying amounts may not be
recoverable. Impairment loss, if any, is recognised in the Statement of Profit and Loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally,
the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are remeasured with
a corresponding adjustment to the related right of use asset if the Company changes its assessment as to
whether it will exercise an extension or a termination option. For leases with reasonably similar characteristics,
the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease
or the incremental borrowing rate for the portfolio as a whole.
The lease liability is subsequently measured at amortised cost using the effective interest rate method. It is
remeasured when there is a change in future lease payments arising from a change in Company’s assessment
of whether it will exercise a purchase, extension or termination option.
Lease liability is further bifurcated into current and non-current portion; and the right-of-use assets have been
separately presented in the Balance Sheet and lease payments have been classified as financing activities in
the Statement of Cash Flow.
Further the company has applied the practical expedient pertaining to COVID 19 related rent concessions,
wherein the rent concessions are accounted as if it were not a lease modification i.e as a negative variable
lease payment
Transition to Ind AS 116
"Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment
Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS
116 Leases which replaces the existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS
116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both
lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. The standard
includes two recognition exemptions for lessees — leases of 'low value' assets (e.g., personal computers) and
short-term leases (i.e., leases with a lease term of 12 months or less).
The Company has adopted Ind AS 116, effective annual reporting period beginning July 1, 2019 and applied
the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard,
recognised on the date of initial application (July 1, 2019). Accordingly, the Company has not restated
comparative information.
The Company has recorded the lease liability as the present value of the remaining lease payments,
discounted at the incremental borrowing rate as at July 1, 2019 and the right of use asset at an amount equal
to the lease liability, adjusted by the amount of any prepaid or accrued lease payments related to that lease
recognized. For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases
which are expiring within 12 months from the date of transition by class of asset and leases for which the
underlying asset is of low value on a lease-bylease basis.
The Company has also used the practical expedient provided by the standard and therefore, has not
reassessed whether a contract, is or contains a lease, at the date of initial application, relied on its assessment
of whether leases are onerous, applying Ind AS 37 immediately before the date of initial application as an
alternative to performing an impairment review and used hindsight when determining the lease term if the
contract contains options to extend or terminate the lease.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to
depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.
The Company does not have any lease contracts wherein it acts as a lessor.
On transition, the adoption of the new standard resulted in recognition of right-of-use asset of ` 5,044.1 lakhs
and a lease liability of ` 5,460.4 lakhs. Ind AS 116 will result in an increase in cash inflows from operating
activities and an increase in cash outflows from financing activities on account of lease payments
i) Foreign currency transactions and balances
Transactions denominated in foreign currency are recorded at the exchange rates prevailing on the date
of transactions. Exchange differences arising on foreign exchange transactions settled during the year are
recognised in the Statement of Profit and Loss for the year.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated
into Indian rupees at the closing exchange rates on that date. The resultant exchange differences are
recognised in the Statement of Profit and Loss.
Non-monetary items that are measured at fair value in a foreign currency, are translated using the exchange
rates at the date when the fair value is measured. Exchange differences arising out of these translations are
recognized in the statement of profit and loss.
j) Financial Instruments:
I. Financial Assets:
Classification
On initial recognition the Company classifies financial assets as measured at amortised cost, fair value
through other comprehensive income or fair value through profit or loss on the basis of its business
model for managing the financial assets and the contractual cash flow characteristics of the financial
asset.
Initial recognition and measurement
All financial assets are initially measured at fair value plus, for an item not at fair value through profit
and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Cash and cash equivalent
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term (with
an original maturity of three months or less from the date of acquisition), highly liquid investments that
are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Financial assets at amortised cost
A ‘financial asset’ is measured at the amortised cost if both the following conditions are met:
i) the asset is held within a business model whose objective is to hold assets for collecting contractual
cash flows, and
ii) contractual terms of the asset give rise on specified dates to cash flows that are solely payments
of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or
premium and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses
arising from impairment are recognised in the Statement of Profit and Loss.
Financial assets included within the fair value through profit and loss (FVTPL) category are measured at
fair value with all changes recognized in the Statement of Profit and Loss.
Equity investments
All equity investments other than investments in subsidiaries are measured at fair value. Equity
instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the
Company decides to classify the same either as at fair value through other comprehensive income
(FVTOCI) or FVTPL. The Company makes such election on an instrument-by-instrument basis. The
classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on
the instrument, excluding dividends, are recognized in other comprehensive income (OCI). There is no
recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of such investments.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the Statement of Profit and Loss.
The Company has elected to continue with the carrying value of all its equity investments as recognized
in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP
and use that as the deemed cost as at the transition date pursuant to the exemption under Ind AS 101.
Investment in subsidiaries
Investment in subsidiaries are measured at cost less impairment loss, if any.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in
which substantially all of the risks and rewards of ownership of the financial asset are transferred or in
which the company neither transfers nor retains substantially all of the risks and rewards of ownership
and does not retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet but
retains either all or substantially all of the risks and rewards of the transferred assets, the transferred
assets are not derecognised.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement
and recognition of impairment loss on the following financial assets and credit risk exposure:
i) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits, and bank balance.
ii) Trade receivables.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables which do not contain a significant financing component.
The application of simplified approach does not require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right
from its initial recognition.
recognised at fair value on the date on which a derivative contract is entered into and are subsequently
re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative.
k) Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the
most advantageous market to which the Company has access at that date. The fair value of a liability reflects
its non-performance risk.
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities. When one is available, the Company measures the fair
value of an instrument using the quoted price in an active market for that instrument. A market is regarded
as active if transactions for the asset or liability take place with sufficient frequency and volume to provide
pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise
the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation
technique incorporates all of the factors that market participants would take into account in pricing a
transaction.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Company measures
assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence
of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair
value of the consideration given or received.
l) Employee benefits
a. Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified
as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The
undiscounted amount of short-term employee benefits to be paid in exchange for employee service is
recognised as an expense at an undiscounted amount in the Statement of Profit and Loss as the related
service is rendered by employees.
b. Post-employment benefits
Defined Contribution Plan
Contributions to defined contribution schemes such as employees’ state insurance, labour welfare
fund, etc. are charged as an expense based on the amount of contribution required to be made as
and when services are rendered by the employees. Company’s provident fund contribution, in respect
of certain employees, is made to a government administered fund and charged as an expense to the
Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the
Company has no further defined obligations beyond the monthly contributions.
Defined Benefit Plan
The Company’s net obligation in respect of gratuity is calculated by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior periods. That
benefit is discounted to determine its present value, and the fair value of any plan assets is deducted.
The present value of the obligation under such defined benefit plan is determined based on actuarial
valuation by an independent actuary using the Projected Unit Credit Method, which recognizes each
period of service as giving rise to additional unit of employee benefit entitlement and measures each
unit separately to build up the final obligation. The obligation is measured at the present value of the
estimated future cash flows. The discount rates used for determining the present value of the obligation
under defined benefit plan are based on the market yields on Government securities as at the Balance
Sheet date. Actuarial gains and losses are recognized in other comprehensive income.
Defined benefit costs are categorised as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on
curtailments and settlements);
• net interest expense or income; and
• remeasurement
c. Compensated absences
Provision for compensated absences cost has been made based on actuarial valuation by an independent
actuary at balance sheet date.
The employees of the Company are entitled to compensated absences. The employees can carry-
forward a portion of the unutilized accrued compensated absence and utilize it in future periods or
receive cash compensation at termination of employment for the unutilized accrued compensated
absence. The Company records an obligation for compensated absences in the period in which the
employee renders the services that increase this entitlement. The Company measures the expected
cost of compensated absence as the additional amount that the Company expects to pay as a result of
the unused entitlement that has accumulated at the balance sheet date.
m) Income taxes
Income-tax expense comprises current tax and deferred tax charge or credit. It is recognised in profit or loss
except to the extent that it relates to items recognised directly in equity or other comprehensive income.
Current taxes
Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the
net profit or loss for the year. Current tax is measured at the amount expected to be paid to the tax authorities
in accordance with the taxation laws prevailing in India.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off
the recognised amounts, and it is intended to realise the asset and set off the liability on a net basis or
simultaneously.
Deferred taxes
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit
may not be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax
asset only to the extent it has sufficient taxable temporary differences or there is convincing other evidence
that sufficient taxable profit will be available against which such deferred tax asset can be realised.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it
has become probable that future taxable profits will be available against which they can be used. Deferred tax
is measured at the tax rates that are expected to be applied to deferred tax assets when they are realised or
deferred tax liabilities when they are settled, using tax rates enacted or substantively enacted at the reporting
date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or
on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realised simultaneously.
n) Earnings per share (‘EPS’)
Basic and diluted earnings per share are computed by dividing the net profit attributable to equity shareholders
for the year, by the weighted average number of equity shares outstanding during the year.
The number of shares used in computing diluted earnings per share comprises of weighted average number
of shares considered for deriving basic earning per share, and also the weighted average number of equity
shares which may be issued on conversion of all dilutive potential shares, unless the results would be anti –
dilutive.
o) Provisions and contingent liabilities
Provisions are recognized when the Company recognizes that it has a present obligation as a result of past
events, it is more likely than not that an outflow of resources will be required to settle the obligation and the
amount can be reasonably estimated.
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. If it is
no longer probable that an outflow of resources would be required to settle the obligation, the provision is
reversed.
p) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker (CODM). The CODM assesses the financial performance and position of the
company and makes strategic decisions. The company operates in one reportable business segment i.e.
travel and transportation vertical.
q) Investments
Investments in subsidiaries is carried at cost less accumulated impairment losses, if any. Where an indication
of impairment exists, the carrying amount of the investment is assessed and written down immediately
to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal
proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.
r) Government grants
Government grants are recognized when there is reasonable assurance that (i) the Company will comply with
the conditions attached to them, and (ii) the grant will be received.
s) Recent Indian Accounting Standards
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There
is no such notification which would have been applicable from 1 April 2020.
Charge for the year 2,108,638 95,809,012 10,390,201 529,235 23,308,339 132,145,425
Deletions/ disposals - 33,973,399 13,991,285 1,381,356 9,667,357 59,013,397
As at 30 June 2020 45,157,012 450,036,633 55,950,151 4,260,253 36,731,593 592,135,642
Net carrying amount
As at 30 June 2019 20,210,754 165,098,312 7,497,832 753,367 1,440,757 195,001,022
Capital work
in progress
As at 1 July 2018 4,357,652
Additions 7,993,988
Assets capitalisation during the year (4,357,652)
As at 30 June 2019 7,993,988
Additions 46,606,812
Assets capitalisation during the year (7,993,988)
As at 30 June 2020 46,606,812
Accumulated amortisation
As at 1 July 2018 348,321,747 309,557,964 657,879,711
Charge for the year 39,866,039 38,147,140 78,013,179
Deletions/ disposals - - -
As at 30 June 2019 388,187,786 347,705,104 735,892,890
Intangible assets
under development
As at 1 July 2018 -
Additions 107,462,741
Capitalisation during the year (105,702,741)
As at 30 June 2019 1,760,000
Additions 92,271,511
Capitalisation during the year (83,767,820)
As at 30 June 2020 10,263,691
The estimated amortisation for the year subsequent to 30 June 2020 is as follows:
Amortisation
expenses
₹
Year ending 30 June
th
2021 82,183,471
2022 74,238,662
2023 67,119,271
2024 37,836,193
2025 15,589,674
Total 276,967,271
5 Non-current investments
Unquoted investments
30 June 2020 30 June 2019
₹ ₹
Investment in equity instruments of subsidiaries
1,300,000 (30 June 2019: 1,300,000) Class A voting common stock of 57,979,585 57,979,585
Accelya Solutions Americas Inc. of USD 0.01 each fully paid up
111,000 (30 June 2019: 111,000) ordinary shares of Accelya Solutions UK 416,114,959 416,114,959
Limited of GBP 0.01 each fully paid up
Investments in Shares of Co-operative Banks carried at fair value through
profit or loss
Rupee Co-operative Bank Limited (unquoted)
5,000 (30 June 2019: 5,000) equity shares of ₹ 10 each fully paid up 50,000 50,000
Saraswat Co-operative Bank Limited (unquoted)
1,000 (30 June 2019: 1,000) equity shares of ₹ 10 each fully paid up 10,000 10,000
474,154,544 474,154,544
All units are in absolute numbers
Aggregate value of unquoted investments 474,154,544 474,154,544
45,028,266 38,554,998
Note: For movement of deferred tax assets/ (liabilities), please refer to note no. 33
11 Current investments
Non-trade, unquoted investments
30 June 2020 30 June 2019
₹ ₹
Investments in Mutual Fund carried at fair value through profit or loss
HDFC
33,858.799 Liquid Fund Div Reinvest of ₹ 1,019.82 (30 June 2019: 6,564.958 34,529,880 6,695,075
Liquid Fund Div Reinvest of ₹ 1,019.82) (net asset value of unquoted
investment)
ICICI Prudential
483,203.881 Liquid Fund Div Reinvest of ₹ 100.1482 (30 June 2019: 48,391,999 66,274,663
661,765.889 Liquid Fund Div Reinvest of ₹ 100.1482) (net asset value of
unquoted investment)
SBI Premier
11,699.353 Liquid fund Div reinvest of ₹ 1,014.7569 (30 June 2019: 24,238.399 11,871,999 24,317,174
Liquid fund Div reinvest of ₹ 1003.25) (net asset value of unquoted investment)
265,435,567 25,696,985
217,088,426 41,267,467
*The Company can utilize this balance only towards settlement of unclaimed dividend.
