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Accelya Kale Solutions Ltd.

BSE: 532268 Sector: IT
NSE: ACCELYA ISIN Code: INE793A01012
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OPEN 1439.25
PREVIOUS CLOSE 1435.10
VOLUME 212
52-Week high 1525.00
52-Week low 787.25
P/E 23.47
Mkt Cap.(Rs cr) 2134.99
Buy Price 1430.00
Buy Qty 15.00
Sell Price 1439.00
Sell Qty 3.00
OPEN 1439.25
CLOSE 1435.10
VOLUME 212
52-Week high 1525.00
52-Week low 787.25
P/E 23.47
Mkt Cap.(Rs cr) 2134.99
Buy Price 1430.00
Buy Qty 15.00
Sell Price 1439.00
Sell Qty 3.00

Accelya Kale Solutions Ltd. (ACCELYA) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirtieth report on the business andoperations of the Company for the year ended 30th June 2016.

FINANCIAL RESULTS (STANDALONE)

Rs in Million
Particulars 2015-16 2014-15
Total Revenue
- Revenue from Services 3097.15 2722.76
- Other Income 98.93 148.63
Total 3196.08 2871.39
Total Expenditure 1963.39 1848.87
Profit before Tax and Exceptional Items 1232.69 1022.52
Exceptional Items - 92.22
Profit Before Tax and After Exceptional Items 1232.69 1114.74
Provision for Tax
- Current Tax 428.56 333.18
- Deferred Tax (Credit)/Charge (2.78) 24.41
Profit After Tax 806.91 757.15
Profit brought forward from previous year 230.65 88.24
Profit available for appropriation 1037.56 845.39
Appropriations:
- Depreciation impact due to change in useful life as per schedule II of Companies Act 2013 - 1.02
- Deferred tax on depreciation due to change in useful life as per schedule II of Companies Act 2013 - (0.35)
- Interim Dividend 223.89 164.19
- Proposed Dividend 447.79 373.16
- Dividend Distribution Tax 135.26 92.40
- Dividend Distribution Tax Credit (4.08) (15.68)
- Balance Carried Forward to Balance Sheet 234.70 230.65

DIVIDEND

The Company had declared and paid an interim dividend of Rs. 15 per equity share duringthe year.

Your Directors are pleased to recommend a final dividend of Rs. 30 per equity share forthe financial year ended 30th June 2016.

OPERATING RESULTS

During the year under review your Company s operating revenues grew by 13.75% fromRs.2722.76 million to Rs.3097.15 million. The total expenditure for the year stood atRs.1963.39 million as against Rs.1848.87 million an increase of 6.19% over the previousyear.

The Company has posted profit before tax and after exceptional items of Rs.1232.69million as against Rs.1114.74 million for the previous year an increase of 10.58% overthe previous year.

The Company recorded profit after tax for the year ended 30th June 2016 ofRs.806.91 million as compared to Rs. 757.15 million in the previous year an increase of6.57%.

BUSINESS OPERATIONS

During the year the Company added a number of leading global airlines to its customerlist as well as renewed its relationship with IATA. Some of these are:

• LATAM Airlines Group the largest airline group in Latin America selectedREVERA PRA to standardize the passenger revenue accounting processes acrossthe airlines that are part of LATAM Airlines Group

• Brussels Airlines selected FinesseCostTM to efficiently manage theirDirect Operating Cost (DOC)

• International Air Transport Association (IATA) renewed the contract with AccelyaKale for managing its Simplified Invoicing and Settlement (SIS e-invoicing) platform

The Company continued its focus on innovation increased productivity and quality bylaunching new initiatives to connect with customers as well as new solutions.

• Following the success of REVERA User Meet and REVERA SPG Board Accelya Kalelaunched REVERA online community to further strengthen its engagement with REVERAcustomers.

• Accelya Kale introduced Analytics and Consulting to help airlines identifyopportunities for revenue and cost optimization.

The Company is committed to greener world and has taken steps in this direction. Keyinitiatives undertaken include water conservation energy conservation reduction in foodwastage and waste management.

For the second year in row Accelya featured in the International Association ofOutsourcing Professionals (IAOP) Global Outsourcing 100 List a list of the leadingoutsourcing firms in the World. Accelya was rated highest for Innovation CustomerReferences and Awards & Certifications.

SUBSIDIARIES

Pursuant to the provisions of section 129(3) of the Companies Act 2013 ( the Act ) astatement containing salient features of financial statements of Kale Softech Inc. andZero Octa UK Limited in Form AOC-1 is attached to the financial statements.

The Company does not have any subsidiary in India.

