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ACCEL LIMITED ’ /- ACCEL

(Formerly known as Accel Transmatic Limited) .i

15.10.2018

To

The Bombay Stock Exchange Limited

16‘" Floor, Phiroze Jeejeebhoy Towers,

Dalal Street, Fort,

Mumbai»400 001

Dear Sirs,

Sub: Annual Report for FY 2017-18

Pursuant to Regulation 34 of SEBI (Listing Obligations and disclosures Requirements)

Regulations, 2015 we are enclosing herewith Annual Report of the Company for the

Financial Year 2017-18 duly adopted by the members at the 32“‘1 Annual General Meeting of

the Company held on 28‘" September, 2018.

Please find attached the same in order.

Thanking you,

Yours Faithfully,

For Acne! Limited

N.R Panicker

Managing Director

Regdt Oil. / Cow. 0H. : 37d Floor, SFI Complex, 17ll , Valluvarkollum High Road, Nungnmbukkum, (hannui - 600 034. Plume : 044 48222262, M4 7 48652262

Factory : No. 34, SIDCO Elzmnniu Complex, lhiru Vi. Kn. Industrial Esme, Guindy, (hennai - 600 032. Plume : M4 - 22500338

Animnlinn Division : Drisliyn Building, KINFRA Film E Video Pork, Sninil: Sdioul PO, anhaiamam, Thiruvunnnllmpumm - 695 535 Phone - [147i » 2l67359

Wehsila 2 www.cmllransmmicmm lwwwmtel-indiuum

CIN : B0007TN 1986PLC100219

32nd Annual Report

2017 - 2018

ACCEL LIMITEDCIN: L30007TN1986PLC100219

III Floor, SFI COMPLEX

178 Valluvar Kottam High Road Nungambakkam,

Chennai – 600 034.

Telephone: 044-28222262

mail: [email protected]

ACCEL LIMITED(formerly known as ‘Accel Transmatic Limited’)

ACCEL LIMITED*Forward looking statement

*In this annual report, we have mentioned certain forward

looking information to enable investors to comprehend our

business model and future prospects and make informed

investment decisions. This annual report and other

communications from us, oral or written, may include certain

forward looking statements that set out certain anticipated

results based on managements’ assumptions and plans. Even

though the management believes that they have been

prudent in making such assumptions, we cannot guarantee

that these forward looking statements will be realised. We

undertake no obligation to update forward looking

statements. The achievement of results is subject to various

risks, known and unknown. We request readers to bear this in

mind while reading this report.

Contents Page No.

1. Notice of Annual General Meeting 2

2. Directors' Report 8

Annexure A: Secretarial Audit Report 12

Annexure B: Extract of Annual Return 14

Annexure C: Conservation Of Energy, Technology 19

3. Management Discussion and Analysis 22

4. Corporate Governance Report 24

5. Financial Statements

5.1 Standalone Financial Statements 36

5.2 Consolidated Financial Statements 70

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. N.R. Panicker

Managing Director

Dr. C. N. Ramchand

Independent Director

Dr. M. Ayyappan


Ms. Shruthi Panicker

Director

BOARD COMMITEES

AUDIT COMMITTEE

Dr. M. Ayyappan

Dr. C.N. Ramchand


NOMINATION AND REMUNERATION COMMITTEE

Dr. M. Ayyappan

Dr. C.N. Ramchand

Mr. N.R. Panicker

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Dr. C.N. Ramchand

Mr. N.R. Panicker

Dr. M. Ayyappan

COMPANY SECRETARY

Mr. A. Ramanathan (upto 14.11.2017)

Mr. U. Bharat Kurup

(from 14.11.2017 upto 18.05.2018)) Ms. Priyam Agarwal (from 01.06.2018)

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

INTERNAL AUDITORSM/s. S.K. Ram AssociatesP.S.Sivaswamy SalaiMylapore, Chennai 600 004

STATUTORY AUDITORS

M/s. Vijayakumar & Easwaran

Chartered Accountants

Sasthamangalam

Trivandrum 695 010

PRINCIPAL BANKER

M/s. The Federal Bank Ltd, Chennai

REGISTERED & CORPORATE OFFICE

rd3 Floor, SFI Complex

No.178, Valluvarkottam High Road,

Nungambakkam, Chennai 600 034

REGISTRARS & SHARE TRANSFER AGENTS

M/s. Integrated Registry Management Services Pvt Ltd

ndKENCES Towers, 2 Floor, No.1 Ramakrishna

Street, North Usman Road, T. Nagar

Chennai 600 017

S T O C K E X C H A N G E W H E R E COMPANY’S SHARES ARE LISTED

thThe BSE Limited, 25 Floor, P.J. Towers,

Dalal Street, Mumbai 400 001

SCRIP CODE:517494

ISIN: INE258C01038

ANIMATION DIVISION

DRISHYA Building, Animation SEZ, KINFRA Film & Video Park, Kazhakuttam, Trivandrum 695 585

ENGINEERING DIVISION

Shed No.34, SIDCO Electronics Complex, Guindy, Chennai 600032

COMPANY IDENTIFICATION NUMBER L30007TN1986PLC100219

GSTN: 32AAACT8542K1Z8 - Trivandrum

33AAACT8542K1Z6 - Chennai

ACCEL LIMITED

(formerly known as “Accel Transmatic Limited”) Annual Report 2017-2018

1

NOTICE TO MEMBERS

Notice is hereby given that the 32nd Annual General Meeting of the members of Accel Limited (Formerly known as Accel Transmatic Limited) ('the Company') will be held as under:

Day : Friday

Dat : 28th September, 2018

Time : 11.30 A.M.

Venue : “Hotel KTDC Rain Drops”, 169/2, Greams Road, Chennai - 600 006

ORDINARY BUSINESS:

1. To receive, consider and adopt-

a) the audited standalone financial statements of the Company for the year ended 31 March 2018, together with the Directors' and Auditors' Reports thereon; and

b) the audited consolidated financial statements for the year ended 31 March 2018 and the report of Auditors' thereon.

2. To appoint a director in place of Mr. N.R. Panicker, Managing Director (DIN: 00236198), who retires by rotation, and being eligible, offers himself for re-appointment.

3. To confirm the payment of interim dividend for the year 2017-18.

SPECIAL BUSINESS:

1. Alteration of Article of Association of the Company

To consider and pass, if thought fit, with or without modification(s), the fol lowing resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 14 and along with such other applicable provisions, if any, of the Companies Act, 2013 read along with the rules, following alterations in the Article of Association (hereinafter referred to as 'AOA') of the Company, be and hereby approved and adopted:

i. The Article No. 1 of the AOA shall be altered by substituting Table “A” at all the places with Table “F”. The Article No. 1 shall be altered by substituting with the following new Article:

ii. The Article No. 2 of the AOA relating to Definitions of various terms shall be altered by amending the definition of Equity shares and Promoters. Under definition of Equity shares, 'INR 10 (Rupees ten) per share' shall be substituted with 'INR 2 (Rupees two) per share'. Under definition of Promoters, existing definition shall be substituted by 'means Mr. N.R. Panicker & family'. The Article shall be altered by substituting the following new Article:

iii. The Article No. 137 of the AOA shall be amended by doing the following changes

a. The Chairman shall have the casting vote in case of any equality of votes in a meeting.

b. Deleting 'Till such time that Mr. N.R. Panicker and Accel Limited jointly holds 10% in the Company, Mr. N.R. Panicker shall not be liable to retirement by rotation of Directors. On and from the Effective Date the aforesaid right vested in Mr. N.R. Panicker shall cease to have effect.'.

The Article shall be altered by substituting the following new Article:

Table “F” shall not apply

PRELIMINARY

Save as reproduced or adopted here in, the regulations contained in Table “F” (in the first Schedule to the Act) shall n o t a p p l y t o t h e Company.

1

Equity Shares

DEFINITIONS

Means the Equity Share(s) of the Company having value of INR 2 (Rupees two) per share and one vote per share

2

Promoters Means N.R.Panicker & family.

How

question

to be

decided

Save as otherwise expressly provided in the Act, a meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally and all questions arising at any meeting of the Board shall be decided by a majority of the Board. Any questions arising at a meeting shall be decided by a majority of votes and, in case of any equality of votes, the Chairman shall have a casting voteSubject to the provision of Section 152(6)(a) of the Act at every Annual General Meeting of the Company one-third of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three the number nearest to one-third shall retire from office

137

ACCEL LIMITED


2

iv. The Article No. 147 of the AOA relating to retirement of directors shall be amended by deleting 'Till such time that Mr. N.R. Panicker and Accel Limited jointly holds 10% in the Company, Mr. N.R. Panicker shall not be liable to retirement by rotation of Directors. On and from the Effective Date the aforesaid right vested in Mr. N.R. Panicker shall cease to have effect.'. The Article shall be altered by substituting the following new Article:

v. After Article No. 150 the following new Article 151 shall be inserted and subsequent articles be re-numbered accordingly

RESOLVED FURTHER THAT the Board be and is hereby severally authorized to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper, desirable or expedient to give effect to the aforesaid resolution.”

By Order of the Board of Directors

For Accel Limited

Sd/-

Priyam Agrawal

Company Secretary

Place: Chennai

Date: 14.08.2018

Notes:

1) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies for to attend and vote instead of himself and a proxy need not be a member. Proxy form should be duly stamped, completed, signed and must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting.

2) A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder.

3) The Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) with respect to the special business set out in the notice is annexed.

4) Brief details of the director, who is seeking appointment/ re-appointment, is annexed hereto as per the regulation 36(3) of the SEBI (L i s t i ng Ob l i ga t i ons and D i sc losure Requirements) Regulations, 2015 ('Listing Regulations').

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

6) The Notice of 32nd AGM, details and instructions for e-voting and the Annual Report of the Company for the year ended 31 March 2018 is uploaded on the Company's website/www.accel-india.com and may be accessed by the members. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days.

7) Copies of the above documents are being sent by electronic mode to the members whose email addresses are registered with the Company / Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same.

Retirement

of Directors

Not less than two-thirds of the total number of Directors shall (a) be persons whose period of office is liable to terminate by retirement of Directors by rotation and (b) save as otherwise expressly provided in these Articles be appointed by the Company in General Meeting.

Subject to the provision of Section 152(6)(a) of the Act at every Annual General Meeting of the Company one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three the number nearest to one-third shall retire from office.

147

The same individual may at the same time be a p p o i n t e d a s t h e Chairman as well as the Managing Director or Chief Executive Officer of the Company.

151 Same individual may

be Chairman and

Managing Director/

Chief Executive

Officer

ACCEL LIMITED


3

For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

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

9) Members are informed that in case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

10) Members who are holding shares in identical order of names in more than one folio are requested to write to the Company or the RTA for consolidating their holdings into one folio.

11) All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (10:00 a.m. to 06:00 p.m.) on all working days except second and fourth Saturdays, up to the date of the AGM of the Company.

12) The Register of Contracts and Arrangements in which the Directors are interested, maintained under Section 189 and Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

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

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

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

16) The requirement relating to ratification of the appointment of Auditors by members at every Annual General Meeting is done away with vide notification dated 07 May 2018 issued by the Ministry of Corporate Affairs. Accordingly, no

resolution is proposed for ratification of appointment of Auditors.

17) A person, whose name is recorded in the register of members or in the register of beneficia l owners maintained by the depositories as on the cut-o� date i.e. 21-09-

2018 only shall be entitled to avail the remote e-voting facility as well as voting in the AGM.

18) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-o�

date i.e. 21-09-2018 (“Incremental Members”) may obtain the User ID and password by either s e n d i n g a n e - m a i l r e q u e s t t o [email protected] or calling on Toll free No. 1800-222-990.

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

20) Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, which was published in the Official Gazette on 08 June 2018, v ide Not ificat ion No. SEBI/LAD-NRO/GN/2018/24, the securities of listed companies can be transferred only in dematerialised form. The said regulation shall come into force on the one hundred and eightieth day from the date of its publication in the Official Gazette. In view of the above, members are advised to dematerialise the share(s) held by them in physical form.

Instructions for e-voting:

a) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies ( M a n a g e m e n t a n d A d m i n i s t r a t i o n ) Amendment Rules, 2015 and Regulation 44 of the listing Regulations and Secretarial Standards of General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will

ACCEL LIMITED


4

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

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

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

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

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

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

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

a). Initial password is provided as below/at the bottom of the Attendance Slip for the AGM: EVEN (Remote e-voting Event Number)USER ID PASSWORD/PIN

b). Please follow all steps from Sl. No. (b) to Sl. No. (m) above, to cast vote.

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

g) The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on 21-09-2018. A person, whose name is recorded in the register of members or in the register of beneficia l owners maintained by the depositories as on the cut-o� date only shall be

entitled to avail the facility of remote- voting as well as voting at the meeting through ballot paper.

be provided by National Securities Depository Limited (NSDL).

b) The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. NOTE: The Facility for Voting shall be decided by the company i.e. “remote e-voting” or “Ballot Paper” or “Poling Paper”

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

d) The e-voting period commences on 25-09-2018 (9.00A.M IST) and ends on 27-09-2018 (5.00P.M IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on 21-09-2018 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, he shall not be allowed to change it subsequently or cast vote against.

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

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

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

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

c). Click on Shareholder - Login

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

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

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

g). Select “EVEN” of “Accel Limited”.

ACCEL LIMITED


5

General Instructions:

a) Mr. Soy Joseph, Practising Company Secretary (Membership No: 13852) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including Ballot Forms received from the members who do not have access to the e-voting process) in a fair and transparent manner.

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

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

For Accel Limited

Sd/-

Priyam Agrawal

Company Secretary

Place: Chennai

Date: 14.08.2018

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO 1

The members of the Company may be informed that, pursuant to the Scheme of Amalgamation and arrangement, the transferor company “Accel Limited” was dissolved without winding up. However, the articles of the transferee company “Accel Transmatic Limited” now known as Accel Limited (after change of name of the Company), has various references of the transferor company. The Board proposes to alter the articles accordingly. Also, due to capital reduction the face value of equity share has reduced from Rs.10 per share to Rs.2 per share, hence, the definition of 'equity shares' should also be amended.

As per the provisions of Sections 13 of the Companies Act, 2014, approval of the shareholders is required to be accorded for changing the name of the Company & other alterations in the Articles of Association.

The Board recommends these resolutions for the approval of the members as Special Resolutions.

None of the Directors, Key Managerial Personnel or their relatives is in any way concerned or interested, financially or otherwise in this resolution.

By Order of the Board of Directors

For Accel Limited

Sd/-

Priyam Agrawal

Company Secretary

Place: Chennai

Date: 14.08.2018

ACCEL LIMITED


6

Annexure A

DETAILS OF DIRECTOR/(S) SEEKING APPOINTMENT/RE-APPOINTMENT AND PAYMENT OF REMUNERATION, IF ANY, AT THE ANNUAL GENERAL MEETING

PARTICULARS

NAME

Date of Birth

Date of Appointment

Qualification

Expertise

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

Chairmanship / Membership of the other companiesin which he is a Director

No. of shares held in the Company

Mr. N.R. Panicker

12.08.1954

25.02.2004(w.e.f. 1.4.2016 designated as Managing Director)

Bachelor of Engineering

IT professional with 40 years of experience in operating and managing IT businesses. Expertise includes operations, finance, management, mergers and acquisitions.

Accel Media Ventures LimitedCetronics Technologies Private Limited

Nil

27,770,810 equity shares of Rs.2/- each

ACCEL LIMITED


7

Directors’ Report

Your directors are delighted to present their report

on Company's Business Operations along with the

Audited Financial Statements for the year 31 March

2018.

2. REVIEW OF OPERATIONS

During the year under review, your company

recorded total income of Rs. 213.39 mn (Previous

Year Rs.50.92 mn) comprising of Income from

Animation services Rs.1.23 mn (Previous Year

Rs.4.23 mn) Engineering Services Rs.6.80 mn

(Previous Year Rs.5.13 mn) other services Rs.0.04

mn (Previous Year Rs.2.57 mn) and other income

Rs.205.32 mn (Previous Year Rs.38.99 mn). The

Company reported a net profit of Rs.87.82 mn.

The Company continued to carry on the business of

electronic manufacturing services and animation

content development during the year under review.

As the Company's amalgamation proposal of parent

company merging with the company got sanctioned

only in March 2018, the company could not pursue

any major initiatives for lack of working capital

finances. However you will be pleased to know that

the company has been successful in monetizing one

of our real estate assets towards the end of March

2018, which is part of the revenue reported in the

accounts.

By way of a Settlement Agreement and Release

dated 15 March 2017, signed by and between the

company, Accel Limited and other Promoters M/s.

CAC Holdings Corporation, Japan and Accel

Frontline Limited, a settlement has been arrived at

wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts include loss on transfer of the shares amounting to Rs.73.83 mn which has been shown under Exceptional Item.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3). Dividend Distribution

During the year under review, the Company declared and paid to the shareholders, an interim dividend of Rs.0.40 per equity share (i.e. 20% of face value Rs.2 per share) in the month of June, 2018 and this is being proposed as final dividend also.

4). Transfer To Reserves

No amount was transferred to reserves during the FY 2017-18 as this is no longer mandatory.

5).Amalgamation of Holding company Accel Limited with company

On 5 March 2018, the Company received the order from National Company Law Tribunal, Chennai Bench, approving the Scheme of Amalgamation and Arrangement between Accel Transmatic Limited “Transferee Company” and Accel Limited “Transferor Company”.

Pursuant to the approved Scheme

The face value of the equity share of the transferee company has been reduced from Rs.10 per share to Rs. 2 per share and members of the Transferee Company other than Accel Limited have been issued 54,07,401 (Fifty Four Lakhs Seven Thousand Four Hundred and One) shares of Rs.2/- each.

16 (Sixteen) equity shares at par of the Transferee Company having face value of Rs.2/- per share fully paid up for every 1 (One) Equity shares of the face value of Rs.10/- per share fully paid up held by such member of the Transferor Company and the total number of shares so issued shall be 5,16,00,000 (Five Crore Sixteen Lakhs) shares of Rs.2/- each.

The 56,30,000 equity shares held by transferor company in transferee company (cross holding) has been cancelled.

The name of the transferee company has changed from “Accel Transmatic Limited” to “Accel Limited”.

1. FINANCIAL HIGHLIGHTS INR in Millions

Particulars 2018 2017

Income from Operations 213.39 50.92

Profit /(Loss) before interest, depreciation and tax 179.42 1.56

Interest 7.25 6.32

Depreciation & Amortisation 10.52 14.78

Exceptional item 73.83 -

Profit/(Loss) before tax 87.82 (19.54)

Provision for Taxation - -

Profit/(Loss) after tax 87.82 (19.54)

ACCEL LIMITED


8

The Company has received the listing and trading approval from the Bombay Stock Exchange for new securities issued pursuant to t h e S c h e m e o f A m a l g a m a t i o n a n d Arrangement.

6. Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.

7. Reporting under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All emp loyees (permanent , cont rac tua l , temporary, trainees) are covered under this policy. No case was reported relating to Sexual harassment complaints during FY 2017-18.

8. Meetings Of The Board And Its Committees

The board of directors, in compliance with Section 173 of the Companies Act, 2013('the Act'), read along with Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, meets at regular intervals to discuss on Company/business policy, strategy and financial results apart from other Board Business. The board has met six times during the financial year. The maximum interval between any 2 board meetings did not exceed 120 days.

The Company's board has the following committees:

Audit Committee

Nomination and Remuneration committee

Stakeholder relationship committee

The details of Composition, number of meetings, quorum at the meetings of the board and its committees listed above, during the FY 2017-18 and its terms of reference are briefly provided in Corporate Governance Report.

AUDIT COMMITTEE

Your company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit committee are in line with Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules 2014 and the Listing Regulations as amended. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2017-18.

NOMINATION AND REMUNERATION POLICY

Your company has in place a Nomination and Remuneration Policy to ensure that the Board and Top Management is appropriately constituted to meet its fiduciary obligations to stakeholders, to identify and determine the integr i ty, qual ificat ion expert ise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/ Independent Directors, Key Managerial Personnel and Senior Management which are in line with the provisions of the Companies Act, 2013 and rules prescribed therein, as amended from time to time and as per the Listing Agreement with Stock Exchange(s), as amended from time to t ime and/or such other statutory notification, amendment or modification, as may be applicable.

9. Auditors and Audit Report

Statutory Auditors

The Statutory Auditors of the Company, M/s. V i j aykumar & Easwaran , Cha r te red Accountants (Firm Registration Number – 004703S) were appointed at the 31st Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 36th Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. R. Kannan, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2017-18. The Report of the Secretarial Auditor for FY 2017-18 is annexed as 'Annexure A' to this Report.

ACCEL LIMITED


9

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

For FY 2018-19 it is proposed to appoint J.M. & Associate, Company Secretaries as Secretarial Auditors.

10. Directors' Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial statements for the year ended 31 March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied consistently and made such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 31 March 2018 and of the profit of the Company for that period;

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

iv. annual financial statements have been prepared on a going concern basis;

v. internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

11. Fixed Deposit From Public

The Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

12. Extract Of Annual Return

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed as 'Annexure B' to this Report.

13. Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

14. Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

15. Related Party Transactions

During the FY 2017-18, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arm's length and in ordinary course of business.

Omnibus approva l fo r re la ted par ty transactions (at arm's length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee from time to time. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and thus disclosure in Form AOC-2 is not applicable to the Company.

16. Management Discussion and Analysis

The Management Discussion and Analysis and various initiatives and future prospects of the Company is presented in a separate section, which forms part of this Annual Report.

17. Auditors' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the SEBI Listing Regulations, 2015. This certificate is enclosed separately to this report.

18. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an 'Annexure C' to this Report.

19. Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

ACCEL LIMITED


10

20. Details of directors

During the year under review all independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the said Act and Regulation 16(1)(b) of SEBI, Listing Regulations, 2015.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. N.R. Panicker, Managing Director (DIN: 00236198) is liable to retire by rotation at the ensuing Annual General Meeting and offers himself for reappointment. The necessary resolution is being placed before the shareholders for approval.