Margin money deposit
Margin money deposit represents deposit with banks for issue of bank guarantees to various authorities amounting to
₹ 4,360,321 (30 June 2019: ₹ 4,454,329) which are due to mature within twelve months of the reporting date.
1,935,536 20,801,920
Deposits 4,026,702 -
Interest accrued on bank deposits 1,074,429 520,773
Accrued service export incentive 61,724,306 -
Derivative asset - forward contracts 1,913,738 16,742,040
68,739,175 17,262,813
278,603,549 355,923,167
a. Reconciliation of the shares outstanding at the beginning and at the end of the year
Equity shares
30 June 2020 30 June 2019
Number of shares ` Number of shares `
At the beginning and end of the year 14,926,261 149,262,610 14,926,261 149,262,610
19 Other equity
30 June 2020 30 June 2019
₹ ₹
Reserves and surplus
Capital redemption reserve 9,538,260 9,538,260
Securities premium 316,984,098 316,984,098
General reserve 239,151,558 239,151,558
Retained earnings 1,644,485,783 1,189,588,775
2,210,159,699 1,755,262,691
9,145,130 880,797
21 Provisions
30 June 2020 30 June 2019
₹ ₹
38,947,152 40,738,311
22 Trade payables
30 June 2020 30 June 2019
₹ ₹
- Total outstanding dues of micro and small enterprises (refer to note 42) 1,235,186 4,009,587
- Total outstanding dues of creditors other than micro and small enterprises 234,592,235 167,185,824
235,827,421 171,195,411
Total trade payables from related parties (refer note no. 38) 116,571,705 74,629,768
191,317,809 200,593,888
# There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.
During the year, there has been a delay in payment of amount required to be transferred to Investor Education and
Protection Fund. The delay was due to technical issues on Ministry of Corporate Affairs (MCA) portal. The issue has been
resolved and payment has been made thereafter.
24 Provisions
30 June 2020 30 June 2019
₹ ₹
Provision for employee benefits
- Compensated absences (refer to note 34) 18,928,970 12,057,542
- Gratuity (refer to note 34) 31,705,573 19,742,499
50,634,543 31,800,041
Provision for income tax (net of advance tax ₹ 955,644,154 30 June 2019: 5,549,384 49,151,446
₹ 590,319,321)
5,549,384 49,151,446
18,435,487 84,791,797
* Deferred rent liability of ₹ 60,187,761 has been adjusted to Right-of-use assets pursuant to transition to Ind AS 116.
3,549,777,076 3,784,767,732
During the year ended 30 June 2020, ` 115,663,492 of unbilled revenue (Contract assets) which had an amount of
` 161,646,093 as at 01 July 2019, has been reclassified to trade receivables on completion of milestones and services.
28 Other income
30 June 2020 30 June 2019
₹ ₹
156,657,036 167,968,380
1,261,695,148 1,319,176,223
879,711,699 906,648,948
Payment to auditors
For services as auditor 7,000,000 6,600,000
For other services (including certification) 900,000 600,000
Reimbursement of expenses 537,500 390,094
8,437,500 7,590,094
33 Income taxes
30 June 2020 30 June 2019
₹ ₹
A. Amounts recognised in statement of profit or loss
Current tax
a) Current tax 281,856,863 517,694,523
b) Changes in estimates related to prior years ## 46,624,942 5,044,875
Deferred tax:
Attributable to:
c) Origination and reversal of temporary difference (25,816,901) (1,124,015)
302,664,904 521,615,383
## Changes in estimates related to prior years in current year is on account of additional tax provision made for
FY 2018-19.
Changes in estimates related to prior years in previous year is on account of additional tax provision made for FY 2017-18.
34 Employee benefits
Gratuity
The Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The liability towards gratuity is carried
out using projected unit benefit method. The Company provides the gratuity benefit through annual contributions to a
fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution
required to be paid by the Company.
30 June 2020 30 June 2019
₹ ₹
Changes in present value of obligations
a) Liability recognised in the balance sheet
i) Present value of obligation
Opening balance 107,471,988 85,880,290
Current service cost 12,859,880 10,878,026
Interest cost 7,485,162 7,037,171
Re-measurement (or Actuarial) (gain) / loss arising from:
- change in demographic assumptions (738,982) (17,174)
- change in financial assumptions 6,453,487 7,223,827
- experience variance (i.e. Actual experiences assumptions) 2,132,520 2,072,092
Benefits paid (5,717,362) (5,602,244)
Closing balance (i) 129,946,693 107,471,988
The Company estimates that the balance amount to be contributed to the gratuity fund during the financial year 2020-21
will be ` 42,647,577.
Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected
salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible
changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The results of sensitivity analysis is given below:
(Amount in `)
30 June 2020 30 June 2019
Particulars
Decrease Increase Decrease Increase
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
Compensated absences
Compensated absences as at balance sheet date, determined on the basis of actuarial valuation based on the 'Projected
unit credit method' is as below:
30 June 2020 30 June 2019
₹ ₹
Current provisions (refer note 24) 18,928,970 12,057,542
Non-current provisions (refer note 21) 38,947,152 40,738,311
57,876,122 52,795,853
The amount charged to the Statement of Profit and Loss is ₹ 8,884,180 (30 June 2019: ₹ 7,113,336)
Provident Fund
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to
make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The
amount recognized as an expense towards contribution to Provident Fund for the year aggregated to ₹ 39,092,483 (30
June 2019: ₹ 36,853,850).
35 Leases
Operating lease
The company has entered into non cancellable operating leases for office premises. Effective 1 July 2019, the Company
has adopted Ind AS 116, Leases, using modified retrospective method. The Company has elected the practical expedients,
which allows the Company not to reassess, its prior conclusions about lease identification, lease classification and initial
direct costs. The comparative information is not restated in the financial results. In the statement of financial results for
the current period, the nature of expenses in respect of operating leases has changed from lease rent in previous period
to amortisation cost for the right-of-use assets and finance cost for interest accrued on lease liability. On transition,
the adoption of the new standard resulted in recognition of Right-of-use asset of ₹ 504,412,292 and lease liability of
₹ 546,041,524.
Following are the changes in the carrying value of right of use assets for the year ended 30 June 2020:
Particulars Leasehold
premises
₹
Balance as of 1 July 2019 504,412,292
Deletions of right-of-use assets -
Amortisation (118,421,761)
Balance as of 30 June 2020 385,990,530
The aggregate depreciation expense on right of use assets of ₹ 118,421,761 is included under depreciation and
amortization expense in the Statement of Profit and Loss.
35 Leases (Continued)
The following is the break-up of current and non-current lease liabilities as at 30 June 2020:
Particulars As at
30 June 2020
₹
Current lease liabilities 94,652,400
Non-current lease liabilities 395,624,238
Total 490,276,638
The weighted average incremental borrowing rate of 10.25% has been applied to lease liabilities recognised in the
Balance Sheet at the date of initial application. The Company has used a single discount rate to a portfolio of leases with
similar characteristics.
Interest on lease liabilities is ₹ 54,863,102 for the year ended 30 June 2020.
Amount recognized in Statement of Profit and Loss
FY 2019-2020 Lease under Ind AS 116
Particulars As at
30 June 2020
₹
Interest on lease liabilities 54,863,102
Depreciation on right-of-use assets 118,421,761
Total 173,284,863
Rental expense recorded for short-term leases was ₹ 31,639,975 for the year ended 30 June 2020.
For FY 2018-2019 Operating Lease under Ind AS 17 lease expenses was ₹ 128,516,290.
The total cash outflow for leases is ₹ 132,631,041 for the year ended 30 June 2020, including cash outflow of short-term
leases.
The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present
value of future cash outflows for such extension periods as at 30 June 2020 is ₹ 586,755,415.
The Company does not have any lease restrictions and commitment towards variable rent as per the contract.
The difference between the future minimum lease rental commitments towards non-cancellable operating leases
reported as at 30 June 2019 compared to the lease liability as accounted as at 1 July 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease
liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Company
has chosen to apply the practical expedient as per the standard.
36 Financial instruments
Financial assets
Investments in Shares 5 - - 60,000 60,000 - - 60,000 60,000
of Co-operative Banks
Non current lease 6 - - 45,028,266 45,028,266 - - - -
deposits
Derivative financial 7 1,350,015 - - 1,350,015 - 1,350,015 - 1,350,015
assets - non current
Other non-current 7 - - 925,408 925,408 - - - -
financial assets
Other deposits 7 - - 9,599,223 9,599,223 - - - -
Mutual fund 11 101,764,793 - - 101,764,793 101,764,793 - - 101,764,793
investments
Trade receivables 12 - - 568,295,362 568,295,362 - - - -
Unbilled receivables - - 144,988,816 144,988,816 -
Current lease deposits 15 - - 1,935,536 1,935,536 - - - -
Cash and cash 13 - - 265,435,567 265,435,567 - - - -
equivalents
Other bank balances 14 - - 217,088,426 217,088,426 - - - -
Derivative financial 16 1,913,738 - - 1,913,738 - 1,913,738 - 1,913,738
assets - current
Other current 16 - - 66,825,437 66,825,437 - - - -
financial assets
Financial liabilities
Lease liabilities - non - - 395,624,238 395,624,238 - - - -
current ####
Derivative financial 20 8,680,380 - - 8,680,380 - 8,680,380 - 8,680,380
liabilities - non
current
Other non-current 20 - - 464,750 464,750 - - - -
financial liabilities
Trade payables 22 - - 235,827,421 235,827,421 - - - -
Lease liabilities - - - 94,652,400 94,652,400 - - - -
current ####
Derivative financial 23 31,047,410 - - 31,047,410 - 31,047,410 - 31,047,410
liabilities - current
Other current 23 - - 160,270,399 160,270,399 - - - -
financial liabilities
Financial assets
Investments in Shares 5 - - 60,000 60,000 - - 60,000 60,000
of Co-operative Banks
Non current lease 6 - - 38,554,998 38,554,998 - - - -
deposit
Derivative financial 7 14,118,150 - - 14,118,150 - 14,118,150 - 14,118,150
assets - non current
Other non-current 7 - - 412,043 412,043 - - - -
financial assets
Other deposits 7 - - 12,455,943 12,455,943 - - - -
Current investments 11 123,633,803 - - 123,633,803 123,633,803 - - 123,633,803
Trade receivables 12 - - 745,643,523 745,643,523 - - - -
Unbilled receivables - - 83,395,296 83,395,296 - - - -
Current lease deposits 15 20,801,920 20,801,920 - - - -
Cash and cash 13 - - 25,696,985 25,696,985 - - - -
equivalents
Other bank balances 14 - - 41,267,467 41,267,467 - - - -
Derivative financial 16 16,742,040 - - 16,742,040 - 16,742,040 - 16,742,040
assets - current
Other current financial 16 - - 520,773 520,773 - - - -
assets
Financial liabilities
Other non-current 20 - - 880,797 880,797 - - - -
financial liabilities
Trade payables 22 - - 171,195,411 171,195,411 - - - -
Derivative financial 23 5,491,650 - - 5,491,650 - 5,491,650 - 5,491,650
liabilities - current
Other current financial 23 - 195,102,238 195,102,238 - - - -
-
liabilities
568,295,362 745,643,523
Unbilled receivables is Rs 144,988,816 and Rs 83,395,296 as at 30 June 2020 and 30 June 2019 respectively.
The Company’s unbilled receivables generally ranges from 30 – 90 days.
