Your Directors are pleased to present the thirty fifth report on the business andoperations of the Company for the year ended 30th June 2021.
FINANCIAL RESULTS (STANDALONE) ' in Lakhs
|Particulars ||2020-21 ||2019-20 |
|Revenue || || |
|- Revenue from operations ||25101.04 ||35497.77 |
|- Other Income ||1876.26 ||1486.64 |
|Total income ||26977.30 ||36984.41 |
|Total expenses ||21102.08 ||25093.92 |
|Profit before Tax Tax expense ||5875.22 ||11890.49 |
|- Current Tax ||1367.69 ||3284.82 |
|- Deferred Tax ||(11.81) ||(258.17) |
|Net Profit for the year ||4519.34 ||8863.84 |
|Other comprehensive income / (loss) ||60.49 ||(55.28) |
|Total comprehensive income for the year (net of tax) ||4579.83 ||8808.56 |
|Profit brought forward from previous year ||16444.84 ||11895.88 |
|Profit available for appropriation Appropriations: ||21024.67 ||20704.44 |
|- Interim dividend ||5224.19 ||1492.63 |
|- Dividend distribution tax on interim dividend ||- ||276.92 |
|- Final equity dividend ||- ||2238.94 |
|- Dividend distribution tax on final dividend ||- ||460.22 |
|- Dividend distribution Tax credit ||- ||(209.11) |
|- Balance Carried Forward to Balance Sheet ||15800.48 ||16444.84 |
The Company had declared and paid an interim dividend of R 35 per equity share duringthe year 2020-21.
Your Directors are pleased to recommend a final dividend of R 17 per equity share forthe financial year ended 30th June 2021.
The total dividend for 2020-21 is R 52 per equity share (previous year R 10 per equityshare).
The Dividend Distribution Policy of the Company is set out as Annexure "A"and is also uploaded on the Company's
The COVID-19 pandemic consequent lockdown and travel restrictions in variousgeographies has had a negative effect on the Company's revenues which have fallen by 29%from R 35497.77 lakhs in 2019-20 to Rs. 25101.04 lakhs in 2020-21. The reduction in therevenues has resulted in the drop in profit before tax from Rs. 11890.49 lakhs in theprevious year to Rs. 5875.22 lakhs in the year under review. The Company took variouscost containment measures during the year as a result of which the total expenses havebeen curtailed by 16% to R 21102.08 lakhs in 2020-21 from R 25093.92 lakhs in theprevious year.
IMPACT OF COVID 19
The COVID-19 pandemic the country-wide lockdown and the far-reaching travelrestrictions in various geographies across the globe have affected the airline and travelindustry in an unprecedented way. As the Company's business model is principally based onper transaction pricing the Company's revenue which is linked to airline passengertransactions suffered from larger impact due to minimum billing agreements with customers.The Board and the management are closely overseeing the Company's efforts in navigatingthis global crisis which include amongst other initiatives ensuring businesscontinuity extensive customer out-reach through webinars and video conferencing managingcosts and ensuring safety of our employees. A Special Oversight Committee (SOC) has beenconstituted to oversee the Company's COVID-19 planning and responses and report to theBoard.
As a result of last year's merger between Accelya Group and Farelogix the Company isbetter positioned to partner with airline to cover the entire passenger journey. TheCompany has put together roadmap to provide airlines solutions that map the entireOffer-to-Settlement cycle.
With respect to the COVID-19 situation the Company focused on business continuitycustomers and employees.
o The Company continued to carry out cost-rationalizing measures to conserve cash toaddress any uncertainties in evolving situations. This includes reducing the cost of humanresources (with the consent of relevant employees) travel marketing and events etc.
o The Company supported the customers with webinars and other content that helped themunderstand and respond to the crisis. The Company also learned insights from thecustomers understanding their
problems adapting and creating value that aligns with their current and futureobjectives:
Pursuant to the provisions of section 129(3) of the Companies Act 2013 ("theAct") a statement containing salient features of financial statements of AccelyaSolutions Americas Inc. and Accelya Solutions UK Limited in Form AOC-1 is attached to thefinancial statements.
In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and thefinancial statements of each of the subsidiaries are available on our websitew3.accelya.com. Further in line with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the Accounting Standard 21 (AS-21)the Consolidated Financial Statements prepared by the Company include financialinformation of its subsidiaries.