21. Promoters shareholding

The Promoter shareholding is presented in the separate section in MGT-9 which forms part of this Annual Report.

22. Significant And Material Orders Passed By The Regulators Or Courts

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 2017-18 impacting the going concern status and your Company's operations in future.

23. Particulars Of Employees

The information required under section 197 of the Act and rules made there-under, in respect of employees of the company, is not required to be provided since there are no employees covered under the provision.

24. Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

25. Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its

business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevent ion o f er rors , accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

26. Documents placed in the company's website (www.acceltransmatic.com/ www.accel-india.com)

Financial results for every fiscal year

Shareholding Pattern

Notes and Communication during each financial year.

Details on Corporate Governance initiatives.

26. Acknowledgements

The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors a c k n o w l e d g e w i t h g r a t i t u d e t h e encouragement and support extended by the valued shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

N.R.Panicker

Managing Director

DIN 00236198

Place: Chennai

Date: 14.08.2018

ACCEL LIMITED


11

ANNEXURE AForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,ACCEL LIMITED(formerly Accel Transmatic Limited)3rd Floor, SFI Complex, No.178, Valluarkottam High road,Numgambakkam, Chennai-600034.

I have conducted secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by M/s Accel Limited (hereinafter called 'the company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 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; - Not Applicable.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(iv) 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; - Not applicable during the Audit Period.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - Not applicable during the Audit Period.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable during the Audit Period.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2013 - Not applicable during the Audit Period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not applicable during the Audit Period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable during the Audit Period.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable during the Audit Period.

We have also examined compliance with the applicable clauses of the following:

(Isecretarial Standards issued by The Institute of Company Secretaries of India (Notified with effect from 1st July, 2015).

(ii) The Listing Agreements entered into by the Company with the Stock Exchanges, where the equity shares of the Company are listed and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

ACCEL LIMITED


12

I report that there were no actions / events in pursuance of

(a) 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.

No specific violations in respect of Tax laws came to the notice of the undersigned from the review of the said check list. However I report that I have not carried out the audit with reference with the applicable financial laws, such as the Direct and Indirect Tax Laws, as same falls under the review of statutory audit and other designed professionals.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that during the audit period, there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. having a major bearing on the company's affairs.

Based on a review of the reports by operation departments of the company to Top Management/Board of Directors of the Company, I report that the company has substantially complied with the provision of those Acts that are applicable to it such as payment of wages Act 1936, Minimum Wages act 1948, Employees Provident Fund Act 1952, Employees state Insurance act 1948.

This Report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.

ACCEL LIMITED


‘Annexure I'

To,

The Members

ACCEL LIMITED (formerly Accel Transmatic Limited)

Chennai

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

Aiswarya N

Associate of R Kannan

Practicing Company Secretary

ACS No:A51960

PCS No20319

Date : 14.08.2018

Place : Chennai

13

i) Company Identification Number L30007TN1986PLC100219

ii) Registration Date 19 May 1986

iii) Name of the Company Accel Limited (Formerly known as Accel Transmatic Limited)

iv) Category / Sub Category of the Company Animation Services

Engineering Services

Real Estate Development

v) Address of the Registered Office and 3rd Floor, SFI Complex, 178 Valluvarkottam

Contact details High Road, Nungambakkam, Chennai 600034

Tel: 044 28222264

Email:[email protected]

Website:www.acceltransmatic.com/ www.accel-india.com

vi) Whether Listed Company Yes / No Yes – BSE

vii) Name and address of Registrar and M/s. Integrated Registry Management Services Transfer Agents if any. Pvt. Ltd

2nd Floor, KENCES Towers No.1 Ramakrishna Street, North Usman Road, T. Nagar Chennai 600 017 Tel: 044-2814801 – 803 Email: [email protected]

Annexure-B

FORM MGT-9

Extract of Annual Return as on the financial year ended on 31 March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS AND ACTIVITIES OF THE COMPANY:

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

Sl.No.

Name and description of main products / service

NIC Code of the product / service

% total turnover of theCompany

1. Engineering Services 26109 35.45

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl.No.

Name and addressOf company

CIN/GLN ApplicableSection

1. Accel Media Ventures Ltd U74999TN1987PLC014976 Subsidiary 76.76 2(87)

2. Accel Systems Group Inc. N.A Subsidiary 100 2(87)

3. Cetronics Technologies U72900KL2016PTC040122 Subsidiary 58.82 2(87) Private Ltd

Holding /Subsidiary /Associate

% of sharesHeld

ACCEL LIMITED


14

A. Promoter

1) Indian

a) Individual/ HUF 1,121,661 - 1,121,661 10.16 1,121,661 - 1,121,661 10.16 -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp 5,630,000 - 5,630,000 51.01 5,630,000 - 5,630,000 51.01

e) Banks / FI - - - - - - - - -

f) Any Other - - - - - - - -

Sub-total(A)(1):- 6,751,661 - 6,751,661 61.17 6,751,661 - 6,751,661 61.17 -

2) Foreign

g) NRIs-Individuals - - - - - - - - -

h) Other-Individuals - - - - - - - - -

i) Bodies Corp. - - - - - - - - -

j) Banks / FI - - - - - - - - -

k) Any Other…. - - - - - - - - -

Sub-total (A)(2):- - - - - - - - - -

B. Public Shareholding

1. Institutions

a) Mutual Funds - 2,144 2,144 0.01 - 2,144 2,144 0.01 -

b) Banks / FI 400 120 520 0.01 400 120 520 0.01 -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1) 400 2,264 2,664 0.02 400 2,264 2,664 0.02 -

2. Non Institutions

a) Bodies Corp.

(i) Indian 198,516 4,480 202,996 1.83 196,456 4,480 2,00,936 1.82 (0.01)

(ii) Overseas 560 - 560 0.005 560 560 0.005 -

b) Individuals

(I)Individual 1,752,931 281,763 2,034,694 18.43 1,746,495 281,323 2,027,818 18.37 (0.06)shareholders holding nominal share capital upto Rs. 2 lakh

(ii) Individual shareholders holding 1,830,771 40,500 1,871,271 16.95 1,842,560 40,500 1,883,060 17.06 0.11nominal share capital in excess of Rs 2 lakh

a) Others(Specify) 173,555 - 173,555 1.57 170,702 - 170,702 1.54 (0.03)

Sub-total (B)(2) 3,956,333 326,743 4,283,076 38.81 3,956,773 326,303 4,283,076 38.81 -

Total Public Shareholding (B)=(B)(1)+ (B)(2) 3,956,733 329,007 4,285,740 38.82 3,957,173 328,567 4,285,740 38.82 -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total

(A+B+C) 10,708,394 329,007 11,037,401 100.00 10,708,834 328,567 11,037,401 100.00 -

IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) i. Category-wise shareholding:

Category ofShareholders

% Change duringthe year

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares


ACCEL LIMITED


15

01 GOPINATHAN NAIR N

At the Beginning of the Year 150,675 1.37 150,675 1.37

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* -

- - -

At the end of the year (or on the date of separation, if separated during the year) 150,675 1.37 150,675 1.37

1. Accel Limited 5,630,000 51.01 13.32 5,630,000 51.01 13.32 -

2. N.R. Panicker 914,810 8.29 - 914,810 8.29 - -

3. Sreekumari Panicker 100,000 0.91 - 100,000 0.91 - -

4. Shruthi Panicker 106,851 0.97 - 106,851 0.97 - -

TOTAL 6,751,661 61.17 - 6,751,661 61.17 - -

ii. Shareholding of Promoters:

S.No. %

Change duringthe year

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

Shareholder’s Name

% of total Shares of the company

% of Shares Pledged / encumbe red to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbe red to total shares

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

S.No.

Shareholding at the beginning of the year (01.04.2017)

Cumulative shareholding during the year (31.03.2018)

Name

No. of Shares % total shares of the company

No. of Shares % total shares of the company

I Accel Limited - - - -

II N. R. Panicker - - - -

III Sreekumari Panicker - - - -

IV Shruthi Panicker - - - -

a. At the beginning of the year - - - -

b. Date wise Increase / (Decrease) in promoters shareholding during the year specifying the reasons for Increase / (Decrease) (e.g. Allotment / Transfer / Bonus / Sweat equity etc). - - - -

c. At the end of the year - - - -

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

S.No.

Shareholding Cumulative Shareholdingduring the year

Name of the Shareholder

No. ofShares

% of theTotal sharesOf the company

No. ofShares


ACCEL LIMITED


16

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


Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)* - - - -


03 PHILIP JOHN




04 RAVINDRAN T




06 PRABHU S T


Purchase during the Year 75,000 0.68 99,000 0.90


07 SIHL FINCAP LTD




08 JOB VARGESE




09 SNEHA RAJAN




10 SHANTHI CHANDRASEKARAN




S.No.

Shareholding Cumulative Shareholdingduring the year

Name of the Shareholder

No. ofShares


No. ofShares


It is not feasible to track movement of shares on daily basis. The changes are because of market transactions.The above details are given as on 31 March 2018. The Company is listed and 97% shareholding is in dematerialized form. Hence, it is not feasible to track movement of shares on daily basis.Further, Company has not allotted/transferred or issued any bonus or sweat equity shares during the year.

ACCEL LIMITED


17

N. R. Panicker 91,4810 8.29

Dr C.N. Ramchand 34,687 0.03

Shruthi Panicker 106,851 0.97

v. Shareholding of Directors and Key Managerial personnel

As on 31.03.2018

No. of Shares

Name

No other Director/Key Managerial Personnel holds any equity shares in the Company.V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment- NILVI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager: 01

Name of Managing Director

S.No Rs. In Lacs(per Annum)

1 Gross Salary

1(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 36

1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 5.8

1( c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 -

2 Stock Option -

3 Sweet Equity -

4 Commission -

- as a % of Profit -

- others (specify) -

5 Others, please specify: Retirement benefits -

Total (A) 41.80

Ceiling as per the Act -

% to total shareholding

Mr. N.R. Panicker

Particulars of Remuneration

B. Remuneration to Other Directors

Name of Managing Director

S.No Total Amount(Rs In Lacs)

1 Fee for attending board / committee meetings 1.90 1.90 3.80

2 Commission - - -

3 Others, Please specify - - -

Total 1.90 1.90 3.80

Total Managerial Remuneration

Overall Ceiling as per the Act 6% of the Net Profit

Mr. N.R. Panicker

Particulars of Remuneration Name of Directors

Independent Directors C.N. Ramchand M. Ayyappan

ACCEL LIMITED


18

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

S.No

Rs. In Lacs(per Annum)

1 Gross Salary

1(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 9.66 4.33 14.01

1(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - - -

1( c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 - - -

2 Stock Option - - -

3 Sweet Equity - - -

4 Commission - - -

- as a % of Profit - - -

- others (specify) - - -

5 Others, please specify: Retirement benefits - - -

Total (A) 9.66 4.33 14.01

Ceiling as per the Act NA NA NA

Particulars of Remuneration Company Secretary Mr. U. Bharat Kurup(w.e.f.- )

Company SecretaryMr. A. Ramanathan (upto- )

VII. PENALITIES / PUNICHSMENT / COMPOUNDING OF OFFENCES:

There were no penalties / punishment / Compounding of offences for the year ending 31 March 2018.

ACCEL LIMITED


ANNEXURE C:

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

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

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

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

19

ANNEXURE - D

Additional Note to MGT 9

In view of the order passed by the National Company Law Tribunal dated 5th March 2018, approving the

Scheme of Capital Reduction and Amalgamation between the M/s. Accel Transmatic Limited (“Transferee

Company” or “the Company”) and M/s. Accel Limited (“Transferor Company”) with effect from the

appointed dated i.e. 01st April 2014, your company would like to provide additional information in this

regard.

Upon the Scheme becoming effective from the Appointed Date, the existing issued, subscribed and paid

up share capital of the Company was reorganized to facilitate the restructuring of its financial position. The

Share Allotment Committee of the Company in its meeting dated 21st April, 2018 has given effect to the

capital restructuring. In this regard the share capital of the Company has changed in the following

manner:

i. The face value of issued, subscribed and fully paid-up equity share capital of the Company has been

reduced from Rs.10/- per share to Rs.2/- per share. Hence, every equity shareholder holding one

equity share of Rs.10/- each of the Company as on the record date has been issued 1 (one) equity

share of Rs.2/-each.

ii. The cross holding of 56,30,000 equity shares by the Transferor Company in the Company has been

cancelled.

iii. The shareholders of Transferor Company have been issued 16 (sixteen) equity shares of Rs.2/- each

in the Company for every 1 (one) equity share of Rs.10/- each held by them in Transferor Company as

on the record date.

The accounts of the Company have been prepared in accordance with the Companies (Indian Accounting

Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other

recognized accounting practices and policies to the extent applicable. Based on the provisions of Ind AS

the previous year's figure have been regrouped, recasted and rearranged wherever necessary from the

appointed date of the Scheme i.e. 01st April, 2014. Hence the amounts of the previous year represent the

figures of the merged entity as at 31st March, 2017 and are not comparable with previous year Annual

report. However, the same has not been captured in MGT-9 (Annexure A to the Board’s Report) as the

allotment was done after 31st March, 2018 (i.e. on 21st April, 2018).

Hence, for your reference we have provided the shareholding pattern post implementation of the Scheme

of Capital Reduction and Amalgamation.

Share Holders of Description of the Number of shares of shares issued Rs.2/- each

Accel Limited Equity 51,600,000

Accel Transmatic Limited Equity 5,407,401

Total 57,007,401

ACCEL LIMITED


20

A. Promoter

1) Indian

a) Individual/ HUF 40,777,661 - 40,777,661 71.53 40,777,661 - 40,777,661 71.53 -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any Other - - - - - - - -

Sub-total(A)(1):- 40,777,661 - 40,777,661 71.53 40,777,661 - 40,777,661 71.53 -

a) NRIs-Individuals - - - - - - - - -

b) Other-Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub-total (A)(2):- - - - - - - - - -

B. Public Shareholding

1. Institutions

a) Mutual Funds - 2,144 2,144 0.004 - 2,144 2,144 0.004 -

b) Banks / FI 400 120 520 0 400 120 520 0 -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

a) FIIs - - - - - - - - -

b) Foreign Venture Capital Funds - - - - - - - - -

c) Others (specify) - - - - - - - - -

Sub-total (B)(1) 400 2,264 2,664 0.004 400 2,264 2,664 0.004 -

2. Non Institutions

a) Bodies Corp.

(i) Indian 192,261 4,480 196,741 0.34 192,261 4,480 196,741 0.34

(ii) Overseas 560 560 0 560 - 560 0 -

b) Individuals

(i) individual 1,703,668 289,043 1,992,711 3.49 1,703,668 289,043 1,992,711 3.49 -shareholders holding nominal share capital upto Rs. 2 lakh

(ii) Individual 13,595,267 264,500 13,859,767 24.31 13,595,267 264,500 13,859,767 24.31 -shareholders holding nominal share capital in excess of Rs 2 lakh

a) Others(Specify) 177,297 - 177,297 0.31 177,297 - 177,297 0.31 -

Sub-total (B)(2) 15,669,053 558,023 16,227,076 28.46 15,669,053 558,023 16,227,076 28.46 -

Total Public Shareholding (B)=(B)(1)+ (B)(2) 15,669,453 560,287 16,229,740 28.46 15,669,453 560,287 16,229,740 28.46 -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total

(A+B+C) 56,447,114 560,287 57,007,401 100 56,447,114 560,287 57,007,401 100 -

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

Category ofShareholders

% Change duringthe year

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year



ACCEL LIMITED


21

Management Discussion and Analysis

A. Indian Economy and industry overview

The Indian economy is on a growth trajectory a n d E l e c t r o n i c M a n u f a c t u r i n g a n d Entertainment (M & E) sector also has been showing steady growth.

With the Government of India's initiative for Make in India has witnessed many global corporations starting manufacturing in the electronics sector, especially in the Defence and Consumer electronics domain. The potential for Electronics manufacturing is very high now in India.

The animation and VFX industry has grown significantly over the years, not only supporting the growing Indian M & E sector but also developed as an outsourcing industry for global markets.

B. Business model

The Company has been reorganizing its business portfolio in the light of our merger with the parent company. The company has strategically decided to focus on Electronic Manufacturing services (Engineering services division) as the core business and Real Estate related business as another focused area for growth. As regard to the Animation Division, the company decided to focus merely on exploitation of its products (IPs).

Engineering service division

The company embarked on developing a business around Electronics Manufacturing Services (EMS) in line with the GOI's make in India initiative. We have created capabilities in designing and manufacturing of professional electronics subassemblies and products. We have successfully launched our operations during the year and are in the process of adding more products for manufacturing services. The business requires certain investments to be made in SMT equipment and production lines. As the merger is over and working capital funding is available, the Company can now expand its Engineering Services operations going forward.

Real Estate Development

Since the Company is holding real estate as freehold land and buildings and also leased land from Kerala Infrastructure Development Corporation, the Company has identified real estate related services including development as a core area of focus going forward so as to unlock the value of such assets. The management is in talks with developers to develop the real estate assets located in Thiruvananthapuram, in such a way that the

benefits can accrue to the Company in near

term and also on a long term basis. Initial

efforts are on to convert part of the factory land

in Gandhipuram, Thiruvananthapuram to be

developed as an apartment complex. The

Company is in the process of obtaining

necessary approvals to construct an area of

1,50,000 Sq Ft of IT space initially on the lease

hold land provided to us by KINFRA, in their

SEZ, which shall be let out on rent to IT/ITES

companies. Barring unforeseen circumstances,

these initiatives will bear fruit in the next 2-3

years.

Animation service division

The Company has been having its Animation

division for almost 10 years and has been

handicapped in pursuing its growth due to non

availability of funds. In the meantime, the

Company has set up a subsidiary company by

name Accel Media Ventures to pursue Visual

Effects (VFX) business for the movie industry

that also include certain animation work. Our

animation division currently holds right for

certain IPs, which can be exploited in the near

term. However it is being explored whether the

animation assets can be transferred to Accel

Media Ventures and the company can focus on

its Engineering Services and Real Estate

businesses for future growth.

Strategic Business Initiatives

The Company is always on the lookout for new

business opportunities and with a stronger

ba lance sheet af ter the merger and

monetization of one of its real estates, the

company may enter in to new business avenues

during the current year to ensure steady

income stream for the Company.

C. Future Outlook

With domestic industry growing rapidly, the

management believes that with its renewed

focus on Electronics Manufacturing and Real

estate services business, the turnover and

profitability can go up slowly and but surely in

the next 5 years. As the Company's core

competency being electronic design and

manufacturing, the management is confident of

turning around the fortunes of the Company.

D. Opportunities, Risks and threats.

In the electronics manufacturing services

business, due to various advantages available

for SME companies to manufacture locally we

intend to provide these services initially to

SMEs and then to large manufacturing

companies who currently import from China.

ACCEL LIMITED


22

On the real estate side, the Indian IT/ITES industry is continuing to grow at a healthy rate of 10-15% per annum; there is need for more space especially in Tier 2 cities l ike Thiruvanathpuram. In the KINFRA SEZ in Thiruvananthapuram, the Company owns 2 acres of prime land on long term lease. The Company is in the process of constructing up to 3 Lakhs sq ft of rentable space, in 2 phases, the first phase of construction to start in the next 4 months. The Company is also exploring to co-develop a residential property of 1 Lakh sq ft in Thiruvanathapuram in the land owned by it. The management is confident of the success of these ventures because of the opportunities for exploitation of Real Estate asset is more in Thiruvananthapuram.

Company's ambitious expansion plans involve term finance as well as working capital finance which will have to be availed from financial institutions like KSIDC or Banks. Servicing of such loans will be dependent of state of economy and the industries doing well. So there could be certain risks involved with the business plans. However, considering that our debt /equity will be at comfortable levels, the risks are mitigated.

There are new and upcoming projects of similar nature at different location can be a threat to the Company. However, we are planning for these expansions in phases and as such projects of these types will continue to survive and flourish.

E. Internal Control Systems and their adequacy

One of the key requirements of the Companies Act, 2013 is that companies should have adequate Internal Financial Controls (IFC) and that such controls should operate effectively. Internal Financial Controls means the policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Your Company has adequate systems and processes to assess and ensure that not only does adequate control exist it also provide various input to the management for timely corrections. The process involves scoping and planning to identify and map significant accounts and processes based on materiality. Thereafter risk is identified and their associated controls are mapped, else remediation is implemented. These controls are tested to assess operating effectiveness.

The auditor performs independent verification of controls. The Auditors' Report is required to comment on whether the Company has adequate IFC system in place and such controls are operating effectively.

Your Company's Internal Control System is robust and well established and being followed for many years with periodic improvements. It includes documented rules and guidelines for conducting business. The environment and controls are periodically monitored through procedures/ processes set by the management, covering critical and important areas. These controls are periodically reviewed and updated to reflect the changes in the business and environment.

F. Human resource management

As on 31 March 2018, the Company has employee strength of only 14 to carry on its present downsized level of activities and is expected to grow slowly. We have an established employee recruitment and retention policy, which involves identifying right talents through recruitment and training programme as well as lateral recruitment and providing them with appropriate training and induction. We ensure that all our employees receive technical and managerial inputs regularly through various training and induction.

G. Forward-Looking statements

Statements in the Management Discussion and Analysis describing the Company's objective, projections estimates and expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas market in which the company operates, change in Government regulations, tax laws, interest costs, other statutes and other incidental factors. Thus the company should and need not be held responsible, if the future turns out to be something quite different. The Discussion and Analysis should be pursued subject to this management disclaimer.


N.R.Panicker

Managing Director

DIN 00236198

Place: Chennai

Date: 14.08.2018

ACCEL LIMITED


23

Corporate Governance Report

1. Company's practice on Corporate Governance

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

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

Your Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stem from the dynamic culture and positive mindset of the organization. The Corporate Governance guidelines are in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations, 2015'). In its pursuit of excellence towards corporate governance, Company has adopted Accel Code of Conduct for Board members, Accel Code of Conduct for Prevention of Insider Trading, Code of Corporate Disclosures & Vigil Mechanism.