Two customers accounted individually for more than 10% of the accounts receivable for the year ended
30 June 2020 (30 June 2019: Two customers accounted for more than 10% of accounts receivable). Three
customers accounted individually for more than 10% of the unbilled receivable and contract asset for the
year ended 30 June 2020 (30 June 2019: Four customers accounted for more than 10% of unbilled receivable
and contract asset)
Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks and financial institutions of
₹ 265,435,567 as at 30 June 2020. The credit worthiness of such banks and financial institutions is evaluated
by the management on an ongoing basis and is considered to be good.
Other than trade and other receivables, the Company has no other financial assets that are past due but not
impaired.
iii. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risk to the Company’s reputation. The Company has obtained fund and non-fund
based working capital lines from various banks. The Company also constantly monitors funding options
available in the debt and capital markets with a view to maintaining financial flexibility.
Exposure to liquidity risk
The table below analyses the Company's financial liabilities into relevant maturity groupings based on their
contractual maturities for:
* all non derivative financial liabilities
* Derivative financial instruments for which the contractual maturities are essential for understanding the
timing of the cash flows.
As at 30 June 2020
Non-derivative financial liabilities
Trade and other payables 235,827,421 - - - 235,827,421
Lease liability - non current - 137,643,375 331,974,263 - 469,617,638
Lease liability - current 144,269,356 - - - 144,269,356
Other current financial liabilities 160,270,399 - - - 160,270,399
Other non-current financial liabilities - - - 464,750 464,750
Derivative financial liabilities
Forward exchange contracts (gross settled)
- Outflow (983,168,418) (264,664,755) - - (1,247,833,173)
- Inflow 952,121,008 255,984,375 - - 1,208,105,383
As at 30 June 2019
Non-derivative financial liabilities
Trade and other payables 171,195,411 - - - 171,195,411
Other current financial liabilities 195,102,238 - - - 195,102,238
Other non-current financial liabilities - - - 880,797 880,797
Derivative financial liabilities
Forward exchange contracts (gross settled)
- Outflow (350,033,400) - - - (350,033,400)
- Inflow 344,541,750 - - - 344,541,750
As at 30 June 2020
Trade receivables 67,491,509 - 16,879,291 188,472,832 15,516,431 - -
Unbilled receivables 28,632,659 - 24,394,385 82,703,200 4,604,223 - -
EEFC accounts 60,830,186 - 22,931,825 231,848 - - -
Trade payables (74,048,925) - (7,060,980) (36,209,591) (2,864,989) (521,125) -
As at 30 June 2019
Trade receivables 110,163,149 - 50,991,489 288,348,286 9,654,433 - -
Unbilled receivables 28,892,214 - 26,155,389 13,156,247 1,143,640 - -
EEFC accounts - - 316,836 896,344 - - -
Trade payables (45,365,206) (18,186) (3,898,843) (30,818,400) (2,194,295) (306,559) -
Sensitivity analysis
A 10% strengthening/ weakening of the respective foreign currencies with respect to functional currency
of Company would result in increase or decrease in profit or loss and equity as shown in table below. This
analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact
of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the
date of statements of financial position.
(Amount in `)
Currency 30 June 2020 30 June 2019
Profit or loss Equity Profit or loss Equity
Strengthening Weakening Strengthening Weakening Strengthening Weakening Strengthening Weakening
EUR 1,477,116 (1,477,116) - - 3,246,639 (3,246,639) - -
AUD - - - - (1,819) 1,819 - -
GBP 3,956,805 (3,956,805) - - 1,581,740 (1,581,740) - -
USD (7,573,033) 7,573,033 - - (3,052,189) 3,052,189 - -
SGD 1,725,567 (1,725,567) - - 860,378 (860,378) - -
NZD (52,113) 52,113 - - (30,656) 30,656 - -
(Note: The impact is indicated on the profit/ loss and equity before tax basis)
37 Segmental reporting
Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating Decision Maker
(CODM) evaluates the Group's performance as a single business segment namely travel and transportation vertical. The
Company's CODM is Managing Director.
In accordance with paragraph 4 of Ind AS 108 “Operating Segments”, issued by the Central Government, the Company
has presented segmental information only on the basis of the consolidated financial statements (refer note 38 of
consolidated financial statements).
Other Key
Year Intermediate Fellow
Nature of transactions Holding Subsidiaries related management Total
ended holding subsidiaries
party personnel
Services rendered by the 30 June 2020 - 57,496,766 566,712,399 887,969,791 - - 1,512,178,956
Company
Claims raised for expenses 30 June 2020 - 8,910,225 42,215,900 13,527,742 - - 64,653,867
Claims received for expenses 30 June 2020 - 22,029,940 21,336,909 (4,392,757) - - 38,974,092
Dividend received
Accelya Solutions Americas Inc. 64,107,000 43,110,000
Accelya Solutions UK Limited 37,624,005 44,905,594
Dividend paid
Accelya Holding World S.L.U. 278,582,375 546,021,455
Gurudas Shenoy 54,125 106,085
Neela Bhattacherjee 52,225 102,361
Ninad Umranikar 114,875 225,155
Remuneration
Neela Bhattacherjee 20,142,599 18,050,905
Gurudas Shenoy 9,925,624 14,410,903
Ninad Umranikar 4,275,734 4,222,747
Sitting fees
K.K. Nohria 120,000 370,000
Sekhar Natarajan 720,000 520,000
Nani Javeri 720,000 455,000
Sangeeta Singh 810,000 480,000
Commission
K.K. Nohria - 100,000
Sekhar Natarajan 100,000 100,000
Nani Javeri 100,000 100,000
Sangeeta Singh 100,000 100,000
As at As at
Balances outstanding
30 June 2020 30 June 2019
Payable
Accelya Solutions Americas Inc. - 3,544,985
Accelya Solutions UK Limited - 4,392,757
Accelya Holding World S.L.U. 50,223,068 -
Sky Bidco S.L.U. - 29,345,613
Accelya World S.L.U. 23,331,309 17,884,768
Accelya UK Ltd 7,060,980 3,898,843
Accelya Middle East FZE 35,956,348 15,562,802
Trade receivables
Accelya Solutions Americas Inc. 6,398,720 109,926,714
Accelya Solutions UK Limited 26,579,743 31,346,682
Accelya Holding World S.L.U. 12,864,093 743,386
Sky Bidco S.L.U. - 55,788,524
Accelya World S.L.U. 37,656,851 43,133,833
Accelya UK Ltd 6,104,677 21,340,701
Accelya France SAS 3,564,676 8,511,867
Accelya America, S.A. de C.V. 1,963,326 2,935,572
Accelya Portugal Unipessoal Ltda. 3,163,883 3,135,542
Accelya Middle East FZE 25,234,783 37,708,122
Accelya Services India Private Limited 4,811,650 145,609
As at As at
Balances outstanding
30 June 2020 30 June 2019
Unbilled receivables
Accelya Solutions Americas Inc. 66,048,612 126,944
Accelya Solutions UK Limited - 45,733
Accelya Holding World S.L.U. 2,421,756 -
Sky Bidco S.L.U. - 1,873,654
Accelya World S.L.U. 23,044,236 26,990,233
Accelya UK Ltd 24,353,014 26,461,709
Accelya France SAS 6,560,629 -
Accelya Portugal Unipessoal Ltda. - 86,048
Accelya Middle East FZE 85,240 874,833
Investment in subsidiary
Accelya Solutions Americas Inc. 57,979,585 57,979,585
Accelya Solutions UK Limited 416,114,959 416,114,959
**** The above figures do not include provisions for encashable leave as separate actuarial valuations are not available.
The Company’s management is of the opinion that its international transactions with related parties are at arms
length and that the Company is in compliance with the transfer pricing legislation. Based on the above, the Company’s
management believes that the aforesaid legislation will not have any impact on the financial statements, particularly on
the amount of tax expense and that of the provision for tax.
40 Contingent liabilities
The Company has reviewed all its pending litigation and proceedings and has adequately provided where provision are
required. The Company has disclosed contingent liabilities wherever applicable. The resolution of these legal proceedings
is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.
In February 2019, the Supreme Court of India in its judgement clarified the applicability of allowances that should
be considered to measure obligations under Employees Provident Fund Act, 1952. However, there are numerous
interpretative aspects related to the judgement, including the effective date of application. In view of the above, the
Company has assessed the liability which is not significant. The Company will continue to assess any further developments
in this matter for the implications on financial statements, if any.
42 Disclosure under Micro Small and Medium Enterprises Development (MSMED) Act, 2006
Based on information and records available, the Company has following dues to micro and small enterprises during the
years ended 30 June 2020 and 30 June 2019 and as at 30 June 2020 and 30 June 2019.
As at As at
Particulars 30 June 2020 30 June 2019
₹ ₹
Principal amount and the interest due thereon remaining unpaid to any 1,235,186 4,009,587
supplier as at the year end
Amount of interest paid by the Company in terms of section 16 of the - -
MSMED, along with the amount of the payment made to the supplier
beyond the appointed day during the accounting year
Amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under the MSMED
Amount of interest accrued and remaining unpaid at the end of the - -
accounting year; and
The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
a deductible
46 Subsequent events
Dividends paid during the year ended 30 June, 2020 include an amount of ₹ 15 per equity share towards final dividend
for the year ended 30 June, 2019 and an amount of ₹ 10 per equity share towards interim dividends for the year ending
30 June, 2020. Dividends paid during the year ended 30 June, 2019 include an amount of ₹ 32 per equity share towards
final dividend for the year ended 30 June, 2018 and an amount of ₹ 17 per equity share towards interim dividends for
the year ending 30 June, 2019.
Dividends declared by the Company are based on profits available for distribution. Distribution of dividends out of
general reserve and retained earnings is subject to applicable dividend distribution tax.
47 Impact of COVID 19
The COVID 19 pandemic, the country-wide lockdown and the far-reaching travel restrictions in various geographies
across the globe have affected the airline and travel industry in an unprecedented way. As the Company’s business model
is principally based on per transaction pricing, the Company’s revenue which is linked to airline passenger transactions
has been impacted.
The Company had adopted various business continuity measures from the beginning of lockdown to ensure the safety
and wellbeing of all its employees, including providing IT infrastructure and connectivity wherever possible, to enable
employees to work from home. As a result of this, the Company has been able to service its customers and ensure that
the operations are minimally affected.
The Company is closely monitoring the impact on its customers on account of the COVID 19 Pandemic and the impact of
external factors. As the Company’s revenues are linked to airline passenger transactions a reduction in revenues in the
ensuing quarters is assessed. However, in many contracts with the customers, the Company’s revenue stands protected
to the extent of the agreed minimum billing. As and when the restrictions are eased across geographies and there is a
revival of the economy, the Company expects to see demand revival in the airline and travel industry, and accordingly in
the revenues of the Company. At present, the Company does not foresee any material adverse impact in the demand
for the software solutions and the Company is well positioned to fulfil its obligations relating to existing contracts /
arrangements. The management has taken into consideration internal and external sources of information including
economic forecasts and industry reports in determining the impact on various elements on its financial results.
Management continuously monitors the market dynamics and keeps evaluating events that have impact on the airline
and travel industry. Management has used the principle of prudence in applying judgements, estimates and assumptions
including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying
amount of trade receivables including unbilled receivables and other current and non-current assets.
Management believes that it has taken into account all possible impact of known events arising from COVID 19 pandemic
in the preparation of these financial results. The eventual outcome of impact of the global pandemic may be different
from those estimated as on the date of approval of these financial results. Management has assessed the impact of
existing and anticipated effects of COVID 19 pandemic on the future cash flow projections considering various scenarios.
The Company believes that it shall be able to meet its commitments and in addition, the funds are expected to be
generated from its operating activities. To manage the impact on profitability resulting from reduced revenues due
to COVID 19, the Company has implemented and continues to implement various cost control measures across the
organization including reducing the cost of human resources (with the consent of relevant employees), travel, marketing
and events, etc. to conserve cash to address any uncertainties in evolving situations.
Based on the aforesaid assessment the Management strongly believes that as per estimates made conservatively, it will
continue as a going concern.
48 Other matters
Information with regard to other matters specified in Schedule III - Division II to the Act is either nil or not applicable to
the Company for the year.
To the Members of
Accelya Solutions India Limited
Report on the Audit of Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Accelya Solutions India Limited (hereinafter referred to as
the ‘Holding Company”) and its subsidiaries(Holding Company and its subsidiaries together referred to as “the Group”),
which comprise the consolidated balance sheet as at 30 June 2020, and the consolidated statement of profit and loss
(including other comprehensive income), consolidated statement of changes in equity and consolidated statement
of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial
statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated
state of affairs of the Group, as at 30 June 2020, of its consolidated profit and other comprehensive income, consolidated
changes in equity and consolidated cash flows for the year then ended.