The financial statements of the subsidiary companies shall be available for inspectionby any shareholder at the registered office of the Company and of the subsidiary companiesconcerned. These documents can be requested by any shareholder of the Company. Further inline with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andin accordance with the Accounting Standard 21 (AS-21) the Consolidated FinancialStatements prepared by the Company include financial information of its subsidiaries.

BOARD OF DIRECTORS

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

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

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

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

Vipul Jain

Mr. Vipul Jain stepped down as the Managing Director of the Company with effect from 30thSeptember 2015. At the 29th Annual General Meeting held on 30thSeptember 2015 Mr. Jain was appointed as Non-Executive Non-Independent Director of theCompany.

Mr. Vipul Jain retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

Mr. Vipul Jain is B.Tech. from I.I.T. Kanpur and a Post Graduate in Management fromIIM Ahmedabad. He was responsible for development and implementation of the country sfirst on-line Hotel Management System in 1982. He took on the marketing responsibility forthe Company since its inception in 1986. In 1992 he took on the responsibility ofManaging Director. The setting up of the airlines line of business at Accelya Kale was hisinitiative.

Companies in which Mr. Vipul Jain is a Director
Accelya Kale Virtual Wizards
Solutions Limited Private Limited
Kale Logistics Fight Hunger
Solutions Private Limited Foundation (NGO)
Baaya Ventures Limited

Mr. Jain does not hold any equity shares in the Company.

The Board recommends the re-appointment of Mr. Vipul Jain as Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation.

Neela Bhattacherjee

Ms. Neela Bhattacherjee was appointed as an additional director by the Board ofDirectors on 5th August 2015.

At the 29th Annual General Meeting held on 30th September 2015Ms. Bhattacherjee was appointed as Managing Director of the Company upto 30thJune 2018. Ms. Bhattacherjee is very capable and competent in handling the affairs of theCompany. The Board is confident that under her able leadership the Company will scale newheights.

Philippe Lesueur

Mr. Philippe Lesueur will be stepping down as the Chairman and Director of the Companyeffective from the close of business hours on 5th October 2016.

The Board places on record its appreciation for the valuable contribution by Mr.Philippe Lesueur as Chairman and Director over the years.

John Johnston

Mr. John Johnston was appointed as an additional director by the Board of Directors on14th August 2015.

At the 29th Annual General Meeting held on 30th September 2015Mr. John Johnston was appointed as Non-Executive Non-Independent Director of the Companyliable to retire by rotation.

Mr. John Johnston has been appointed as Chairman of the Board of Directors effectivefrom 6th October 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June2016 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June 2016 and ofthe profit of the Company for the year ended on that date;

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

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

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

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

HUMAN RESOURCE

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

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

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

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

POLICIES

Your Company has formulated Policy on Related Party Transactions Policy fordetermining material subsidiaries CSR Policy and Whistle Blower Policy in terms of thelegal requirements. These policies are available on the website of the Company athttp://www.accelyakale.com/investor-relations/policies/

RELATED PARTY TRANSACTIONS

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

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

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm s length. All Related Party Transactions are subjected to independentreview by a reputed accounting firm to establish compliance with the requirements ofRelated Party Transactions under the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the Act your Company hasconstituted a Corporate Social Responsibility Committee ( CSR Committee ). The compositionand terms of reference of the CSR Committee is provided in the Corporate GovernanceReport.

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

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to providea framework to promote responsible and secure whistle blowing process. It protectsemployees wishing to raise a concern about serious irregularities within the Company orits employees. Protected disclosures can be made by a whistle blower through an email orby a phone call to the Ombudsperson appointed under the Policy.

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

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

The Company has not received any complaint of sexual harassment during the financialyear 2015-16.

RISK MANAGEMENT

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

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

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

AUDITORS

Statutory Auditors

M/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at theAnnual General Meeting held on 25th September 2014 for a term of two years.

The term of two years expires at the conclusion of the forthcoming Annual GeneralMeeting.

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

As per the provisions of section 139 of the Act no listed company can appoint orre-appoint an audit firm as auditor for more than two terms of five consecutive years. Itis therefore proposed to appoint M/s. B S R & Co. LLP as auditors of the Company fora period of 1 year to hold office from the conclusion of the ensuing AGM till theconclusion of the 31st AGM on a remuneration as may be fixed by the Board ofDirectors of the Company.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

Secretarial Auditor

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

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE

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

FIXED DEPOSITS

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGMENT

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

For and on behalf of the Board of Directors
Philippe Lesueur Neela Bhattacherjee
Chairman Managing Director
(DIN : 03327819) (DIN : 01912483)
Place : Mumbai
Date : 3rd August 2016

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