2. Board of Directors

A. Composition of Board:

The present Board of the Company consists of four directors, out of whom one is executive director, two are non-executive independent and one is non-executive non-independent (Women Director). The Company has an appropriate size of the Board for real strategic discussion and avails benefit of diverse experience and viewpoints.

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

None of the Directors on the Board are Members of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which they are Directors. Necessary disclosures regarding Committee

positions in other public companies as on 31

March 2018 have been made by the Directors

as per Clause 49 (II) (D) of the listing

agreement.

B. Number of meetings of the Board

During the year 2017-18 the Board of Directors

met six times, viz. 25 May 2017, 14 September

2017, 14 November 2017, 14 December 2017,

14 February 2018, 29 March 2018. The

maximum time gap between any two

consecutive meetings did not exceed 120 days.

C. Attendance record of directors

Details of attendance of Directors at Board

Meetings and at the last Annual General

Meeting held on 28 September 2017, with

particulars of their Directorships and

Cha i rmansh ip /Membersh ip o f Boa rd

Committees of the companies showing the

position as on 31 March 2018 are given below:

ACCEL LIMITED


24

Committee/s position as on

31.03.2018 (All companies including

this company)

Name of the Director

Category as at 31.03.2018

No. of Board

meetings Attended Out of 06 Meetings

Held as on 31.03.2018

Attendance At the last AGM held

On 28.09.2017

No. of Director Ship held in Indian

Public Limited

Companies (including

this company)

Member Chairman

Mr. N.R. Panicker Executive Managing Director, Promoter 06 Yes 01 01 -

Dr. C.N. Ramchand Non Executive Independent Director 06 Yes 02 03 02

Dr. M. Ayyappan Non Executive 06 Yes 01 02 01 Independent Director

Ms. Shruthi Panicker Non Executive 06* No 01 01 00 Director

*6 meet ings pa r t i c i pa ted v i a V ideo conferencing.

Chairmanships/Memberships of Board Committees include only Audit, Stakeholders Relationship Committee held in listed entities including this Company.

D. Relationship with other directors

Ms. Shruthi Panicker is the daughter of Mr. N.R. Panicker.

E. Shares held by non-executive directors

Ms. Shruthi Panicker, non-executive director of the Company holds 6,506,851 number of equity shares as on 30 June 2018.

Dr. C.N. Ramchand, non-executive independent director of the Company holds 34,687 number of equity shares as on 30 June 2018.

F. Non-Executive Independent Directors' compensation and disclosures:

The Non-Executive Independent Directors are paid sitting fee within the limits prescribed under Section 197(1) (ii) of the Act. The Non-Executive Independent Directors did not have any material pecuniary relationship or transactions with the Company except the payment of sitting fees and commission to them during the year 2017-18.

Independent Directors are not serving as Independent Directors in more than seven listed companies. None of Directors of the Company hold the position as Whole-time Director in company itself nor serve as Independent Director in more than three listed companies.

The Company has received declarations of

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

G. Code of Conduct

i. The Board of Directors have laid down Code of Conduct for Board of Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Directors as well as Senior Management of the Company are uploaded on the website of the Company - www.acce l t ransmat ic .com/www.accel-india.com.

ii. All the Board Members and Senior Management personnel have affirmed compliance with the Code as at 31 March 2018. The Annual Report of the Company contains a declaration to this effect signed by the Managing Director.

H. Remuneration policy

The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company endeavors to attract, retain, develop and motivate a high performance wo r k f o r c e . The Company f o l l ows a compensation mix of fixed and variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

ACCEL LIMITED


25

I. Familiarization Program of Independent Directors

With a view to familiarizing the independent directors appointed by the Board with the Company's operations, as required under regulation 25(7) of the SEBI Listing Regulation, 2015, they are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having gone-to-one meetings. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and internal policies available at our website to enable them to familiarize with the Company's procedures and practices.

J. Vigil mechanism / whistle blower policy

Pursuant to section 177(9) of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 22 of the SEBI Listing Regulations, 2015), a vigil Mechanism / whistle Blower Policy for employees has been established to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. We further affirm that during the financial year 2017-18, no employee has been denied access to the audit committee.

3. Board Committees

A. Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 18 of the SEBI Listing Regulations, 2015) pertaining to the Audit Committee. Its functioning is as under:

(i) The Audit Committee presently consists of the three Non-Executive Directors, out of which two are Independent Directors;

(ii) All members of the Committee are financially literate and having the requisite financial management expertise;

(iii) The Chairman of the Audit Committee is an Independent Director;

(iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 28 September 2017.

During the year, the Audit Committee met four times: 25 May 2017, 14 September 2017, 14 December 2017, 14 February 2018. The meetings were scheduled well in advance and not more than one hundred and twenty days elapsed between any two meetings.

In addition to the members of the Audit Committee, these meetings were attended by the Manager – Accounts, representatives of Statutory Auditors and representatives of the Internal Auditors. Further, on invitation, directors who are not members of the Committee also attended the meetings of the Committee.

The Company Secretary acted as the secretary of the Audit Committee.

Composition of the Audit Committee and the attendance record of members for 2017-18

Pursuant to the terms of reference, the Audit Committee, inter alia, discussed and deliberated on the financial results, appointment/re-appointment of statutory auditors, review of internal audit functions, review and approval of related party transactions etc.

Name of Member Category Meetings held Meeting attended

Dr. M. Ayyappan

Dr. C.N. Ramchand


Chairman

Member

Member

04

04

04

04

04

04

ACCEL LIMITED


26

B. Nomination and Remuneration Committee

The Company complies with Section 178 of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 19 of the SEBI Listing Regulations, 2015) pertaining to the Nomination and Remuneration Committee. The Committee presently consists of the one Executive Director, and two Independent Directors.

During the year under review, the Committee met on 14 November 2017 and 29 March 2018. Further, on invitation, directors who are not members of the Committee also attended the meetings of the Committee.

Composition of the Nomination and Remuneration Committee and the attendance record of members for 2017-18

Terms of reference of the Nomination and Remuneration Committee include:

To identify persons who are qualified to become directors and who may be appointed in senior management, recommend to the board their appointment and removal and shall carry out evaluation of every director's performance;

Formulation of criteria for determining the qualifications, positive attributes and independence of the director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

Performance evaluation of Independent Directors:

The Nomination and Remuneration Committee evaluates the performance of Independent Directors and recommends Commission payable to them based on their commitment towards attending the meetings of the Board/Committees, contribution and attention to the affairs of the Company and their overall performance apart from sitting fees paid for each Board and committee meetings attended by them.

C. Stakeholders Relationship Committee

Committee was constituted to specifically look into the shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend, payment of unclaimed dividends, etc.

In addition, the Committee also looked into matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors' issues through various reports and statements furnished to the Board from time to time throughout the year. The Committee presently consists of the one Executive Director, and two Independent Directors.

The terms of reference of said Committee as follows:

To look into the redressal of complaints of security-holders on matters relating to transfer of shares, dematerialisation of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates, etc.

To look into matters that can facilitate better security-holders services and relations.

Composition of the Stakeholders Relationship Committee for 2017-18

Name Capacity Meetings held Meeting attended

Dr. C.N. Ramchand

Dr. M. Ayyappan

Mr. N.R Panicker

Chairman

Member

Member

02

02

02

02

02

02

Name Capacity

Dr. C.N. Ramchand

Dr. M. Ayyappan

Mr. N.R Panicker

Chairman

Member

Member

ACCEL LIMITED


27

Further, Mrs. Priyam Agrawal, Company Secretary of the Company is the Compliance Officer for the purpose.

Investors' complaints attended and resolved during 2017-18

4. Remuneration of directors

A. Pecuniary transactions with non-executive directors

During the year under review, there were no pecuniary transactions with any non-executive director of the Company.

The register of contracts is maintained by the Company under section 189 of the Companies Act, 2013. The register is signed by all the directors present at the respective Board meetings.

B. Criteria of making payments to non-executive directors

Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making, and provide leadership and strategic guidance while maintaining objective judgment. They also oversee the corporate governance framework of the Company.

C. Non-executive directors

Remuneration/sitting fees paid to non-executive directors for the year ended 31 March 2018 is as under:

D. Executive directors

During the year under review, Mr. N.R. Panicker, Managing Director of the Company has drawn Rs.41.80 Lacs as salary. It contains the following components- Rs.36.00 Lacs as Salary and allowance, Rs.5.80 Lacs as perquisites etc.

Notes:

(i) The Company does not pay any remuneration to Non-Executive Directors except sitting fees to Independent Directors of Rs.20,000 each meeting of the Board of Directors and Rs.10,000 each for Committee meeting.

5. General Body Meetings

Location and time of Annual General Meetings held in the last 3 years:

Opening BalanceReceived during the

year 2017-2018Resolved during the

year 2017-2018Closing Balance

NIL NIL NIL NIL

S.No. Name of Director Designation Sitting Fees

Dr. M. Ayyappan

Dr. C.N. Ramchand


1

2

3



Non-executive Director

Rs.1.90 lacs

Rs.1.90 lacs

Nil

YearDetails of Special

Resolution passed at AGMVenue of MeetingType Date & Time

03.02.2016, 11.00 AM

AGM

AGM

AGM

2014-2015

2016-2017

2015-201630.12.2016, 11.30 AM

28.09.2017, 11.30 AM

KUMGAI Auditorium, ABK-AOTS DOSOKAI, 3rd Floor, Chateau D Ampa, 37 Nelson Manickam Road, Aminjikarai, Chennai 600 029

Hotel Raindrops, Greams Road, Chennai 600 006

Hotel Raindrops, Greams Road, Chennai 600 006

Appointment of Smt. Shruthi Panicker as a woman director.

Appointment of Mr. N.R. Panicker as Chairman & Managing Director of the Company and payment of remuneration.

None

ACCEL LIMITED


28

Postal ballot

During the year under review, no resolutions were proposed to be passed by the members through postal ballot process.

No Special Resolutions are proposed to be conducted through Postal Ballot as on the date of this Report.

6. Means of Communication

A. Quarterly & yearly results

The unaudited quarterly financial results are approved and authenticated by the Board of Directors within 45 days from the end of each quarter and the audited financial results along with the last quarter results within 60 days from the close of the financial year. Such results are communicated within 30 minutes to the stock exchanges where the shares of the company are listed and also placed on the website of the Company. The financial results are also published in the newspapers as per the format provided by the SEBI within 48 hours from the date of the board meeting wherein financial results were approved.

B. Newspaper publication

The results are published in the English which has nation-wide circulation and in a Tamil daily being the vernacular language having wide circulation in the state in which the registered office of the company is situate.

C. Company Website

Upon intimation to stock exchange, the results are displayed in the website of BSE. The results are also uploaded in the company's website www.acceltransmatic.com / www.accel-india.com.

D. Official news release and presentations to institutional Investors

The company has not made any official news release nor made any presentations to the Institutional Investors or to the analysts during the year and as such the said provisions not applicable.

7. General Shareholder Information

A. Annual General Meeting:

B. Financial Year : April to March

D. Dividend Payment Interim Dividend for the year 2017-18 of Rs.

0.40 per equity share (i.e. 20% of face value of Rs.2/- per share) was paid to the eligible shareholders whose name appeared as on the record date.

E. Listing on Stock Exchanges and Stock Code / Symbol

The Annual Listing fees for the year 2018-2019 have been paid to the concerned stock exchange.

Po s t s c heme o f ama l gama t i o n and arrangement, the Company got the listing approval from The Bombay Stock Exchange on 11 June 2018 and the trading approval on 19 July 2018.

F. Market price data The reported high and low closing prices during

the year ended 31 March 2018 on BSE LTD, where your Company's shares are frequently traded vis-à-vis the Share Index, are given below:

Date 28 September 2018

Time 11.30 A.M.

Venue Meeting Hall, II Floor, Rain Drops, KTDC Business Hotel, 169/2, Greams Road, Chennai 600 006

Results for quarter ending 30thJune 2018

Mid August 2018

Results for quarter ending 30th September 2018

Results for quarter ending 31st December 2018

Results for year ending 31st March 2019

33rd Annual General Meeting (i.e. next year)

Mid November 2018

Mid February 2019

End May 2019

September 2019

Name of Stock Exchange Stock Code/Security ID

ISIN Number – INE258C01038

517494 /ACCEL

The Bombay Stock Exchange Ltd,Phiroze Jeejebhoy Towers, Dalal Street, Mumbai 400001

Month

April 2017May 2017June 2017July 2017August 2017September 2017October 2017November 2017December 2017January 2018February 2018March 2018

B S E

High Low

6.395.935.37NA

4.62NA

4.654.653.252.663.363.30

5.294.654.62NA

4.39NA

4.623.352.532.532.653.14

ACCEL LIMITED


Note : The above prices for shares in pre-merged entity with FV of Rs.10/-

C. Financial Calendar (Tentative)

29

G. Share Transfer Agents

The Company has appointed Integrated Share Registry Management Services Pvt Ltd as its share transfer agent and accordingly, processing of share transfer/ dematerialisation/rematerialisation and allied activities was outsourced to Integrated Share Registry Management Services Pvt Ltd, T.Nagar Chennai 600 017.

H. Share Transfer System

All physical transfers, transmission, transposition, issue of duplicate share certificate(s), issue of demand d ra f t s i n l i eu o f d i v i dend war ran t s , e t c . a s we l l a s r eques t s f o r dematerialisation/rematerialisation are being processed in periodical cycles at Intergrated. The work related to dematerialisation/rematerialisation is handled by Integrated through connectivity with NSDL and CDSL.

I. Distribution of Shareholding

Distribution of shareholding according of size class as on 31 March 2018

Share or Debenture holding of nominal value

Share/ Debenture Holders Share/ Debenture Amount

Rs. Number % to total % to totalRs.

(1) (2) (3) (4) (5)

Upto 100

101 – 250

251 - 500

501 – 1000

1001 – 5000

5001 – 10000

10001 & above

Total

4490

745

537

239

303

41

71

6426

69.87

11.59

8.36

3.72

4.72

0.64

1.10

100.00

1329092

266899

277254

5805644

321210

245262

2792040

11037401

12.04

2.42

2.51

52.60

2.91

2.22

25.30

100.00

Distribution of Shareholding pattern across category

Category As on 31 March 2018 As on 30 June 2018

No. of shares held

% to the total paid up capital

Face Value Rs.10 per equity share

Face Value Rs.2 per equity share

No. of shares held


Promoters

Indian

- Individuals

- Relatives of Promoters

-Body Corporate

914,810

206,851

5,630,000

8.30

1.87

51.01

27,770,810

13,006,850

48.71

22.81

Non Promoters

Financial Institutions/BanksMutual FundsBodies CorporateMargin Trading Account-CorporateOverseas Corporate BodiesLimited Liability PartnershipClearing MemberTrustsIndian PublicTotal

5202,144

199,43633,622

5601,500

-137,080

3,910,87811,037,401

0.010.011.810.310.010.01

-1.24

35.43100.00

5202,144

195,24034,622

5601,5005,595

137,08015,852,478

57,007,401

0.010.010.330.060.010.010.010.24

27.80100.00

ACCEL LIMITED


Note : The new shares of FV of Rs.2/- were issued & allotted on 18th April, 2018.

30

Capital Structure of the Company

A. Share Capital as on 31 March 2018

Authorized Capital

150,00,000 Equity Shares of Rs.10/- each

50,00,000 10% Cumulative Redeemable Preference Shares of Rs.10/- each

Issued, Subscribed and fully paid up



Total

15,00,00,000

5,00,00,000

Amount in Rupees

11,03,74,010

5,00,00,000

16,03,74,010

B. Share Capital as on 30 June 2018 (After issue of shares as per schme)

Authorized Capital

10,50,00,000 Equity Shares of Rs.2/- each


Issued, Subscribed and fully paid up


Total

21,00,00,000

5,00,00,000

Amount in Rupees

11,40,14,802

11,40,14,802

Top ten Shareholders as on 31st March 2018

Name of the Shareholder % to the total paid up capital

No. of shares held

Category

Promoter Bodies Corporate Accel Limited 56,300,000 51.01

Promoter Individual Panicker N.R 914,810 8.29

Resident Ordinary Gopinathan Nair N 150,675 1.37

Bodies Corporate Kerala Venture Capital 137,080 1.24 Trustee Pvt Ltd A/c Kerala Venture Capital Fund

Resident Ordinary Philip John 152,721 1.38

Relative of Promoter Shruthi Panicker 106,851 0.97

Relative of Promoter Sreekumari Panicker 100,000 0.91

Resident Ordinary Ravindran T 99,815 0.90

Resident Ordinary Prabhu S.T 99,000 0.90

Bodies Corporate Sihl Fincap Ltd 83607 0.76

Top ten Shareholders as on 30 June 2018

Name of the ShareholderCategory

Promoter Individual Panicker N.R 27,770,810 48.71

Relative of Promoter Shruthi Panicker 6,506,851 11.41

Relative of Promoter Sreekumari Panicker 6,500,000 11.40

Resident Ordinary R. Ganesh 4,908,877 8.61

Resident Ordinary Maqbool Hassan P 1,645,606 2.89

Resident Ordinary Lakshmipathi R 1,332,699 2.34

Resident Ordinary Aruna T Prabhu 1,329,005 2.33

Resident Ordinary Austin Paul Antony 1,059,382 1.86

Resident Ordinary Ramesan M 706,706 1.24

Resident Ordinary Ganga Devi B 371,250 0.65


No. of shares held

ACCEL LIMITED


31

Note:

By account of approval of the Scheme Amalgamation and Arrangement by the National Company Law Tribunal, Chennai Bench, on 05 March, 2018, the capital structure of the Company has changed. The face value of the equity shares have reduced from Rs.10 per share to Rs. 2 per share.

J. Dematerialization of shares

97.02% of the equity shares have been dematerialized as on 31 March 2018. The Company's shares can be traded only in dematerialised form as per SEBI notification. The Company has entered into an Agreement with NSDL and CDSL whereby shareholders have the option to dematerialize their shares with either of the depositories.

K. Outstandings GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

L. Plant locations

Animation Division

Trivandrum DRISHYA Building, Animation SEZ, KINFRA Film & Video Park,

Kazhakuttam, Trivandrum – 695 585

Engineering Division:

Chennai Shed No.34, SIDCO Electronics Complex, Guindy, Chennai 600 032

M. Address for correspondence

Investors and shareholders can correspond with the share transfer agent or the registered office of the Company at the following address:

Share Transfer Agent

Integrated Share Registry Management Services Pvt Ltd

2nd Floor, KENCES Towers

No1 Ramakrishna Street

North Usman Road, T.Nagar

Chennai 600 017

Contact Persons Mr. Sriram S

Compliance Officer

Mrs. Priyam Agarwal, Company Secretary and Compliance Officer of the Company can be contacted at:Accel Limited (formerly known as “Accel Transmatic Limited”)3rd Floor, SFI Complex,No,178, Valluvarkottam High Road,Nungambakkam, Chennai 600 034Email :[email protected]

8. Other Disclosures

A. Basis of related party transactions

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

The statements containing the transactions with related parties were submitted periodically to the Audit Committee. There are no related party transactions that may have potential conflict with the interest of the Company at large. There were no material individual transactions with related parties during the year, which were not in the normal course of business as well as not on an arm's length basis.

B. Details of capital market non-compliance, if any

There was no non-compliance by the Company of any legal requirements; nor has there been any penalty/stricture imposed on the Company by any stock exchange, SEBI or any statutory authority on any matter related to capital markets during the last three years.

ACCEL LIMITED


32

C. Mandatory and Non–Mandatory requirements.

The Company has complied with all the applicable mandatory requirements as provided in SEBI Listing Regulations, 2015.

The extent of implementation of the non-mandatory requirements are as under:

i. The Board

The requirement regarding the Non Executive Chairman is not applicable, since the Chairman of the Company is the Executive Chairman.

ii. Shareholder Rights

The Company is yet to comply with the compliance of sending the half-yearly declaration of financial performance including summary of the significant events in last six-months, to each household of shareholders.

iii. Audit qualifications

The statutory auditor of the Company have issued an unqualified Audit Report i.e. unmodified opinion in the Audit Report on the financial statements of the Company for the year ended 31 March 2018. The relative information has been provided in the Directors' Report.

iv. Separate posts of chairperson and chief executive officer

The Company has not separated the post of chairperson and managing director or chief executive officer.

v. Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee.

D. Material Subsidiaries

The Company does not have any material subsidiaries.

E. Compliance certificate

The Managing Director has certified to the Board with regard to the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II to the SEBI Listing Regulations, 2015.

9. Report on corporate governance

This chapter, read together with the information given in the Directors' Report and the chapters on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on Corporate Governance during 2017-18. The Company has been regularly submitting the quarterly compliance report to the stock exchanges, as required under regulation 27 of the SEBI Listing Regulations, 2015.

10. Auditors' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the SEBI Listing Regulations, 2015. This certificate is annexed to the Directors' Report and will be sent to the stock exchanges, along with the Annual Report to be filed by the Company.

11. The Company has duly complied with Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of the Listing Regulations.

12. We have fairly complied with the requirements of Corporate Governance report of sub-paras (2) to (10) of Schedule V (c) of the SEBI Listing Regulation, 2015 are applicable to Accel Limited.

13. The details on the extent of compliance with regard to discretionary requirements as specified in Part E of Schedule II of the SEBI Listing Regulation, 2015 have been indicated in para 8 C.


N.R.Panicker

Place: Chennai Managing Director

Date: 14.08.2018 DIN 00236198

ACCEL LIMITED


33

CERTIFICATION BY CEO TO THE BOARD

The Board of Directors,

Accel Limited (formerly known as “Accel Transmatic Limited”)

I, N.R. Panicker, Managing Director of Accel Limited (formerly known as “Accel Transmatic Limited”), certify that:

1. I have reviewed the financial statements and cash flow statement for the year ending 31 March 2018 and that to the best of my knowledge and belief:

a. These statements do not contain any materially untrue statement or omit any material factor or contain statements that might be misleading.

b. These statements together present a true and fair view of the state of affairs of the Company and are in compliance with the existing accounting standards applicable laws and regulations.