Key audit matters How our audit addressed the key audit matter
- application of revenue recognition accounting standard On selected specific samples of contracts, we tested that
(Ind AS 115, Revenue from Contracts with customers) the revenue recognized is in accordance with the revenue
is complex and involves a number of key judgments and recognition accounting standard -
estimates mainly identifying performance obligations, - Evaluated the identification of performance obligation
related transaction price and estimating the future and the ascribed transaction price;
efforts-to-complete these contracts, which is used to - Tested Group’s computation of the estimation of
determine the percentage of completion of the relevant efforts required to complete the contract and onerous
performance obligation; obligation, if any.
- Estimated effort is a critical estimate to determine - Assessed that the estimates of time required to complete
revenues for fixed price development contract. This were reviewed and approved by appropriate levels in the
estimate has a high inherent uncertainty as it requires Group; and
consideration of progress of the contract, efforts incurred - Performed a retrospective review of efforts incurred
till date and efforts required to complete the remaining with estimated efforts to identify significant variations
contract performance obligations. and assess whether those variations are required to
- these contracts may involve onerous obligations which be considered in estimating the remaining efforts to
requires critical assessment of foreseeable losses to be complete the contract.
made by the Group.
Valuation of trade receivable in view of risk of credit losses (Refer Note 2(d)(iii) and 12 to the consolidated financial statements)
The Group determines allowances for credit losses on In view of the significance of the matter, we applied the
historical loss experience adjusted to reflect the current and following audit procedures in this area, among others to
estimated future economic conditions. obtain sufficient appropriate audit evidence.
As at 30 June 2020, the Group’s trade receivables accounted - Assessed the appropriateness of accounting policy for
for 21 % of the Group’s total assets as at that date. expected credit loss as per the relevant accounting
The Group measures expected credit loss on trade receivables standard;
based on a provision matrix which is based on significant - Obtained an understanding of and assessed the design,
judgement and estimates i.e.: implementation and operating effectiveness of key
- historical default rate; controls relating to collection monitoring process;
- age analysis of the receivables; - Tested the IT controls relating to classification of the
- loss rate in provisioning matrix depending on days past receivable balances included in the receivables ageing
due; report, by involving the IT specialists;
- adjustments to historical experience based on future - For samples selected using statistical sampling,
economic and market conditions; circularized independent confirmations for balances
- relevant current customer specific conditions; and outstanding at year-end and where confirmations were
- other relevant factors including forward-looking not received, performed alternate testing procedures.
information at the reporting date such as subsequent This includes testing, on a sample basis, subsequent
settlement and future collectability. collections for the outstanding receivables;
Further, the outstanding of customers could be impacted - Enquired with management and obtained comments and
by the economic conditions consequent to the pandemic recovery plans for trade receivables outstanding for more
relating to Covid-19. than 180 days;
We have considered assessment of expected credit loss for - Assessed the reasonableness of methodology used by
receivables as a key audit matter because of the significance the Group to estimate expected credit loss provision;
of balance of trade receivables to the balance sheet - Assessed the reasonableness of estimate of expected
and because of the significant judgement involved in its credit losses by obtaining an understanding of the key
estimation particularly in the context of pandemic relating assumptions used in estimating the expected credit
to Covid – 19. losses such as payment trends, current economic
conditions, industry analysis reports and forward-looking
information etc.
- Assessed the adequacy of disclosures relating to trade
receivables and related credit risk.
Other Information
The Holding Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Holding Company’s annual report, but does not include the
financial statements and our auditors’ report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these
consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated
state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity
and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Management
and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing
and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for
the purpose of preparation of the consolidated financial statements by the Management and Directors of the Holding
Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies
included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the respective
Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial
reporting process of each company.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on the internal financial controls with reference to the consolidated financial statements and the operating
effectiveness of such controls based on our audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting
in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this
assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of financial information of such entities.
We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion
on the consolidated financial statements.
We communicate with those charged with governance of the Holding Company, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive
income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with
by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of
the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section
133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company (which is a
Company incorporated in India) as on 30 June 2020 taken on record by the Board of Directors of the Holding
Company, none of the directors of the Holding Company is disqualified as on 30 June 2020 from being appointed
as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to consolidated financial statements
of the Holding Company, which is a Company incorporated in India, and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A”.
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statements disclose the impact of pending litigations as at 30 June 2020 on the
consolidated financial position of the Group. Refer Note 41 to the consolidated financial statements.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind
AS, for material foreseeable losses, on long-term contracts including derivative contracts. Refer Note 48 to the
consolidated financial statements in respect of such items as it relates to the Group.
iii. The Holding Company has delayed in transferring amounts of Rs 1,336,850, required to be transferred to the
Investor Education and Protection Fund. Refer Note 24 to the consolidated financial statements.
iv. The disclosures in the consolidated financial statements regarding holdings as well as dealings in specified bank
notes during the period from 8 November 2016 to 30 December 2016 have not been made in the financial
statements since they do not pertain to the financial year ended 30 June 2020.
C. With respect to the matter to be included in the Auditor’s report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid during the
current year by the Holding Company (which is incorporated in India), to its directors is in accordance with the
provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company, is not in excess
of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details
under Section 197(16) which are required to be commented upon by us.
Rajiv Shah
Partner
Place : Mumbai Membership No: 112878
Date : 20 August 2020 ICAI UDIN: 20112878AAAAAO4093
(Referred to in paragraph A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
Opinion
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 30
June 2020, we have audited the internal financial controls with reference to consolidated financial statements of Accelya
Solutions India Limited (hereinafter referred to as “the Holding Company”), which is a company incorporated in India,
as of that date.
In our opinion, the Holding Company, has in all material respects, adequate internal financial controls with reference
to consolidated financial statements and such internal financial controls were operating effectively as at 30 June 2020,
based on the internal financial controls with reference to consolidated financial statements criteria established by the
Holding Company considering the essential components of such internal controls stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the
“Guidance Note”).
The respective Company’s management and the Board of Directors are responsible for establishing and maintaining
internal financial controls with reference to consolidated financial statements based on the criteria established by
the respective Company considering the essential components of internal control stated in the Guidance Note. 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 the respective
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under
the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls
with reference to consolidated financial statements. 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 with reference to consolidated financial statements were 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
with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to consolidated financial statements included obtaining an understanding of internal financial
controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the consolidated 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 internal financial controls with reference to consolidated financial statements.
A company's internal financial controls with reference to consolidated financial statements 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
controls with reference to consolidated financial statements 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 authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 with Reference to consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements,
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 with
reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls
with reference to consolidated financial statements may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Rajiv Shah
Partner
Place : Mumbai Membership No: 112878
Date : 20 August 2020 ICAI UDIN: 20112878AAAAAO4093
Expenses
Employee benefits expense 30 1,329,309,456 1,392,589,659
Depreciation and amortisation expense 31 324,465,176 167,002,250
Operating and other expense 32 1,265,987,512 1,240,367,427
Finance costs 55,469,192 -
Total expenses 2,975,231,336 2,799,959,336
The accompanying notes referred to above form an integral part of the financial statements 3 - 51
As per our report of even date attached
For B S R & Co. LLP For and on behalf of Board of Directors
Chartered Accountants Accelya Solutions India Limited
Firm's Registration No: 101248W/W-100022 CIN: L74140PN1986PLC041033
Rajiv Shah John Johnston Neela Bhattacherjee
Partner Chairman Managing Director
Membership No: 112878 DIN: 07258586 DIN: 01912483
London Mumbai
Gurudas Shenoy Ninad Umranikar
Chief Financial Officer Company Secretary
Membership No: ACS14201
Place : Mumbai Place : Mumbai Pune
Date : 20 August 2020 Date : 20 August 2020
146
for the year ended 30 June 2020
A. Equity share capital (Amount in `)
Note Number of shares Amount
Balance as at 1 July 2018 14,926,866 149,268,660
Changes in equity share capital during 2018-19 - -
Balance as at 30 June 2019 19 14,926,866 149,268,660
Changes in equity share capital during 2019-20 - -
Balance as at 30 June 2020 19 14,926,866 149,268,660
B. Other equity
Attributable to the owners of the Company
Reserves & Surplus Items of OCI
Particulars Capital Remeasurement
Securities General Retained Translation Total
redemption of defined benefit
Consolidated Financial Statements
Other changes
Interim dividend - - - (253,746,437) - - (253,746,437)
Dividend distribution tax on interim dividend - - - (52,158,326) - - (52,158,326)
Dividend distribution tax credit - - - 18,091,860 - - 18,091,860
Final equity dividend - - - (477,640,352) - - (477,640,352)
Dividend distribution tax on final dividend - - - (98,180,380) - - (98,180,380)
Balance at 30 June, 2019 9,538,260 316,984,098 236,953,435 1,287,025,496 (16,105,004) (8,052,641) 1,826,343,644
The accompanying notes referred to above form an integral part of the financial statements (refer note no. 3 to 51)
As per our report of even date attached
For B S R & Co. LLP For and on behalf of Board of Directors
Chartered Accountants Accelya Solutions India Limited
Firm's Registration No: 101248W/W-100022 CIN: L74140PN1986PLC041033
Rajiv Shah John Johnston Neela Bhattacherjee
147
Consolidated Financial Statements
Consolidated Financial Statements
Net cash flow generated from operating activities (A) 1,309,151,656 869,301,575
Net increase/ (decrease) in cash and cash equivalents (A+B+C) 166,215,321 (28,734,022)
Effect of exchange differences on cash and cash equivalents held in
7,021,231 827,623
foreign currency
Cash and cash equivalents at the beginning of the year 214,544,964 242,451,363
Cash and cash equivalents at the end of the year 387,781,516 214,544,964
The accompanying notes referred to above form an integral part of the financial statements (refer note no. 3 to 51)
1 Corporate information
Accelya Solutions India Limited (“Accelya” or “the Company”) is a software solutions provider to the global Airline
and Travel industry.
Accelya delivers world class software products, managed processes, technology and hosting services. Accelya’s
industry solutions are driven by active partnerships with industry bodies and customers, and significant domain
knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match
their requirements. The company is a public limited company and domiciled in India. The address of the corporate
office is Accelya Enclave, 685/2B & 2C, 1st Floor, Sharada Arcade, Satara Road, Pune, Maharashtra, India, 411037
The board of directors approved the consolidated financial statements for the year ended 30 June 2020 and
authorized for issue on 20 August 2020.
The list of subsidiaries considered in these consolidated financial statements as at 30 June 2020 with percentage
holding is summarized below:
results and growth rate and anticipated future economic and regulatory conditions. The estimated
cash flows are developed using internal forecasts.
(vi) Revenue Recognition
Revenue for fixed-price contract is recognised using percentage-of completion method. The
Company uses judgement to estimate the future efforts-to-completion of the contracts which is
used to determine the degree of completion of the performance obligation.
(vii) Leases
The Group evaluates if an arrangement qualifies to be a lease based on the requirements of the
relevant standard. Computation of the lease liabilities and right-to-use assets requires management
to estimate the lease term (including anticipated renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both
periods covered by an option to extend the lease if the Group is reasonably certain to exercise that
option; and periods covered by an option to terminate the lease if the Group is reasonably certain
not to exercise that option. In assessing whether the Group is reasonably certain to exercise an
option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant
facts and circumstances that create an economic incentive for the Group to exercise the Option to
extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease
term if there is a change in the non-cancellable period of a lease.
The discount rate is generally based on the incremental borrowing rate specific to the lease being
evaluated or for a portfolio of leases with similar characteristics.
e) Basis of consolidation
i. Business combination
Business combinations are accounted for using the acquisition accounting method as at the date of
the acquisition, which is the date at which control is transferred to the Company. The consideration
transferred in the acquisition and the identifiable assets acquired, liabilities assumed and contingent
liabilities that meet the condition for recognition are recognised at fair values on their acquisition
date.
Purchase consideration paid in excess of the fair value of net assets acquired is recognised as
goodwill. Any goodwill that arises is tested annually for impairment. Transaction costs are expensed
as incurred, except to the extent related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships with the acquiree. Such amounts are generally recognised in profit or loss.
ii. Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed
to, or has right to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences until
the date on which control ceases.
iii. Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised income and expenses arising from
intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity
accounted investees are eliminated against the investment to the extent of the Group's interest in
the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Building 30 years
Plant and machinery and computer equipment 3 to 6 years
Furniture and fixtures, Equipment and other assets 4 to 6 years
Vehicles 5 years
Leasehold improvements To be amortized over the lesser of the period of
lease and the useful life of the asset
The useful lives are reviewed by the management at each financial year-end and revised, if appropriate. In
case of a revision, the unamortised depreciable amount is charged over the revised remaining useful life.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated
with the expenditure will flow to the company.
g) Goodwill and other Intangible assets
i. Goodwill
For measurement of goodwill that arises on a business combination (see note 2(e) (i)). Subsequent
measurement is at cost less any accumulated impairment losses.
ii. Other Intangible assets
Intangible assets that are acquired by the Company are measured initially at cost. After initial
recognition, an intangible asset is carried at its cost less any accumulated amortisation and any
accumulated impairment loss, if any. Amortisation is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life and amortisation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis.
