financial statements togetherwiththeauditors' report ... · company not less than forty eight...

Zenta Private Limited

Financial statementstogether with the Auditors' Reportfor the year ended 31 March 2015

f

Zenta Private LimitedFinancial statements together with the Auditors' Reportfor the year ended 31 March 2015

Contents Page

Notice 1- 3

Director's Report 4-23

Auditors' Report 24-28

Balance sheet 29

Statemeut of profit and loss 30

Cash flow statement 31

Notes to the accounts 32-54

AGCl Subsidiary information 55 - 56

NOTICE

Notice is hereby given that the Twenty Fifth Annual General Meeting of Zenta Private Limitedwill be held on Monday, August 03, 2015 at 11 am at 4th Floor of Tower II of Phase II, LogitechPark, Andheri Kurla Road, Andheri (E), Mumbai 400 072 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Profit and Loss Account for the year endedMarch 31, 2015 and the Balance Sheet as at that date together with the Reports of theBoard of Directors and the Auditors thereon.

2. To appoint Statutory Auditors to hold office from the conclusion of this Annual GeneralMeeting up to the conclusion of the next Annual General Meeting and to authorize theBoard to fix their remuneration.

Special Business:

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

Maintenance of Books of Accounts of the Company U/S 94 of Companies Act 2013

"RESOLVED THAT pursuant to Section 94 of Companies Act 2013, consent of theMembers be and is hereby granted to the Company for maintaining its Books of Accountsand all related records, papers and documents at the office at Plant 3, Godrej & BoyceComplex, LBS Marg, Vikhroli (W), Mumbai - 400 079."

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

"AND RESOL YED THAT a certified true copy of the aforesaid resolution be issued to theconcerned parties / authorities under the signature of anyone of the Directors of theCompany."

Notes :

I) An Explanatory Statement pursuant to the provisions of Section 102 of the CompaniesAct, 2013 is annexed herewith.

2) A MEMBER ENTITLED TO ATTEND AND VOTE AT A MEETING IS ALSOENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3) The instrument appointing the proxy should be deposited at the Registered office of theCompany not less than forty eight hours before the commencement of the Meeting.

By Order of the Board

Pennsylvania, USAJune 10, 2015

Registered Office:4th Floor of Tower II of Phase II,Logitech Park, Andheri Kurla Road,Andheri (E), Mumbai 400 072

2

For Zenta Private Limited

Sc/-Sangram ManjrekarCompany Secretary

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

Item No. 3

The Books of Accounts of the Company are presently maintained at the registered office of theCompany at 4th Floor of Tower II of Phase II, Logitech Park, Andheri Kurla Road, Andheri (E),Mumbai 400 072 as per provisions of the Companies Act 2013. It is proposed that the Books ofAccounts and all related records, papers and documents of the Company be maintained at theoffice at Plant 3, Godrej & Boyce Complex, LBS Marg, Vikhroli (W), Mumbai - 400 079, forbetter administrative convenience.

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

The Board has also approved of maintaining records at Plant 3, Godrej & Boyce Complex, LBSMarg, Vikhroli (West), Mumbai 400079 by w~y of a circular resolution.

By Order of the Board

Pennsylvania, USAJune 10, 2015


3


ScI-Sangram ManjrekarCompany Secretary

DIRECTORS' REPORT

To

THE MEMBERS OF ZENTA PRIVATE LIMITED

Your Directors present the Twenty Fifth Annual Report of your Company with the Audited Accountsfor the year ended March 31, 2015.

1. PERFORMANCE OF THE COMPANY

Your Company witnessed satisfactory profits during the Financial Year ended March 31, 2015. Asummary of the Company's financial performance for Financial Year 2015 is produced below.

(Figures in 'OOO's)Particulars" "1"; , "., ,," I: '",,},": " " "."::> ' , :'", 2015", 2014

Revenue from Operations(Net) and other income 336,678 770,495

Profit Before Tax (PBT) 178,301 287,079

Provision for Tax 63,302 95,977

Profit After Tax (PAT) 114,999 191,102

Balance brought forward from previous year 1,905,314 1,714,212

Profit available for Appropriations 2,018,247 1,905,314Appropriations:Less: Loss on account of Merger of Peninsula CapitalServices Pvt Ltd (2,067) -

,

Surplus carried to the next year's account 2,018,247 1,905,314

2. APPROPRIATIONS

The entire profit for the year under review is proposed to be carried forward to Profit and LossAccount.

3. DIVIDEND

With a view to plough back the profits, your Directors do not propose any dividend for the FinancialYear ended March 31, 2015.

4

4. DIRECTORS

Mr. Sarma Garimella, Mr. Manish Sharma, Mr. Terry Moore and Mr. Michael McDaniel continue toremain as Directors of the Company.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)( c) of the Companies Act, 2013, with respect toDirectors' Responsibility Statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss of the company forthat period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts on a going concern basis; and

(e) that the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

6. STATE OF COMPANY'S AFFAIR

The overall business for the financial year ended March 31, 2015 was positive and the Companydelivered stable results throughout the last financial year. The business prospects for the next 6months look stable for the Company.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL. POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company fromthe year ended March 31, 2015 to the date of the Director's Report.

8. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

Pursuant to Section 129(3) of the Companies Act, 2013, the financial statements in respect ofSanchez Capital Services Private Limited and Capital Consultancy Services. Inc. are attachedherewith.

5

9. PERSONNEL

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

10. STATUTORY AUDITORS

MIs B S R & Co. LLP, Chartered Accountants, statutory auditors of the Company, hold office till theconclusion of the 29th Annual General Meeting of the Company and being eligible, offer themselvesfor re-appointment.

11. AUDITORS' REPORT

The Auditor's Report for the year ended 31st March 2015 does not contain any qualification,reservation, adverse remark or disclaimer.

12. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to Section 92(3), as prescribed in Form MGT - 9 of the rulesunder Chapter 7 (Management and Administration) Rules, 2014 of the Companies Act, 2013, isappended as Annexure 1.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The Company, being engaged in service activities, the particulars relating to conservation of energyand technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.Information relating to Foreign Exchange Earnings and outgo during the year under review isprovided in the financial statements forming part of this Annual report.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year Five Board Meetings were convened and held, the details of which are given below.The intervening gap between the Meetings was within the time limit prescribed under the CompaniesAct, 2013.

Dates of Board meetings

1. 25th June 20142. 13th August, 20143. 24th October, 20144. 19th February 20155. 19thMarch, 2015

6

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), asprescribed in Form AOC - 2 of the rules under Chapter 9 relating to Accounts of Companies underthe Companies Act, 2013, is appended as Annexure II.

16. PARTICULARS OF LOANS, GUARANTEES OR lNVESTMENTS UNDER SECTION 186

The Company did not grant any Loans or Guarantees and has not made any Investments u1s 186 ofCompanies Act 2013.

17. MANAGERIAL REMUNERATION

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

18. RISK MANAGEMENT POLICY

The Company has in place a mechanism to consistently, proactively and effectively identify, assess,.and manage risks and opportunities so as to maintain the services delivered to clients at requiredlevels and impact to the society and interested parties. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordancewith Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board ofDirectors of the Company at its meeting held on August 13, 2014. The CSR Policy of the Companyand the details about the development of CSR Policy and initiatives taken by the Company onCorporate Social Responsibility during the year as per annexure to the Companies (Corporate SocialResponsibility Policy) Rules, 2014 have been appended as Annexure III to this Report.

20. ACKNOWLEDGEMENT

We thank our customers, vendors, investors and bankers for their continued support during the year.

We thank the governments of various countries where we have operations. We also thank theGovernment of India, particularly the Ministry of Communication and Information Technology, theCustoms and Excise Departments, the Income Tax Department, the Ministry of Commerce, the

7

Ministry of Finance, the Reserve Bank of India, the state governments, the Software TechnologyPark of India and look forward to their continued support in the future..

For and on behalf of the Board

Place: Pennsylvania, USADate: June 10, 2015


8

Sd-Director Director

Annexure I to the Directors Report of Zenta Private Limited for Financial Year 2015

FormNo.MGT-9EXTRACT OF ANNUAL RETURN of

Zenta Private Limitedas on the financial year ended on March 31, 2015

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

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- U72400MHI990PTC057492ii) Registration Date: July 30, 1990iii) Name of the Company: Zenta Private Limitediv) Category / Sub-Category of the Company: Private Limited Companyv) Address of the Registered office and contact details:

4th Floor of Tower II of Phase II, Logitech Park,Andheri Kurla Road, Andheri (E), Mumbai 400 072Telephone: 022-33630000 Fax No.: 022 25188277

vi) Whether listed company: Novii) Name, Address and Contact details of Registrar and Transfer Agent, if any: NA

II. PRINCIPAL BUSINESS ACTMTIES OF THE COMPANY

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

Sl. Name and Description of main NIC Code of the % to total turnover of theNo. products / services Product! service company

1 Business Process Outsourcing Services 99831176 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -NAME AND CIN/GLN HOLDING/ % of shares Applicable

S. ADDRESS OF THE SUBSIDIARY held SectionNO COMPANY / ASSOCIATEI Accenture Services Pvt. U74140MH199 Holding 100% 2(46)

Ltd., Plant 3, Godrej & 9PTC120656Boyce Complex, LBSMarg, Vikhroli(West),Mumbai 400079

2 Sanchez Capital U74999MH199 Subsidiary Zenta Private 2(87)Services Private 9PTC121644 Limited holdsLimited, Piramal 80%Tower, CS NO 265 & shareholding of266, Ganpatrao Kadam, Sanchez CapitalMarg, Services PrivateOff. Senapati Bapat LimitedMarg, Lower Parel,Mumbai- 400013

9

3. Capital Consultancy NA Subsidiary Sanchez Capital 2(87)Services Inc., 8215 Services PrivateForest Point Blvd, Ste. Limited holds100 100%

Charlotte, NC 28273 shareholding ofUSA Capital

ConsultancyServices Inc.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the end of % ChangeShareholders beginning of the year the year auring the

. vear

Demat Physical Total % of Demat Physical Total %ofTotal TotalShares Shares

A. Promoters NIL NIL NIL NIL NIL NIL NIL NIL NIL

(I) Indian .a) Individua1lHUFb) Central Govtc) State Govt (s)d) Bodies Corp. e)

Banks! PIf) Any Other.. ..