2. There are to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.

3. I accept responsibility for the Company's internal control system for financial reporting. I have periodically evaluated the effectiveness of the internal control system of the Company and have disclosed to the auditors and the audit committee, deficiencies in the designs or operations of the internal controls, if any. I have also taken effective steps to rectify those deficiencies.

4. I indicate to the Auditors and the Audit Committee that:

a. No significant changes in internal control over financial reporting during the year.

b. No significant change in accounting policies during the year.

c. No instances of significant fraud of which we have become aware of and which involve management or other employees, who have significant role in the Company's internal control system over financial reporting.

N.R. Panicker

Managing Director

Date: 30.05.2018

Place : Chennai

DECLARATION

In accordance with Clause D of Schedule V of the SEBI Listing Regulations, I N.R. Panicker, Managing Director of the Company, hereby declare that the members of Board of Directors and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management for the year ended 31 March 2018.

For Accel Limited

Date: 30.05.2018 N.R. Panicker

Place: Chennai Managing Director

ACCEL LIMITED


34

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Member of Accel Limited (formerly known as “Accel Transmatic Limited”)

3rd Floor, SFI Complex,

178, Valluvarkottam High Road,

Nungambakkam, Chennai,

Tamil Nadu, India, 600034

We have examined the compliance of conditions of Corporate Governance by Accel Limited (formerly known as “Accel Transmatic Limited”) for the year ended 31 March 2018 as per Regulations 17-27, clause (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of Listing Regulations, 2015.

The compliance of the conditions of Corporate Governance is the responsibility of the Company's management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of the Corporate Governance as specified in Regulations 17-27, clause (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of Listing Regulations, 2015.

We state that, such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For and on behalf of

Vijayakumar & Easwaran


Firm Regn. No. : 004703S

Date: 14.08.2018 Sam Kuruvilla B.Com, FCAPlace : Chennai Partner (M.No.21805)

ACCEL LIMITED


35

INDEPENDENT AUDITORS’ REPORT

To

The Members of

M/s. Accel Transmatic Limited

Chennai.

Report on the Audit of Standalone Ind AS Financial Statements:

We have audited the accompanying Standalone Ind AS financial statements of M/s Accel Transmatic Limited (“the company”), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss, the Statement of Changes in Equity & Cash flow Statement as at 31st March 2018 and a summary of significant accounting policies and other explanatory information.

Management Respons ib i l i ty fo r the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the state of affairs, Profit(including other comprehensive income), Cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards(Ind AS) prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are r e a s onab l e a nd p r uden t ; a nd d e s i g n , implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility:

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the company as at 31st March 2018, and its profits(including other comprehensive Income),its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

a) The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st April 2016 included in these Standalone Ind AS financial statements, are based on the previously issued Statutory Financial statements prepared in accordance with the Companies (Accounting Standards) rules ,2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017

ACCEL LIMITED


36

and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us.

b) As stated in Note no 2 B, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs.2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company. Our opinion is not modified in respect of these matters

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Companies Act 2013, we give in the “Annexure- A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, Cash flow Statement and Statement of Changes in the Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) The matters described in the Sub Para A and B of Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

h) With respect to the other matters included in the Auditor’s 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 litigation on its financial position in its standalone Ind AS financial statements Refer Note-29 to the standalone Ind AS financial statements.

ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company.






ACCEL LIMITED


37

ANNEXURE- A TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in Independent Auditors Report to the members of the Company of Standalone Ind AS financial statements for the year ended 31st March

2018, we report that:

i) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) We are informed that fixed assets have been physically verified by the Management at reasonable intervals and that no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and based on the explanation of the records of the company and also having regard to the confirmation received from banks in respect of title deems deposited with them wherever applicable and also legal opinion received in a case, we report that the title deeds of immovable properties are held in the name of the company.

ii) We are informed that the physical verification of inventory has been conducted by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us, the company has neither 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. Therefore the provisions of paragraph 3(iii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

iv) According to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the Companies Act, 2013, with respect to the loan and investment made.

v) According to the information and explanations given to us, the company has not accepted deposits during the year, hence the provisions of paragraph 3(v) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

vi) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the company.

vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities during the year except as noted below:

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as at 31st March 2018 for a period of more than six months. Except in the case of Income Tax which have not been deposited by the company on account of disputes (stay deposit 2012-13 Rs. 402326 dt. 22-9-16 2013-14 Rs. 392380 dt. 13-2-17)

Name of the Statue Nature Amount (Rs )

Provident Fund Act, 1952 Provident Fund 34,662

Income Tax Act, 1961 TDS 34,98,668

Sales Tax Act, TN Sales Tax 2,64,030

Employee State Insurance Act, 1948 ESI contribution 6,901

Income Tax 46.26 AY 2011-12 Income Tax Appellate Tribunal, Kochi

Service Tax 15.79 AY 2005-07 CESTAT, Bangalore

Customs Duty 0.16 AY 2010-11 Honorable High Court

PF & Others 30.24 AY 2010-11 EPF Appellate Tribunal, Onwards Delhi & Kerala High Court

Nature of Dues Amount(Rs in Lakhs)

Period to which the amount relates

Forum where the dispute is pending

viii) According to the information and explanations given to us and based on our audit procedures we are of the opinion that the Company has not defaulted in repayment of dues to banks, except in the case of Asset backed loan availed from the banks during the year which have been belatedly settled as below:

ACCEL LIMITED


38

ix) According to the information and explanations given to us and based on our audit procedures, we are of the opinion that the Company has not raised moneys by way of initial public offer or further public offer and terms loans. Hence, provisions of the paragraph 3(ix) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

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

xi) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Therefore the provisions of the clause 3(xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

xiii) According to the information and explanation given to us and on the basis of our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Note no 31 to the standalone Ind AS financial statement as required by applicable accounting standards.

xiv) According to the information and explanations given to us and based on our audit procedures, the company has not made preferential allotment or private placement of shares during the year.

xv) According to the Information and explanations given to us and based on our audit procedures, the company has not entered into any non-cash transaction with directors or persons connected with them. Therefore the provisions of the paragraph 3(xv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

xvi) According to the information and explanations given to us and based on our audit procedures, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure -B to the Independent Auditors’ Report on Standalone Ind AS financial Statements of M/s Accel Transmatic Limited.

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

We have audited the internal financial controls over financial reporting of M/s. Accel Transmatic Limited (“The Company”) as of 31 March 2018 In conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Reporting

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

MAR-17 1,083,930 1,083,930 01/04/2017 18/04/2017 17

APR-17 1,047,400 1,047,400 01/05/2017 15/06/2017 45

MAY-17 1,057,241 1,057,241 01/06/2017 29/07/2017 58

JUN-17 1,045,786 1,045,786 01/07/2017 29/07/2017 28

JUL-17 3,617,087 3,617,087 01/08/2017 03/11/2017 94

AUG-17 33,025 33,025 01/09/2017 03/11/2017 63

SEP-17 32,841 32,841 01/10/2017 03/11/2017 33

OCT-17 33,465 33,465 01/11/2017 03/11/2017 2

NOV-17 2,179 2,179 01/11/2017 06/11/2017 5

MONTH DUE(INSTALMENT+

INTEREST)

REPAYMENT DUE DATE PAYMENTDATE

DELAY(indays)

ACCEL LIMITED


39

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting

based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and

deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit

of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the

Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and thepreparation of financial statements for external

purposes in accordance with generally accepted accounting principles. A company's internal financial control

over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with 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.

ACCEL LIMITED


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility

of collusion or improper management override of controls, material misstatements due to error or fraud may

occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the internal financial control over financial reporting may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at

31st March 2018, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India






40

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41

Standalone Balance Sheet as at 31st March, 2018(All amounts are in INR unless otherwise stated)

ASSETS Non-Current assets Property, Plant and Equipment 2A 72,296,504 102,376,577 Intangible Assets 2B 23,708,205 31,628,241 Capital Work In Progress 2C 1,741,666 1,009,614 Financial Assets - Investments 3 78,815,962 97,538,530 - Other Financial Assets 4 62,120,469 198,640,015 Total Non-Current Assets 238,682,806 431,192,977 Current Assets Inventory 5 1,055,961 1,423,182 Financial Assets - Trade Receivables 6 10,297,500 7,237,506 - Cash and Cash Equivalents 7 225,229,139 13,530,994 - Other Financial Assets 8 72,221,032 62,854,258 Other Current Assets 9 98,631 2,456,531

Total Current Assets 308,902,263 87,502,471

TOTAL ASSETS 547,585,069 518,695,448 EQUITY AND LIABILITIES Equity Equity Share Capital 10 114,014,802 114,014,802 Other Equity 11 382,619,285 295,005,261 Total equity 496,634,087 409,020,063 Non-Current Liabilities Financial Liabilities (i) Borrowings 12 12,807,592 41,965,722 Provisions 13 15,565,652 29,610,772 Total non-current liabilities 28,373,244 71,576,494 Current Liabilities Financial Liabilities - Borrowings - Trade Payables - Micro and small enterprises - Others 14 15,395,301 11,565,707 - Other Financial Liabilities Other Current Liabilities 15 7,173,418 26,531,308 Provisions 16 9,019 1,876 Total current liabilities 22,577,737 38,098,891

Total Liabilities 50,950,981 109,675,385 TOTAL EQUITY AND LIABILITIES 547,585,069 518,695,448

Significant Accounting Policies 1

Particulars NoteAs at

31 Mar 2018As at

31 Mar 2017

The accompanying notes to the financial statements 2-36.As per our report of even date attached

For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S Sam Kuruvilla N R Panicker Dr. M. AyyappanPartner Managing Director DirectorMembership No: 218095 DIN: 00236198 DIN: 00117374 Dr Ramachand Director Din: 05166709 Place: Chennai ` Date: 30.05.2018

ACCEL LIMITED


42

Revenue from Operations 17 19,284,308 24,826,710

Other Income 18 194,103,861 26,089,635

Total Revenue 213,388,169 50,916,345

Expenses:-

Cost of Services 19 2,219,675 7,674,590

Cost of Materials Consumed 20 5,125,421 3,662,637

Employee Benefits Expense 21 9,901,111 7,484,551

Other Expenses 22 16,819,342 30,399,019

Total expenses 34,065,549 49,220,797

Earning before interest, tax, depreciation,amortisation and exceptional items (EBITDA) 179,322,620 1,695,548

Depreciation & Amortisation 23 10,523,567 14,772,172

Finance cost 24 7,250,339 6,324,681

Profit / (Loss) before exceptional items and tax 161,548,714 (19,401,305)

Exceptional items 25 (73,833,247)

Profit / (Loss) before tax 87,715,467 (19,401,305)

Tax Expense:

Current tax 15,500,000 -

MAT Credit 26 (15,500,000) -

Excess/(Short) Tax Provision for earlier years

Profit / (Loss) for the year 87,715,467 (19,401,305)

Other Comprehensive Income (OCI)

(A) Items that will not be reclassified to statement of Profit and Loss 101,443 137,852

(I) remeasurement benefit of defined benefit plans

(ii) Income tax expense on remeasurement benefit of defined benefit plans

Total Comprehensive Income for the Year 87,614,024 (19,263,453)

Earnings Per Share 27

Basic - Par Value of INR Rs.2/- per share (with exceptional item) 1.54 (0.34)

Diluted - Par Value of INR Rs.2/- per share (with exceptional item) 1.54 (0.34)

Basic - Par Value of INR Rs.2/- per share (without exceptional item) 2.83 (0.34)

Diluted - Par Value of INR Rs.2/- per share (without exceptional item) 2.83 (0.34)

Significant accounting policies 1



Standalone Statement of Profit & Loss Account for the year ended 31st March, 2018 (All amounts are in INR unless otherwise stated)

Particulars NoteYear ended

31 Mar 2018Year ended

31 Mar 2017

ACCEL LIMITED


43

Balance at the beginning of 01-04-16 114,014,802

Changes in equity share capital during the year -

Balance at the end of 31-03-2017 114,014,802

Balance at the beginning of 01-04-17 114,014,802

Changes in equity share capital during the year -

Balance at the end of 31-03-2018 114,014,802

Standalone Statement of Changes in Equity for the year ended 31st March, 2018(All amounts are in INR unless otherwise stated)

A. EQUITY SHARE CAPITAL

ParticularsEquity Share

Capital

Balance at the beginning of 01-04-16 68,448,280 26,930,000 14,425,375 204,465,059

Loss for the year - - - (19,401,305)

Other Comprehensive Income 137,852

Balance at the end of 31-03-2017 68,448,280 26,930,000 14,425,375 185,201,606

Balance at the beginning of 01-04-17 68,448,280 26,930,000 14,425,375 185,201,606

Profit for the year - - - 87,715,467

Other Comprehensive Income - - - (101,443)

Balance at the end of 31-03-2018 68,448,280 26,930,000 14,425,375 272,815,630

B. OTHER EQUITY

ParticularsCapital Reserve

Capital Redemption

Reserve

Surplus / (Deficit)

in Statement of Profit and Loss

Securities Premium

ACCEL LIMITED




44


For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S Sam Kuruvilla N R Panicker Dr. M. AyyappanPartner Managing Director DirectorMembership No: 218095 DIN: 00236198 DIN: 00117374 Dr RamachandPlace: Chennai DirectorDate: 30.05.2018 Din: 05166709

Profit before tax 87,715,467 (19,401,305)Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ Amortization 10,523,567 14,772,172 Provision for Doubtful debts - - Creditors no longer payable written back (242,189) (3,900,459)Profit on sale of assets (185,694,247) (516,252)Loss on sale of investment 73,833,247 - Profit on sale of investment / redemption of MF / Other Comprehenisve income 45,646 (1,745,790)Interest expense 6,070,003 5,898,722 Interest income (7,362,473) (16,281,592)Operating profit before working capital changes (15,110,979) (21,174,504)Movements in working capital : Increase/ (decrease) in trade payables 3,829,593 4,196,701 Increase / (decrease) in long-term provisions (14,045,120) 29,238 Increase/ (decrease) in other current liabilities (19,350,747) 4,299,122 Decrease / (increase) in inventories 367,221 (729,788)Decrease / (increase) in trade receivables (3,059,994) (4,272,399)Decrease / (increase) in long-term loans and advances 113,592,323 4,507,522 Decrease / (increase) in short-term loans and advances (9,569,657) (3,901,637)Decrease / (increase) in other current assets 2,357,900 2,695,286 Cash generated from /(used in) operations 59,010,539 (14,350,458)Direct taxes paid (net of refunds) 22,927,223 - Net cash flow from/ (used in) operating activities (A) 81,937,762 (14,350,458) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (6,561,262) (1,267,235) Loss on sale of investment (73,833,247) - Sale of assets 33,305,753 5,270,582 Profit on sale of investment / redemption of MF 55,797 1,607,938 Profit on sale of assets 185,694,247 - Creditors no longer payable written back 242,189 - Interest received 7,362,473 16,281,592 Net cash flow from/ (used in) investing activities (B) 146,265,950 21,892,877 Cash flows from financing activities

Proceeds from issuance of equity share capital

Repayment of long-term borrowings (29,158,132) (7,834,616)

Repayment of short-term borrowings - -

Decrease / (increase) in non current investment 18,722,568 8,542,240

Interest paid (6,070,003) (5,898,722)

Increase in Fixed Deposits

Net cash flow from/ (used in) in financing activities (C) (16,505,567) (5,191,098)

Net increase/(decrease) in cash and cash equivalents (A + B + C) 211,698,145 2,351,321

Cash and cash equivalents at the beginning of the year 13,530,994 11,179,673

Cash and cash equivalents at the end of the year 225,229,139 13,530,994

Components of cash and cash equivalents

Cash on hand 48,650 213,460

With banks- on current account 203,279,336 830,317

With banks- in fixed deposit 21,901,153 12,487,217

Total cash and cash equivalents 225,229,139 13,530,994

Standalone Cash Flow Statement for the year ended 31st March, 2018(All amounts are in INR unless otherwise stated)

ParticularsAs at

31 Mar 2017As at

31 Mar 2018

Notes:1) The standalone cashflow statement has been prepared in accordance with "Indirect Method" as set out in Indian Accounting

Standards-7 on Statement on Cash Flows. 2) Refer note 2 of significant accounting policies. 3) Previous year figures have been rearranged/regrouped wherever necessary.

ACCEL LIMITED


45

Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018(All amounts are in Indian Rupees, unless otherwise stated)

Company Information:

Accel Transmatic Limited (the company) is a public limited company domiciled in India and is listed in the Bombay stock exchange (BSE). The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land both freehold and leasehold at Trivandrum.

1. Statement of significant accounting policies and practices

1.1 Basis of preparation

The standalone financaial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Company Rules, 2015 notified under section 133 of the Companies Act, 2013. For all period upto and including 31st March, 2017 the financial statements were prepared in accordance with acounting standards specified under section 133 of the Companies Act, 2013. First time adoption of Ind AS applied during the current year.

The standalone financial statement have been prepared on the basis of historical cost and are presented in Indian Rupees (INR) which is also the functional currency of the Company. All amounts are rounded of to nearest rupee unless otherwise indiacted

All the assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle . Based on the nature of Products and Services and the time between the acquisition of assets for operations and their realization in cash and cash equivalent, the Company has ascertained its operating cycle to be 12 months, for the purpose of current – non current classification of assets and liabilities.

Exceptional items

By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters namely M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on transfer of shares amounting to Rs.7,38,33,247/- has been shown under Exceptional Items

Scheme of Amalgamation

National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 5th March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name of the Compnay to Accel Limited as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable.

Composite Scheme of Arrangement / Amalgamation - "The Scheme"

Pursuant to the scheme approved by the Members in the Court Convened General Meeting held on 27th November 2015, and sanctioned by the National Company Law Tribunal, (Chennai Bench) the entire business and all assets and liabilities of the following company / operations stand transferred and vested with the Company w.e.f. 01.04.2014 (the transfer date), as detailed below:

Particulars

National Company Law Tribunal, Chennai

Name of the Company Nature of its business Date of Order

Accel Limited Investment activities 22.03.2018

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46

Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018

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

The Scheme, accordingly have been given effect to in the accounts. In terms of the scheme, the business of transferor company is deemed to have been carried on by the Company with effect from the transfer date, namely 1st April 2014. The current years accounts includes the Assets and Liabilities of the transferor company taken over at book value and Income and Expenditure of the said company from the transfer date till 31st March 2015. As per the Scheme all the assets and Liabilities are consolidated under the pooling of Interest Method of Amalgamation as prescribed under AS-14 issued by the Institute of Chartered Accountants of India.

As per the scheme of amalgamation, the Authorised capital of the company has been increased to Rs. 26 Crores, representing 10,50,00,000 equity shares of Rs. 2/- each and 50,00,000 redeemable cumulative preference shares of Rs.10/- each.

Further, as per the Scheme, the face value of a share of the company has been reduced to Rs.2/- from Rs.10/- and all equity shareholders of the Company (TRANSFEREE Company ( except the shares held by the transferor company )will receive 1 share of Rs. 2/- each for every share held by them in the company, prior to the merger, and such entitlement will be after considering the reduction as above and ascertained as on the record date.

The shareholders of the transferor company will receive 16 shares of Rs. 2/- each of the company for every share held by them in the transferor company as on the record date. The details of shares to be issued to the shareholders of both the companies as per the scheme of amalgamation are given below.

Share Holders of

Accel Limited

Description of the shares to be issued

Number of shares of Rs.2/- each to be issue

Accel Transmatic Limited

Total

Equity

Equity

51,600,000

5,407,401

57,007,401

Effect on account of Amalgamation

As per the Scheme of Amalgamation all the above liabilities of the Transferor Company business shall also be transferred to and / or deemed to be transferred without any further act, instrument or deed to the Transferee company pursuant to the provisions of Section 394 and other applicable provisions of the Act so as to become as and from the Transfer Date 01.04.2014 the debts, liabilities dues and obligations of the company. The transfer / vesting as aforesaid shall be subject to existing charges/hypothecation / mortgages (if any as may be subsisting) over or in respect of the Assets or any part thereof, provide however, if any reference in any security documents or arrangements to which the respective Transferor Companies to the Assets of the respective Transferor company offered or agreed to be offered as security for any financial assistance or obligations.

The difference in value amounting to Rs.70,950,000/-towards shares allotted in the company to the shareholders of the transferor company as above, representing the purchase consideration thereof, over and above the Share capital of the transferor company, have been credited to the Reserves and Surplus under Capital Reserve Account of the merged company.

An amount of Rs.3,16,96,900/- being cancellation of Equity shares and Preference shares held by the transferor company in the company net of cost of investment in the transferor company in these shares has been credited to the capital reserve account of the merged company.

Income and expenses of the transferor company has been considered in statement of profit and loss account of the merged company as per the details given below:

Financial Year Income Expenses

2014-15

2015-16

2016-17

254,133,627

34,700,316

27,957,845

75,174,054

16,986,994

18,187,885

ACCEL LIMITED


47


Fresh issue of shares to the shareholders of the company and the transferor company as per the scheme as above is in the process of being completed.

The Name of the Company is being changed to Accel Limited

1.2. Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognized in the period in which the results are known / materialized.

1.3 Revenue recognition:

(i) Animation division

In respect of Animation services for third parties, income is recognized based on milestone achieved as specified in the contracts. In case of own production of Animated content income is recognized on sale / licensing of such products. Share of surplus from co production ventures is recognized as and when the same accrues after recoupment of the production cost in full as per the terms of the agreement.

(ii) Engineering division

(a) Revenue from sale of products are recoganised when significant risk and reward is passed on to the buyer, usually on delivery of the goods. The company collects value added taxes (VAT upto June 17 & GST From July 17 ) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue.

(b) Revenue from services are usually recoganised based on the service performed in accordance with contractual terms.