Subsequent expenditure is capitalised only when it increases the future economic benefits from
the specific asset to which it relates. An intangible asset is derecognised on disposal or when no
future economic benefits are expected from its use.
i) Revenue recognition
Revenue is derived primarily from transaction processing, managed processes, technology and hosting
services, licensing of software products, related implementation and maintenance services.
Effective 1 July 2018, the Company has applied Ind AS 115, Revenue from Contracts with Customers, using
the cumulative effect method. The impact of adoption of the standard on the financial statements of the
Company is insignificant.
Revenues from customer contracts are considered for recognition and measurement when the contract
has been approved by the parties, and the parties to contract are committed to perform their respective
obligations. Revenue is recognised upon transfer of control of promised products or services to customers
in an amount that reflects the consideration which the Company expects to receive in exchange for those
products or services. When there is uncertainty as to collectability, revenue recognition is postponed until
such uncertainty is resolved.
• Revenues from transaction processing service i.e. airline ticket and coupon processing charges is
recognized on output basis measured by units delivered, efforts expended, number of transactions
processed, etc.
• Revenue from time and material contracts is recognised as the related services are performed and
revenue from the end of the last billing to the balance sheet date is recognised as unbilled revenue.
• Revenue from sale of user licenses where the customer obtains a ‘right to use’ the licenses is
recognized at the time the license is made available to the customer, except in case of multiple
element contracts which require significant implementation services and customization, the entire
arrangement is considered to be a significant performance obligation and revenue is recognised
using the percentage of completion method as the implementation and customization is performed.
Revenue from fixed-price contracts, where the performance obligations are satisfied over time and
where there is no uncertainty as to measurement or collectability of consideration, is recognised
based on percentage of completion method considering the actual time spent on the contract to
the total estimate time to complete the contract.
• Revenue related to fixed price maintenance and support services contracts is recognised based on
time elapsed mode and revenue is straight lined over the period of performance.
• Revenue related to client training and other services are recognized as the related services are
performed.
The Company exercises judgement in determining whether the performance obligation is satisfied
at a point in time or over a period of time. The Company considers indicators such as how customer
consumes benefits as services are rendered or who controls the asset as it is being created or existence
of enforceable right to payment for performance to date and alternate use of such product or service,
transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume
discounts and price concessions, if any, as specified in the contract with the customer. Revenue also
excludes taxes collected from customers.
Contract assets are recognised when there is excess of revenue earned over billings on contracts where
the rights are conditional on something other than passage of time. Contract are classified as unbilled
receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only
passage of time is required, as per contractual terms.
Deferred revenue (“contract liability”) is recognised when there is billings in excess of revenues.
In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable
costs of meeting the obligations under a contract exceed the economic benefits to be received.
Contracts are subject to modification to account for changes in contract specification and requirements.
The Company reviews modification to contract in conjunction with the original contract, basis which the
transaction price could be allocated to a new performance obligation, or transaction price of an existing
obligation could undergo a change.
In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
The Company disaggregates revenue from contracts with customers primary by geographical market and
service lines.
Interest income is recognized on a time proportion basis taking into account the amount outstanding and
the rate applicable. Dividend income is recognized when the right to receive dividend is established.
Dividend is recognised in profit or loss only when the right to receive payment is established, it is probable
that the economic benefits associated with the dividend will flow to the company, and the amount of the
dividend can be measured reliably.
j) Leases
Policy applicable before 1 July 2019
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.
Operating Lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased asset are classified as operating leases. Rental expenses from operating lease in the books of lessee
are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease
term, unless the lease agreement explicitly states that increase is on account of inflation. Contingent
rentals arising under operating leases are recognised as an expense in the period in which they incurred.
Finance Lease
Leases under which the Company being lessee assumes substantially all the risks and rewards of
ownership are classified as finance leases. The lower of fair value of asset and present minimum lease
rentals is capitalised as fixed assets with corresponding amount shown as lease liability. Lease payments
are apportioned between the finance charges and reduction of the lease liability based on the implicit rate
of return. Finance charges are charged to the statement of profit and loss. Lease management fees, legal
charges and other initial direct costs are capitalised. If there is no reasonable certainty that the company
will obtain the ownership by the end of the lease term, capitalised leased assets are depreciated over the
shorter of the estimated useful life of the asset or the lease term on a straight-line basis.
Policy applicable with effect from 1 July 2019
The Company as a lessee
"The Company’s lease asset classes primarily consist of leases for buildings.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the
period of the lease and
(iii) the Company has the right to direct the use of the asset."
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”)and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term
of twelve months or less (short-term leases) and low value leases. For these short-term and low value
leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over
the term of the lease.
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease
term at the lease commencement date. The cost of the right-of-use asset measured at inception shall
comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying
asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any
accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement
of the lease liability. The right-of-use assets is depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-of-use assets or the end of
the lease term. Right-of-use assets are tested for impairment whenever there is any indication that their
carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the Statement of Profit
and Loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at
the commencement date of the lease. The lease payments are discounted using the interest rate implicit
in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
Generally, the Company uses its incremental borrowing rate as the discount rate. Lease liabilities are
remeasured with a corresponding adjustment to the related right of use asset if the Company changes its
assessment as to whether it will exercise an extension or a termination option. For leases with reasonably
similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing
rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.
The lease liability is subsequently measured at amortised cost using the effective interest rate method.
It is remeasured when there is a change in future lease payments arising from a change in Company’s
assessment of whether it will exercise a purchase, extension or termination option.
Lease liability is further bifurcated into current and non-current portion; and the right-of-use assets have
been separately presented in the Balance Sheet and lease payments have been classified as financing
activities in the Statement of Cash Flow.
Further the company has applied the practical expedient pertaining to COVID 19 related rent concessions,
wherein the rent concessions are accounted as if it were not a lease modification i.e as a negative variable
lease payment
Transition to Ind AS 116
"Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment
Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS
116 Leases which replaces the existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS
116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for
both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees. The
standard includes two recognition exemptions for lessees — leases of 'low value' assets (e.g., personal
computers) and short-term leases (i.e., leases with a lease term of 12 months or less).
The Company has adopted Ind AS 116, effective annual reporting period beginning July 1, 2019 and applied
the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard,
recognised on the date of initial application (July 1, 2019). Accordingly, the Company has not restated
comparative information.
The Company has recorded the lease liability as the present value of the remaining lease payments,
discounted at the incremental borrowing rate as at July 1, 2019 and the right of use asset at an amount
equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments related to
that lease recognized. For transition, the Company has elected not to apply the requirements of Ind AS
116 to leases which are expiring within 12 months from the date of transition by class of asset and leases
for which the underlying asset is of low value on a lease-bylease basis
The Company has also used the practical expedient provided by the standard and therefore, has not
reassessed whether a contract, is or contains a lease, at the date of initial application, relied on its
assessment of whether leases are onerous, applying Ind AS 37 immediately before the date of initial
application as an alternative to performing an impairment review and used hindsight when determining
the lease term if the contract contains options to extend or terminate the lease.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to
depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.
The Company does not have any lease contracts wherein it acts as a lessor.
On transition, the adoption of the new standard resulted in recognition of right-of-use asset of ` 5,113.3
lakhs and a lease liability of ` 5,529.3 lakhs. Ind AS 116 will result in an increase in cash inflows from
operating activities and an increase in cash outflows from financing activities on account of lease payments.
k) Foreign currency transactions and balances
i. Foreign currency Transactions and Balances
Transactions denominated in foreign currency are recorded at the exchange rates prevailing on the
date of transactions. Exchange differences arising on foreign exchange transactions settled during
the year are recognised in the Statement of Profit and Loss for the year.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are
translated into Indian rupees at the closing exchange rates on that date. The resultant exchange
differences are recognised in the Statement of Profit and Loss.
Non-monetary items that are measured at fair value in a foreign currency, are translated using the
exchange rates at the date when the fair value is measured. Exchange differences arising out of
these translations are recognized in the statement of profit and loss.
Translation of foreign operations
The assets and liabilities of foreign operations (subsidiaries, associates, joint arrangements,
branches) including goodwill and fair value adjustments arising on acquisition, are translated into
INR, the functional currency of the company, at the exchange rates at the reporting date. The
income and expenses of foreign operations are translated into INR at the exchange rate at the date
of the transaction or an average rate if the average rate approximates the actual rate at the date
of the transaction.
When a foreign operation is disposed of in its entirety or partially such that control, significant
influence or joint control is lost, the cumulative amount of exchange differences related to that
foreign operation recognised in OCI is reclassified to profit or loss as part of the gain or loss on
disposal. If the group disposes of part of its interest in a subsidiary but retains control, then the
relevant proportion of the cumulative amount is re-allocated to NCI. When the group disposes of
only a part of its interest in an associate or a joint venture while retaining significant influence or
joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
l) Financial Instruments:
I. Financial Assets:
Classification
On initial recognition the Company classifies financial assets as measured at amortised cost, fair
value through other comprehensive income or fair value through profit or loss on the basis of its
business model for managing the financial assets and the contractual cash flow characteristics of
the financial asset.
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated
Statement of Profit and Loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance
sheet if there is a currently enforceable legal right to offset the recognised amounts and there is
an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Derivative financial instruments
The Company uses derivative financial instruments, such as foreign exchange forward contracts
to manage its exposure to foreign exchange risks. Such derivative financial instruments are
initially recognised at fair value on the date on which a derivative contract is entered into and are
subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair value is negative.
m) Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the
most advantageous market to which the Company has access at that date. The fair value of a liability
reflects its non-performance risk.
A number of the Company’s accounting policies and disclosures require the measurement of fair values,
for both financial and non-financial assets and liabilities. When one is available, the Company measures
the fair value of an instrument using the quoted price in an active market for that instrument. A market is
regarded as active if transactions for the asset or liability take place with sufficient frequency and volume
to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then
the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise
the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market
participants would take into account in pricing a transaction.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Company measures
assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence
of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the
fair value of the consideration given or received.
n) Employee benefit
i. Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are
classified as short-term employee benefits. These benefits include salaries and wages, bonus and
ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for
employee service is recognised as an expense at an undiscounted amount in the Statement of
Profit and Loss as the related service is rendered by employees.
ii. Post-employment benefits
Defined Contribution Plan
Contributions to defined contribution schemes such as employees’ state insurance, labour welfare
fund, etc. are charged as an expense based on the amount of contribution required to be made
as and when services are rendered by the employees. Company’s provident fund contribution,
in respect of certain employees, is made to a government administered fund and charged as
an expense to the Statement of Profit and Loss. The above benefits are classified as Defined
Contribution Schemes as the Company has no further defined obligations beyond the monthly
contributions.
Deferred tax is not recognised for temporary differences related to investments in subsidiaries, associates
and joint arrangements to the extent that the Group is able to control the timing of reversal of the
temporary differences and it is probable that they will not reverse in the foreseeable future.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent
that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to deferred tax assets when
they are realised or deferred tax liabilities when they are settled, using tax rates enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis
or their tax assets and liabilities will be realised simultaneously.
p) Earnings per share (‘EPS’)
Basic and diluted earnings per share are computed by dividing the net profit attributable to equity
shareholders for the year, by the weighted average number of equity shares outstanding during the year.
The number of shares used in computing diluted earnings per share comprises of weighted average
number of shares considered for deriving basic earning per share, and also the weighted average number
of equity shares which may be issued on conversion of all dilutive potential shares, unless the results
would be anti – dilutive.
q) Provisions and contingent liabilities
Provisions are recognized when the Company recognizes that it has a present obligation as a result of past
events, it is more likely than not that an outflow of resources will be required to settle the obligation and
the amount can be reasonably estimated.
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. If it
is no longer probable that an outflow of resources would be required to settle the obligation, the provision
is reversed.
r) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker (CODM). The CODM assesses the financial performance and position of the
company and makes strategic decisions. The company operates in one reportable business segment i.e.
travel and transportation vertical.
s) Investments
Investments in subsidiaries is carried at cost less accumulated impairment losses, if any. Where an
indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between
net disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.
t) Government grants
Government grants are recognized when there is reasonable assurance that (i) the Company will comply
with the conditions attached to them, and (ii) the grant will be received.
u) Recent Indian Accounting Standards
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards.