Sub-total (A) (1):-

(2) Foreign

a) NRIs- ,Individualsb) Other-Individualsc) Bodies Corp.

.

d) Banks I PIe) Any Other. ...

Sub-total (A) (2):-

10

Total shareholding NIL "'IL "'IL NIL "'IL NIL "'IL "'IL "'ILof Promoter (A) =(A)(1)+(A)(2)B. PublicShareholding

I. Institutions

a) Mutual Fundsb) Banks I FIc) Central GOVI

, d) State Govt(s)e) Venture CapitalFundsf) InsuranceCompaniesg) FIlsh) Foreign VentureCapital Fundsi) Others (specify)

Sub-total (8)(1):- NIL NIL NIL NIL NIL NIL NIL NIL NIL

2.Non-Institutionsa) Bodies Corp.

47233172 47233172i) Indian 47233172 100% 47233172 100% NIL

ii) Overseas I I I I NIL

b) Individuals

i) Individualshareholdersholding nominalshare capital uptoRs. I lakhii) Individualshareholdersholdingnominal sharecapital inexcess of Rs Ilakhc) Others(specify)

Sub-total (B)(2):- 47233173 47233173 100% 47233173 47233173 100% NIL

11

4723317 47233173 100% 47233173 47233173 100% NILTotal PublicShareholding(B)=(B)(I)+(B)(2)C. Shares held by NIL 'IlL NIL NIL NIL "'IL NIL "'IL "'ILCustodian forGDRs &ADRsGrand Total NIL 4723317, 47233173 100% NIL 47233173 47233173 100% NIL(A+B+C)

(ii) Shareholding of Promoters : Not Applicable

SI Shareholder's Shareholding at the beginning Share holding at the end of theNo. Name of the year year

No. of %of %of Shares No. of %of %of Shares %Shares total Pledged I Shares total Pledged I change

Shares encumbered Shares encnmbered inof the to total ofthe to total sharecompany shares company shares holding

duringtheyear

123

Total NIL NIL

(iii) Change in Promoters' Shareholding ( please specify, if there is no change) : Not Applicable

SI. Shareholding at the beginning of CumulatiYe Shareholding during theNo. the year year

No. of shares % of total No. of shares % of total shares ofshares of the the companycompany

At the Nobeginning of Promotersthe year in the

CompanyDate wiseIncrease IDecrease inPromotersShare holdingduring the yearspecifying thereasons forincrease Idecrease (e.g.

12

allotment Itransfer Ibonus! sweatequity etc):

At the End of.

the year

(Iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters andHolders of GDRs and ADRs):

SI. Shareholding at the beginning Cumulative Shareholding during theNo. of the year year

For Each of No. of shares % of total No. of shares % of total shares ofthe Top 10 shares of the the companyShareholders company

At thebeginning ofthe year1. Accenture 47233172 100% 7233172 100%

ServicesPvt. Ltd.

2. Accenture 1 1Minority IBV as anomineeofAccentureServicesPvt. Ltd.

Date wiseIncrease IDecrease inShare holdingduring the yearspecifying thereasons forincrease Idecrease (e.g.allotment Itransfer I bonus Isweat equityetc):

13

At the End ofthe year

~72331721. Accenture 7233172ServicesPvt. Ltd. 100% 100%

2. Accenture I IMinority IBV as anomineeofAccentureServicesPvt. Ltd.

(v) Shareholding of Directors and Key Managerial Personnel: Not Applicable

Sl. Shareholding at the beginning Cumulative Shareholding during theNo. of the year year

For Each of No. of shares % of total No. of shares % of total shares ofthe Directors shares of the the companyandKMP companyAt thebeginning ofthe yearDate wiseIncrease /Decrease inShare holdingduring the yearspecifying thereasons forincrease /decrease (e.g.allotment /transfer /bonus/ sweatequity etc):

At the End ofthe year

,

v. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

14

Indebtedness at the beginning of NIL NIL NIL NILthe financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness duringthe financial year

AdditionReduction

Net Chan!!eIndebtedness at the NIL NIL NIL NILend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

I Total (i+ii+iii) 1=1L ==~IL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not Applicahle

SI. Particulars of Remuneration Name of MDfWTDI Totalno. Manager Amount

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

I. Gross salary(a) Salary as per provisions containedin section 17(l) of the Income-tax Act, .

J961

(b) Value of perquisites uls 17(2)Income-tax Act, 1961

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

2. Stock Option

3. Sweat Equity

4. Commission- as % of profit- others, specify ...

5. Others, olease soecifvTotal (A)Ceiling as per the Act

15

B. Remuneration to other directors: Not Applicable

SI. Particulars of Remuneration Name of Directors Totalno. Amount

'<A NA INA NA NA3. Independent Directors

Fee for attending board I committeeI meetings

CommissionOthers, please specify

Total (l)

4. Other Non-Executive Directors NIL NIL [NIL NIL NIL

Fee for attending board I committeemeetingsCommissionOthers, please specify

.

Total (2)Total (B)~(I +2)Total Mana~erial RemunerationOverall Ceilin~ as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THANMD/MANAGERlWTD: Not Applicable

SI. Particulars of Key Managerial Personnelno. Remuneration

CEO Company CFO TotalSecretarY

I. NA NA '<A NAGross salary(a) Salary as per provisionscontained in section 17(1) ofthe Income-tax Act, 1961

(b) Value of perqnisites uls17(2) Income-tax Act, 1961

(c) Profits in lieu of salaryunder section 17(3) Income-taxAct, 1961

16

2. Stock Option.

3. Sweat Equity

4. Commission- as % of profit- others, specify ...

5. Others, pleasespecifvTotal

VII. PENALTIES I PUNISHMENTI COMPOUNDING OF OFFENCES:

Type Seetion of Brief Details of Anthority Appeal made, if any

the Description Penalty I [RDI (give Details)

Companies Punishment! NCLTI

Aet Componnding COURT]

fees imposed

Penalty NA NA ~A NA NA

Punishment NA NA ~A NA NA

~A NA INA NA NACompounding

C. OTHER OFFICERS IN DEFAULT

Penalty "'A NA "'A NA NA

Punishment ~A NA ~A NA NA

"'A NA "'A NA NACompounding


Place: Pennsylvania, USADate: Jnne 10,2015

sd-Director

17

Sd-Direetor

Annexure II to the Directors Report of Zenta Private Limitedfor Financial Year 2015

Form No. AOC-2

Zenta Private Limited for Financial Year 2015

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014)

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

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

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under firstproviso to section 188

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

(Figures in 'OOO's)

Particulars of Contracts or Arrangements with related 2015 2014parties(a) Name(s) of the related partv and nature ofrelationshipHolding CompaniesAccenture Services Private Limited 100% 100%Subsidiarv CompaniesSanchez Capital Services Private: Limited (Directly held since1st October, 2014 being the effective date of merger, subsequentto merger of Peninsula Capital Services Private Limited with 80% 80%

18

Zenta Private Limited)

Delivery DeliveryCentre CentreAgreement for Agreement for

(b) Nature of contracts/arrangements/transactions Services and Services andOther OtherIntercompany IntercompanyTransfers Transfers1 January 1 January 2012

(c) Duration of the contracts / arrangementsltransactions 2012 to 31 to 31December December2025 2025Providing ProvidingBusiness Businessprocess processservices and or services and ordeveloping, developing,managing and managing andmodifying modifyingtechnology technologysolutions for solutions forthe use of the use of

(d) Salient terms of the contracts or arrangements or transactions clients at clients at arm'sarm's length length chargeincluding the value, if any: charge based based onon Standard Standard CostCost rates and rates andOverhead Overheaddetermined determinedusing U.S. using U.S.Generally GenerallyAccepted AcceptedAccounting AccountingPrinciples plus Principles plusa mark up a mark up

- Revenue from Operations 5,399 78,581

- Fees for technical services and training 16,364 28,827

- ESPP 30

- Rent 6,480-- Others

19

929 5,108

(e) Date(s) of approval by the Board, if any: Not Not ApplicableApplicable

(f) Amount paid as advances, if any: NotApplicable Not Applicable



20

Sd-Director

'3cJ -Director

Annexure III to the Directors Report of Zenta Private Limitedfor Financial Year 2015

Corporate Social Responsibility (CSR)

[Pursuant to clause (0) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies(Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company's CSR policy, including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs

Zenta Private Limited CSR focus areas and programs align to the causes/beneficiaries as listed inSchedule VII of the Companies Act, 2013:

A. Livelihood Enhancement: Skilling the demographic dividend of India

Through our Skills to Succeed initiative, we will equip people with the skills to get a job orlaunch a business. In India, we deliver livelihood enhancement solutions with a focus on skillingtowards employability, entrepreneurship and direct livelihood opportunities.