(iii) Rental income

Revenue from renting out of moveable and immoveable properties are recognized on accrual basis.

(iv) Interest

Interest income is recoganised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head "Other Income" in the statement of profit and loss.

1.4 Fixed assets and depreciation:

Fixed assets:

(i) Property, Plant & Equipment

Property, Plant & Equipment are stated at cost less accumulated depreciation and impairment, if any, in the value of the assets. Cost of fixed assets includes all incidental expenses and interest cost on borrowings where applicable, attributable to the acquisition of assets, up to the date of commissioning of the assets.

Transition to Ind AS

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recoganized as at 1st April, 2016 measured as per the the previous GAAP and use that carrying value as the deemed cost of such property, plant and equiment.

(ii) Leased assets

A Lease is classified at the inception date as a Finance Lease or an Operating Lease . A Lease that transfers Substantially all the risks and rewards incidental to ownership to the company is classified as Finance Lease. Fixed assets acquired on finance lease have been capitalized at lower of present value of minimum lease payments or fair value. These assets have been depreciated over the useful life of the asset as technically ascertained by the company.

(iii) Intangible assets

Intangible assets in the nature of software licenses are stated at cost and are amortized over the estimated useful life of one to five years, using straight line method as technically assessed.

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Intangible assets in the nature of digital assets are capitalized as and when it is completed and ready for commercialization and amortized over a period of revenue earning potential as estimated by the management. Cost of own / co production of animation products and not ready for commercialization as at the year end is carried forward as capital work in progress in the balance sheet as at the year end, if the management is convinced of the commercial viability of the same. Development expenses of animation products that are not considered to be commercially viable are expensed.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.


On transition to Ind AS, the Company has elected to continue with the carrying value of all of its intangible assets recoganized as at 1st April, 2016 measured as per the the previous GAAP and use that carrying value as the deemed cost of such intangible assets.

(iv) Depreciation / amortization

Depreciation on Property,Plant and Equipement is provided on straight line basis based on useful life of the asset as prescribed in Schedule II to the Companies Act, 2013, except in case of case of computer software for which life is technically estimated by the management as three years. Fixed assets individually costing Rs 5,000 or less are fully depreciated on purchase during the relevant year.Capital Work-in-prgress represents the spend for assets that are in the process of being developed. No depreciation is charged on these assets.

Depreciation methods, useful lives and residual values are reviewed at each financial year end.

1.5 Employee Benefits:

i) Defined contribution plan:

Provident Fund / Employee State Insurance Scheme

Contribution to Provident fund scheme and Employee State Insurance Scheme are charged to Profit and Loss account in the year of contribution. There are no other obligations other than such contribution payable to the respective fund / scheme.

ii) Defined benefit plan:

Gratuity

Gratuity has been covered under group gratuity cum assurance scheme of Life Insurance Corporation of India. Accrued liability for gratuity as at the balance sheet date is ascertained on actuarial basis using projected unit credit method and balance in excess of fair value of the plan assets as at the year end is duly provided for.

iii) Compensated absences

Short term compensated absences are provided for based on estimates at gross undiscounted values. Long term compensated absences are provided for based on actuarial valuation.

Provisions (Other Than Employee benefits)

Provisions are recognised by the company when the Company has a present obligation legal or contractive as a result of a past event. When the Company expects some or all of a provision to be reimbursed the expense relating to a provision is presented in the finnacial statements net of any reimbursement.

Mangement estimate of Useful life in years

Buildings

Plant & Machinery

Furniture & Fixtures

Computers & IT Equipment

Software

Vehicles

30.00

15.00

10.00

3.00

5.00

ACCEL LIMITED


49

Significant Accounting Policies, & Notes on Standalone Accounts for the financial year ended 31st March, 2018


1.6 Provision for taxes:

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current taxes and liabilities are offset where there is a legally enforceable right to set off the recognized amounts and there is a intention to settle the asset and the liability on a net basis.

Deferred Tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. In respect of undertakings the income of which is exempt under section 10B of the Income Tax Act, 1961, deferred tax liability on account of timing differences arising but getting reversed during the tax holiday period has not been recognized.

Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainty as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and where deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing laws and same taxable entity.

1.7 Accounting for provisions, contingent liabilities and contingent assets:

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the management estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current management estimates.

Contingent liabilities are disclosed by way of notes to the Balance Sheet. Provision is made in the accounts in respect of those liabilities which are likely to materialize after the yearend, till the finalization of accounts and have material effect on the position stated in the Balance sheet.

Contingent assets are not recognized in the financial statements as a matter of prudence.

1.8 Borrowing costs

Borrowing costs that are attributable to the acquisition or construction or production of qualifying assets that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of such assets. All other borrowing costs are charged to revenue, during the period in which they are incurred. Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

1.9 Impairment of Property, Plant & Equipment and Intangible assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

ACCEL LIMITED


50


The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of seven years.

Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss, except for previously revalued tangible fixed assets, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognized in the revaluation reserve up to the amount of any previous revaluation.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase

1.10 Investments

Investments that are readily realizable and intended to be held for not more than a year, if any are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. Provision is made where there is a fall in value of such long-term investments, which are other than temporary in nature. Investments outside India in subsidiary companies are carried in the Balance Sheet at historical cost.

1.11 Cash Flow statement

Cash flows from operating activities are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

1.12 Inventories

a) Engineering Services:

Inventories include raw materils, components , stock in trade, finished goods, stores and spares and work-in-progress

Inventories of raw material,stock-in-trade are valued at the lower of cost and the net realisable value after prvoiding for obsolescence and other losses, where considered necessary. However materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost includes all changes in brining the goods to the point of sale. Cost is determined on weighted average cost basis.

Inventoires of stores and spares are valued at lower of cost, net of provision for diminution in the value. Cost is determined on weighted average cost basis.

Work-in-progress and finised gooods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a portion of the manufacturing overheads. Cost of finished goods includes excise duty and is determined on a weighted average basis.

Net realizable value is the estimated selling prize in the ordinary course of the business, less estimated costs of completion and esitmated cost necessary to make the sale.

1.13 Foreign currency transactions

i. Initial recognition – foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency approximately at the date of the transaction.

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51


ii. Conversion – Foreign currency monetary items are reported using the closing rate at the yearend. Non monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

iii. Exchange differences – exchange differences arising on the settlement or conversion of monetary items are recognized as income or as expenses in the period in which they arise.

1.14 Cash & Cash equivalents

Cash & Cash equivalents in the balance sheet comprise Cash at banks , cash on hand & Cheques on hand, which are subject to an insignifiacnt risk of changes in value.

1.15 Cash Dividend and non-cash distribution to equity holders

The company recognises a liability to make Cash contribution to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company.

1.16 Interest Expense

Interest expense is recognised using effective interest method. In Calculating interest expense , the effective interest rate is applied to the amortised cost of the liability.

1.17 Earnings Per Share

The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares, if any, which would have been issued on the conversion of all dilutive potential equity shares.

1.18 First time adoption of Ind AS

As stated in Note 2, these are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, including the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS Balance Sheet as at 01 April 2016 (the Company’s date of transition).

In preparing its Ind AS balance sheet as at 01 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Ind AS optional exemptions

1. Deemed cost for property, plant and equipment and intangible assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their Previous GAAP carrying value.

Determining whether an arrangement contains a lease

Appendix C to the Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with the Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to avail of the above exemption.

2. Deemed cost for investments in subsidiary and associates

The Company has elected to continue with the carrying value of all of its investments in subsidiary and associates recognised as of 01 April 2016 (transition date) measured as per the Previous GAAP as its deemed cost as at the date of transition.

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B. Ind AS mandatory exceptions

1. Estimates

The estimates at 1 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to refflect any differences in accounting policies) apart from the following items where applications of Indian GAAP did not require estimation :

- Fare valuation of financial instruments carried at FVTPL and /or FVOCI.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

The estimates used by the Company to present these amount in accordance with Ind-AS reflect condition at 1 April 2016, the date of transaction to Ind-AS and as of 31 March 2017.

2. Classification and measurement of financial assets and liabilities

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable

3. De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transaction to Ind AS. However, Ind AS 101 allows a first time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from the date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financials assets and liabilities derecognised as a result of past transaction was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind-AS 109 prospectively from the date of transition to Ind-AS.

4. Other comprehensive income

Items of income and expense that are not recognised in profit and loss are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes re-measurements of defined benefit plans, foreign exchange differences arising on translation of foreign operations etc. The concept of other comprehensive income did not exist under previous GAAP.

1.19 Consequent to the merger of M/s Accel Ltd, with the Company as approved by NCLT vide its order dated 05.03.2018 effective from 01.04.2014 the previous year figures represents the figures of the merged entity as at 31st March, 2017.

1.20 Previous year's figure have been regrouped, recasted and rearranged wherever necessary, to suite the current period layout.

ACCEL LIMITED


53

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54


i) Lease Hold Land

Land under Fixed Assets includes Rs.67.60 lacs being the value of land allotted and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construction of building to house its operations for which the registration formalities are yet to be completed. As per the agreement with “ the party “, the said land is on a 90 year lease and has to be developed within a period of 3 years from the date of allotment i.e. on or before 05.04.2010. The said land could not be developed within the time frame agreed on account of the difficult scenario being faced by the Animation Industry in general and the company in particular. KINFRA , in the meantime has changed the status of the SEZ from Animation to include IT/ITES also. This has been approved by the Ministry of Industries & Commerce vide its letter dated 7th February 2012 . The company is taking steps in consultation with KINFRA, to obtained a Co-developer status and develop the land.

ii.) Impairment of Assets

In the opinion of the management there is no impairment as on the date of the balance sheet in the value of the carrying cost of Intellectual Property Rights (IPR) of the company within the meaning of Accounting Standard – 28 on Impairment of Assets issued under Companies (Accounting Standards) Rules 2006, considering the revenue earning potential of the company and based on the estimated future cash flows upon crystallization of enquiries received by the company for the intellectual property rights carried in the books as intangible assets.

iii.) Fixed assets , capital work in progress & Inventory of intangible assets

The animation division of the company is engaged in the development of Animation contents, which can be under a service / co production contract or for creating its own IPR. The cumulative expenses incurred under co production and IPR creation activities are carried forward under capital work-in-progress, till the assets are ready for commercial exploitation. The expenses incurred under service contracts are carried forward as work in progress inventories till the milestone billing are achieved. As a result Rs. Nil (PY Nil)are carried forward in the Accounts as at the year end.

During the year under review Rs.7,32,052/- has been incurred towards developmental expense for Gandhipuram land location at Thiruvananthapuram. The Closing work in progress stands at Rs.17,41,666/-

iv.) Land & Building

a. During the year under review the Company has disposed of land and building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft). The resultant profit arising out of this transaction is reflected in other income.

b. The company has created a mortgage on one office building, in favour of the bank, towards banking facilities extended by the bank, to a subsidiary company.

ACCEL LIMITED


55


3. NON CURRENT ASSETS - FINANCIAL ASSETS - INVESTMENTS

DESCRIPTIONAs at 31st

March, 2018As at 31st

March, 2017

Quoted Shares

In Associates

Accel Frontline Ltd.-Nil (42,81,194) equity share of Rs.10/- each -

Refer note (ii)

Accel Tele. Net Ltd - (80,070) Equity shares of Rs.10/- each39,000

In Others

Pittsburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) -500 (500) equity share of Rs.10/- each (Market value as on 30-03-18 could not be given on account of lack of details)

NIIT Limited - 1,000 (1000) Equity Shares of Rs.10/- each (Market Value as on 30-03-18 (Source BSE) Rs.1,04,650/-)

Un Quoted

In Subsidiary

Accel Media Ventures Limited - 4,005,500(3,437,500) Equity shares of Rs.10 each

Cetronics Technologies P Ltd - 25000(Nil) Equity shares of Rs.100 each

Investment in Mutual Funds

Investment in MF / Debt Funds

(i) Investments in subsidiary and associates are stated at cost using the exemption provided as per Ind AS 27 "Separate Financial Statements"

(ii) The investment includes investment in Accel Frontline Limited(AFL) an erstwhile subsidiary company, which became a subsidiary of the JV partner, CAC Holdings Corporation, Japan, (CAC) and as a part of this arrangement , the company had signed a Shareholders’ agreement with AFL and CAC and the company also had given certain Representations and Warranties and also given Indemnities. The JV Arrangement resulted in certain disputes in respect of Representation and Warranties and on account of litigation before NCLT as well as SIAC between parties , a settlement was arrived at between the Parties, warranting the company to transfer its balance holding in AFL, without any consideration, to a Trust during the financial year 2017-18, AFL being the beneficiary.

66,692,932

2,165

21,757

26,513,102

-

4,308,572

97,538,530

-

2,165

21,757

44,277,102

5,000,000

29,514,936

78,815,962

Accel Systems Group, Inc - 2,166,000 (2,166,000) Equity shares of no face value

1 1

ACCEL LIMITED


1 1

56

4. NON CURRENT ASSETS - FINANCIAL ASSETS - OTHER FINANCIAL ASSETS



March, 2017

(Unsecured Considered Good)

(a) Security Deposits

(b) Inter Corporate Deposits

7,920,469

54,200,000

62,120,469

8,040,015

190,600,000

198,640,015

5. CURRENT ASSETS - INVENTORY



March, 2017

Raw materials

Work - in Progress

Finished Goods

1,055,961

-

-

1,055,961

1,081,195

341,987

-

1,423,182

6. CURRENT ASSETS - TRADE RECEIVABLES



March, 2017


Outstanding for less than 6 months

Less: Provision

Others

Total

(Unsecured Considered Doubt full )

Outstanding for more than 6 months

Less: Provision

Total

Grand Total

-

-

-

-

40,112,296

(29,814,796)

10,297,500

10,297,500

7,237,506

-

-

7,237,506

29,814,796

(29,814,796)

-

7,237,506

7. CURRENT ASSETS - CASH & CASH EQUIVALENTS



March, 2017

a. Cash on hand

b. Balances with banks

In current accounts

Other Bank balances

Demand deposits (less than 3 months maturity)

Long terms deposit with maturity more than 3 months but less

than 12 months

Fixed Deposits

48,650

203,279,336

-

-

21,901,153

225,229,139

213,460

830,317

-

-

12,487,217

13,530,994


ACCEL LIMITED


57

8. CURRENT ASSETS - OTHER FINANCIAL ASSETS



March, 2017


(a) Loans and advances to employees

(b) Prepaid expenses

(c) Balances with government authorities

(d) Travel & Trade advances

(e) Other Receivable

(f) MAT Credit Entitlement

(g) Gratuity Fund

50,000

57,305

28,698,921

2,015,749

227,203

41,000,000

171,854

72,221,032

-

58,605

29,279,130

2,375,000

5,268,515

25,500,000

373,008

62,854,258

Equity shares

The company has one class of equity shares having a par value of Rs. 2 each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding.

9. OTHER CURRENT ASSETS



March, 2017

(a) Unbilled revenue

(b) Acrrued Income

-

98,631

98,631

-

2,456,531

2,456,531

10. EQUITY SHARE CAPITAL



March, 2017

Authorized Share Capital

105000000 (105000000) Equity Share of Rs.2 each (Rs. 2 each )

5000000 (5000000)10% Cumulative Redeemable Preference

shares of Rs. 10/- each

Issued, Subscribed and Paid up Capital

210,000,000

50,000,000

260,000,000

114,014,802

114,014,802

210,000,000

50,000,000

260,000,000

114,014,802

114,014,802

a. Reconciliation of Equity Shares outstanding at beginning and end of the year

Equity Shares31.03.2018 31.03.2017

At the beginning of the year

Issued During the year

Outstanding at the end of the year

57,007,401

-

57,007,401

114,014,802

-

114,014,802

57,007,401

-

57,007,401

114,014,802

-

114,014,802

Number Rs. Number Rs.

b. Terms / rights attached to equity shares


ACCEL LIMITED


57007401 (57007401) Equity Shares of Rs.2/- (Rs.2/-) each Fully Paid up

58

c. Details of shareholders holding more that 5% shares in the company

31.03.2018 31.03.2017

N R Panicker

Sreekumari Panicker

Shruthi Panicker

Ganesh R

Equity Share of Rs. 2 each each fully paid

27,770,810

6,500,000

6,506,851

4,908,877

48.72

11.40

11.41

8.61

27,770,810

6,500,000

6,506,851

4,908,877

48.72

11.40

11.41

8.61

Number % Holding in the class


d. During the period of five years immediately preceding the date at which the Balance Sheet is prepared , the Company has not

- alloted fully paid up shares prusuant to contract without payment being received in cash.

- alloted fully paid up shares by way of bonus shares and

- brought back shares

11. OTHER EQUITY



March, 2017

Capital Reserve

Balance as per the last financial statements

Closing Balance

Capital Redemption Reserve


Closing Balance

Securities Premium


Closing Balance

Surplus / (Deficit) in Statement of Profit and Loss


Add: Profit / (Loss) for the year

68,448,280

68,448,280

26,930,000

26,930,000

14,425,375

14,425,375

185,201,606

87,614,024

272,815,630

382,619,285

68,448,280

68,448,280

26,930,000

26,930,000

14,425,375

14,425,375

204,465,059

(19,263,453)

185,201,606

295,005,261

12. NON CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS



March, 2017

Term loans from banks (in INR)

(i) Asset Backed Loan

(ii) HP Loan

(iii) Over Draft / Loan Against FD

-

3,795,756

9,011,836

12,807,592

30,966,798

729,146

10,269,778

41,965,722


ACCEL LIMITED


59

Details of Security


(a) The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee by the Company and personal guarantee by the Promoter Director. ABL has fully being repaid before close of year ended 31st March, 2018.

(b) Closure of Loans:

The Asset Backed Loans has been fully repaid on 06-11-2017 and the overdraft / loan was a availed form The Federal Bank Limited, RM Nagar, Chennai secured against fixed deposit of RS.1 Crore.

( c) Charge Creation:

The charge against Asset Backed Loan as per MCA database has been closed on 04-01-2018

(ii) HP Loan

The HP Loan is availed from Kotak Mahindra Prime and The Federal Bank Limited Secured against Vehicle purchased against the respective loan.



March, 2017

Leave Encashment (Unfunded)

Provision for Taxation

65,652

15,500,000

15,565,652

59,034

29,551,738

29,610,772

13. NON CURRENT LIABILITIES - PROVISIONS



March, 2017

Dues to Micro, Small & Medium Enterprise

Others

For Goods & Services

Other payable

-

11,506,766

3,888,535

15,395,301

-

5,118,253

6,447,454

11,565,707

14. CURRENT LIABILITIES - TRADE PAYABLES

Dues to Micro , Small & Medium EnterprisesThe company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2018 , disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.



March, 2017

Current Maturity in Long Term Borrowings

Statutory Dues

Advances received

Rental Deposit

1,101,501

3,346,897

-

2,725,020

7,173,418

9,250,571

3,443,546

6,129,355

7,707,836

26,531,308

15. OTHER CURRENT LIABILITES

16. CURRENT PROVISIONS



March, 2017

Leave Encashment 9,019

9,019

1,876

1,876


ACCEL LIMITED


60

DESCRIPTIONFor the year ended 31st March, 2018

For the year ended 31st March, 2017

Animation Services

Sofware Services - Exports

Sofware Services - Domestic


Manufacturing Sales- Gross

Less: Excise Duty

Manufacturing Sales- Net

Service Income

Other Operating Income

840,153

384,567

1,224,720

6,901,038

103,342

6,797,696

40,299

68,379,995

11,221,593

19,284,308

4,022,643

210,711

4,233,354

5,770,439

644,857

5,125,582

2,574,735

7,700,316

12,893,040

24,826,710


17. REVENUE FROM OPERATIONS

(i) Revenue from operations, computed in accordance with IndAS "Revenue", for the current year is not comparable with previous year since the same is net of Goods & Service Tax (GST) whereas excise duty form part of expenses in previous year and current year (upto 30th June, 2017)

18. OTHER INCOME



Interest Income

Profit on sale of Fixed Assets

Profit on Redemption of Mutual Funds

Creditors No Longer Required Written Back

Misc Income

7,362,473

185,694,247

55,797

242,189

749,155

194,103,861

16,281,592

4,261,851

1,607,938

3,900,459

37,795

26,089,635

(Iprofit on sale of asset represents profit arrising out of sale of Land and Building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft)

19. COST OF SERVICES



Cost of Services - Animation Services

Cost of Services - Engineering Services

1,199,675

1,020,000

2,219,675

6,654,590

1,020,000

7,674,590

ACCEL LIMITED


61

20. COST OF MATERIALS CONSUMED



Opening Stock

Add: Purchases

Less: Closing Stock

1,423,182

4,758,200

1,055,961

5,125,421

693,394

4,392,424

1,081,194

4,004,624

Changes in Inventories of Finished Goods , WIP



Stocks at the beginng of the year :

Work-in-progrees

Finished Goods

Total-A

Stocks at the end of the year :

Work-in-progrees

Finished Goods

Total-B

(Increase)/Decrease in stocks(A-B)

-

-

-

-

-

-

-

-

341,987

-

341,987

(341,987)

21. EMPLOYEE BENEFITS EXPENSES



Salaries & Wages

Contribution to Provident and other welfare funds

Staff Welfare Expenses

Gratuity

Leave Encashment

9,172,413

334,747

280,476

99,714

13,761

9,901,111

7,024,670

259,814

429,232

(259,279)

30,114

7,484,551


ACCEL LIMITED


-

-

62

22. OTHER EXPENSES



Rent

Power and fuel

Insurance

Foreign Exchange Loss/(Gain) - Net

Rates & taxes

Repair and maintenanace

Repair to building

Repair to machinery

Others

Travelling & conveyance

Printing and stationery

Postage, telegram & telephone

Consultancy charges

Payment to auditors

Auditor Remuneration

Assets written off

Miscellaneous expenses

Packing and forwarding charges

Advertisement

Marketing & distribution expenses

2,382,172

711,589

71,151

34,479

739,513

431,961

68,252

1,885,619

999,047

320,584

316,608

7,623,261

-

280,000

-

644,559

101,035

127,514

81,998

16,819,342

3,510,274

655,205

67,360

84,127

1,461,863

2,645,562

-

3,503,576

1,464,122

312,752

292,676

10,991,432

-

326,500

3,745,599

995,699

254,849

-

87,424

30,399,019

23. DEPRECIATION & AMORTIZATION



Depreciation & Amortization 10,523,567

10,523,567

14,772,172

14,772,172

24. FINANCE COST



Interest Expenses

On Term Loans

On Statutory Payments

On Other Payments

On HP Loans

Bank charges and commission

1,475,629

1,180,336

3,847,506

720,014

26,854

7,250,339

5,874,948

425,959

-

-

23,774

6,324,681


ACCEL LIMITED


63

25. EXCEPTIONAL ITEMS



Loss on transfer of investments 73,833,247

73,833,247

-

-

(Iby way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on disposal of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items.