There is no such notification which would have been applicable from 1 April 2020.
Accumulated depreciation
As at 1 July 2018 40,939,736 378,157,527 57,343,416 5,916,482 22,519,137 504,876,298
Charge for the year 2,108,638 81,708,967 4,067,945 529,236 574,285 88,989,071
Deletions/ disposals - 68,327,459 - 1,333,344 - 69,660,803
Translation - 1,703 6,125 - - 7,828
As at 30 June 2019 43,048,374 391,540,738 61,417,486 5,112,374 23,093,422 524,212,394
Charge for the year 2,108,638 95,989,430 10,390,201 529,236 23,308,338 132,325,843
Deletions/ disposals - 33,973,398 13,991,285 1,381,356 9,667,357 59,013,396
Translation - 304,841 164,125 - - 468,966
As at 30 June 2020 45,157,012 453,861,611 57,980,527 4,260,254 36,734,403 597,993,807
Capital work in
progress
`
As at 1 July 2018 4,357,652
Additions 7,993,988
Assets capitalisation during (4,357,652)
the year
As at 30 June 2019 7,993,988
Additions 46,606,812
Assets capitalisation during (7,993,988)
the year
As at 30 June 2020 46,606,812
Intangible
assets under
development
`
As at 1 July 2018 -
Additions 107,462,741
Capitalisation during the year (105,702,741)
As at 30 June 2019 1,760,000
Additions 92,271,513
Capitalisation during the year (83,767,820)
As at 30 June 2020 10,263,693
The estimated amortisation for the year subsequent to 30 June 2020 is as follows:
Amortisation
expenses
`
Year ending 30th June
2021 82,183,471
2022 74,238,662
2023 67,119,271
2024 37,836,193
2025 15,589,655
Total 276,967,252
5 Non-current investments
11 Current investments
*The Company can utilize this balance only towards settlement of unclaimed dividend.
Margin money deposits
Margin money deposit represents deposit with banks for issue of bank guarantees to various authorities
amounting to ` 4,360,321 (30 June 2019: ` 4,454,329) which are due to mature within twelve months of the
reporting date.
20 Other equity
22 Provisions
23 Trade payables
25 Provisions
Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as
terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in
currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied)
performance obligations is approx. ` 553,936,574 out of which approx. 53% is expected to be recognised as
revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded
from the amounts mentioned above.
Contract asset and liabilities
During the year ended 30 June 2020, the Company recognized revenue of ` 81,257,683 out of opening gross
deferred revenue of ` 97,548,896 (deferred revenue as of 1 July 2019, net of debtor balance is ` 61,754,915).
During the year ended 30 June 2020, ` 197,433,973 of unbilled revenue (contract assets) which had an amount
of ` 268,855,359 as at 01 July 2019, has been reclassified to trade receivables on completion of milestones and
services.
Reconciliation of revenue recognised with the contracted price is as follows:
29 Other income
Payment to auditors
For services as auditor 7,000,000 7,146,440
For other services (including certification) 900,000 600,000
Reimbursement of expenses 537,500 390,094
8,437,500 8,136,534
34 Income taxes
### During the year, the Holding Company has opted for the lower corporate tax rate as per the Taxation Laws (Amendment) Bill, 2019. Domestic tax
rate of 22% i.e. effective tax rate of 25.17% (including of surcharge and cess) is applicable from 1 April 2019 onwards without claiming tax incentives.
Accordingly, the Holding Company has remeasured its deferred tax assets and the relevant impact has been provided through Statement of Profit and
Loss for the year ended 30 June 2020.
35 Employee benefits
Gratuity
The Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The liability towards gratuity
is carried out using projected unit benefit method. The Company provides the gratuity benefit through annual
contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and
determines the contribution required to be paid by the Company.
36 Leases
Operating lease
The company has entered into non cancellable operating leases for office premises. Effective 1 July 2019, the
Company has adopted Ind AS 116, Leases, using modified retrospective method. The Company has elected the
practical expedients, which allows the Company not to reassess, its prior conclusions about lease identification,
lease classification and initial direct costs. The comparative information is not restated in the financial results. In
the statement of financial results for the current period, the nature of expenses in respect of operating leases
has changed from lease rent in previous period to amortisation cost for the right-of-use assets and finance cost
for interest accrued on lease liability. On transition, the adoption of the new standard resulted in recognition of
Right-of-use asset of ₹ 511,334,155 and lease liability of ₹ 552,930,430.
Following are the changes in the carrying value of right of use assets for the year ended 30 June 2020:
Particulars Leasehold
premises
₹
Balance as of 1 July 2019 511,880,186
Deletions of right-of-use assets -
Depreciation charge for the year (121,591,368)
Balance as of 30 June 2020 390,288,818
The aggregate depreciation expense on right-of-use assets of ` 121,591,368 is included under depreciation and
amortization expense in the Statement of Profit and Loss.
The following is the break-up of current and non-current lease liabilities as at 30 June 2020:
Particulars As at
30 June 2020
₹
Current lease liabilities 95,848,314
Non-current lease liabilities 398,742,712
Total 494,591,026
The weighted average incremental borrowing rate of 10.25% has been applied to lease liabilities recognised in the
Balance Sheet at the date of initial application. The Company has used a single discount rate to a portfolio of leases
with similar characteristics.
Interest on lease liabilities is ₹ 55,469,192 for the year ended 30 June 2020.
Amount recognized in Statement of Profit and Loss
FY 2019-2020 Lease under Ind AS 116
Particulars As at
30 June 2020
₹
Interest on lease liabilities 55,469,192
Depreciation on right-of-use assets 121,591,368
Total 177,060,560
Rental expense recorded for short-term leases was ` 31,639,975 for the year ended 30 June 2020.
For FY 2018-2019 Operating Lease under Ind AS 17 lease expenses was ` 132,025,942.
The total cash outflow for leases is ` 136,085,941 for the year ended 30 June 2020, including cash outflow of short-term
leases.
The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The
present value of future cash outflows for such extension periods as at 30 June 2020 is ` 586,755,415.
The Company does not have any lease restrictions and commitment towards variable rent as per the contract.
The difference between the future minimum lease rental commitments towards non-cancellable operating leases
reported as at 30 June 2019 compared to the lease liability as accounted as at 1 July 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease
liabilities as per the requirement of Ind AS 116 and exclusion of the commitments for the leases to which the Company
has chosen to apply the practical expedient as per the standard.
37 Financial instruments
Financial instruments – Fair values and risk management
A. Accounting classification and fair values
The following table summarises financial assets and liabilities measured at fair value on a recurring basis
and financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are
required):
(Amount in `)
30 June 2020 Note Carrying amount Fair value
No.
FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Investments in 5 - - 60,000 60,000 - - - -
Shares of Co-
operative Banks
Non current lease 6 - - 45,562,765 45,562,765 - - - -
deposits
Derivative financial 7 1,350,015 - - 1,350,015 - 1,350,015 - 1,350,015
assets - non current
Other non-current 7 - - 925,408 925,408 - - - -
financial assets
Other deposits 7 - - 10,347,523 10,347,523 - - - -
Current 11 147,599,146 - - 147,599,146 147,599,146 - - 147,599,146
investments
Trade receivables 12 - - 761,554,086 761,554,086 - - - -
Unbilled receivables - - 119,056,651 119,056,651 - - - -
Current lease 15 - - 1,935,536 1,935,536 - - - -
deposits
Cash and cash 13 - - 387,781,516 387,781,516 - - - -
equivalents
Other bank 14 - - 217,129,422 217,129,422 - - - -
balances
Derivative financial 16 1,913,738 - - 1,913,738 - 1,913,738 - 1,913,738
assets - current
Other current 16 - - 66,825,753 66,825,753 - - - -
financial assets
150,862,899 - 1,611,178,660 1,762,041,559 147,599,146 3,263,753 - 150,862,899
As at 30 June 2020
Non-derivative financial liabilities
Trade and other payables 352,945,476 - - - 352,945,476
Lease liability - non current - 138,872,055 331,974,263 - 470,846,318
Lease liability - current 147,629,305 - - - 147,629,305
Other current financial liabilities 169,722,726 - - - 169,722,726
Other non-current financial liabilities - - - 464,750 464,750
Derivative financial liabilities
Forward exchange contracts (gross settled)
- Outflow (983,168,418) (264,664,755) - - (1,247,833,173)
- Inflow 952,121,008 255,984,375 - - 1,208,105,383
As at 30 June 2019
Non-derivative financial liabilities
Trade and other payables 267,203,346 - - - 267,203,346
Other current financial liabilities 205,653,803 - - - 205,653,803
Other non-current financial liabilities - - - 880,797 880,797
Derivative financial liabilities
Forward exchange contracts (gross settled)
- Outflow (350,033,400) - - - (350,033,400)
- Inflow 344,541,750 - - - 344,541,750
As at 30 June 2019
Trade receivables 109,557,340 - 77,532,894 302,547,188 9,256,928 - - -
Unbilled receivables 28,892,214 - 35,278,675 16,275,951 1,143,640 - - -
EEFC accounts - - 316,836 896,344 - - - -
Trade payables (133,257,765) (18,186) (3,898,843) (27,187,225) (2,194,295) (306,559) - (307,072)
Net statement of financial 5,191,789 (18,186) 109,229,562 292,532,258 8,206,273 (306,559) - (307,072)
position exposure
(Note: The impact is indicated on the profit/ loss and equity before tax basis)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates.
The company has no borrowings from banks and financial institutions. The company has margin
money deposit with bank at fixed interest rate. Any movement in the market interest rate is not
expected to significantly impact the fair value of deposits.
Capital Management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business.
The Company has adequate cash and bank balances and has no debt. The company monitors its
capital by a careful scrutiny of the cash and bank balances, and a regular assessment of any debt
requirements. In the absence of any debt, the maintenance of debt equity ratio etc. may not be of
any relevance to the Company.
38 Segmental reporting
Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating
Decision Maker (CODM) evaluates the Company's performance as a single business segment namely travel and
transportation vertical. The Company's CODM is Managing Director
Geographic segments
Continents Country
Asia Pacific India, China, New Zealand, Japan, Hong Kong, Singapore, Indonesia, Australia,
Bangladesh, Fiji, Malaysia, Maldives, South Korea, Seychelles, Taiwan, Thailand,
Vietnam, Philippines and Sri Lanka
Middle East and Africa Casablanca, Kenya, Lebanon, Tanzania, Bahrain, Iran, Kuwait, Namibia, Rwanda, Saudi
Arabia, South Africa, UAE, Ethiopia, Israel, Afghanistan and Oman
Americas USA, Canada, Argentina, Brazil, Chile, Colombia, El Salvador, Panama and Mexico
Europe Austria, Belgium, Denmark, France, Finland, Greece, Germany, Iceland, Italy, Norway,
Poland, Portugal, Romania, United Kingdom, Luxembourg, Spain and Turkey
Segment revenues
Revenues are attributable to individual geographic segments based on location of the end customer.
Major customer:
None of the customers accounted for more than 10% of the revenue for the year ended 30 June 2020 (30 June
2019: None of the customers accounted for more than 10% of the total revenue)
Note: *With effect from 28 June 2019, Sky Bidco S.L.U. has been dissolved and has been merged with Accelya
Holding World, S.L.U.