The Company's Policy for determining material subsidiaries may be accessed on thewebsite of the Company at https://w3.accelya.com/investors/
BOARD OF DIRECTORS
Seven meetings of the Board of Directors were held during the year the details ofwhich are given in the Corporate Governance Report. The maximum interval between any twomeetings was well within the maximum allowed gap of 120 days.
The Company has received the following declarations from all the Independent Directorsconfirming that:
They meet the criteria of independence as prescribed under the provisions of theAct read with the Schedules and Rules issued thereunder as well as of Regulation 16 ofthe Listing Regulations.
In terms of Rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 they have registered themselves with the Independent Director'sdatabase.
In terms of Regulation 25(8) of the Listing Regulations they are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties.
The Board of Directors based on the declaration(s) received from the IndependentDirectors has verified the veracity of such disclosures and confirm that the IndependentDirectors fulfil the conditions of independence specified
in the Listing Regulations and the Companies Act 2013 and are independent of themanagement of the Company.
Retirement of Ms. Neela Bhattacherjee
Ms. Neela Bhattacherjee conveyed her decision to retire as Managing Director of theCompany with effect from the close of business hours on 30 June 2021. Ms. Bhattacherjeealso decided to step down as director of the Company from the close of business hours on30 June 2021.
Ms. Bhattacherjee was with the Company for over 20 years and held many leadership rolesincluding Executive Vice President Financial Solutions. In 2015 she took over as theManaging Director of the Company. Under her leadership the Company strengthened itsproduct portfolio and increased revenues from existing and new airline customers. As amember of the Leadership Team Ms. Bhattacherjee helped drive group-wide initiatives.
The Board of Directors places on record its appreciation for the valuable services andimmense contribution of Ms. Bhattacherjee in the Company's growth over the years.
Appointment of Mr. Shrimanikandan Ananthavaidhyanathan
Mr. Shrimanikandan Ananthavaidhyanathan ("Mr. Mani") was appointed as anAdditional Director designated as Managing Director by the Board of Directors on 22 June2021 effective from 1 July 2021.
Mr. Mani is a seasoned airline technology leader with more than two decades oftechnology industry experience in airline application development management andconsultancy. Mr. Mani worked with organizations like Tata Consultancy Services and Sabreto provide technology solutions to global airlines. He also worked with Jet Airways IndiaLtd as the Chief Information Officer with focus on technology modernisation.
Mr. Mani's areas of interest include enterprise architecture machine learningrobotics and digital transformation. Mr. Mani received a Masters degree in ComputerScience from Bharathidasan University.
The Board is confident that under the able leadership of Mr. Mani as Managing Directorthe Company will scale new heights.
The Nomination & Remuneration Committee and the Board recommends the appointment ofMr. Mani as Managing Director of the Company not liable to retire by rotation.
In terms of the provisions of section 160 (1) of the Companies Act 2013 the Companyhas received a notice from a member signifying his intention to propose the
candidature for the appointment of Mr. Mani for the office of Independent Director.
Appointment of Mr. Amol Gupte
Mr. Amol Gupte (DIN: 09160562) was appointed as an Additional Director designated as anIndependent Director of the Company with effect from 20 May 2021 for a period of five (5)years subject to approval of the members of the Company.
Mr. Amol Gupte is a technology leader and has over two decades of management experiencein IT Applications and Infrastructure setting up startups with deep experience in bankingtechnologies and P&L responsibilities across geographies. He was the Managing Directorat Accenture and has held leadership positions at startups and global financialinstitutions. Mr. Gupte is a BE from Bangalore University and has a Masters Degree fromMichigan Tech University USA with an MBA in Marketing Management.
Considering the knowledge expertise and experience of Mr. Gupte the Nomination &Remuneration Committee and the Board recommends the appointment of Mr. Gupte as anIndependent Director on the Board of the Company and not liable to retire by rotation.The Company has received declaration from Mr. Gupte that he fulfils the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as Regulation 16 of the Listing Regulations(including statutory re-enactment thereof for the time being in force).
In terms of the provisions of section 160 (1) of the Companies Act 2013 the Companyhas received a notice from a member signifying his intention to propose the candidaturefor the appointment of Mr. Amol Gupte for the office of Independent Director.