26. Tax Expenses

Provision for current tax is made on the basis of the assessable Income and /or Mat Provisions, at the tax rate applicable to the relevant assessment year. No tax provision is made under normal as well under MAT considering the brought forward losses of the company as a whole. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date The net Deferred Tax Asset at the year end is not recognized as a matter of prudence.

ParticularsFor the year ended 31st March, 2018


Income tax recoganised in the statement of

profit or loss

Current Income Tax

-Current Tax

Income Tax expenses reported in the

statement of profit or loss

15,500,000

15,500,000

-

-

27. Earnings per Share

Particulars 31.03.2018 31.03.2017

Profit / (Loss) after tax

Add : Exceptional Item

Profit / (Loss) before Exceptional Item

Weighted average number of equity shares

Basic & Diluted earnings per share with Exceptional Item

Basic & Diluted earnings per Share without Exceptional Item

87,715,467

73,833,247

161,548,714

57,007,401

1.54

2.83

(19,401,305)

-

(19,401,305)

57,007,401

(0.34)

(0.34)

28. Group Information

The Company has following investment, in subsidiary and associates

CompanyPrincipal Place

of Business

% of Ownership

Accel Media Venutres Ltd

Accel Systems Group INC, USA

Centronics Technologies P Ltd

Relationship As at 31-03-18

As at 31-03-17

As at01-04-17

India

USA

India

Subsidiary

Subsidiary

Subsidiary

76.76

100.00

58.82

76.39

100.00

-

76.39

100.00

-


ACCEL LIMITED


64

29. Contingent Liabilites and Commitments (to the extent not provided for)

DESCRIPTION 31.03.2018 31.03.2017

Outstanding bank guarantees / letter of Credits

Income Tax Demands

Service tax

Customs

PF & Others

-

136.11

16.61

33.88

36.28

1.10

136.11

16.61

33.88

36.28

(Rupees in Lacs)

30. Employee Benefit Obligations1. Defined Contribution Plan Expenses Recognized during the period

Paticulars 31.03.2018 31.03.2017

In income statement

in Other comprehensive income

Total expenses recognised during the year

9,747

(11,476)

(1,729)

16,455

(137,882)

(121,427)

As on

Assets and Liability (Balance sheet position)

Paticulars 31.03.2018 31.03.2017

Present value of obligation

Fair value of Plan Assets

Surplus / (Deficit)

Effects of Asset Ceiling, if any

Net Asset/(Liability)

70,149

444,886

374,737

-

374,737

40,263

413,271

373,008

-

373,008

As on

Changes in the present value of obligation (Gratuity)

Paticulars 31.03.2018 31.03.2017

Present Value of Obligation as at the beginning

Current Service Cost

Interest Expense or Cost

Re-measurement (or Actuarial) (gain) / loss arising from:

Change in financial assumptions

Change in demographic assumptions

Experience variance (i.e. Actual experience vs assumption)

Others

Past service cost

Effect of change in foreign exchange rates

Benfits paid

Acquisions adjustment

Effect of business combinations or deposits

Present value of obligation as at the end

40,263

36,957

2,937

(3,697)

-

(6,311)

-

-

-

-

-

70,149

130,194

36,567

10,408

3,696

-

(140,602)

-

-

-

-

-

40,263

for the period ending


ACCEL LIMITED


65

Bifurcation of Net Liability

Paticulars 31.03.2018 31.03.2017

Current Liability (Short term)

Current Asset (Short Term)

Non-current Liability (Long term)

Net Liability

-

(374,737)

-

(374,737)

-

(373,008)

-

(373,008)


Expenses Recognised in the Income Statement

Paticulars 31.03.2018 31.03.2017

Current Service cost

Past Service Cost

Loss/(Gain) on settlement

Net Interest Cost / (Income) on the Net Defined Benefit Liability/(Asset)


36,957

(27,210)

9,747

36,567

(20,112)

16,455


Other Comprehensive Income

Paticulars 31.03.2018 31.03.2017

(3,697)

(6,311)

(1,468)

(11,476)

3,696

(140,602)

(976)

(137,882)


Demographic AssumptionsThe principal demographic assumptions used in the valuation are shown in the table below

Paticulars 31.03.2018 31.03.2017

Mortality rate (% of IALM 06-08)

Normal retirement age

Attrition / Withdrawal rate (per annum

100%

55 years

2%

100%

55 years

2%

As on

Sensitivity Analysis

Significant actuarial assumptions for the deteminationof 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:


ACCEL LIMITED


Acturial (gasins) / los ses



experience variance (i.e. Actual experience vs assumptions)others

Return on plan assets, excluding amount recognised in net interest expense

Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of asset ceiling

Components of defined benefit costs recognised in other comprehensive income

66

Paticulars

Decrease

Discount Rate (- / + 1%)

(% change compared to base due to sensitivity)

Salary Growth Rate (- / + 1%)


Attrition Rate (- / + 50% of attrition rates)


Mortality Rate (- / + 10% of mortality rates)


Defined Benefit Obligation (Base)

Paticulars

70,149 40,263

31.03.2018 31.03.2017

Increase Decrease Increase

31.03.2018 31.03.2017

79,925

13.90%

61,628

-12.10%

69,772

-0.50%

70,067

-0.10%

61,897

-11.80%

80,096

14.20%

70,273

0.20%

70,230

0.10%

46,401

15.20%

34,968

-13.20%

40,633

0.90%

40,214

-0.10%

35,117

-12.80%

46,484

15.50%

39,774

-1.20%

40,311

0.10%

31. Related Party Disclosure

Subsidiaries


Accel systems Group Inc, USA

Cetronics Technologies P Ltd

Key Management Personnel (KMP):

N R Panicker Chairman & Managing Director

A Ramanathan Company Secretary & GM Finance (upto 14-11-2017)

Bharath Kurup Company Secretary (w.e.f : 14-11-2017 to 18-05 2018)

Sreekumari Panicker Spouse of N R Panicker

Particulars of Transactions with related partiesControlling Company

Receipt of Share of Expenses

Rent Receipts

Interest Paid

Finance (including loans & equity contribution in

cash or in kind)

Remuneration / CLA to Whole Time Director

Trade Payables

Remuneration to Company Secretary

Rent Paid

679,311

1,800,000

-

15,264,000

-

-

-

Nil

Not Applicable

Nil

Nil

EUROS 4852

Nil

Not Applicable

Nil

Nil

EUROS 37165

-

-

-

-

4,179,600

-

1,299,558

900,000

-

-

-

-

-

-

Companies under commom

management

Key management personnel

32. Derivatives

Particulars 31.03.2018 31.03.2017

Category wise quantitative data about Derivative instruments outstanding at the Balance sheet date

Purpose of Hedging

Foreign Currency Exposure that are not hedged by a derivative Instrument or otherwise:

Due to creditors

Due from Debtors


ACCEL LIMITED


67

33. Segment Reporting

Revenue by Industry segment 31.03.2018 31.03.2017

(Rupees in Lacs)

Animation


Total segment Revenue

Segment Results

Animation


TOTAL

Less : Interest ( Net )

Add: Unallocated Income

Total Profit / ( Loss ) before tax

Capital Employed

Segment Assets - Segment Liabilities

Animation


Unallocated Segment Assets less unallocated Segment Liabilities

Total

12.46

68.38

80.84

(111.30)

(12.10)

(123.40)

72.50

1,073.05

877.15

158.91

28.76

4,780.71

4,968.37

47.22

77.00

124.22

(323.96)

13.86

(310.10)

50.64

166.73

(194.01)

2,052.38

9.69

2,028.13

4,090.20

34. Dividend

The Board of directors of the Company in its meeting held on 30th May 2018 has declared an interim dividend of 20% (Rs.0.40 per equity share) to equity shareholders amounting to Rs.22,802,960.40 and the same will be paid out of the profits of the company for the year ending 31st March 2018 subject to DDT.

35. Financial risk management

The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land in the factory area located at Sreekariyam, Trivandrum.

The company has exposure to the following risks:

(1) Credit Risk

(2) Liquidity Risk

(3) Market Risk

(1) Credit Risk

Credit risk is a risk that counter party will not meet its obligation under the financial insturment or cusomter contract leading to financials loss. This risk consists primarly of default being experienced in trade receivables. The Company has provided for expected losses and hence there is no significant credit risk to the company. Before accepting any new customer, Company asses the potentiial customer's credit quality.

(2) Liquity Risk

Referes to risk the company cannot meet its financial obligations. Since the Company has access to varity soruces of funding and is also continously monitoring actual cash flows, this is not a significatn risk to the company.


ACCEL LIMITED


68

(3) Market Risk

Market risk is that the fair value of the future cash flows of financails instrument will flucate because of changes in market price. However this is not a significant risk since the company has provided in the books the flucatation in market price of financial instruments as on the date of balance sheet for Mutual Funds.

36.GENERAL

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 01 April 2016 included in these Standalone Ind AS Financial Statements, are based on the previously issued Statutory Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 25 May 2017 and 14 July 2016 respectively expressed an unmodified opinion on those Standalone Financial Statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by statutory auditors.

As per our report of even date attached

For Vijayakumar & Easwaran For and on behalf of the board of directors


Firm Regn No: 004703S

Sam Kuruvilla N R Panicker Dr. M. Ayyappan

Partner Managing Director Director

Membership No: 218095 DIN: 00236198 DIN: 00117374

Place: Chennai Dr. Ramchand

Date: 30.05.18 Director

DIN: 05166709


ACCEL LIMITED


69

ACCEL LIMITED


INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS

To,

The Shareholders,

M/s. Accel Transmatic Limited

Chennai.

Report on the Consolidated Ind AS Financial Statements:

We have audited the accompanying consolidated Ind AS financial statements of M/s. Accel Transmatic Limited (“the Holding company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group” ) comprising the consolidated Balance Sheet as at 31 March 2018, the consolidated Statement of Profit and Loss, the Consolidated Statement of changes in Equity, the consolidated Statement of Cash Flow for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Consolidated Ind AS Financial Statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements:

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS Financial Statements in terms of the requirements of the Companies Act, 2013 (“hereinafter referred to as the Act”) that give a true and fair view of the consolidated State of affairs, Consolidated Profit and Other Comprehensive Income, Consolidated Statement of changes in Equity and consolidated Cash Flow of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with relevant rules thereunder. The respective Board of Directors of the companies included in the Group are responsible for maintenance adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Group and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the 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 Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, that whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the holding Company’s board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the “Other matter” paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

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ACCEL LIMITED


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated financial position of the Group, its financial performance including other Comprehensive Income, its changes in consolidated equity and its consolidated cash flows for the year ended on that date.

Other Matters

a) The comparative financial information of the Group for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st April 2016 included in these Consolidated Ind AS financial statements, are based on the previously issued Statutory Financial statements prepared in accordance with the Companies (Accounting Standards) Rules,2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017 and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us.

b) We did not audit the financial statements/ financial information of two subsidiaries, whose financial statements reflect total assets of Rs 252.45 lakhs as at March 2018, total revenues of Rs 579.49 million and net cash outflows amounting to Rs 3.61 lakhs for the year then ended, as considered in the consolidated financial statements. The consolidated financial statements also include the Groups share of net loss of Rs.459.67 lakhs for the year ended 31-3-2018 as considered in the consolidated financial statements, whose financial statements have not been audited by us. These financial statements/ financial information have been audited by other auditors whose report have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and the disclosures included in respect of the subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report of the other auditors.

Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of this matter with respect to our reliance on the work done and the reports of the other auditors.

c) As stated in note no 2 (iii), the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs 2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements and the other financial information of the subsidiaries , as noted in the ‘Other Matter’ paragraph, we report, to the extend 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 and the reports of the other auditors;

c) the consolidated balance sheet, the consolidated statement of profit and loss, the Consolidated Statement of changes in the equity and the consolidated cash flow statement 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 ;

71

ACCEL LIMITED


d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder,

e) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2018 taken on record the Board of Directors of the Holding Company and the relevant assertion containing the audit report on the stand alone financial statement of each subsidiary company, none of the Directors of the Group companies is disqualified as on 31st March 2018 from being appointed as a Director of that company in terms of Section 164(2) of the Act,

f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such control, refer to our separate report in Annexure A; and

g) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us and based on the consideration of the reports of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other Matter ‘paragraph:

i. the Group has disclosed the impact of pending litigations of Rs.223.88 laks in the form of contigent liabilities not provided for in the consolidated financial statements.

ii. the Group did not have any long –term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group.

for M/s. VIJAYAKUMAR & EASWARAN CHARTERED ACCOUNTANTS FIRM REG.No.004703S

SAM KURUVILLA B.Com FCAPlace: Trivandrum PARTNERDate: 30-05-2018 M.No.218095

Annexure -A to INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF ACCEL TRANSMATICS LIMITED

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

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2018, we have audited the internal financial controls over financial reporting of M/s. Accel Transmatic Limited, (“the Holding company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group”).

Management’s Responsibility for Internal Financial Reporting

The respective Board of Directors of the companies included in the group are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Group's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.

72

ACCEL LIMITED


Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of the report referred to in the “Other matter” paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally 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 Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for M/s. VIJAYAKUMAR & EASWARAN

CHARTERED ACCOUNTANTS

FIRM REG.No.004703S

SAM KURUVILLA B.Com FCA PARTNER M.No.218095

Place: Trivandrum

Date: 30-05-2018

73

Consolidated Balance Sheet as at 31st March, 2018

ASSETS

Non-Current assets

Property, Plant and Equipment 2A 95,460,048 147,118,586

Intangible Assets 2B 31,262,097 18,597,558

Capital Work In Progress 2C 4,557,742 1,009,614

Financial Assets

- Investments 3 33,193,879 87,114,196

- Other Financial Assets 4 70,110,471 207,348,164

Total Non-Current Assets 234,584,237 461,188,118

Current Assets

Inventory 5 1,055,961 1,423,182

Financial Assets

- Trade Receivables 6 15,466,326 12,525,072

- Cash and Cash Equivalents 7 226,935,220 14,876,140

- Other Financial Assets 8 81,002,284 64,660,684

Other Current Assets 9 13,724,631 14,231,549

Deferred Tax Asset 10 61,300 -

Total Current Assets 338,245,722 107,716,627

TOTAL ASSETS 572,829,959 568,904,745

EQUITY AND LIABILITIES

Equity

Equity Share Capital 11 114,014,802 114,014,802

Other Equity 12 276,712,281 218,948,409

Total equity 390,727,083 332,963,211

Equity attributable to the owners of the company 390,727,083 332,963,211

Non controlling interest 5,792,578 5,274,680

Non-Current Liabilities

Financial Liabilities

- Borrowings 13 18,599,719 46,159,071

Provisions 14 15,922,780 29,901,004

Total non-current liabilities 34,522,499 76,060,075

Current Liabilities

Financial Liabilities

- Borrowings 15 95,749,850 12,471,685

- Trade Payables

- Micro and small enterprises

- Others 16 25,960,186 103,645,011

- Other Financial Liabilities

Other Current Liabilities 17 20,067,718 38,479,102

Provisions 18 10,045 10,981

Total current liabilities 141,787,799 154,606,779

Total Liabilities 6,310,298 230,666,854

TOTAL EQUITY AND LIABILITIES 572,829,959 568,904,745

Significant Accounting Polices 1 The accompanying notes to the financial statements 2-39.As per our report of even date attached

Particulars NoteAs at

31 Mar 2018As at

31 Mar 2017

ACCEL LIMITED


For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S Sam Kuruvilla N R Panicker Dr. M. AyyappanPartner Managing Director DirectorMembership No: 218095 DIN: 00236198 DIN: 00117374 Dr RamachandPlace: Chennai DirectorDate: 30/05/2018 Din: 05166709

74

Consolidated Statemet of Profit & Loss Account for the year ended 31st March, 2018

Revenue from Operations 19 77,424,275 58,495,085

Other Income 20 193,913,286 26,597,554

Total Revenue 271,337,561 85,092,639

Expenses:-

Cost of Services 21 53,779,157 7,674,590

Cost of Materials Consumed 22 5,125,421 3,662,637

Employee Benefits Expense 23 11,415,115 41,119,724

Other Expenses 24 50,996,635 46,179,806

Total expenses 121,316,328 98,636,757

Earning before interest, tax, depreciation,amortisation and exceptional items (EBITDA) 150,021,233 (13,544,118)

Depreciation & Amortisation 25 20,243,151 18,082,068

Finance cost 26 9,423,497 7,970,487

Profit / (Loss) before exceptional items and tax 120,354,585 (39,596,673)

Exceptional items (78,259,670) -

Profit / (Loss) before tax 42,094,915 (39,596,673)

Tax Expense:

Current tax 27 15,500,645 -

MAT Credit (15,454,860) -

Excess/(Short) Tax Provision for earlier years

Profit / (Loss) for the year 42,049,130 (39,596,673)

Profit for the year attributable to

Owners of the Company 51,829,709 (34,951,124)

Non Controlling Interest (9,780,579) (4,645,549)

Other Comprehensive Income (OCI)

(A) Items that will not be reclassified to statement of Profit and Loss (401,171) 137,852

(i) Remeasurement benefit of defined benefit plans

(ii) Income tax expense on remeasurement benefit of defined benefit plans

Total Comprehensive Income for the Year 41,647,959 (39,458,821)

Earnings Per Share

Basic - Par Value of INR Rs.2/- per share(with exceptional item) 0.74 (0.69)

Diluted - Par Value of INR Rs.2/- per share(with exceptional item) 0.74 (0.69)

Basic - Par Value of INR Rs.2/- per share(without exceptional item) 2.11 (0.69)

Diluted - Par Value of INR Rs.2/- per share(without exceptional item) - -

Significant Accounting Polices 1

The accompanying notes to the financial statements 2-39.


Particulars NoteYear ended

31 Mar 2018Year ended

31 Mar 2017

ACCEL LIMITED


For Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S Sam Kuruvilla N R Panicker Dr. M. AyyappanPartner Managing Director DirectorMembership No: 218095 DIN: 00236198 DIN: 00117374 Dr RamachandPlace: Chennai DirectorDate: 30.05.2018 Din: 05166709

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76

Profit before tax 42,094,915 (39,596,673)

Non-cash adjustment to reconcile profit before tax to net cash flows

Depreciation/ Amortization 20,243,151 18,082,068

Provision for Doubtful debts - -

Creditors no longer payable written back (742,189) (3,900,459)

Profit on sale of assets (185,682,713) (4,576,650)

Loss on sale of investment 78,259,670 -

Profit on sale of investment / redemption of MF / Other Comprehenisve income (55,797) (1,607,938)

Interest expense 9,423,497 7,970,487

Interest income (7,362,473) (16,418,740)

Operating profit before working capital changes (43,821,939) (40,047,905)

Movements in working capital :

Increase/ (decrease) in trade payables (77,166,927) 92,237,980

Increase / (decrease) in long-term provisions (13,978,224) 318,470

Increase/ (decrease) in other current liabilities (18,411,384) (70,769,702)

Decrease / (increase) in inventories 367,221 (729,788)

Decrease / (increase) in trade receivables (2,941,254) (8,130,961)

Decrease / (increase) in long-term loans and advances -

Decrease / (increase) in short-term loans and advances (16,341,600) 8,230,536

Decrease / (increase) in short-term provisions 936 25,019

Decrease / (increase) in other current assets 506,918 (9,079,761)

Cash generated from /(used in) operations (171,786,254) (27,946,111)

Direct taxes paid (net of refunds) -

Net cash flow from/ (used in) operating activities (A) (171,786,254) (27,946,111)

Cash flows from investing activities

Purchase of fixed assets, including CWIP and capital advances (25,199,850) (14,991,145)

Loss on sale of investment (78,259,670) -

Sale of assets 56,069,655 387,639

Profit on sale of investment / redemption of MF 55,797 1,607,938

Profit on sale of assets 185,682,713 4,576,650

Creditors no longer payable written back 742,189 3,900,459

Interest received 7,362,473 16,418,740

Net cash flow from/ (used in) investing activities (B) 146,453,307 11,900,281

Cash flows from financing activities

Proceeds from issuance of equity share capital ( Preference Share Capital ) - -

Repayment of long-term borrowings (27,559,352) (11,828,763)

Repayment of short-term borrowings 83,278,165 12,471,685

Decrease / (increase) in non current investment 191,096,710 20,718,499

Interest paid (9,423,497) (7,970,487)

Increase in Fixed Deposits

Net cash flow from/ (used in) in financing activities ( C) 237,392,026 13,390,934

Net increase/(decrease) in cash and cash equivalents (A + B + C) 212,059,080 (2,654,897)

Cash and cash equivalents at the beginning of the year 14,876,140 17,531,037

Cash and cash equivalents at the end of the year 226,935,220 14,876,140

Components of cash and cash equivalents

Cash on hand 271,253 213,460

With banks- on current account 204,762,814 2,175,463

With banks- in fixed deposits 21,901,153 12,487,217

Total cash and cash equivalents 226,935,220 14,876,140

31 Mar 201731 Mar 2018

Consolidated Cash Flow Statement for the year ended 31st March, 2018(All amounts are in INR unless otherwise stated)

Particulars

ACCEL LIMITED


Notes:1) The cashflow statement has been prepared in accordance with "Indirect Method" as set out in Indian Accounting Standards-7 on Statement on

Cash Flows. 2) Refer note 2 of significant accounting policies. 3) Previous year figures have been rearranged/regrouped wherever necessary. As per our report of even date attachedFor Vijayakumar & Easwaran For and on behalf of the Board of Directors Chartered Accountants Firm Regn No: 004703S Sam Kuruvilla N R Panicker Dr. M. AyyappanPartner Managing Director DirectorMembership No: 218095 DIN: 00236198 DIN: 00117374

Dr RamachandPlace: Chennai DirectorDate: 30.05.2018 Din: 05166709 `

77

Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018(All amounts are in Indian Rupees, unless otherwise stated)

Company Information:

Accel Transmatic Limited (the company) is a public limited company domiciled in India and is listed in the Bombay stock exchange (BSE). The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land both freehold and leasehold at Trivandrum.