Skills to Succeed helps address the need for skills that open doors to employment and economicopportunity. It does this by drawing on two of Accenture's unique capabilities: training talentand convening powerful partnerships to develop collaborative solutions. We will work toaccelerate our impact and continue to make a sustainable difference in the economic vitality andresilience of individuals, families and communities. Our target groups are youth, women andpersons with disabilities (PwDs).

B. Environmental Stewardship: Striving for sustainable eco-friendly growth

Accenture India is committed to incorporating leading environmental practices into its businessstrategy and operations and fostering environmental awareness and responsibility among ourstakeholders, including employees, clients, suppliers and the communities in which we live andwork.

Program Implementation and Partner Selection:

We will actively seek opportunities that will deliver results by partnering with organizations(nonprofits, clients, vendors, other foundations) who share our vision and CSR focus.

Our investments will be directed towards non-profits working towards skilling and livelihoodenhancement with communities across urban, semi-urban and rural India.

We will look towards scaling and replicating our existing programs to achieve maximum benefit.

Web link to view the policy andthe projects and programmes

http://www.accenture.com/SiteCollectionDocum ents/Loca I Ind ia/PD F/ accentu re-zenta-private-I im ited-csr-policy.pdf

21

http://www.accenture.com/SiteCollectionDocum

2. The Composition of the CSR Committee

The Board has constituted the "CSR Committee" of the Board on August 13, 2014. The presentconstitution of the CSR Committee is as follows:

1. Mr. Michael McDaniel2. Mr. Terry Moore3. Mr. Manish Sharma

3. Average net profit of the company for last three financial years

The average net profit of the company for last three financial years is INR 29,48,00,000.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The Prescribed CSR Expenditure was INR 58,96,000.

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year - INR 58,96,000

(b) Amount unspent, if any - NIL

(c) Manner in which the amount spent during the financial year is detailed below.

1illJ1(2) 11c3) lki? 11(5) 11(6) 11(7) 11(8) IProjects or Amount

spent onprograms the projects(1) Local orarea or AmountSector in other outlay programs Cumulative AmountCSR which (2) Specify (budget) Sub- expenditure spent: DirectS. project or the the State project heads: upto to the or throughNo activity Project and district (1) Direct reporting implementingidentified or expenditureis covered where programs on projects period agency*

projects or wise orprograms programswas' (2)undertaken OverheadsStates - (I) Direct INRTamil expenditure 58,96,000

1 Skilling for Livelihood Nadu, INR on projects NIL spent throughLivelihoods Enhancement Rajasthan 58,96,000 or programs Aide-et-Districts - -INR ActionChennai, 58,96,00022

Madurai, (2)Coimbatore, Overheads -Cuddalore, NILTironelveli,Jaipur andUdaipur

DITOTAL II IIIINR INR

I 1~~6,00058,96,00058,96,000

Details of implementing agency

The implementing agency is Aide-et-Action International South Asia (AeA). AeA is registeredas not for profit under section 8 (erstwhile Section 25) of Companies Act 1956 (Reg No 18-15686, dated 9.5.1988). is working across 19 states and 3 union territories with the help of 36local level NGO partners, 14 directly implemented projects on various issues of development and121 skill based training centres across the country for livelihood generation. The managementfunction at field level is handled by major offices located in 9 different locations - Hyderabad,Chennai, Delhi, Ranchi, Bhopal, Rajkot, Guwahati, Patna and Jaipur.

AeA has a team of more than 600 professionals having rich experience in research, capacitybuilding, project formulation, design and implementation, monitoring and evaluation,participatory planning, financial review, as well as domain specialization in sectors likeEducation, Health and HIV/AIDS, Migration, Women's Education and Empowerment, InclusiveEducation, Livelihoods and Policy Advocacy etc.

6. In case the Company has failed to spend the two per cent of the average net profit of thelast three financial years or any part thereof, the company shall provide the reasons for notspending the amount in its Board report.

The Company has spent the prescribed amount on CSR activities.

7. The CSR Committee of th~, Company hereby confirms that the implementation andmonitoring of CSR Policy, is in compliance with CSR objectives and Policy of theCompany.


Sd-Terry MooreDirector

Place: Pennsylvania, USADate: June 10,2015

For Zenta CSR Committee

Sd~Michael McDanielChairman

23

Independent Auditors' Report

To the Members of


Report on the financial statements ~.3F' "'".

We have audited the accompanying financial statements of Zenta 1Yi~~teLimited ('the Company'),which comprise the Balance sheet as at 31 March 2015, the s.taitrfienh~f profit and loss and theCash flow statement for the year then ended, and a summary ot;~ignifr~'¥1t~accounting policies andother explanatory information. AlJ1':t, "'\ '

J.lt,,,"" '.0'

Management's responsibility for the financial statei)1~:ts . $

p~~" ,The Company's Board of Directors isresponsible'fd'f(tlle matters"stated in Section.."34(5) of theCompanies Act, 2013 ('the Act') with respect to the pr;tptati,g'rtoflhese financiaf'statements thatgive a true and fair view of the financial position, finandirii:iperformance and cash flows of theCompany in accordance with the accouriiiPg}Jrinciples gen~r'iiI~!.jl;cePted in India, including theaccounting standards specified under Sectionif33"of the Act, read, with.Rule 7 of the Companies

'ki. ""-~;0:;:tt, "if;;">:'-0(Accounts) Rules, 2014, This responsibilify ..!alsOlincludes maintehfihce of adequate accounting

"p_ ~;I;-_ "\/)11-"" ,vrecords in accordance with the provisions of '(he A'i~ffof;:~~t~~,,~}dingthe assets of the Companyand for preventing and detecting frauds and~otli~r irreg1\lanties; selection and application ofappropriate accounting polit?i~"S~)ijakingjudgm~(s and estini~tes that are reasonable and prudent;and design, implementation and'J1IfiHntenance of\hdequate internal financial controls, that were

• • .,&'-""'F:#',)\ • 'r?;~ WI. , •operatmg effecTIvely fot,.qq;~mnng~y'accuracy and cqfll!Jleteness of accountmg records, relevant to

. 'W,+w.' '~'_ , . 1""'.11' • • •the preparatIOn and present:itlOn of..the'fmanclal statements that gIVe a true and faIr VIew and are. . -'I?-.;a:jf~-~'-"";J'.7yi:l/t).~;l:P\','\',.... ,..rIfV

free from matenal" sstatement.'lwheilier-tlue'-toJraud or error.;#'.);J.<' - _.' ."'clod

AUditor!!;;~ponsibiii

ibility is to expr~~ ~m0 , ion on these financial statements based on our audit. Wehave talc i19,~account th~~;~tovisig~s of the Act. the accounting and auditing standards andmatters whicli;*~~r~uired to ~~)included in the audit report under the provisions of the Act and theRules made therlJt1der. if"' .

>'*,~A0" illV

We conducted our -.r:~U"dif+f"'inaccordance with the Standards on Auditing specified underSection 143(10) ofth,>l\;'t Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

24

Independent Auditors' Report (Continued)


Auditor's Responsibility (Continued)

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whe~erdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrols relevant to the Company's preparation of the financial statements that give true and fairview in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with accounting principles generally accepted in India,of the state of affairs of the Company as at 31 March 2015, and of its profit and its cash flows forthe year ended on that date.

Report on other legal and regulatory requirements

As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the CentralGovernment of India in terms of sub-section (II) of Section 143 of the Act, we enclose io theAnnexure a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extentapplicable.

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 ourknowledge and belief were necessary for the purpose of our audit;

(b) in our opioion, proper books of accoun!'as required by law have been kept by the Companyso far as it appears from our examination of those books;

(c) the Balance sheet, Statement of profit and loss and Cash flow statement dealt with by thisreport are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the accounting standardsspecified under Section 133 of the Act, read with the Rule 7 of the Companies (Accounts)Rules, 2014;

25

Independent Auditors' Report (Continued)


Report on other legal and regulatory requirements (Continued)

(e) on the basis of written representations received from the directors as on 31 March 2015and taken on record by the Board of Directors, none of the directors is disqnalified as on31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act;and

(f) with respect to the other matters to be included in the Auditor's Report in accordance withRule II of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position inits financial statements - Refer Note 24 to the financial statements;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

ForB S R & Co. LLPChartered Accountants

Firm's Registration No: 101248WIW -100022

So/-Mumbai

10\J~;2015

26

Rajesh MehraPartner

Membership No: 103145

Zenta Private LimitedAnnexure to the Independent Auditors' Report - 31 March. 2015(Referred to in our report of even date)

(a)(i) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regnlar programme of physical verification of its fixed assetsby which all fixed assets are verified in a phased manner over a period of twoyears. In our opinion, this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to theprogram, the Company has performed physical verification of fixed assets duringthe year. According to the information and explanations provided to ns and recordsproduced to us for our verification, discrepancies noticed on such verification havebeen properly dealt with in the books of account.

(ii) The Company is a service company, primarily rendering providing business processoutsourcing services. Accordingly, it does not hold any physical inventories. Thus,paragraph 3(ii) of the Order is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms orother parties covered in the register maintained under Section 189 of the Act. Accordingly,paragraph 3(iii) of the Order is not applicable to the Company. In our opinion andaccording to the information and explanations given to us, the Company does not considerthe reimbursement of costs charged and outstanding to fall under the preview of loans.

