DIRECTORS' REPORT To THE MEMBERS OF ACCEL FRONTLINE LIMITED 1. Your Directors have pleasure in presenting the 20th Annual Report of ACCEL FRONTLINE LIMITED (the Company) Standalone and Consolidated financial statement along with the audited financial statements for the financial year ended 31st March, 2015. 2. DIVIDEND The Directors have not recommended dividend for the year ended 31st March, 2015 to conserve resources and to augment the long term working capital for future growth. 3. OPERATING RESULTS AND BUSINESS OPERATIONS For the Financial Year 2014-15, your Company has achieved a revenue of Rs.48,734 lakhs on a consolidated basis and Rs.34,209 lakhs on a standalone basis. This represents a moderate growth of about 14% on a year to year basis. The EBIDTA on a consolidated basis Rs.5,067 lakhs and on a standalone basis stood at Rs.3,577 lakhs. The Company had to provide a sum of Rs.1,433 lakhs on a consolidated basis and Rs.1,433 lakhs on a stand-alone basis on account of the new revenue recognition policy adopted during the year. This resulted in a net loss of Rs.94 lakhs on a consolidated basis and Rs.745 lakhs on a standalone basis. 4. HUMAN RESOURCES DEVELOPMENT The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Accel people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Employees, whose collective efforts have enabled Accel to achieve its organisational goals and set the base right for the next phase of growth. Accel has restructured its workforce into various businesses to ensure that every business is operated and supported equally. The human resource policies have evolved to stay relevant to the changing economic and business environment and enhance organizational agility. The Company has a matured talent management process and environment where performance is rewarded and opportunities are provided for career growth and development. Focused initiatives towards work life balance and safety of employees have helped the Company in gaining confidence level of the employees and bring down the attrition levels. 5. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of Sexual harassment complaints received and disposed off during the year 2014-15. No of complaints:- Nil. No of Complaints disposed off- Nil. 6. BUSINESS EXCELLENCE AND QUALITY INITIATIVES Accel believes in sustained efforts to maintain highest levels of quality to enhance customer satisfaction. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated. The Company has certifications for: • ISO 9001:2008 (Quality Management) • ISO 27001:2005 (Security Management) • ISO 20000-1:2005 • CMMI Level 3 These quality driven processes help in supporting Accel's global delivery model. In order to achieve highest levels of quality and robust information security practices, the Company will endeavour to achieve enterprise-wide CMMI Level 5 (for Development) in the near future. An employee portal exists for knowledge management and sharing useful information within the Company. Regular knowledge and skill up gradation training programs are conducted by internal as well as external knowledge management experts. 7. DOCUMENTS PLACED ON THE WEBSITE (www.accelfrontline.in) The following documents have been placed on the Company's website in compliance with the Companies Act: a. Financial Statements of the Company and Consolidated Financial Statements. b. Separate audited accounts in respect of subsidiaries as per fourth proviso to Section 136(1). c. Details of Vigil Mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10). d. The Terms and Conditions of appointment of independent directors. e. Details of unpaid dividend as per Section 124(2). 8. SUBSIDIARY COMPANIES The Company has subsidiaries operating in Singapore, UAE, Japan, North America and United Kingdom which are not listed in India or abroad as of date. The Company also has a wholly owned unlisted Indian Subsidiary. The Statutory Audit Report of the Subsidiary Companies for the financial year are placed before the Audit Committee and reviewed by them. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary Companies may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial Statement of the subsidiaries is set out in the prescribed Form AOC-1, which forms part of the Annual Report. 9. CORPORATE GOVERNANCE REPORT REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT As per Clause 49 of the Listing Agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' Certificate on Compliance with the conditions of Corporate Governance are attached and form part of this report. 10. MANAGEMENT DISCUSSION & ANALYSIS The Management Discussion and Analysis and various initiatives and future prospects of the Company are enclosed, separately as Annexure-II to this report. 11. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. AUDITORS AND SECRETARIAL AUDITORS REPORT The Secretarial Auditor has qualified in his report stating that the office of the Chief Financial Officer was left vacant for a period of more than 6 months from the date of previous vacancy during the year. However, the Company has subsequently appointed a Chief Financial officer on 09.06.2015. Regarding the opinion expressed by the Statutory Auditors on inventory valuation, the Management is taking steps to work on the software to reflect the exact value of inventory. Regarding the opinion expressed by the Statutory Auditors on revenue recognition, the Company has been following the policy of recognizing the revenue on account of sale of goods when materials are dispatched from the premises and /or handover the materials to the transporter against the lorry receipt/such other document and pay VAT on such sale. As the Company been following this practice for earlier financial years, it continued the same practice for the current financial year also as the practice meets all the 3 criteria a) prudence, b) substance over form and c) materiality. The management will ensure that the Company will change over to the new revenue recognition policy in the subsequent financial years. 13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure-III to this Report. 14. SEPARATE MEETING OF INDEPENDENT DIRECTORS The Independent Directors met on 5th May, 2015 and evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company considering the views of other Directors. Further details are available in the Corporate Governance Report. 15. EVALUATION OF THE BOARD'S PERFORMANCE The Board has carried out an evaluation of its own performance, also that of its Directors individually and its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance report. 16. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Chennai, bearing (ICAI Registration No.001076N ), were appointed as Statutory Auditors for a period of five years till the conclusion of the 24th Annual General Meeting ( AGM) , which was subject to ratification at every AGM, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the 21st AGM of the Company to be held in the year 2016. 17. PARTICULARS OF EMPLOYEES The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company, is not required to be provided since there are no employees covered under the provision. 18. FIXED DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet. 19. ACKNOWLEDGEMENTS The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management. For and on behalf of the Board N.R. Panicker Executive Chairman Place : Chennai Date : 04th August, 2015 |