** Retired with effect from 24th September, 2019.
*** Appointed with effect from 27th November, 2019.
41 Contingent liabilities
(Amount in `)
Yet to be paid
CSR Activities In Cash Total
in cash
(i) Construction/ acquisition of any asset - - -
(ii) On purposes other than (i) above 29,100,000 - 29,100,000
45 Statement pursuant to requirement of Schedule III of the Companies Act, 2013 relating Company's interest in
subsidiary companies (Amount in `)
Name of Entity Net Assets Share in Profit or Loss Share in other Share in total
[Total Assets - Total Liabilities] comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of total Amount
consolidated consolidated consolidated comprehensive
net assets profit and other income
loss comprehensive
income
30 June 2020:
Parent
Company
Accelya 96.40% 2,359,428,357 102.11% 886,384,107 -18.55% (5,527,647) 98.10% 880,856,460
Solutions India
Limited
Subsidiaries
Accelya 6.92% 169,448,401 6.31% 54,770,180 60.36% 17,990,607 8.10% 72,760,787
Solutions
Americas Inc
Accelya 2.04% 50,017,073 3.06% 26,528,286 2.94% 875,326 3.05% 27,403,612
Solutions UK
Limited
Kale Employee 1.88% 45,985,645 0.25% 2,143,012 0.00% - 0.24% 2,143,012
Welfare Trust
Eliminations -7.25% (177,327,090) -11.72% (101,731,009) 55.25% 16,466,673 -9.50% (85,264,336)
30 June 2019:
Parent
Company
Accelya 96.40% 1,904,531,350 97.62% 1,038,491,373 44.42% (9,076,805) 98.66% 1,029,414,568
Solutions India
Limited
Subsidiaries
Accelya 8.17% 161,374,422 5.89% 62,642,002 -8.69% 1,774,960 6.17% 64,416,962
Solutions
Americas Inc
Accelya -2.92% (57,679,099) 4.22% 44,912,927 25.85% (5,282,133) 3.80% 39,630,794
Solutions UK
Limited
Kale Employee 2.22% 43,842,702 0.54% 5,749,427 0.00% - 0.55% 5,749,427
Welfare Trust
Eliminations -3.87% (76,457,071) -8.27% (88,015,592) 38.41% (7,848,422) -9.19% (95,864,014)
49 Subsequent events
Dividends paid during the year ended 30 June, 2020 include an amount of ` 15 per equity share towards final
dividend for the year ended 30 June, 2019 and an amount of ` 10 per equity share towards interim dividends for
the year ending 30 June, 2020. Dividends paid during the year ended 30 June, 2019 include an amount of ` 32
per equity share towards final dividend for the year ended 30 June, 2018 and an amount of ` 17 per equity share
towards interim dividends for the year ending 30 June, 2019.
Dividends declared by the Company are based on profits available for distribution. Distribution of dividends out
of general reserve and retained earnings is subject to applicable dividend distribution tax.
50 Impact of COVID 19
The COVID 19 pandemic, the country-wide lockdown and the far-reaching travel restrictions in various geographies
across the globe have affected the airline and travel industry in an unprecedented way. As the Company’s business
model is principally based on per transaction pricing, the Company’s revenue which is linked to airline passenger
transactions has been impacted.
The Company had adopted various business continuity measures from the beginning of lockdown to ensure
the safety and wellbeing of all its employees, including providing IT infrastructure and connectivity wherever
possible, to enable employees to work from home. As a result of this, the Company has been able to service its
customers and ensure that the operations are minimally affected.
The Company is closely monitoring the impact on its customers on account of the COVID 19 Pandemic and the
impact of external factors. As the Company’s revenues are linked to airline passenger transactions a reduction
in revenues in the ensuing quarters is assessed. However, in many contracts with the customers, the Company’s
revenue stands protected to the extent of the agreed minimum billing. As and when the restrictions are eased
across geographies and there is a revival of the economy, the Company expects to see demand revival in the
airline and travel industry, and accordingly in the revenues of the Company. At present, the Company does
not foresee any material adverse impact in the demand for the software solutions and the Company is well
positioned to fulfil its obligations relating to existing contracts / arrangements. The management has taken into
consideration internal and external sources of information including economic forecasts and industry reports in
determining the impact on various elements on its financial results.
Management continuously monitors the market dynamics and keeps evaluating events that have impact on the
airline and travel industry. Management has used the principle of prudence in applying judgements, estimates
and assumptions including sensitivity analysis and based on the current estimates, the Management expects to
fully recover the carrying amount of trade receivables including unbilled receivables and other current and non-
current assets.
Management believes that it has taken into account all possible impact of known events arising from COVID 19
pandemic in the preparation of these financial results. The eventual outcome of impact of the global pandemic
may be different from those estimated as on the date of approval of these financial results. Management has
assessed the impact of existing and anticipated effects of COVID 19 pandemic on the future cash flow projections
considering various scenarios. The Company believes that it shall be able to meet its commitments and in addition,
the funds are expected to be generated from its operating activities. To manage the impact on profitability
resulting from reduced revenues due to COVID 19, the Company has implemented and continues to implement
various cost control measures across the organization including reducing the cost of human resources (with the
consent of relevant employees), travel, marketing and events, etc. to conserve cash to address any uncertainties
in evolving situations.
Based on the aforesaid assessment the Management strongly believes that as per estimates made conservatively,
it will continue as a going concern.
51 Other matters
Information with regard to other matters specified in Schedule III - Division II to the Act is either nil or not
applicable to the Company for the year.
NOTICE
NOTICE IS HEREBY GIVEN THAT the thirty fourth Annual General Meeting (AGM) of the members of Accelya
Solutions India Limited (CIN: L74140PN1986PLC041033) will be held on Wednesday, the 28th day of October, 2020
at 2.30 p.m. through Video Conferencing / Other Audio Visual Means, to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statements (including audited consolidated financial
statements) for the year ended 30th June, 2020, together with the Reports of the Directors' and Auditors'
thereon.
3. To appoint a Director in place of Mr. John Johnston (DIN: 07258586), who retires by rotation and being eligible,
offers himself for re-appointment.
4. To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to sections 139, 142 of the Companies Act, 2013 (“the Act”) and other applicable
provisions, if any, of the Act and Companies (Audit and Auditors) Rules, 2014 and other applicable rules, if
any, under the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force),
Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W - 100018), be and
is hereby appointed as the Statutory Auditors of the Company commencing from the conclusion of this Annual
General Meeting till the conclusion of thirty ninth Annual General Meeting at a remuneration of ` 5,810,000 for
the financial year 2020-21, payable in one or more instalments plus goods and services tax as applicable, and
reimbursement of out-of-pocket expenses incurred.”
SPECIAL BUSINESS:
To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT Mr. Jose Maria Hurtado (DIN: 08621867) who was appointed as an Additional Director of
the Company w.e.f. 27th November, 2019, by the Board of Directors and who holds office upto the date of this
Annual General Meeting in terms of section 161 and other applicable provisions of the Companies Act, 2013 (“the
Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendation of
the Nomination & Remuneration Committee and the Board of Directors, and being eligible, offer himself for
appointment, and in respect of whom the Company has received a notice in writing under Section 160(1) of the
Act from a Member signifying his intention to propose Mr. Jose Maria Hurtado’s candidature for the office of the
Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to
retire by rotation, with effect from the date of this Meeting.”
“RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee thereof) and
/ or the Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters
and things as may be considered necessary, desirable or expedient to give effect to this resolution.”
To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of section 197 and any other applicable provisions of the
Companies Act, 2013 ('the Act') and Regulation 17(6) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-
enactment thereof for the time being in force), consent of the Company be and is hereby accorded for payment
of commission to Independent Directors of the Company for each financial year and distributed between such
Independent Directors in such a manner as the Board of Directors may from time to time determine within the
overall maximum limit of 1% (one percent) of the net profits of the Company for that financial year computed in
accordance with the provisions of section 198 of the Act or such other percentage as may be specified by the
Act from time to time in this regard.”
“RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to the Independent
Directors for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as
may be decided by the Board of Directors and reimbursement of expenses, if any, for participation in the Board
and other meetings.”
Ninad Umranikar
Company Secretary
ACS : 14201
Place: Pune
Date: 20th August, 2020
Notes:
1. In view of the lockdown restrictions on the movement of people at several places in the country, due to outbreak
of COVID-19 pandemic, the Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated
5th May, 2020, read with General Circular No. 14/2020 dated 8th April, 2020, and General Circular No. 17/2020
dated 13th April, 2020, and other applicable circulars issued by the Securities and Exchange Board of India
(SEBI), has allowed the Companies to conduct the AGM through Video Conferencing (VC) or Other Audio
Visual Means (OAVM) during the calendar year 2020.
2. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not
available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed
to this Notice.
3. Corporate members intending to authorise their authorised representatives to attend the AGM pursuant to
section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/ JPG Format) of the
relevant Board Resolution / Authority Letter etc. authorising its representatives to attend the AGM, by e-mail to
info@napco.com with a copy marked to evoting@karvy.com.
4. In compliance with the aforementioned MCA and SEBI Circulars, Notice of the AGM along with the Annual
Report for 2019-20 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company / Depository Participant. Members may note that the Notice and Annual
Report for 2019-20 will also be available on the Company’s website w3.accelya.com, websites of the Stock
Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.
nseindia.com respectively, and on the website of Company’s Registrar and Transfer Agent, KFin Technologies
Private Limited (“KFinTech”) at https://evoting.karvy.com.
5. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (hereinafter referred to as
the “Act”), in respect of businesses to be transacted at the Annual General Meeting (“AGM”), as set out under
Item Nos. 5 & 6 of the Notice is annexed hereto. The relevant details of the Directors as mentioned under Item
Nos. 3 and 5 in the Notice as required by Regulations 26(4) and 36(3) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (hereinafter referred to as “Listing
Regulations”) and as required under Secretarial Standards – 2 on General Meetings issued by the Institute of
Company Secretaries of India are provided in the Directors Report and the Annexure thereto.
6. The Board of Directors have considered and decided to include the Item nos. 5 & 6 given above as Special
Business in the forthcoming AGM, as they are unavoidable in nature.
7. Shareholders holding shares in physical mode and who have not updated their email addresses with the
Company are requested to update their email addresses by sending a duly signed request letter to the
Registrar and Transfer Agents of the Company, KFinTech by providing Folio No. and Name of shareholder.
Shareholders holding shares in dematerialised mode are requested to register / update their email addresses
with the relevant Depository Participants.
8. Members are requested to notify change to their address or particulars of their bank account, if any, to
KFinTech or in case of demat holding to their respective depository participants.
10. In terms of section 124(5) of the Act, final dividend amount for FY 2012-13 and interim dividend amount for
FY 2013-14 remaining unclaimed for a period of 7 years shall become due for transfer in December 2020
and April 2021 respectively to the Investor Education and Protection Fund (IEPF) established by the Central
Government.
Further, in terms of section 124(6) of the Act, in case of such shareholders whose dividends are unpaid for a
continuous period of 7 years, the corresponding shares shall be transferred to the IEPF demat account.
Members wishing to claim dividends, which remain unclaimed, are requested to correspond with
KFinTech for claiming the same as early as possible, to avoid transfer of the relevant shares to the
IEPF demat account.
11. SEBI has mandated the submission of Permanent Account Number (PAN) by every person dealing in
securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to
their depository participants with whom they are maintaining their demat accounts. Members holding shares in
physical form can submit their PAN details to the Company or KFinTech.
12. Members who would like to ask questions/express their views on the items of the businesses to be transacted
at the meeting can send in their questions/comments in advance by visiting URL https://emeetings.kfintech.
com/ and clicking on the tab 'Post your Queries' during the period starting from Saturday, 24th October, 2020
(9.00 a.m.) to Monday, 26th October, 2020 (5.00 p.m.) mentioning their name, demat account no./Folio no.,
e-mail Id, mobile number, etc. The queries may be raised precisely and in brief to enable the Company to
answer the same suitably depending on the availability of time at the meeting.
13. To receive communications through electronic means, including Annual Reports and Notices, members are
requested to kindly register / update their email address with their respective depository participant, where
shares are held in electronic form. In case of shares held in physical form, members are advised to register
their e-mail address with KFinTech by clicking on the link https://ris.kfintech.com/email_registration/.
14. Instructions for remote e-voting and joining the e-AGM are as follows:
Pursuant to the provisions of section 108 and other applicable provisions, if any, of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation
44 of SEBI Listing Regulations, the Company is providing to its members facility to exercise their right to
vote on resolutions proposed to be passed at AGM by electronic means (“e-voting”). Members may cast
their votes remotely, using an electronic voting system on the dates mentioned herein below (“remote
e-voting’’). Further, the facility for voting through electronic voting system will also be made available at
the Meeting (“Insta Poll”) and members attending the Meeting who have not cast their vote(s) by remote
e-voting will be able to vote at the Meeting through Insta Poll. The Company has engaged the services of
KFinTech as the agency to provide e-voting facility. The manner of voting remotely by members holding
shares in dematerialized mode, physical mode and for members who have not registered their email
addresses is provided in the instructions given below. The remote e-voting facility will be available during
the following voting period: Sunday, 25th October, 2020 (9.00 a.m.) till Tuesday, 27th October, 2020
(5.00 p.m.)
Remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module
shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.
Voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion
to his share in the paid-up equity share capital of the Company as on the cut-off date, i.e., Wednesday,
21st October, 2020.
I. In case a member receives an e-mail from the Company / KFinTech [for members whose
e-mail addresses are registered with the Company / Depository Participant(s)]:
(b) Enter the login credentials i.e. user id and password mentioned in the email. Your Folio No.