Note : 01: Statement of significant accounting policies and practices

1.1 Basis of preparation

Statement of compliance:

These Consolidated Financial Statements of the Group have been prepared in accordance with Indian Accounting Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rule, 2015 notified under Section 133 of Companies Act, 2013 , ("the Act"), Companies (Indian Accounting Standard) (Ammended) Rules, 2016, as ammended and other relevant provisions of the Act.

For all the period up to and including 31st March, 2017, these consolidated financial statements were prepared in accordance with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014, Companies (Accounting Standards) Rules, 206 and other relevant provisions of the Act. As these consolidated Financial Statements for the year ended 31st March, 2018 are the groups first consolidated financial statements prepared in accordance with Ind AS, Ind AS 101. First time adoption of Indian Accounting standards has been applied. An explanation of how the transition to Ind AS has effected the previously reported financials position, financial performance and cash flows of the Group is provided in note:1.1 to 1.39

These Consolidated Financial Statements for the year ended 31st March, 2018 are approved by the Parent Company's Audit Committee on 30.05.2018 and its Board of Directors on 30.05.2018

Details of the Group's accounting policies are included in Note:1.1 to 1.39

Functional and presentation currency:

These consolidated financial statements are presented in Indian Rupees (INR), which is also the Group's functional currency.

Basis of measurement:

The consolidated financial statements have been prepared on the historical cost basis unless otherwise stated

Use of estimates and judgements:

In preparation of these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. Estimated and underlying assumption are reviewed on an ongoing basis. Revision to accounting estimates are recoganized prospectively. In particular, information about significant areas of estimations uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recoganised in the consolidated financials statements is including in the following notes:

Consolidate in Procedure

Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of it subsidiary. For this purpose income and expenses of the subsidiary are based on the amounts of the assets and liabilities recoganised in the consolidated financials stamens at the acquisition date.

Offset(eliminate) the carrying amount of the parent’s investment in each subsidiary and that parent’s portion of equity of each subsidiary

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78


Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flow relating to the transactions between entities of the group (profit or losses resulting from intragroup transitions that are recoganised in assets, such as inventory and property, plant and equipment are eliminated in full). Intragroup losses may indicate and impairment that requires recognisition in the consolidated financial statements. Ind AS 23 Income taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-contorlling interest, even if this results in the non - controlling interest having a deficit balance. When necessary, adjustments are made to the financials statements of subsidiary to bring its accounting policies into line with the Group's accounting policies. All intra group assets and liabilities, equity, income, expenses and cash flow relating to transactions between members of the Group are eliminated in full on consolidation.

Subsidiary:

Subsidiary is entity controlled by the Group. The subsidiary company which is included in the consolidation and the parent Company's holding are as follows:


Company As at31-03-17

As at01-04-17




76.39

100.00

-

76.39

100.00

-

% of OwnershipPrincipal Place

of BusinessRelationship As at

31-03-18

India

USA

India

Subsidiary

Subsidiary

Subsidiary

76.76

100.00

58.82

Loss of control:

Non controlling interest (NCI)

NCI are measured at their proportionate share of the acquieers' net identifiable assets at the date of acquisition.

Summary of significant policies:

Exceptional items

By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters and M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on sale of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items

National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 22nd March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards) Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable.

Scheme of Amalgamation

National Company Law Tribunal (NCLT) Single Bench, Chennai has passed an order dated 22nd March 2018 approving the merger proposal of its holding company M/s. Accel Limited (unlisted company) with the Company with effect from 01st April 2014. The company is in the process of completing other compliances under merger. The company has also taken initiative to change the name as per merger order issued by NCLT. The accounts have been prepared in accordance with the Companies Indian Accounting standards) Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act 2013 and other recognized accounting practices and policies to the extent applicable.

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Composite Scheme of Arrangement / Amalgamation - "The Scheme"

Pursuant to the scheme approved by the Members in the Court Convened General Meeting held on 27th November 2015, and sanctioned by the National Company Law Tribunal, (Chennai Bench) the entire business and all assets and liabilities of the following company / operations stand transferred and vested with the Company w.e.f. 01.04.2014 (the transfer date), as detailed below:

Particulars

National Company Law Tribunal, Chennai

Name of the Company Nature of its business Date of Order

Accel Limited Investment 05.03.2018

The Scheme, accordingly have been given effect to in the accounts. In terms of the scheme, the business of transferor company is deemed to have been carried on by the Company with effect from the transfer date, namely 1st April 2014. The current years accounts includes the Assets and Liabilities of the transferor company taken over at book value and Income and Expenditure of he said company from the transfer date till 31st March 2015. As per the Scheme all the assets and Liabilities are consolidated under the pooling of Interest Method of Amalgamation as prescribed under AS-14 issued by the Institute of Chartered Accountants of India.

As per the scheme of amalgamation, the Authorised capital of the company has been increased to Rs. 26 Crores, representing 10,50,00,000 equity shares of Rs. 2/- each and 50,00,000 redeemable cumulative preference shares of Rs.10/- each.

Further, as per the Scheme, the face value of a share of the company has been reduced to Rs.2/- from Rs.10/- and all equity shareholders of the Company (TRANSFEREE Company ( except the shares held by the transferor company )will receive 1 share of Rs. 2/- each for every share held by them in the company, prior to the merger, and such entitlement will be after considering the reduction as above and ascertained as on the record date.

The shareholders of the transferor company will receive 16 shares of Rs. 2/- each of the company for every share held by them in the transferor company as on the record date. The details of shares to be issued to the shareholders of both the companies as per the scheme of amalgamation are given below.

Share Holders of

Accel Limited

Description of the shares to be issued

Number of shares of Rs.2/- each to be issue

Accel Transmatic Limited

Total

Equity

Equity

51,600,000

5,407,401

57,007,401

Effect on account of Amalgamation

As per the Scheme of Amalgamation all the above liabilities of the Transferor Company business shall also be transferred to and / or deemed to be transferred without any further act, instrument or deed to the Transferee company pursuant to the provisions of Section 394 and other applicable provisions of the Act so as to become as and from the Transfer Date 01.04.2014 the debts, liabilities dues and obligations of the company. The transfer / vesting as aforesaid shall be subject to existing charges/hypothecation / mortgages (if any as may be subsisting) over or in respect of the Assets or any part thereof, provide however, if any reference in any security documents or arrangements to which the respective Transferor Companies to the Assets of the respective Transferor company offered or agreed to be offered as security for any financial assistance or obligations.

The difference in value amounting to Rs.70,950,000/-towards shares allotted in the company to the shareholders of the transferor company as above, representing the purchase consideration thereof, over and above the Share capital of the transferor company, have been credited to the Reserves and Surplus under Capital Reserve Account of the merged company.

An amount of Rs.3,16,96,900/- being cancellation of Equity shares and Preference shares held by the transferor company in the company net of cost of investment in the transferor company in these shares has been credited to the capital reserve account of the merged company.

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Fresh issue of shares to the shareholders of the company and the transferor company as per the scheme as above is in the process of being completed.

The Name of the Company is being changed to Accel Limited

1.2 Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognized in the period in which the results are known / materialized.

1.3 Revenue recognition:

(i) Animation division

In respect of Animation services for third parties, income is recognized based on milestone achieved as specified in the contracts. In case of own production of Animated content income is recognized on sale / licensing of such products. Share of surplus from co production ventures is recognized as and when the same accrues after recoupment of the production cost in full as per the terms of the agreement.

(ii) Engineering division

(a) Revenue from sale of products are recoganised when significant risk and reward is passed on to he buyer, usually on delivery of the goods. The company collects value added taxes (VAT upto June 18 & GST From July 18 ) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence they are excluded from revenue.

(b) Revenue from services are usually recoganised based on the service performed in accordance with contractual terms.

(iii) Rental income

Revenue from renting out of moveable and immoveable properties are recognized on accrual basis.

(iv) Interest

Interest income is recoganised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the hear "Other Income" in the statement of profit and loss.

1.4 Fixed assets and depreciation:

Fixed assets:

(i) Property, Plant & Equipment

Property, Plant & Equipment are stated at cost or at replacement cost, in case of revaluation, less accumulated depreciation and impairment, if any, in the value of the assets. Cost of fixed assets includes all incidental expenses and interest cost on borrowings where applicable, attributable to the acquisition of assets, up to the date of commissioning of the assets.


On transition to Ind AS, the Company has to elected to continue with the carrying value of all of its property, plant and equipment reconnized as at 1st April, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of such property, plant and equipment.

(ii) Leased assets

A Lease is classified at the inception date as a Finance Lease or an Operating Lease . A Lease that transfers Substantially all the risks and rewards incidental to ownership to the company is classified as Finance Lease. Fixed assets acquired on finance lease have been capitalized at lower of present value of minimum lease payments or fair value. These assets have been depreciated over the useful life of the asset as technically ascertained by the company.

Financial Year Income Expenses

2014-15

2015-16

2016-17

254,133,627

34,700,316

27,957,845

75,174,054

16,986,994

18,187,885

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81

(iii) Intangible assets

Intangible assets in the nature of software licenses are stated at cost and are amortized over the estimated useful life of one to five years, using straight line method as technically assessed.

Intangible assets in the nature of digital assets are capitalized as and when it is completed and ready for commercialization and amortized over a period of revenue earning potential as estimated by the management. Cost of own / co production of animation products and not ready for commercialization as at the year end is carried forward as capital work in progress in the balance sheet as at the year end, if the management is convinced of the commercial viability of the same. Development expenses of animation products that are not considered to be commercially viable are expensed.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.


On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recoganized as at 1st April, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of such property, plant and equipment.

(iv) Depreciation / amortization

Depreciation on Property, Plant and Equipment is provided on straight line basis based on useful life of the asset as prescribed in Schedule II to the Companies Act, 2013, except in case of case of computer software for which life is technically estimated by the management as five years. Fixed assets individually costing Rs 5,000 or less are fully depreciated on purchase during the relevant year. Capital Work-in-prgress represents the spend for assets that are in the process of being developed. No depreciation is charged on these assets.

Depreciation methods, useful lives and residual values are reviewed at each financial year end.

Mangement estimate of Useful life in years

Buildings

Plant & Machinery

Furniture & Fixtures

Computers & IT Equipment

(Excl Software)

Vehicles

30.00

15.00

10.00

3.00

5.00

1.5 Employee Benefits:

i) Defined contribution plan:

Provident Fund / Employee State Insurance Scheme

Contribution to Provident fund scheme and Employee State Insurance Scheme are charged to Profit and Loss account in the year of contribution. There are no other obligations other than such contribution payable to the respective fund / scheme.

ii) Defined benefit plan:

Gratuity

Gratuity has been covered under group gratuity cum assurance scheme of Life Insurance Corporation of India. Accrued liability for gratuity as at the balance sheet date is ascertained on actuarial basis using projected unit credit method and balance in excess of fair value of the plan assets as at the year end is duly provided for.

iii) Compensated absences

Short term compensated absences are provided for based on estimates at gross undiscounted values. Long term compensated absences are provided for based on actuarial valuation.

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82

1.6 Provisions ( Other Than Employee benefits)

Provisions are recognised by the company when the Company has a present obligation legal or constructive as a result of a past event. When the Company expects some or all of a provision to be reimbursed the expense relating to a provision is presented in the financial statements net of any reimbursement.

1.6 Provision for taxes:

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current taxes and liabilities are offset where there is a legally enforceable right to set off the recognized amounts and there is a intention to settle the asset and the liability on a net basis.

Deferred Tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. In respect of undertakings the income of which is exempt under section 10B of the Income Tax Act, 1961, deferred tax liability on account of timing differences arising but getting reversed during the tax holiday period has not been recognized.

Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainty as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and where deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing laws and same taxable entity.

1.7 Accounting for provisions, contingent liabilities and contingent assets:

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the management estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current management estimates.

Contingent liabilities are disclosed by way of notes to the Balance Sheet. Provision is made in the accounts in respect of those liabilities which are likely to materialize after the year end, till the finalization of accounts and have material effect on the position stated in the Balance sheet.

Contingent assets are not recognized in the financial statements as a matter of prudence.

1.8 Borrowing costs

Borrowing costs that are attributable to the acquisition or construction or production of qualifying assets that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of such assets. All other borrowing costs are charged to revenue, during the period in which they are incurred. Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

1.9 Impairment of Property, Plant & Equipment and Intangible assets

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its

ACCEL LIMITED


83

recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of seven years.

Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss, except for previously revalued tangible fixed assets, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognized in the revaluation reserve up to the amount of any previous revaluation.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

1.10 Investments

Investments that are readily realizable and intended to be held for not more than a year, if any are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. Provision is made where there is a fall in value of such long-term investments, which are other than temporary in nature. Investments outside India in subsidiary companies are carried in the Balance Sheet at historical cost.

1.11 Cash Flow statement

Cash flows from operating activities are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

1.12 Inventories

a) Cost of production representing overheads incurred for Animation contract services is carried over as work in progress in the Balance Sheet as at the year end.

b) Engineering Services:

Inventories include raw materials, components , stock in trade, finished goods, stores and spares and work-in-progress.

Inventories of raw material, stock-in-trade are valued at the lower of cost and the net realisable value after providing for obsolescence and other losses, where considered necessary. However materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost includes all changes in brining the goods to the point of sale. Cost is determined on weighted average cost basis.

Inventories of stores and stores and spares are valued at lower of cost, net of provision for diminution in the value. Cost is determined on weighted average cost basis.

Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a portion of the manufacturing overheads. Cost of finished goods includes excise duty and is determined on a weighted average basis.

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84

Net realizable value is the estimated selling prize in the ordinary course of the business, less estimated costs of completion and estimated cost necessary to make the sale.

1.13 Foreign currency transactions

i. Initial recognition – foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency approximately at the date of the transaction.

ii. Conversion – Foreign currency monetary items are reported using the closing rate at the year end. Non monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

iii. Exchange differences – exchange differences arising on the settlement or conversion of monetary items are recognized as income or as expenses in the period in which they arise.

1.14 Cash & Cash equivalents

Cash & Cash equivalents in the balance sheet comprise Cash at banks , cash on hand & Cheques on hand, which are subject to an insignificant risk of changes in value.

1.15 Cash Dividend and non-cash distribution to equity holders

The company recognises a liability to make Cash contribution to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the company.

1.16 Interest Expense

Interest expense is recognised using effective interest method. In Calculating interest expense , the effective interest rate is applied to the amortised cost of the liability.

1.17 Earnings Per Share

The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares, if any, which would have been issued on the conversion of all dilutive potential equity shares.

1.18 First time adoption of Ind AS

As stated in Note 2, these are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, including the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS Balance Sheet as at 01 April 2016 (the Company’s date of transition).

In preparing its Ind AS balance sheet as at 01 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Ind AS optional exemptions

1. Deemed cost for property, plant and equipment and intangible assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their Previous GAAP carrying value.

2. Determining whether an arrangement contains a lease

Appendix C to the Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with the Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to avail of the above exemption.

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85

Deemed cost for investments in subsidiary and associates

The Company has elected to continue with the carrying value of all of its investments in subsidiary and associates recognised as of 01 April 2016 (transition date) measured as per the Previous GAAP as its deemed cost as at the date of transition.

B. Ind AS mandatory exceptions

1. Estimates

The estimates at 1 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reffect any differences in accounting policies) apart from the following items where applications of Indian GAAP did not require estimation :

- Fare valuation of financial instruments carried at FVTPL and /or FVOCI.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

The estimates used by the Company to present these amount in accordance with Ind-AS reflect condition at 1 April 2016, the date of transaction to Ind-AS and as of 31 March 2017.

2. Classification and measurement of financial assets and liabilities

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

3. De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transaction to Ind AS. However, Ind AS 101 allows a first time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from the date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financials assets and liabilities derecognised as a result of past transaction was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind-AS 109 prospectively from the date of transition to Ind-AS.

Other comprehensive income

Items of income and expense that are not recognised in profit and loss are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes re-measurements of defined benefit plans, foreign exchange differences arising on translation of foreign operations etc. The concept of other comprehensive income did not exist under previous GAAP.

1.19 Consequent to the merger of M/s Accel Ltd, with the Company as approved by NCLT vide its order dated 05.03.2018 effective from 01.04.2014 the previous year figures represents the figures of the merged entity as at 31st March, 2017.

Previous year's figure have been regrouped, recasted and rearranged wherever necessary, to suite the current period layout.

ACCEL LIMITED


86

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ACCEL LIMITED


i) Lease Hold Land

Land under Fixed Assets includes Rs.67.60 lacs being the value of land allotted and possession handed over by KINFRA Film & Video Park (KINFRA), a Government of Kerala Undertaking to the Company for construction of building to house its operations for which the registration formalities are yet to be completed. As per the agreement with “ the party “, the said land is on a 90 year lease and has to be developed within a period of 3 years from the date of allotment i.e. on or before 05.04.2010. The said land could not be developed within the time frame agreed on account of the difficult scenario being faced by the Animation Industry in general and the company in particular. KINFRA , in the meantime has changed the status of the SEZ from Animation to include IT/ITES also. This has been approved by the Ministry of Industries & Commerce vide its letter dated 7th February 2012 . The company is taking steps in consultation with KINFRA, to obtained a Co-developer status and develop the land.

ii.) Impairment of Assets

In the opinion of the management there is no impairment as on the date of the balance sheet in the value of the carrying cost of Intellectual Property Rights (IPR) of the company within the meaning of Accounting Standard – 28 on Impairment of Assets issued under Companies (Accounting Standards) Rules 2006, considering the revenue earning potential of the company and based on the estimated future cash flows upon crystallization of enquiries received by the company for the intellectual property rights carried in the books as intangible assets.

iii.) Fixed assets , capital work in progress & Inventory of intangible assets

The animation division of the company is engaged in the development of Animation contents, which can be under a service / co production contract or for creating its own IPR. The cumulative expenses incurred under co production and IPR creation activities are carried forward under capital work-in-progress, till the assets are ready for commercial exploitation. The expenses incurred under service contracts are carried forward as work in progress inventories till the milestone billing are achieved. As a result Rs. Nil (PY Nil)are carried forward in the Accounts as at the year end.

During the year under review Rs.7,32,052/- has been incurred towards developmental expense for Gandhipuram land location at Thiruvananthapuram. The Closing work in progress stands at Rs.17,41,666/-

iv.) Land & Building

a. During the year under review the Company has disposed of land and building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft). The resultant profit arising out of this transaction is reflected in other income.

b. The company has created a mortgage on one office building, in favour of the bank, towards banking facilities extended by the bank, to a subsidiary company.

88

Significant Accounting Policies, & Notes on Consolidated Accounts for the financial year ended 31st March, 2018


3.NON CURRENT ASSETS - FINANCIAL ASSETS - INVESTMENTS



March, 2017

Quoted Shares

In Associates

Accel Frontline Ltd.- 42,81,194 (42,81,194) equity share of Rs.10/- each (Refer Note No:3.(2)

In Others

Pittsburgh Iron & Steels Ltd (Formerly S & Y Mills Limited) -500 (500) equity share of Rs.10/- each (Market value as on 30-03-18 could not be given on account of lack of details)

NIIT Limited - 1,000 (1000) Equity Shares of Rs.10/- each (Market Value as on 30-03-18 (Source BSE) Rs.1,04,650/-)

Un Quoted

In Subsidiary

Accel Media Ventures Limited - 3,437,500 (2,000,000) Equity shares of Rs.10 each


Investment in Mutual Funds

Investment in MF / Debt Funds

3 (1) Investments in subsidiary and associates are sated at cost using the exemption provided as per Ind AS 27 "Separate Financial Statements"

3 (2) The investment includes investment in Accel Frontline Limited(AFL) an erstwhile subsidiary company, which became a subsidiary of the JV partner, CAC Holdings Corporation, Japan, (CAC) and as a part of this arrangement , the company had signed a Shareholders’ agreement with AFL and CAC and the company also had given certain Representations and Warranties and also given Indemnities. The JV Arrangement resulted in certain disputes in respect of Representation and Warranties and on account of litigation before NCLT as well as SIAC between parties , a settlement was arrived at between the Parties, warranting the company to transfer its balance holding in AFL, without any consideration, to a Trust in FY 2017-18, AFL being the beneficiary.