Retirement of Mr. Sekhar Natarajan
Mr. Sekhar Natarajan Non-Executive Independent Director of the Company retired fromthe Board on 6 July 2021 upon completion of his tenure.
The Board places on record its sincere appreciation for the immense contribution madeby Mr. Sekhar Natarajan as an Independent Director.
Retirement by rotation and re-appointment of Mr. Jose Maria Hurtado
Mr. Jose Maria Hurtado (DIN 08621867) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Jose Maria Hurtado (age 48) is the Chief Financial Officer of Accelya group. He isresponsible for the
financial management of Accelya and plays a key role in the definition andimplementation of Accelya's strategy including mergers and acquisitions. Mr. Jose MariaHurtado started his professional career at KPMG. He joined Accelya in 2007. Prior tojoining Accelya Mr. Jose Maria headed the finance of Siemens VDO Automotive in Spain& France for more than 10 years.
The other details of Mr. Jose Maria Hurtado like the nature of his expertise inspecific functional areas names of companies in which he holds directorships andmemberships / chairmanships of Board Committees and shareholding etc. as stipulated underthe Listing Regulations are provided as an Annexure to the AGM notice.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of theAct. Information regarding investments covered under the provisions of section 186 of theAct is detailed in the financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended 30th June 2021 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June 2021 and of the profitof the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws
and that such systems are adequate and operating effectively.
The Board has not granted any stock options during the year under review. During theyear the Company also did not have any options in force. Therefore the details requiredto be given under the SEBI (Employee Stock Option Scheme and Stock Purchase Scheme)Guidelines 1999 are not being given.
During the year the Company had cordial relations with its employees. Disclosures withrespect to the remuneration of Directors and employees as required under section 197 ofthe Act and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 the names and other particulars of employees drawing remunerationin excess of the limits set out in the aforesaid Rules forms part of this Report.However in line with the provisions of Section 136(1) of the Act the Report andFinancial Statements as set out therein are being sent to all members of your Companyexcluding the aforesaid information. The particulars shall be made available to any memberon request.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2020-21 and the date ofthis report.
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 and other policies are available on the website of the Companyat https://w3.accelya.com/ investors/
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 were entered into during the year by yourCompany. Accordingly
the disclosure of related party transactions as required under Section 134(3)(h) of theAct in Form AOC-2 is not applicable to your Company.
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.
The Company has adopted a Whistle Blower Policy as part of vigil mechanism to providea framework to promote responsible and secure whistle blowing process. It protectsemployees wishing to raise a concern about serious irregularities within the Company orits employees.
Protected disclosures can be made by a whistle blower through an email or by a phonecall to the Ombudsperson appointed under the Policy. No personnel of the Company has beendenied 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 did not receive any complaint of sexual harassment during the financialyear 2020-21.
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.
POLICY ON APPOINTMENT OF DIRECTORS KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT &OTHER EMPLOYEES AND REMUNERATION POLICY
The Company has framed a policy on appointment of directors key managerial personnelsenior management & other employees and remuneration policy which is annexed asAnnexure "C".
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of section 135 of the Act your Company hasconstituted a Corporate Social Responsibility Committee ("CSR Committee"). Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report.
Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure "D".
AUDITORS Statutory Auditors
Your Company at its thirty fourth Annual General Meeting held on 28 October 2020 hadappointed Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W - 100018) as Statutory Auditors of the Company up to the conclusion of thethirty ninth Annual General Meeting. The requirement for the annual ratification ofauditor's appointment at the Annual General Meeting has been omitted pursuant to Companies(Amendment) Act 2017 notified on May 7 2018. The Statutory Auditors have confirmed thatthey satisfy the independence criteria as required under the Act.
Pursuant to the provisions of section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed S. N.Ananthasubramanian & Co Company Secretaries to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit is annexed herewith as "AnnexureE".
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure "F".
CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formspart of this report. Business Responsibility Report under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Regulations) Regulations 2015 forms a part of thisreport and is annexed herewith as Annexure "G".
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 "H".
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
|Shrimanikandan || |
|Ananthavaidhyanathan ||John Johnston |
|Managing Director ||Chairman |
|(DIN: 09192936) ||(DIN: 07258586) |
|Place: Chennai ||London |
|Date: 5th August 2021 ||5th August 2021 |