(iv) In our opinion and according to the information and explanations given to us, there is anadequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchase of fixed assets and with regard.to the sale ofservices. The activities of the Company do not involve purchase of inventory and sale ofgoods. We have not observed any major weakness in the internal control system duringthe course of the audit.

(v) In our opinion and according to the information and explanations given to us, the Companyhas not accepted any deposits from the public as per the directives issued by the ReserveBank of India under the provisions of Sections 73 to 76 or any other relevant provisions ofthe Act and the Rules framed thereunder. Accordingly, paragraph 3(v) of the Order is notapplicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under sub -section (I) of Section 148 of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts accrued/deducted in thebooks of account in respect of undisputed statutory dues including Provident fund,Employees' State Insurance, Income-tax, Service tax, Custom duty, Value addedtax and any other statutory dues have been generally regularly deposited with theappropriate authorities though there has been a delay in few cases. As explained tous, the Company did not have any dues on account of Sales tax, Excise duty andWealth-tax.

27

Zenta Private LimitedAnnexure to the Independent Auditors' Report - 31 March 2015(Continued)

According to the infomtation and explanations given to us, no undisputed amountspayable in respect of Provident fund, Employees' State Insurance, Income-tax,Service tax, CuSIDm duty, Value added tax and any other statutory dues were inarrears as at 3I March 2015 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us, there are no dues ofSales tax, Service tax, Customs duty, Value added tax and Cess which have notbeen deposited on account of any dispute. The following dues of Income-tax havenot been deposited by the Company on account of dispute:

Name of Nature of Amount Period to which Forum where dispute isStatute Dues (Rs) amount relates pending

(OOO's)Income tax Income tax: 374 Assessment Year Dispute Resolution PanelAct. 1961 2011- 2012

(c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

(viii) The Company does not have any accumulated losses at the end of the financial year andhas not incurred cash losses in the current financial year and in the immediately precedingfinancial year.

(ix) The Company did not have any outstanding dues to any financial institution, banks ordebentureholders during the ycar.

(x) According to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no fraud on or by the Companyhas been noticed or reported during the course of our audit.

ForB S R & Co. LLPChartered Accountants

Firm's Registration No: 10I248W !W - I00022

Mumbai:10 JII-l'ife,2015

r." _ _,......_

28

Rajesh MehraPartner

Membership No: 103145


Balance sheetasat 31 March 2015(Currency: Indian Rupees in Thousands)

Note

EQUITY AND UABILITIES

2015 2014

Shareholders' fundsShare capitalReserves and surplus

Non-current liabilitiesOther long-term liabilities

Current liabilitiesTrade payablesOther current liabilitiesShort-term provisions

Total

ASSETS

34

5

67

8

472,332 472,332

2,063,587 1,950,654

2,535,919 2,422,986

4,689 3,9634,689 3,963

14,733 24,96931,331 24,158

2,304 12,03048,368 61,157

2,588,976 2,488,106

Non-current assetsFixed assets

Tangible assetsIntangible assets

Non-current investmentsDeferred tax assets (net)Long-tenn loans and advancesOther non-current assets

Current assetsTrade receivablesCash and bank balancesShort-tenn loans and advancesOther current assets

Total

Summary of significant accounting policies

The accompanying notes from 1 to 35 are an integral part of these financial statements.

As per our report of even date attached.

ForBSR&Co.LLPClmrtered AccountantsFirm's Registration No: 101248WfW-100022

9

15,239 26,314

JO 2,296 10011 29,004 34,30012 112,562 137,45213 610 337

159,711 198,503

14 41,223 135,74015 2,334,541 2,069,22116 41,103 59,91017 12,398 24,732

2,429,265 2,289,603

2,588,976 2,488,106

2

For and on behalf of the Board of Directors ofbnta Private Limited

Sd -Rajesh MehraPartnerMembership No: 103145

MumbaiJune 2015

29

Sci -DirectorDIN:

. Pennsylvania, USA10 June 2015

Sd -Director

DIN;

Company Secretary


Statement of profit and lossfor the year ended 31 March 2015

(Currency: Indian Rupees in Thousands)

Note

Income

2015 2014

Revenue from operations

Other income

Total income

Expenses

1819

172,936163,742336,678

623,736146,759770,495

Employee benefits expenseFinance costsDepreciation and amortisationOperating and other expenses

Total expensesProfit for the year before tax

Tax expensesCurrent tax (includes relating (0 prior year reversal Rs Nil (20l4: Rs 1,622)

Deferred tax charge (includes relating to prior year reversaUprovision

Rs 1,636 (2014: Rs 3,2~3)Profit for the year after tax

uss: Debit ,balance laken over on account of amalgamation (refer note 32)

Profit for the year after taxF..amings per equity share of face value Rs 10 each-Weighted average number of equity shares outstanding during the yearfor basic and diluted-Basic and diluted (Rs per share) (Profit for the year after tax I weighted averagenumber of equity shares outstanding during the year)

Summary of significant accounting policies

The accompanying notes from 1 to 35 are an integral part of these financial statements.As per our report of even date attached.

ForBSR&Co.LLPChartered AccountantsFirm's Registration No: 101248WIW-100022

20 41,029 191,18521 31 J079 5,731 23,16622 111,443 268,958

158,234 483,416

178,444 287,079

58,007 90,510

5,295 5,467115,142 191,102

(143)

114,999 191,102

47,233,173 47,233,173

2.43 4.05

2

For and on behalf of the Board of Directors ofZenia Private Limited

Rajesh MehraPartnerMembership No: 103145

MumbaiJune 2015

30

sd -DirectorDIN:

Pennsylvania, USA

10 June 2015

501-Director

DIN:

Company Secretar)'


Cash Dow statementfor the year ended 31 March 2015


Cash now from operating activities :

Net profit for the year before tax

Adjustments forDepreciation and amortisationInterest income on bank deposits

Unrealized gain on foreign exchangeLoss/(Gain) on sale of fixed assets

Operating cash flow before working capital changes

Decrease in trade receivables(Increase) Idecrease in loans and advances and other assets

(Decrease) in trade payable, ocher liabilicies and provisions

Operating cash flow after working capital changesIncome taxes paid (net of interest on refund of cax)

Net cash generated from operating activities

Cash flows from investing activities :

Purchase of fixed assetsProceeds from sale of fixed assetsInterest income

Cash generated from investing activitiesIncome taxes paid

Net cash generated from investing activities

Net increase in cash and cash equivalentsUnrealized gain on cash and cash equivalentsCash acquired on mergerCash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

2015 2014

178,444 287,079

5,731 23,166

(159,283) (120,719)

(743) 1652,671 (14,678)

(151,624) (112,066)

26,820 175,013

95,078 241,583

32,156 (19,131)

(1,381) 125,853 (35,249) 187,203

152,673 362,216

(32,689) (39,405)

119,984 322,811

(2,708) (20,830)

3,428 37,439

160,664 120,062

161,384 136,671

(16,500) (11,885)

144,884 124,786

264,868 447,597

182 207

2702,069,221 1,621,417

2,334,541 2,069,221

Notes:1. The cash flow sCatement has been prepared under the indirect method as set out in Accounting Standard - 3.2. Cash and cash equivalent represent Cash and bank balances (refer note 15).


ForBSR&Co.LLPChartered AccountantsFirm's Registration No: 101248WIW-100022

Sd -Rajesh MehraPartnerMembership No: 103145

MumbaiJune 2015

SciDirectorDIN:

Pennsylvania. USAIOJune2015

31

For and on behalf of the Board of Directors of


Sd ~Director

DIN:

Company Secretary

Zenta Private LimitedNotes to the financial statements (Continued)for the year ended 31 March 2015


1. Background•

Zenta Private Limited ('the Company') was incorporated on 30 July 1990 as a privatelimited company under the Companies Act, 1956 ('the Act) and is engaged in providingbusiness process outsourcing services. In November 2011, Zenta LLC, USA the erstwhileholding company, was acquired by Accenture PLC, Ireland.

Accenture PLC, Ireland along with its affiliates including Accenture Services PrivateLimited and Sanchez Capital Services Private Limited are collectively referred to asGroup Companies.

2 Summary of significant accounting .policies

2,1 Basis ojpreparation

The financial statements have been prepared and presented under the historical costconvention, on the accrual basis of accounting, in accordance with the provisions of the

. Companies Act, 2013 ('the Act') and accounting principles generally accepted in India('Indian GAAP') and comply with the accounting standards ('AS') specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to theextent applicable. Accounting policies have been consistently applied except otherwisestated or where a newly issued accounting standard is initially adopted or a revision inaccounting standard requires change in accounting policy hitherto in usc. The financialstatements are presented in Indian rupees rounded off to the nearest thousands, exceptwhere mentioned otherwise.

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

2.2 Useoj estimates

The preparation of financial statements in conformity with generally accepted accountingprinciples in India requires management to make estimates and assumptions that affect thereported amount of assets, liabilities, and disclosure of contingent liabilities on the date ofthe financial statements, and the reported amounts of income and expenses during thereported period. Management believes that the estimates and assumptions made in thepreparation of financial statements are prudent and reasonable. Actual results could differfrom those estimates. Any revision to accounting estimates is recognised prospectively incurrent. and future periods.