66,692,932

2,165

21,757

-

-

4,308,572

1,171,474

-

2,165

21,757

Accel Tele.Net Ltd - (80,070) Equity shares of Rs.10/- each39,000 11

-

-

29,514,936

Accel Systems Group, Inc - 2,166,000 (2,166,000) Equity sharesof no face value

- -

Investment in Venutre Funds

Hydrophi Shares investment

BT Fronline

402,815

3,252,205

33,193,879

3,241,930

87,114,196

11,675,365

ACCEL LIMITED


89

4. NON CURRENT ASSETS - FINANCIAL ASSETS - OTHER FINANCIAL ASSETS



March, 2017


(a) Security Deposits

(b ) Inter Corporate Deposits

(c) Loan to others

(d) Tax asset

10,805,350

54,200,000

-

5,105,121

70,110,471

11,484,896

190,600,000

2,510,000

2,753,268

207,348,164

5. CURRENT ASSETS - INVENTORY

DESCRIPTION As at 31st March, 2018

As at 31st March, 2017

Raw materials

Work - in Progress

1,055,961

-

1,055,961

1,081,195

341,987

1,423,182

6. CURRENT ASSETS - TRADE RECEIVABLES

DESCRIPTION As at 31st March, 2018



Outstanding for less than 6 months

Less: Provision

Total

(Unsecured Considered Doubt full )

Outstanding for more than 6 months

Less: Provision

Total

Grand Total

5,168,826

-

5,168,826

40,112,296

29,814,796

10,297,500

15,466,326

12,525,072

-

12,525,072

29,814,796

29,814,796

-

12,525,072

7. CURRENT ASSETS - CASH & CASH EQUIVALENTS

DESCRIPTION

a. Cash on hand

b. Balances with banks

In current accounts

Fixed Deposits



271,253

204,762,814

21,901,153

226,935,220

213,460

2,175,463

12,487,217

14,876,140

ACCEL LIMITED




90

8. CURRENT ASSETS - OTHER FINANCIAL ASSETS



March, 2017


(a) Loans and advances to employees

(b) Prepaid expenses

(c) Balances with government authorities

(d) Other Advances

(e) Travel & Trade advances

(f) Other Receivable

(g) MAT Credit Entitlement

(h) Gratuity Fund

50,000

1,041,849

29,240,543

6,035,908

3,037,057

227,203

41,197,870

171,854

81,002,284

-

1,304,031

29,279,130

-

2,936,000

5,268,515

25,500,000

373,008

64,660,684

9. OTHER CURRENT ASSETS

DESCRIPTION

(a) Unbilled revenue

(b) Acrrued Income



13,626,000

98,631

13,724,631

11,775,018

2,456,531

14,231,549

11. EQUITY SHARE CAPITAL

DESCRIPTION

Authorized Share Capital

105000000 (105000000)Equity Share of Rs.2 each (Rs. 2 each)

5000000 ( 5000000 )10% Cumulative Redeemable Preference

shares of Rs. 10/- each

Issued, Subscribed and Paid up Capital

57007401 (57007401) Equity Shares of Rs.2/- (Rs.2/-) each Fully

Paid up



210,000,000

50,000,000

260,000,000

114,014,802

114,014,802

210,000,000

50,000,000

260,000,000

114,014,802

114,014,802

ACCEL LIMITED



DESCRIPTION

Deferred Tax Assets

10. DEFERRED TAX ASSETS



61,300

61,300

-

-

91

a. Reconciliation of Equity Shares outstanding at beginning and end of the year

Equity Shares

At the beginning of the year

Outstanding at the end of the year

31.03.2018 31.03.2017

57,007,401

57,007,401

114,014,802

114,014,802

57,007,401

57,007,401

114,014,802

114,014,802

Number Rs. Number Rs.

Equity sharesThe company has one class of equity shares having a par value of Rs. 2 each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding.

b. Terms / rights attached to equity shares

c. Details of shareholders holding more that 5% shares in the company

N R Panicker

Sreekumari Panicker

Shruthi Panicker

Ganesh R

Equity Share of Rs. 2 each fully paid

31.03.2018 31.03.2017

27,770,810

6,500,000

6,506,851

4,908,877

48.72

11.40

11.41

8.61

27,770,810

6,500,000

6,506,851

4,908,877

48.72

11.40

11.41

8.61



d. During the period of five years immediately preceding the date as at which the Balance Sheet is prepared , the Company has not

- alloted fully paid up shares prusuant to contract without payment being received in cash. - alloted fully paid up shares by way of bonus shares and - brought back shares

12. OTHER EQUITY

DESCRIPTION

Capital Reserve


Closing Balance

Capital Redemption Reserve


Closing Balance

Securities Premium


Closing Balance

Surplus / (Deficit) in Statement of Profit and Loss


Add: Profit / (Loss) for the year



68,448,280

68,448,280

26,930,000

26,930,000

31,173,055

-

31,173,055

108,111,816

42,049,130

150,160,946

276,712,281

68,448,280

68,448,280

26,930,000

26,930,000

15,458,313

-

15,458,313

147,708,490

(39,596,673)

108,111,816

218,948,409

ACCEL LIMITED



92

13. NON CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS

DESCRIPTION

(I Term loans from banks (in INR)

(ii) Asset Backed Loan (refer note)

(iii) HP Loan

(iv) Over Draft / Loan Against FD



5,792,127

-

3,795,756

9,011,836

18,599,719

4,193,349

30,966,798

729,146

10,269,778

46,159,071

Details of Security


(a) The Asset Backed Loan (ABL) from bank is secured by equitable mortgage of Company's immovable properties and corporate guarantee by the Company and personal guarantee by the Promoter Director. ABL has fully being repaid before close of year ended 31st March, 2018

(b) Closure of Loans:

The Asset Backed Loans has been fully repaid on 06-11-2017 and the overdraft / loan was availed form The Federal Bank Limited, RM Nagar, Chennai secured against fixed deposit of Rs.1 Crore

( c) Charge Creation:

The charge against Asset Backed Loan as per MCA database has been closed on 04-01-2018

(ii) HP Loan

The HP Loan is availed from Kotak Mahindra Prime and The Federal Bank Limited Secured against Vehicle purchased against the respective loan.

(iii) Term Loan (Subsidiary Accel Media Ventuers Ltd)

Details of Security

The Term Loan from Bank is secured by Hypothecation of Company's Plant/Machinery/Equipment Purchased out of Term Loan and Corporate guarantee of its holding company M/s Accel Limited and collateral security of a property owned by the holding Company.

Terms of repayment

The Term Loans from Bank carries Interest @12.92% / 12.22% /11.05% p.a respectively and the amount outstanding as on date of balance Sheet is reapayble :

Term Loan 1 shall be Repaid in 44 monthly Installments of Rs. 80,000 each/- ,

Term Loan 2 shall be Repaid in 17 monthly Installments of Rs. 36,363 each/- and

Term Loan 3 shall be Repaid in 52 monthly Installments of Rs1,03,900/- each

14. NON CURRENT LIABILITIES - PROVISIONS

DESCRIPTION

Gratuity (Funded)

Leave Encashment (Unfunded)

Provision for Taxation



357,128

65,652

15,500,000

15,922,780

290,232

59,034

29,551,738

29,901,004

ACCEL LIMITED



93

Dues to Micro , Small & Medium Enterprises

The company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2018, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.



March, 2017

Current Maturity in Long Term Borrowings

Statutory Dues

Advances received

Rental Deposit

Expenses Payable

Payable for purchase of assets

2,499,944

10,289,554

3,846,175

2,725,020

707,025

-

20,067,718

10,646,927

8,296,946

10,174,613

7,707,836

-

1,652,780

38,479,102

17. OTHER CURRENT LIABILITES

DESCRIPTION

Loan from related parties

OD Account with Banks

15. CURRENT LIABILITIES - FINANCIAL LIABILITES - BORROWINGS



84,377,715

11,372,135

95,749,850

1,500,000

10,971,685

12,471,685

DESCRIPTION

Dues to Micro, Small & Medium Enterprise

Others

For Goods & Services

Other payable



-

-

22,071,652

3,888,534

25,960,186

-

-

5,118,253

98,526,758

103,645,011

16. CURRENT LIABILITIES - TRADE PAYABLES

ACCEL LIMITED



DESCRIPTION

Leave Encashment

Gratuity

18. CURRENT PROVISIONS



9,019

1,026

10,045

1,876

9,105

10,981

94

20.1 Profit on sale of asset represents profit arrising out of sale of Land and Building at 75, Nelson Manickam Road, Aminjikari, Chennai 600 029. (Land area 8000 sqft and building 14,850 sq ft)

21. COST OF SERVICES



Cost of Services - Animation Services

Cost of Services - Engineering Services

52,759,157

1,020,000

53,779,157

6,654,590

1,020,000

7,674,590

DESCRIPTION

Services

Software Services - Exports

Software Services - Domestic

Cost for Leasing of Test Equipments

Manufacturing

Manufacturing Sales - Gross

Less : Excise Duty

Manufacturing Sales- Net

Service Income

Other Operating Income

19. REVENUE FROM OPERATIONS



2,340,132

57,824,555

1,000,000

61,164,687

6,901,038

103,342

6,797,696

40,299

6,837,995

9,421,593

77,424,275

4,234,241

35,467,488

-

39,701,729

5,770,439

644,857

5,125,582

2,574,735

7,700,316

11,093,040

58,495,085

19.1 Reveue from operations, computed in accordance with IndAS "Revenue", for the current year is not comparable with previous year since the same is net of Goods & Service Tax (GST) whereas excise duty form part of expenses in previous year and current yeat (upto 30th June, 2017)


For the year ended31st March, 2017

Interest Income

Profit on Sale of Asset

Profit on Sale of MF

Creditors No Longer Required Written Back

Misc Income

7,362,473

185,682,713

55,797

742,189

70,114

193,913,286

16,418,740

4,576,650

1,607,938

3,900,459

93,767

26,597,554

20. OTHER INCOME

ACCEL LIMITED



95

22. COST OF MATERIALS CONSUMED



Opening Stock

Add: Purchases

Less: Closing Stock

1,423,182

4,758,200

1,055,961

5,125,421

693,394

4,392,424

1,081,194

4,004,624

22.1 CHANGES IN INVENTORIES OF FINISHED GOODS , WIP



Stocks at the beginng of the year :

Stocks at the end of the year :

Work-in-progrees

Finished Goods

Total

(Increase)/Decrease in stocks

-

-

-

-

-

341,987

341,987

(341,987)

23. EMPLOYEE BENEFITS EXPENSES



Salaries & Wages

Contribution to Provident and other welfare funds

Staff Welfare Expenses

Gratuity

Gratuity - OCI

Leave Encashment

Director Remuneration

10,285,246

334,747

280,476

99,714

401,171

13,761

-

11,415,115

36,481,975

1,782,006

2,672,760

(397,131)

-

30,114

550,000

41,119,724

ACCEL LIMITED



96

25. DEPRECIATION & AMORTIZATION

DESCRIPTION

Depreciation & Amortization



20,243,151

20,243,151

18,082,068

18,082,068

24. OTHER EXPENSES



Rent

Machine Rent

Power and fuel

Insurance

Foreign Exchange Loss/(Gain) - Net

Rates & taxes

Repair to building

Repair to machinery

Security Charges

Others

Travelling & conveyance

Printing and stationery

Postage, telegram & telephone

Professional Charges

Consultancy charges

Auditor Remuneration

for taxation matters

Assets written off

Miscellaneous expenses

Packing and forwarding charges

Advertisement

Marketing & distribution expenses

Purchase Consumables

Administrative Expenses

Design and Fabrication Charges

Forex expenses

Interest and Late Fee on GST

PCB Assembly Charge

Other expenses

7,781,342

4,750,030

4,006,532

554,907

34,479

870,355

973,418

68,252

874,980

3,880,771

2,863,971

433,498

1,394,749

1,318,924

18,556,538

421,300

50,000

-

1,201,718

135,254

127,514

81,998

137,366

115,524

91,050

5,474

2,130

7,623

256,938

50,996,635

5,801,524

282,800

2,185,139

102,404

84,127

1,711,007

2,941,748

-

381,683

5,399,226

2,208,437

423,020

1,045,731

1,341,502

16,081,713

401,600

45,000

3,745,599

1,169,964

511,217

-

87,424

-

-

-

-

-

-

228,942

46,179,806

ACCEL LIMITED



97

26. FINANCE COST

DESCRIPTION

Interest Expenses

On Term Loans

On Statutory Payments

On Other Payments

On HP Loans

Bank charges and commission



2,259,720

1,180,336

5,191,397

720,014

72,030

9,423,497

6,305,288

425,959

901,415

-

337,825

7,970,487

27. EXCEPTIONAL ITEMS

DESCRIPTION

Loss on Sale of Investments



78,259,670

78,259,670

-

-

27.1 By way of a Settlement Agreement and Release dated 15.03.2017, signed by and between the company, Accel Limited and other Promoters M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts includes loss on disposal of shares amounting to Rs.7,38,33,247/- which has been shown under Exceptional Items.

28. Tax Expenses

Provision for current tax is made on the basis of the assessable Income and /or Mat Provisions, at the tax rate applicable to the relevant assessment year. No tax provision is made under normal as well under MAT considering the brought forward losses of the company as a whole. The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantively enacted in the Balance Sheet date, the net Deferred Tax Asset at the yearend is not recognized as a matter of prudence.



15,500,000

15,500,000

-

-

Particulars

Income tax recoganised in the statement of

profit or loss

Current Income Tax

-Current Tax

Income Tax expenses reported in the

statement of profit or loss

ACCEL LIMITED



98

30. Group Information


CompanyPrincipal Place

of Business

% of Ownership




Relationship As at 31-03-18

As at 31-03-17

As at01-04-17

India

USA

India

Subsidiary

Subsidiary

Subsidiary

76.76

100.00

58.82

76.39

100.00

-

76.39

100.00

-

31. Contingent Liabilites and Commitments (to the extent not provided for)

31.03.2018 31.03.2017

Nil

136.11

16.61

33.88

36.28

1.1

136.11

16.61

33.88

36.28

(Rupees in Lacs)

32. Employee Benefit Obligations

1. Defined Contribution Plan Expenses Recognized during the period

31.03.2018 31.03.2017

9,747

(11,476)

(1,729)

16,455

(137,882)

(121,427)

As on

Assets and Liability (Balance sheet position)

31.03.2018 31.03.2017

70,149

444,886

374,737

-

374,737

40,263

413,271

373,008

-

373,008

As on

DESCRIPTION

Outstanding bank guarantees / letter of Credits

Income Tax Demands

Service tax

Customs

PF & Others

Paticulars

In income statement

in Other comprehensive income

Total expenses recognised during the year

Paticulars

Present value of obligation

Fair value of Plan Assets

Surplus / (Deficit)

Effects of Asset Ceiling, if any

Net Assset/(Liability)

ACCEL LIMITED



29. Earnings per Share

Particulars 31.03.2018 31.03.2017

Profit / (Loss) before taxation

Add: Exceptional Item

Profit / (Loss) With Exceptional Item

Weighted average number of equity shares

Basic & Diluted earnings per share with Exceptional Item

Basic & Diluted earnings per Share without Exceptional Item

42,094,915

73,259,670

120,354,585

57,007,401

0.74

2.11

(39,596,673)

-

(39,596,673)

57,007,401

(0.69)

(0.69)

99

Changes in the present value of obligation

Paticulars 31.03.2018 31.03.2017

Present Value of Obligation as at the beginning

Current Service Cost

Interest Expense or Cost

Re-measurement (or Actuarial) (gain) / loss arising from:

Change in financial assumption

Experience variance (i.e. Actual experience vs assumption)

Present value of obligation as at the end

40,263

36,957

2,937

-

(3,697)

(6,311)

70,149

130,194

36,567

10,408

-

3,696

(140,602)

40,263


Bifurcation of Net Liability

31.03.2018 31.03.2017

-

(374,737)

-

(374,737)

-

(373,008)

-

(373,008)



31.03.2018 31.03.2017

Current Service cost

Net Interest Cost / (Income) on the Net Defined Benefit Liability/(Asset)


36,957

(27,210)

9,747

36,567

(20,112)

16,455


Paticulars

Current Liability (Short term)

Current Asset (Short Term)

Non-current Liability (Long term)

Net Liability

Paticulars

ACCEL LIMITED



100

Demographic Assumptions

The principal demographic assumptions used in the valuation are shown in the table below

Paticulars 31.03.2018 31.03.2017

Mortality rate (% of IALM 06-08)

Normal retirement age

Attrition / Withdrawal rate (per annum

100%

55 years

2%

100%

55 years

2%

As on

33. Sensitivity Analysis

Significant actuarial assumptions for the detemination 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:

Other Comprehensive Income

31.03.2018 31.03.2017

Acturial (gains) / losses



experience variance (i.e. Actual experience vs assumptions)

others

Return on plan assets, excluding amount recognised in net

interest expense

Components of defined benefit costs recognised in other comprehensive

income

(3,697)

(6,311)

(1,468)

(11,476)

3,696

(140,602)

(976)

(137,882)


Paticulars

70,149 40,263

31.03.2018 31.03.2017

Increase Decrease Increase

31.03.2018 31.03.2017

61,897

-11.80%

80,096

14.20%

70,273

0.20%

70,230

0.10%

46,401

15.20%

34,968

-13.20%

40,633

0.90%

40,214

-0.10%

35,117

-12.80%

46,484

15.50%

39,774

-1.20%

40,311

0.10%

Paticulars

Decrease

Discount Rate (- / + 1%)


Salary Growth Rate (- / + 1%)


Attrition Rate (- / + 50% of attrition rates)


Mortality Rate (- / + 10% of mortality rates)


Defined Benefit Obligation (Base)

Paticulars

79,925

13.90%

61,628

-12.10%

69,772

-0.50%

70,067

-0.10%

ACCEL LIMITED



101

34. Related Party Disclosure

Subsidaries


Accel systems Group Inc, USA


Key Management Personnel (KMP):

N R Panicker Managing Director

A Ramanathan Company Secretary & GM Finance (upto 14-11-2017)

Bharath Kurup Company Secretary (w.e.f : 14-11-2017 to 18-05 2018)

Sreekumari Panicker Spouse of N R Panicker

Particulars of Transactions with related partiesControlling Company

Receiving of services / purchases

Rent Receipts

Interest Paid

Finance (including loans & equity contribution in

cash or in kind)

Remuneration / CLA to Whole Time Director

Trade Payables

Remuneration to Company Secretary

Rent Paid

679,311

1,800,000

-

15,264,000

-

-

-

Nil

Not Applicable

Nil

Nil

EUROS 4852

Nil

Not Applicable

Nil

Nil

EUROS 37165

-

-

-

4,179,600

-

1,299,558

900,000

-

-

-

-

-

Companies under commom

management

Key management personnel

35. Derivatives

Particulars 31.03.2018 31.03.2017

Category wise quantitative data about Derivative instruments outstanding at the Balance sheet date

Purpose of Hedging

Foreign Currency Exposure that are not hedged by a derivative Instrument or otherwise:

Due to creditors

Due from Debtors

ACCEL LIMITED



102

37. Dividend

The Board of directors of the Company in its meeting held on 30th May 2018 has declared an interim dividend of 20% (Rs.0.40 per equity share) to equity shareholders amounting to Rs.2,28,02,960.40 and the same will be paid out of the profits of the company for the year ending 31st March 2018 subject to DDT.

38. Financial risk management

The company presently offers animation services and engineering services from its facilities in Trivandrum and Chennai. The Company, as part of its business operations is also in the process of development of its surplus land in the factory area located at Sreekariyam, Trivandrum.

The company has exposure to the following risks:

(1) Credit Risk

(2) Liquidity Risk

(3) Market Risk

(1) Credit Risk

Credit risk is a risk that counter party will not meet its obligation under the financial instrument or customer contract leading to financials loss. This risk consists primarily of default being experienced in trade receivables. The Company has provided for expected losses and hence there is no significant credit risk to the company. Before accepting any new customer, Company assets the potentials customer's credit quality.

36. Segment Reporting

31.03.2018 31.03.2017

(Rupees in Lacs)

Animation


Media Business

Total segment Revenue

Segment Results

Animation


Media Business

TOTAL

Less : Interest ( Net )

Add: Unallocated Income

Total Profit / ( Loss ) before tax

Capital Employed

Segment Assets - Segment Liabilities

Animation


Media Business

Unallocated Segment Assets less unallocated Segment Liabilities

Total

12.46

85.13

582.65

680.24

(111.30)

(29.23)

(292.87)

(433.40)

91.42

945.77

420.94

158.91

64.36

186.25

3,557.73

3,967.24

47.22

59.00

352.60

458.83

(323.96)

13.86

(196.76)

(506.86)

69.56

180.45

(395.97)

2,052.38

45.29

186.25

1,019.84

3,303.76

Revenue by Industry segment

ACCEL LIMITED



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(2) Liquidity Risk

Refers to risk the company cannot meet its financial obligations. Since the Company has access to varity sources of funding and is also continuously monitoring actual cash flows, this is not a significant risk to the company.

(3) Market Risk

Market risk is that the fair value of the future cash flows of financials instrument will fluctuate because of changes in market price. However this is not a significant risk since the company has provided in the books the fluctuation in market price of financial instruments as on the date of balance sheet for Mutual Funds.

39.GENERAL

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 01 April 2016 included in these Standalone Ind AS Financial Statements, are based on the previously issued Statutory Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 24 May 2017 and 13 May 2016 respectively expressed an unmodified opinion on those Standalone Financial Statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by statutory auditors.









Date: 30.05.18 Director

DIN: 05166709

ACCEL LIMITED



104

105

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with

rule 5 of Companies (Accounts) Rules, 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES









Date: 30-05-18 Director

DIN: 05166709

Sr.No. 2 3

(All Amounts in Indian Rs. Lakhs only)

1

Name of the Subsidiary Accel Systems

Group. Inc.

Accel Media Ventures Ltd

CetronicsTechnologies

Pvt Ltd

Reporting Period for the subsidiary concerned,if different from the holding company's reporting period

As on 31.03.2018

As on 31.03.2018

As on 31.03.2018

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

INR USDExchange Rate

28.03.2018 65.44

INR

Share Capital 521.80 704.43 42.50

Reserves & Surplus (335.55) (1435.62) (6.90)

Total Assets 601.88 76.16 49.87

Total Liabilities 419.66 838.91 14.27

Investments 4.03 32.52 -

Turnover 587.53 - 16.75

Profit before taxation (382.63) (47.54) (22.02)

Provision for taxation - 0.01 0.45

Profit after taxation (382.63) (47.55) (21.57)

Proposed Dividend - - -

% of shareholding 76.76 100 58.82

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

ACCEL LIMITED


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ACCEL LIMITED


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ACCEL LIMITED


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ACCEL LIMITED


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