/ DP ID Client ID will be your User ID. However, if you are already registered with KFinTech
for e-voting, you can use the existing password for logging in. If required, please visit https://
evoting.karvy.com or contact toll-free numbers 1800-345-4001 (from 9:00 a.m. to 6:00 p.m.)
for your existing password.
(d) You will now reach Password Change Menu wherein you are required to mandatorily change
your password upon logging in for the first time. The new password shall comprise minimum
8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and
a special character (@,#,$,etc.). The system will prompt you to change your password. It is
strongly recommended that you do not share your password with any other person and that
you take utmost care to keep your password confidential.
(f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN)
for Accelya Solutions India Limited.
(g) On the voting page, enter the number of shares as on the cut-off date under either “FOR” or
“AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”,
but the total number under “FOR” / “AGAINST” taken together should not exceed your total
shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be
counted under either head.
(h) Members holding shares under multiple folios / demat accounts shall choose the voting
process separately for each of the folios / demat accounts.
(i) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.
(j) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.
(k) Once you confirm, you will not be allowed to modify your vote.
(l) Corporate / Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also
required to send legible scanned copy (in PDF Format) of the Board Resolution / Power
of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly
authorized representative(s), to the Scrutiniser at e-mail id: info@napco.in with a copy marked
to evoting@karvy.com. It is also requested to upload the same in the e-voting module in their
login. The naming format of the aforesaid legible scanned document shall be “Corporate Name
EVENT NO.”
II. In case of a member whose e-mail address is not registered / updated with the Company /
KFinTech / Depository Participant(s), please follow the following steps to generate your login
credentials:
(a) Members holding shares in physical mode, who have not registered / updated their email
addresses with the Company, are requested to WRITE to the Company with details of folio
number and attaching a self-attested copy of PAN card at accelyaindia.investors@accelya.
com or to KFinTech at einward.ris@kfintech.com
(b) Members holding shares in dematerialised mode who have not registered their e-mail
addresses with their Depository Participant(s) are requested to register / update their email
addresses with the Depository Participant(s) with whom they maintain their demat accounts.
(c) After due verification, the Company / KFinTech will forward your login credentials to your
registered email address.
(d) Follow the instructions at (A). (a) to (l) above to cast your vote.
You can also update your mobile number and e-mail id in the user profile details of the folio which may be
used for sending further communication(s).
In case of any query pertaining to e-voting, members may refer to the “Help” and “FAQs” sections /
E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s
website for e-voting: https://evoting.karvy.com or contact KFinTech as per the details given below:
Mr. Mohd. Mohsinuddin, KFin Technologies Private Limited Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad 500 032 Phone No.: +91 40 6716 2222 Toll-free No.: 1800-
345-4001 E-mail: Mohsin.mohd@kfintech.com
B. Voting at e-AGM
a) Members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall
not be entitled to cast their vote(s) again at the Meeting. Once the vote on a resolution is cast by a
member, whether partially or otherwise, the member shall not be allowed to change it subsequently
or cast the vote again.
b) A member can opt for only single mode of voting per EVEN, i.e., through remote e-voting or voting at
the Meeting (Insta Poll). If a member casts vote(s) by both modes, then voting done through remote
e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.
c) A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the depositories as on the cut-off date, i.e., Wednesday, 21st October, 2020 only
shall be entitled to avail the facility of remote e-voting or for participation at the AGM and voting
through Insta Poll. A person who is not a member as on the cut-off date, should treat the Notice for
information purpose only.
d) Members who have acquired shares after the dispatch of the Annual Report but before the cut-
off date may obtain the user ID and password by sending a request at evoting@karvy.com or
mohsin.mohd@kfintech.com. However, if you are already registered with KFinTech for remote
e-Voting then you can use your existing user ID and password for casting your vote.
e) Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum
under Section 103 of the Act.
f) The Company has opted to provide the same electronic voting system at the Meeting, as used
during remote e-voting, and the said facility shall be operational till all the resolutions proposed in
the Notice are considered and voted upon at the Meeting and may be used for voting only by the
members holding shares as on the cut-off date who are attending the Meeting and who have not
already cast their vote(s) through remote e-voting.
a) Members will be able to attend the AGM through VC / OAVM or view the live webcast at https://
emeetings.kfintech.com by using their e-voting login credentials. Members are requested to follow
the procedure given below:
b) Members who do not have User ID and Password for e-voting or have forgotten the User ID and
Password may retrieve the same by following the procedure given in the e-voting instructions.
c) Upon declaration by the Chairman about the commencement of e-voting at e-AGM, members shall
click on the thumb sign on the left bottom corner of the video screen for voting at the e-AGM, which
will take them to the 'Instapoll' page.
d) Members who would like to express their views or ask questions during the AGM may register
themselves by logging on to https://emeetings.kfintech.com and clicking on the ‘Speaker Registration’
option available on the screen after log in. The Speaker Registration will be open during Saturday,
24th October, 2020 to Monday, 26th October, 2020. Only those members who are registered will
be allowed to express their views or ask questions. The Company reserves the right to restrict the
number of questions and number of speakers, depending upon availability of time as appropriate for
smooth conduct of the AGM.
e) Members will be allowed to attend the AGM through VC / OAVM on first come, first served basis.
f) Facility to join the meeting shall be opened thirty minutes before the scheduled time of the AGM and
shall be kept open throughout the proceedings of the AGM.
g) Members who need assistance before or during the AGM, can contact KFinTech on emeetings@
kfintech.com or call on toll free numbers 1800-345-4001. Kindly quote your name, DP ID-Client
ID / Folio no. and E-voting Event Number in all your communications. 10. In case of joint holders
attending the Meeting, only such joint holder who is higher in the order of names will be entitled to
vote at the AGM.
D. General Instructions
a) Nilesh A. Pradhan & Co. LLP, Practicing Company Secretaries (FCS No. 5445 CP No. 3659) has
been appointed as the Scrutinizer for conducting the voting process in a fair and transparent manner.
b) The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the
Meeting (Insta Poll) and votes cast through remote e-voting, make a consolidated Scrutinizer’s
Report and submit the same to the Chairman or the Managing Director. The result of e-voting will
be declared within forty-eight hours of the conclusion of the Meeting and the same, along with the
consolidated Scrutinizer’s Report, will be placed on the website of the Company: w3.accelya.com
and on the website of KFinTech at: https://evoting.karvy.com. The result will simultaneously be
communicated to the stock exchanges.
c) Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be
deemed to be passed on the date of the Meeting, i.e., Wednesday, 28th October, 2020.
a) The Register of Directors and Key Managerial Personnel and their shareholding maintained
under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are
interested, maintained under Section 189 of the Act, and the relevant documents referred to in the
Notice will be available electronically for inspection by the members during the AGM. All documents
referred to in the Notice will also be available electronically for inspection without any fee by the
members from the date of circulation of this Notice up to the date of AGM. Members seeking to
inspect such documents can send an email to accelyaindia.investors@accelya.com.
b) Members seeking any information with regard to the accounts or any matter to be placed at the
AGM, are requested to write to the Company on or before Tuesday, 20th October, 2020 through
email on accelyaindia.investors@accelya.com. The same will be replied by the Company suitably.
Ninad Umranikar
Company Secretary
ACS : 14201
Place: Pune
Date: 20th August, 2020
Explanatory Statement
As required by section 102 of the Companies Act, 2013 (Act), the following statement sets out all material facts
relating to the business mentioned under Items No. 5 to 7 of the Notice:
Item No. 4
The present statutory auditors of the Company B S R & Co., LLP (Firm Registration No. 101248W/W-100022), will
complete their term as statutory auditors on conclusion of this AGM. The present remuneration of B S R & Co., LLP
for conducting the audit for the financial year 2019-20 is Rs. 7,000,000 plus goods and services tax as applicable,
and reimbursement of out-of-pocket expenses incurred.
The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit Committee (‘the Committee’),
recommended for the approval of the Members, the appointment of Deloitte Haskins and Sells, LLP, Chartered
Accountants (Firm Registration No. 117366W/W - 100018) (“Deloitte”), as the statutory auditors of the Company for
a period of five years from the conclusion of this AGM till the conclusion of the 39th AGM. On the recommendation
of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration payable to
Deloitte for the financial year 2020-21 as set out in the Resolution relating to their appointment. The Audit Committee
considered various parameters like audit experience, clientele served, technical knowledge etc., and found Deloitte
to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements
of the Company.
Deloitte Haskins & Sells LLP is situated at Indiabulls Finance Centre Tower 3, 27th-32nd Floor, Senapati Bapat
Marg, Elphinstone Road (West), Mumbai-400 013 and is a part of global network, delivering services in audit &
assurance, tax, consulting, financial advisory, risk advisory, and related services.
Deloitte have given their consent to act as the statutory auditors of the Company and have confirmed that the said
appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
None of the Directors, Key Managerial Personnel or their respective relatives, are concerned or interested in the
Resolution mentioned at Item No. 4 of the Notice.
The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members.
Item No. 5
The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed
Mr. Jose Maria Hurtado (DIN: 08621867) as an Additional Director with effect from 27th November, 2019.
In terms of section 161(1) of the Companies Act, 2013, Mr. Jose Maria Hurtado holds office as an Additional Director
only up to the date of the forthcoming Annual General Meeting. Mr. Jose Maria Hurtado, being eligible has offered
himself for appointment as a Director. The Company received a notice from a member of the Company under section
160 of the Companies Act, 2013, signifying his intention to propose the candidature of Mr. Jose Maria Hurtado for
the office of Director of the Company.
Mr. Jose Maria Hurtado does not hold any share in the Company.
Mr. Jose Maria Hurtado and his relatives are not interested in this resolution. None of the other Directors and Key
Managerial Personnel of the Company, or their relatives, are concerned or interested in the Resolution mentioned
at Item No. 5 of the Notice.
The Board recommends the Ordinary Resolution at Item No. 5 of the Notice for your approval.
Item No. 6
The members had, at the AGM held on 30th September, 2015, in accordance with the provisions of section 197, 198
and other applicable provisions of the Companies Act, 2013 (“the Act”), approved payment of remuneration by way
of commission to Non-Executive Directors of the Company, of a sum not exceeding 1% per annum of the net profits
of the Company, calculated in accordance with the provisions of section 198 of the Act, for a period of five years
commencing 1st July, 2015.
The Board of Directors at its meeting held on 20th August, 2020 recommended and approved payment of commission
not exceeding 1% of the net profits of the Company for financial year 2019-20 and onwards, in terms of section 197
of the Act, computed in accordance with the provisions of section 198 of the Act or such other percentage as may
be specified from time to time. Regulation 17(6) of the SEBI Listing Regulations authorises the Board of Directors
to recommend all fees and compensation, if any, paid to Non-Executive Directors, including Independent Directors
and the same would require approval of members in general meeting. This commission will be distributed amongst
all or some of the Independent Directors, taking into consideration parameters such as the Board may determine
from time to time.
The above commission shall be in addition to fees payable to the Director(s) for attending meetings of the Board /
Committees or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses
for participation in the Board and other meetings.
Accordingly, members’ approval is sought by way of an Ordinary Resolution for payment of commission to the
Independent Directors as set out in the said resolution.
None of the Directors, Key Managerial Personnel or their respective relatives, are concerned or interested in the
Resolution mentioned at Item No. 6 of the Notice, except the Independent Directors, to the extent of the commission
that may be received by them, including for financial year 2019-20.
The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.
I / We shareholder(s) of Accelya Solutions India Limited, hereby accord my / our approval to receive documents viz
annual reports, notices of general meetings / postal ballot, other documents etc. in electronic mode.
I / We request you to note my / our latest email address, as mentioned below. If there is any change in the e–mail
address, I / we will promptly communicate the same to you. I / We attach the self-attested copy of PAN Card /
passport towards identification proof for the purpose of verification.
Registered Address
_____________________
(Signature of shareholder)
Place:
Date :
I/We request you to arrange for payment of my / our dividend through ECS facility by crediting the same to my / our
bank account as per details given below:
* Please attach a cancelled photocopy of cheque issued by the Bank for verification of the above details.
I / We hereby declare that the particulars given above are correct and complete. If any transaction is delayed or
not effected at all for reasons of incomplete or incorrect information or for any other reason, I/we would not hold
the Company responsible or liable. In case of ECS facility not being available for any reason, the bank account
details provided above may be incorporated in the payment instrument and sent to my/our Bankers at the address
provided above and be considered as a mandate by me/us. This instruction will hold good for payment of dividend
for subsequent years also unless revoked by me/us in writing.
Yours faithfully,
_____________________________________
Name and signature of First/Sole Shareholder