2.3 Revenuerecognition'

Revenue is recognised as the services are performed and amounts earned, net of applicabletaxes, based on services rendered! proportionate completion method as per terms of theunderlying agreements.

32

Zenta Private LimitedNotes to the financial statements (Continued)for the year ended 31March 2015


2 Summary of significant accounting policies (Continued)

2.3 Revenue recognition (Continued)

Amount to be earned is considered once evidence of an arrangement has been obtained,services are delivered, fees are fixed or determinable and collectability is reasonablyassured. Revenues recognised in excess of billings are recorded as unbilled revenue.Billings in excess of revenues recognised are recorded as advance billings until revenuerecognition criteria are met.

Interest income is recognised using the time proportion method, ba~ed on the underlyinginterest rates.

2.4 Fixed assets and depreciation/amortisation/impairment

Tangible and Intangible assets

Fixed assets are stated at cost less accumulated depreciation/amortisation" and impairmentloss, if any. The Company capitalises all costs relating to the acquisition and installationof fixed assets. Cost includes freight, duties, taxes (to the extent not recover~ble fromrespective authorities) and incidental expenses related to the acquisition and installation offixed assets up to the time the assets are ready for intended use.

Intangible assets are recorded at the consideration paid for acquisition of such assets andare carried at cost less accumulated amortisation and impairment.

Depreciation and amortisation

The Company provides depreciation under the straight line method (SLM), pro-rata to theperiod of use. The useful lives of the assets as estimated by management (which aredifferent from those prescribed under Schedule II to the Act) are as under:

AssetsIntangible assetsSoftwareTangible assetsComputers(l}Technologyassets(l)

Furniture and fixtures (I)

Office and other equipment(1)

Leasehold improvementsVehicles(l}

Useful life (in years)

3

2-43-5

(refer Note 1 below)5-10

7(refer Note 2 below)

5

(1) For these class of assets, the management estimates that the useful lives are based oninternal assessment and independent technical evaluation carried out by externalvaluer. Hence the useful lives for these assets is different from the useful lives asprescribed under Part C of Schedule II to the Act.

33

Zenta Private LimitedNotes to the financial statements (Continued)jor the year ended 31 March 2015



2.4 Fixed assets and depreciationlamortisaJion/impairment (Continued)

Depreciation and amortisation (Continued)

Notes:

(I) Technology assets include technology cabling, non-pc technology andtelecommunication equipment.

(2) Leasehold improvements are depreciated over the lease term or the estimated usefullife of the assets, whichever is shorter.

Impairment

In accordance with AS 28 - 'Impairment of Assets', where there is an indication ofimpairment of the Company's assets, the carrying arriounts of the Company's assets arereviewed at each Balance sheet date to determine whether there is an impairment. Therecoverable amount of the asset (or where applicable, that of the cash generating unit towhich the asset belongs) is estimated as the higher of its net selling price and its value inusc.

An impairment loss is recognised whenever the carrying amount of the asset or cashgenerating unit exceeds its recoverable amount. An impairment loss is recognised in theStatement of profit and loss.

Value in use is the present value of estimated future cash flows expected to arise from thecontinuing use of the asset and from its disposal at the end of its useful life.

2.5 Investments

Investments that are readily realisable and intended to be held for not more than a yearfrom the date of acquisition are classified as current investments. All other investments areclassified as long-term investments. However, that part of long term investments which isexpected to be realized within twelve months after the reporting date is also presentedunder 'current investments' in consonance with the current-nan-current classificationscheme of Schedule III to the Act.

Long-term investments (including current portion thereof) arc carried at cost less anyother-than-temporary diminution in value, determined separately for each individualinvestment. Current investments are valued at lower of cost and fair value.

2. 6 Foreign currency transactions other than derivatives

Income and expense in foreign currencies are translated at the exchange'rates prevailingon the date of the transaction. Net exchange gain or loss resulting in respect of foreignexchange transactions settled during the year is recognised in the Statement of profit andloss. Monetary assets and liabilities at year end are translated at the exchange ratesprevailing on the Balance sheet date and the resulting net gain or loss is recognised in theStatement of profit and loss.

34

Zenta Private LinritedNotes to the financial statements (Continued)for the year ended 31March 2015



2.7 Accounling for denvali.'es

The Company enters into forward contracts in order to hedge and manage its foreigncurrency exposures towards outstanding export receivables. Such derivative contractswhich are against underlying transactions are entered into by the Company for hedgingpurposes only and not for trading or speculation purposes.

In relation to the forward contracts, the exchange difference is calculated as the differencebetween the foreign currency amount of the contract translated at the exchange nite at thereporting date, or the settlement date where the transaction is settled during the period, andthe corresponding foreign currency amount translated at the latter of the date of inceptionof the forward exchange contract and the last reporting date. Such exchange differencesarc recognised in thc Statement of profit and loss in the reporting period in which theexchange rates change. The premium or discount arising at the inception of the forwardcontracts is amortised as expense or income over the life of the contract.

2.8 Operating leases

The Company has an operating lease, principally for office space. Substantially alloperating leases are non-cancellable or cancellable only on payment of penalties. Rentalexpense in agreements with rent holiday and scheduled rent increase is recorded on astraight-line basis over the lease term.

2.9 Employee stock based compensalion

Accenture Group has floated various Share incentive plans to enable its affiliated entitiesto attract, reward, retain and motivate its employees.

The premium, being the excess of the fair value of the underlying shares/options as of thegrant date over the exercise price, is recognised in the Statement of profit and loss over thevesting period of the grant! option.

2.10 Employee benefits

Short-term employee benefits

The undiscounted amount of short-term employee benefits t?xpected to be paid inexchange for the services rendered by the employees is recognised during the period whenthe employee rend~rs the service.

Defined contribution plans

The Company makes contributions towards provident fund and employees' state insurancecontribution to a defined contribution retirement benefit plan for qualifying employees.Both the employee and the Company make monthly contribution equal to a specifiedpercentage of the covered employee's salary or a fixed monthly contribution. Themonthly contributions payable by the Company are charged to the Statement of profit andloss as incurred.

35


(Currency: Indian Rupees in Thousands).

2 Summaryof significantaccountingpolicies(Continued)

2.10 Employee benefits (Continued)

Defined benefit plans

The Company provides for gratuity using the Projected Unit Credit method, with actuarialvaluation being carried out at each Balance sheet date, based on legislations as enacted asat the Balance sheet date. Actuarial gains and losses are recognised in full in theStatement of profit and loss in the period in which they occur. Past service cost isrecognised immediately to the extent that the benefits are already vested.

The gratuity obligation recognised in the Balance sheet represents the present value of thedefined benefit obligation and as reduced by the fair value of scheme assets. Any asset. resulting from the calculation is limited to the present value of available refunds andreductions in future contributions to the scheme. The gratuity plan is managed by anapproved gratuity trust to which contributions are made by the Company.

Other long-term employee benefits

Compensated absences which are not expected to occur within twelve months after theend of the period in which the employee renders the related services are recognised as aliability at the present value of the defined benefit obligation at the Balance sheet date.Provision in respect of leave encashment benefits has been made based on actuarialvaluation carried out by an independent actuary at the Balance sheet date using ProjectedUnit Credit method.

2.11 Income taxes

Income tax expense comprises of current tax expense and deferred tax charge or credit.

Current taxes

Provision for current income-tax is recognised in accordance with the provisions of theIndian Income-tax Act, 1961 and is made annually based on the tax liability after takingcredit for tax allowances and exemptions.

Minimum alternate tax (MAT) paid in accordance with the tax laws, which gives rise tofuture economic benefits in the form of adjustment of future income tax liability, isconsidered as an asset if there is convincing evidence that the Company will pay normaltax within the eligible period and the asset can be measured reliably.

36




2.11 Income taxes (Continued)

Deferred taxes

Deferred tax assets and liabilities are recognised for the future tax consequencesattributable to timing differences that result between the profits offered for income taxesand the profits as per the financial statements. Deferred tax assets and liabilities aremeasured using the tax rates and the tax laws that have been enacted or substantivelyenacted by the Balance sheet date. Deferred tax assets are recognised only to the extentthere is reasonable certainty that sufficient future taxable income will be available torealize the assets. However, where there is unabsorbed depreciation or carried forwardloss under taxation laws, deferred tax assets are recognised only if there is virtual certaintythat sufficient future taxable income will be available to realize these assets. Deferred taxassets are reassessed for the appropriateness of their respective carrying values at eachBalance sheet date.

2.12 Earnings per share

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

2.13 Provisions and contingencies

The Company creates a provision when there is a present obligation as a result of a pastevent that probably requires an outflow of resources embodying economic benefits and areliable estimate can be made of the amount of the obligation. A disclosure for acontingent liability is made when there is a possible obligation or a present obligation thatmay, but probably will not, require an outflow of resources. When there is a possibleobligation or a present obligation in respect of which the likelihood of outflow ofresources is remote, no provision or disclosure is made. Provisions are reviewed at eachBalance sheet date and adjusted to reflect the current best estimate.

37


Notes to the financial statements (Continued)asa! 31 March 2015


3 Share capital

Authorised60,050,000 (2014: 60,000,000) equity shares ofRs.lO each.Note: The Authorised Share Capital of the Company has been increased as perthe scheme of amalgamation of Peninsula Capital SCIVices Private Limited withIne Company (refer note 32)

Issued, subscribed and paid-up47,233.173 (2014: 47,233,173) equity shares of Rs.lO each, fully paid-up.

0) Reconciliation of shares outstanding at the beginning and oJ the end of the year:

2015

No. of shares

2015

600,500

472,332

AlJ\(lunt

2014

No. of shares

2014

600,000

472,332

AmOUnI

Equity shares

Balance as at the beginning of the year

Balance as at the cnd of the year

b) Terms / rights attached to equity shares:

47,233,17347,233,173

472,332

472,332

47,233,173

47.233,173

472,332

472,332

The Company has only one class of equity shares having a par value of RS.l 0 per share. On poll, each holder of equity shares is entitled to onevote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion 10 the number of equity shares held by theshareholders.

c) Shares held by the holding company / feUow subsidiaries:

Shares held by the holding cnmpanyis a~ below;

Acccnrnre Services Private Limited

47,233,172 (20[4: 47,233,172) equity shares ofRs.1O each, fully paid-

'P

Shares held hy fellow suhsidiary is as below:

Accenture Minority 1 BV

I (2014:1) equity share ofR~. 10 each, fully paid-up.

*(denotcs amount less than INR one thou~nd)

2015

(Amount)

472,332

."

472,332

2014

(Amount)

472,332

0"

472,332

d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

AccentUTC Services Private Limited

38

No. of shares

47,233,172

20t5% of Holding

99.99 %

No. of shares

47,233.172

2014

%ofHolding

99.99 %


Notes to the financial statements (Continued)as at 31 March 2015


2015 2014

4 Reserves and surplus

General reserveAI the commencement and end of the year 45,340 45,340

45,340 45,340

Surplus in the Statement of profit and ~1SS

At the I;ommencement of year 1,905,314 1,714,212

Less: Debit balance taken over on account of amalgamation (refer note 32) (2,067)Add: Profit for the year 114,999 191,102

Closing balance 2,018,247 1,905,314

2,063,587 1,950,654

5 Other long-tenn liabilitiesProvision for rent straightlining 4,689 3,963

4,689 3,963

6 Trade payables

Dues to Micro enterprises and small enterprises (refer note 28)Due 10 group companies (refer note 23) 2,263 359Others 12,470 24,610

14,733 24,969

7 Other current liabilities

Employee benefits payable 1,132 3,595

Due to group companies (refer note 23) 3,431 11,734

Statutory dues payable* 1,557 2,930

Advance billing (refer note 23) 24,498 3,754Provision for rent straightlining 522Creditors for purchase of fixed asset's 190 2,145

31.331 24,158

*Statutory dues payable includes- Provident fund 183 241-ESIC 3 5- TDS payable 1.345 2,652

- VATIWCT 9 12- Profession tax 17 20

8 Short.term provisions

Provisions for employee benefitsLeave encashment 2,304 2,506Taxation including fringe benefits tax, net of advance taxes and tax deducted at source 9,524Rs Nil (2014: Rs 51,312)

2,304 12,030

39


Notes to the financial statements (Continued)aJ' at 31 March 2015

(Currency: Indian Rupees in lllOusands)

9 Fixed assets

Intangible assets Tangible assets

. Software Leasehold Computer Furniture lind fixtures Office and otherimprovements equipment

Cost or valuation

At I April 2013 ]41,575 J 10,319 216,314 33,938 146,190Addilions 297 6,J61 3,572 437 12,508

Disposals 141,095 108,279 204,908 33,939 142,838

At31 March 2014 717 8,201 14,978 436 15,860

Addilloru; 377 SO 117 210Disposals 1,920 7,112 66 3,513

At31March2lHS 717 6,658 7,':'16 487 12,557

Accumulated depreclatlon

All April 2013 139,649 106,248 177,195 33.734 142,244

Charge for the year 2,060 1,305 17,008 91 2,702On deductions 140,932 106,484 186,193 33,820 140,869

At]! March 2014 717 1,069 8,010 5 4,077

Charge fur the yeaT 1,268 1,847 233 2~83On deduclions 663 3,944 66 1,840

AI31 MIl~h 2015 777 1,674 5,913 172 4,620

Nel Blo"ck

AI31 Match 2014 1,132 6,968 431 ll,183

A13! March 2015 4,984 2,003 315 7,93-'

40

Vehicles TOIJ

1.168 649,504

22,915

631,059

1,l68 41,420

754

12,611

1,168 29,563

Ll68 600,238

23,166

608,298

1,168 15,106

5,731

6,513

1,168 14,324

26,314

15,239

Zenta Private Limi ted

Notes to the financial statements (Continued)Gsat 31 March 2015


10 Non current investmentsTrade investmentsInvestment in equity instruments

. (Unquored and at cost)

Investment in subsidiaries

Nil (2014: 10,000) Equity Shares ofRs. 10 each of Peninsula CapitalServices Private Limited (refer note 32)

80% Holding in Sanchez Capital Services Private Limited (refer note 32)229,600 (2014: Nil) equity shares of Rs 10 each, fully paid-up

Aggregate value of un quoted investmenlsAggregate provision for diminution in value of investments

11 Deferred tax assets

2015

2,296

2,296

2,296

2014

100

100

100

Arising on account of timing differences inProvision for employee benefitsDifference between book deprecialion and depreciation under Income tax act,1961

Provision for expenses

Net deferred tax assets

12 Long-term loans and advancesUnsecured, considered good

To parties other than related partiesSecurity depositsMAT credit entitlement receivablePrepaid taxes (net of provision for tax of Rs 373,758 (2014:Rs 275,511»Recoverable from statutory authorities

13 Other non~current assetsUnsecured, considered good

1,016 1,123

25,277 26,130

2,711 7,047

29,004 34,300

19,555 19,555

8,712 30,146

61,339 59,084

22,956 28,667

112,562 137,452

Gratuity

14 Trade receivablesDebts outstanding for a period exceeding six months from the date they aredue for payment

Unsecured, considered good- From related parties (refer note 23)

Other debtsUnsecured, considered good

From related parties (refer note 23)

4'

610

610

41,223

41,223

337

337

1,108

134,632

135,740


Notes to the financial statements (Continuet!)asaf 31 March 2015


15 Cash and bank balances

Cash and cash equivalentsBalances with scheduled banks-in current accounts-in deposit accounts with original maturity of less than three months

Cash on hand

16 Short-tenn loans and advancesUnsecured, considered good

To parties other than related partiesSecurity depositsRecoverable from employees

Advances to vendorsMAT credit entitlement receivableRecoverable from statutory authoritiesPrepaid expensesTo related partiesLoans and advances to subsidiary company (refer nole 23 and 32)

17 Other current assetsUnsecured, considered good

2015

34,5112,300,000

30

2,334,541

4

11722,80716,0882,087

41,103

2014

39,2042,030,000

17

2,069,221

16,54665

21,97015,0402,464

3,879

59,910

To parties other than related partiesFair value of forward contractsReceivable from scrap salesInterest accrued on bank deposits

To related partiesUnbilled revenue (refer note 23)

42

1I2 2,6524,100 4,]00488 ],869

7,698 16,111

12,398 24,732


Notes to the financial statements (Continued)for the year ended 31 March 2015


23 Related party disclosure

i) Parties where control exists

Holding companyAccenture Services Private Limited 'A$PL' - holds 99.99% equity shares of 47,233,172 of RS.l 0 each fully paid up in the Company

Ullimate holding companyAccenture PLC, Ireland

ii) Subsidiary company

Holding as al 31 March

Peninsula Capilal Services Private Limited (Merged from 1 April2Q13) (refer note 32)

Sanchez Capital Services Private Limited (Directly held in 2014 (refer note 32»

Capital Consultancy Services Inc.{Indireclly held)

iii) Key managerial personnel

Mr.Michael McDaniel

Mr.Terry Moore

Mr.Sarma Garimclla

Mr.Manisb Sharma

Mr. Bobby Wayne (Resigned on 12 May 2(14)

Mr.Nilesh Korhari (Resigned on 22 May 2014)

iv) Group companies I fellow subsidiaries

Name of the entity

Accent Participations B.V

AccenlUrc LLP

Proquire LLC

Acquily Group, LLC

ACN Insurance Serv LLC

Accenture Puerto Rico LLC

Navilaire, Inc

Zema Recoveries, Inc

ZCma Mongage Services

Accenture Inc

Acquity GTp CON CAN, Inc

Acc.Bus.Serv.Brit.Co!. LP

ABSUI

AcccnlUre S.A.

ENMAX Technology - Bolivi

AccenlUre do Brasil Ltda

AccenlUre Serv.Sup.Neg.U

AeccnlUre Automa~ao

BPO Servi~os Adminisnation

Acccnture Chile Asesorias

Acccnture Ltda

ENM~HECUADORSA

Accenture S.c.

AccenlUre Peru

AccenlUre Tech Solutions

ACCENTURE URUGUAY SRL

44

2015

,,%,,%

Director

Dircctor

Director

Direclor

Director

Director

Country of Origiu

Netherlands

USAUSAUSAUSAUSAUSAUSAUSACanada

Canada

Canada

Canada

Argentina

Bolivia

Brazil

Brazil

Brazil

Brazil

Chile

Colombia

Ecuador

Mexico

fumfumUruguay

2014

100%,,%80%


Notes to the financial statements (Continued)for the year ended 31 March 2015


23 Related party disclosure (Continued)

iv) Group companies I fellow subsidiaries (Continued)

Name of the entity

Accenture CA.

Accenture Pic (Gilll'lillar)

Accenture (UK) Limited

Acccnture

AcccnlUre GmbH

AcccnNre Services GmbH

AccenlUrc CAS GmbH

Aecenture GmbH

Acccnture AG

AccenlUre Services AG

ACN Supply Chain Services

Accenlure S.A.S.

Digiplug SAS

ACCERIA

Accenture Insurance Scrvi

Acccnture (Mauritius) Ltd

Accenture N.V.

ATV

Acccnture (lux) sari

Accenture B.v.

Are Insurance Services B V

Acccnttlre AIS

Acccnture Oy

Accenttlre Services Oy

Accenture AS

Accenture AB

Acccnttlre Services AB

Acccnture S.p.A

Aeeenture Outsourcing Srl

Accenture IS S.P.A.

Acccnrnrc Societe Anonyme

Acccnrnrc Central Europe

Accenture s.r.o

Acccnrnrc Kft

Acecnttlre sp.z.o.o.

Aeeenture DanismanJik Lim

Acccnttlre Izmir

Ace. MEBV Saudi Branch

Accenttlre Saudi Arabia

Acccnture Romania (CE)

Accen.Mid. East B.V.Abu D

Aceen.Middle East B.V Dub

Acecnrnre LLC

Acecnrnrc Ukraine

Aceenture S.L.

Coritel SA

ACN OS Services, SA

Alnova Tectln. Corporal.SL

NEOMETRICS

Acccnturc Consultores de

Sistemcs Consulting, S.L.

45

ConDO')' of Origin

Venezuela

United Kingdom

United Kingdom

Ireland

Germany

Germany

Germany

Austria

Switl.crland

Switzerland

Switzerland

F=~

France

France

France

Mauritius

Belgium

Belgium

Luxembourg

Netherlands

Netherlands

Denmark

Finland

Finland

Norway

Sweden

Sweden

llaly

Italy

llaly

G=,Czech Republic

Slovakia

Hungary

Poland

Turkey

Turkey

Saudi Arabia

Saudi Arabia

Romania

Utd.Arab Emir.

Utd.Arab Emir.

Eg)pt

Ukraine

Spain

Spain

Spain

Spain

Spain

Portugal

Andorra


Notes to the financial statements (Continued)for the year ended 31 MaTch 2015



iv) Group companies I fellow subsidiaries (Continued)

Name of the entity

Accenture Ltd

Accenturc

AccenlUre (BOIswana)PtyLT

AccenfUre Morocco

Accenture SA - Cyprus Br.

Accenture East Africa Ltd

Acccnrurc Japan Ltd

Acccnrurc Co Ltd

AccenlUrc CHN Co Ltd

AccenlUre (China)-BJ Brch

Accenture (China)-GZ Brch

Qi lie (EJ) Info Tech Ltd

ACN CHN CD BRCH

ACN (BJ) Mobile Tech Co.

AccenlUr<: Ltd

Ae<:cnlure Co LId

PT Accenlure

Acccnlurc Pte Ltd

Ace,Ple Ltd-Brunei Branch

Acccnturc Sdn Bhd

Acccnttlre Solutions Sdn B

Acccnture Solution Co Ltd

AcccnlUre Inc

Accenture Jne BPO

Accenture Australia Ltd.

Accenture AuslI'lIlia Holdi

Accenture New Zealand Ud

Accenture MEBV-QFC Branch

Accenture Branch Angola

Kazakhstan Branch

AcccnlUre M07.ambique

ZMS LLC India Brancb

AccenlUrc zambia Ud

A) Transactions with Accenture group companiesl fellow subsidiaries

Particulars of transaction

Transaction with Acanture group companies! fellow subsidiaries


Fees for technical services

Training

Computer expenses

Rent

ESPPTransfer of assets and liabilities (Gross of debit/(credit) Rs 11,389 (2Q14: Rs (7,186)

Balance outstanding

Trade receivable

Trade payable

Other curren! liabilities

Advance billing

Short-term loans and advances

Unbilled revenue

46

Country of Origin

Israel

Nigeria

Botswana

Morocco

Cyprus

Kenya

Hong Kong

Hong Kong

China

China

China

China

China

China

South Korea

Taiwan

Indonesia

Singapore

Brunei

Malaysia

Malaysia

Thailand

Philippines

Philippines

AuslI'lllia

Australia

New Zealand

Qatar

Angola

Kazakhstan

Mor.ambique

lndia

Zambia

2015 2014

172,936 623,736

23~" 36,796

287

." 4,916

6,480

255 769987 4,750

41,223 135,740

2,263 3593,431 11,734

24,498 3,754

3,879

7,698 16,111


Notes to the financial statements (Continued)for the year ended 3J March 2015



B) Material transactions with Accenture group companiesl fellow subsidiaries

Particulars of transactions

Transactions with Accentul"(' group companies! fellow subsidIaries


Zema Recoveries, Inc

Acccnture Services Private Limited

Accenture LLP

b .'ees for tei:hnical services

Accenture LLP

Accenrurc Services Private Limited

TTaining

Accenrurc Participations B.V

d Computer expense!;

Proquire LLC

Rent

Accenture Services Private Limited

Trnsfer of ESPP liability

Accenture PLC

Accenlure Services Private Limited

g TTansfer of aswts and liabilities

Acccnturc SCl'\IJccs Private Limited (Gross of debit/(crcdil) Rs 3,764 (2014: Rs (7,186»

Sanchez Capital Services Private limited

2 Balance outstanding

a Trade receivaMe

Zenta Recoveries, Inc

Accenture LLP

Accenture Services Privatc Limited

b Trade payahle

Acccnture Services Private Limited

Accenture LLP

Sanchez Capital Services Private Ud

Other eurrent i1abliities


d Advauce billing

Zenta Recoveries, Inc

Accenturc Services Private limited

e Short tenn loans and advances

Pcnin~ula Capilai Services Private Limited

Unbilled revenue


Zenta Mortgage Services

47

2015 2014

153,070 414,600

5,399 78,578

83,970

6,313 5,9041',364 28,828

286

87' 4,916

6.480

225 56<)

'" 209

'95 4,755

132

Zenta Private LimitedNotes to the financial statements (Continued)for the year ended 31 March 2015(Currency: Indian'Rupees in Thousands)

24 Contingentliabilities

Taxation matters (#)

2015

20,491

2014

29,908

(#) Taxation matters comprise various matters being contested with the relevant taxauthorities. The Company is contesting these demands! matters and managementbelieves that the position will be upheld in the appellate process.

Note: The Company has received orders under Sectio'n 201 of the Income tax Act,I961with respect to TDS based on discrepancies found in the data available with the Income taxdepartment (AY 2007-08 : Rs 6,499 ; AY 2011-12: Rs 140 ; AY 2012-13: Rs 12(2014: Rs 6,651)). Management has reviewed the demand and believes that it is factuallyerroneous and has filed rectification applications along with appeals to contest the same.The Company is confident that its position will be upheld in the appellate process.Accordingly, the same has becn excluded from above disclosure. •

25 Leases

Operating lease

The Company is obligalcd under non-cancellable operating lease primarily for office spaceas per the terms of the respective agreement.

The future minimum lease payments in respect of non-cancellable portion of operatingleases together with any further periods for which the Company has the option to continuethe lease, with or without further payment, which option at the inception of the lease it isreasonably certain that the lessee will exercise, for agreements entered into are as follows:

Amount due within one year from the balance sheet dateAmount due in (he period between one year and five yearsAmount due later than five years

2015 2014

18,568 42,08879,285 189,24085,472 74,554

183,325 305,882

Rental expense (including for non-cancellable period) recognised during the year isRs 38,761 (2014: Rs 123,112).

48

Zenta Private LimitedNotes to the financial statements (Continued)for the year ended 31March 2015(Currency: Indian Rupees in Thousands)

26 Employeebenefitplans

Defined contribution plans

Amounts recognized as expenses towards contributions to provident fund by the Companyare Rs 1,337 (2014: Rs 6,2(7) for the year ended 31 March 2015.

Defined benefit plans

The following table sets out the status of the gratuity plan for the year ended31 March 2015 as required under Accounting Standard IS (AS IS) "Employee Benefits(Revised)".

(aJ Change in defined benefit obligation

Particulars 2015 2014

Change in present value of obligationsObligations at beginning of the year 2,842 13.275Current service cost 413 1,432Interest cost 224 765Settlement cost 23

Acquisitions (Credit) (676) (8,054)

Actuarial (Gains) flosses 882 (1.506)

Benefits paid (754) (3,093)

Obligations at the end of the year 2,931 2,842

(bJ Amount to be recognised in Balance sheet


Reconciliation of oIJl~njng and closing balances of the presentvalue of the dermed benefit obligation and plan assets

Change in plan asset"

Fair value of plans assets at beginning of the year 3,179 1,860Expected return on plan assets 270 148Contribution made dUJing the year 1000 4,300Actuarial (loss) (154) (36)Benefits paid (754) (3,093)

Fair value of plans assets at end of the year 3,541 3,179

Liability recognised in the Balance sheetFair valUe of plan assets at the end of year 3,541 3.179Present value of defined benefit obligation at the end of the year 2,931 2.842

Net Asset I (Liability) recognised in the Balance sheet 610 337

49

Zenta Private LimitedNotes to the financial statements (Continued)for the year ended 31 March 2015(Currency: Indian Rupees in Thousands)

26 Employee benefit plans (Continued)

Defined benefit plans (Continued)

(c) The assumptions used in accounting for gratuity and leave encashment are set outbelow:

Assumptions

Discount rateEstimated rate of return on plan assetsEstimated rate of increase in salary

2015

7.80%6.75%

13.5% for first 2years and 9%

thereafter

2014

9.10%8.50%

7.5% for first 2 yearsand 8% thereafter

(d) Expense to be recognized in Statement of profit and loss


Expense recognised during the year(under the head 'employee benefits expense', refer note 20)Gratuity cost for the )'earCurrent service cost 413 1,432Interest cost 224 765Expected return on plan assets (270) (148)

Settlement Cost 23

Actuarial (Gains) I losses 1,036 (1,470)

Net gratuity cost 1,403 602

.

Details of plan assets 2015 2014

Investment in mutual funds 53% 55%Bank balances

.47% 45%

(e) Experience adjustments

2015 2014 2013 2012 2011

Experience adjustment on plan (466) 1,682 (1,570) (865) (2,290)liabilitiesEstimated adjustment on plan assets (154) (36) (77) 135 117

2015 2014 2013 2012 2011

50



27 Expenditure and eamings in foreign currencyaJ Expenditure in foreign currency

Fees for technical servicesTrainingEmployee stock based compensationComputer expensesRepairs and maintenance

bJ Earnings in foreign exchange

Income from outsourcing services

28 Due to Micro and Small Enterprises

2015167,271

2014545,147

Under the Micro Small and Medium Enterprises Development Act, 2006, (MSMED)which came into force from 2 October 2006, certain disclosures are required to be maderelating to Micro and Small e.nterprises.

On the basis of the information and records available with the management, the followingdisclosures are made for the amounts due to Micro and Small enterprises:

Principal amount and the interest due thereon remaining unpaid to anysupplier as at the year end

Amount of interest paid by the Company in terms of section 16 of theMSMED, along with the amount of the payment made to the supplierbeyond the appointed day during the accounting year

Amount of interest due and payable for the period of delay in makingpayment (which have been paid but beyond the appointed day during theyear) but without adding the interest specified under the M$MED

Amount of interest accrued and remaining unpaid at the end of theaccounting year

29 Transfer pricing

2015 2014

The Company collates information and documents as required by the transfer pricingregulations under Sections 92-92F of the Income tax Act, 196I. The management is of theopinion that its international transactions are at arm's length and that the aforesaidlegislation will not have any impact on the financial statements, particularly on the amountof tax expense and that of provision for taxation.

The management is yet to carry out a detailed international transfer pricing study! analysisfor the year ended 31 March 2015 in accordance with above mentioned regulations andexpects to commission and complete the same by the specified due date.

51



30 Employeestockbasedcompensation

Accenture Group has floated various Share incentive plans to enable its affiliated entitiesto attract,reward, retain and motivate its employees.

There are four types of share based compensation plans; these plans are designed byAccenturc PIc and passed on to the various group companies to provide compensation tovarious levels of employees as per the terms of the related plans. The underlying shares areof Accenture Pic, Ireland.

Accenture Pic provides share based compensation to employees using Restricted ShareUnits (RSU), Stock options (Options), Employee Stock Purchase Program (ESPP) andVoluntary Equity Investment Program (VEIP). The employees have opted only for ESPP.

Employee Stock Purchase Program (ESPP)

As per the plan, an employee has an option to monthly contribute a specified percentage ofhis salary towards purchase of equity shares. The Company also contributes an amountequal to approximately 15% of the fair market value on the date of issue. At the end of sixmonths, ESPP shares equal to the total accumulation divided by the market value of theshare are provided to the employee. If the employee withdraws from the scheme before theexpiry of six months, the contribution made is refunded to the employee.

The total charge to the Statement of profit and loss on account of ESPP is Rs 5(2014: Rs (35)). The total carrying amount as at 31 March 2015 on account of ESPP isRs 31(2014: Rs 17).

31 Segmentalreporting

The Company is predominantly an outsourcing unit catering largely to Accenture Groupentities (the Group i.e. the Holding company, Subsidiary Company and Group Companies /fellow subsidiaries). As a part of its outsourcing activities, the Company renders ITenabled services as per the Group's requirement. Considering the nature of business andfinancial reporting, there are no reportablebusiness segments.

The risks and returns of various geographies to which the Company renders services arenot different and hence there are no reportable geographical segments.

32 Bnsinessmerger

Amalgamation of Peninsula Capital Services Private Limited ('PCS'):

PCS, a company incorporated on 3 March 1999, was a subsidiary of Zenta Private Limitedand with 80% owned subsidiary, Sanchez Capital Services Private Lintited.

The Scheme of Amalgamation ('the Scheme') of PCS with the Company was approved bythe Hon'ble High Court, Bombay vide its Order dated 22 August 2014, which was giveneffect to by filing with the ROC dated I October 2014. The Scheme inter-alia provides forthe amalgamation of PCS with the Company effective I April 2013.

In accordance with the requirements of the said Scheme, the above mentionedamalgamation has been accounted under the Pooling of Interests Method as follows:

52



32 Business merger (Continued)

Amalgamation of Peninsula Capital Services Private Limited ('PCS'):(Continued)

a) The assets aggregating to Rs 2,693 (Investments Rs 2,296 and, Cash and bank balancesRs 397) and liabilities aggregating to Rs 4,660 (Short term borrowings Rs 3,878, Tradepayables Rs 114 and Other current liabilities Rs 668) of PeS have been recorded bythe Company at book values.

b) Investment of Rs 100 in PeS was cancelled.

c) The Reserves of PeS Rs 2,067 were transferred to the Company in the same form.

d) The shortfall of Rs Nil between the (i) values of the assets and liabilities (includingreserves) as recorded in the books of PCS and (ii) the value at which the investmeut inthe shares of PCS was adjusted in the reserves of the Company as per the accountingstandard. .

As part of the scheme approved by the Hon'ble High Court, the authorised share capital ofPCS (Rs 500) is added to the authorised share capital of the Company.

Although PCS was amalgamated with the Company with an appointed date ofI April 2013, it continued to be a separate legal entity till I October 2014. The net profit ofPCS from I April 2013 till 31 March 2014 amounting to Rs 143 has been transferred toStatement of profit and loss in the books of the Company. The transactions between PCSand the Company from I April 2013 to 30 September 2014 and outstanding balances havebeen cancelled to give effect to the amalgamation in the books of the Company. Hence,these transactions do not form part of the disclosures relating to the "Related PartyTransactions" mandated by Acconnting Standard 18.

33 Foreign currency exposures

a) Foreign currency forward contracts entered into by the Company which are againstreceivables and outstanding as on March 31 2015 aggregate to Rs 25,063 / USD 400(2014: Rs 116,736/ USD 1,900)

b) The year-end foreign currency exposures that have not been hedged by derivativeinstrument or otheflNise are as below:

2015 2014Currency Amount Amount Amount Amount

(USD) (Rs) (USD) (Rs)Trade payables andother liabilities USD 6 404 7 423

Trade receivables lJSD 167 10,461

Bank Balance lJSD 286 17,895

53



34 Previous period comparatives

Rs 337 - Long-term lo,ms and advances (Gratuity) has been reclassified to Other non-current assets (Gratuity).

Current year figures include effect of the Scheme of Amalgamation of PCS (refer note 32).

35 Other matters

Information with regards to other matter specified in Schedule III to the Act is either Nil ornot applicable for the year.


ForB S R & Co. LLPChartered AccountantsFirm's Registration No: 101248W 1W-100022

For and on behalf of the Board of Directors ofZenia Private Limited

sJ -Rajesh MehraPartnerMembership No: 103145

MumbaiJune 2015

Sd -DirectorDIN:

PennyslvaniaUSA10 June 2015

54

DirectorDIN:

Sd ~Company Secretary

Form AOC-I(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/associatecompanies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs OOO's)

1. SI. No.

2. Name of the subsidiary : M/s. Sanchez Capital Services Private Limited

3. Reporting period for the subsidiary concerned, if different from the holding company'sreporting period

4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in thecase of foreign subsidiaries.

5. Share capital : Rs. 2,870

6. Reserves & surplus : Rs. 67,798

7. Total assets : Rs. 86,014

8. Total Liabilities : Rs. 15,346

9. Investments : Rs. 34,314

10. Turnover : Rs. 30,099

II. Profit before taxation :Rs. 3,507

12. Provision for taxation : Rs. 1,083

13. Profit after taxation : Rs. 2,424

14. Proposed Dividend : Rs. NIL

15. % of shareholding 80%

Notes: The following information shall be furnished at the end of the statement:I. Names of subsidiaries which are yet to commence operations2. Names of subsidiaries which have been liquidated or sold during the year.

55

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to AssociateCompanies and Joint Ventures - Not Applicable

Name of Associates/Joint Ventures

1. Latest andited Balance Sheet Date

2. Shares of Associate/Joint Ventures held by thecompany on the year end

No.

Amount of Investment in Associates/Joint VentureExtend of Holding %

3. Description of how there is significant influence

4. Reason why the associate/joint ventnre is notconsolidated

5. Networth attributable to Shareholding as per latestaudited Balance Sheet

6. Profit / Loss for the yeari. Considered in Consolidationi. Not Considered in Consolidation

Name 1 Name 2

I. Names of associates or joint ventures which are yet to commence operations.2. Names of associates or joint ventures which have been liquidated or sold during the year.

Note: This Form is to be certified in the same manner in which the Balance Sheet is to becertified.



56

sd ~Director

sclDirector

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