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    xerox $,D ANNUAL REPORT 2018


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    Corporate InformatIon Board of Directors Company Secretary Raj Kumar Rishi (Managing Director) Rajiv L. Jha (DIN 07979575) David Brian Dyas (Director) Statutory Auditors (DIN 07437186) Price Waterhouse & Co Bangalore LLP Prakash Kulathu Iyer (Independent Director) Chartered Accountants (DIN 00529591) Rishi Kant Srivastava (Independent Director) (DIN 06708853) Secretarial Auditors Rodney Noonoo (Director) Ranjeet Pandey & Associates (DIN 07690361) Company Secretaries Ashraf M.A. Elarman (Director) (DIN 07206306) Internal Auditors Lisa Marie Oliver (Director) Ernst & Young LLP (DIN 07900714) Board Committees: Bankers ICICI Bank Audit Committee Citibank NA Rodney Noonoo (Chairman) HDFC Bank Ltd. Prakash Kulathu Iyer BNP Paribas Rishi Kant Srivastava State Bank of India Bank of America Nomination and Remuneration Committee State Bank of India (Bangladesh) David Brian Dyas (Chairman) Prakash Kulathu Iyer Registrars & Share Transfer Agents Rishi Kant Srivastava MCS Share Transfer Agent Limited Raj Kumar Rishi (Permanent Invitee) F-65, Okhla Industrial Area, Phase I, New Delhi - 110020 Corporate Social Responsibility Committee Rodney Noonoo (Chairman) Registered Office Rishi Kant Srivastava 5th Floor, Block One, Vatika Business Park, Sector 49, David Brian Dyas Sohna Road, Gurugram - 122018, Haryana (India) Raj Kumar Rishi Tel.: +91-124-446 3000 Fax: +91-124-446 3111 Stakeholders Relationship Committee Rishi Kant Srivastava (Chairman) Website Prakash Kulathu Iyer www.xerox.com/india Ashraf M.A. Elarman Investor Relations Email ID Raj Kumar Rishi askus@xerox.com Key Managerial Personnel Corporate Identity Number (CIN) Raj Kumar Rishi (Managing Director) U72200HR1995PLC049183 Satpreet Singh (Chief Financial Officer) (previously Satpreet Singh Ahuja) International Security Identification Number (ISIN) Rajiv L. Jha (Company Secretary & GM Legal) INE034E01013


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    ANNUAL REPORT 2018 Board’s report TO THE MEMBERS OF XEROX INDIA LIMITED Our Managed Document Services offerings help customers Your Directors have the pleasure in presenting the Twenty (ranging from small businesses to global enterprises) optimize Second (22nd) Annual Report of Xerox India Limited (“the their printing and related document workflow and business Company”) along with the audited Financial Statements for the processes. Xerox led the establishment of this expanding market Financial Year ended 31st March 2018. and continues as the industry leader. Our Workplace Solutions and Graphic Communications products and solutions support the Financial Results work processes of our customers by providing them with efficient (` in Lacs) and cost effective printing and workflow solutions. Xerox represents innovation, quality and an excellent customer Particulars 31.03.2018 31.03.2017 experience. Xerox, as a company, has revolutionized the office, Gross Revenue 56,203.22 53,318.32 created printing-on-demand, and repeatedly reinvented and transformed to keep pace with the demands of our customers Profit Before Tax 7764.86 8426.45 and the market. This is ably supported by a talented, high- Less: Current Tax 3030.32 2668.31 performing team dedicated to delivering exceptional service to customers and partners. Prior years’ tax write back (52.83) (56.67) Xerox is helping define the future of work and enabling printing Deferred Tax 262.43 (147.18) beyond paper with new technologies that revolutionise the market and change the way we think about workflows and information Profit / (Loss) After Tax 4524.94 5961.99 processes. Earning per share (par value of ` 10/- each) Xerox portfolio of ConnectKeyTM-enabled products has Basic 10.29 13.40 transformed traditional printing devices into smart and secure Diluted 10.29 13.40 workplace assistants that enable workflows to be simplified and automated via standard or customized apps and integrated with The Company has posted a profit before tax of Rs. 7764.86 Lacs market-leading office solutions. and a profit after tax of Rs. 4524.94 Lacs in the financial year under Report as against profit before tax of Rs. 8426.45 Lacs and Xerox is an industry leader in managed print services – services profit after tax of Rs. 5961.99 Lacs in the previous year, thereby that help customers save money, automate steps, boost recording a decline of 7.85% and 24%, respectively, while the productivity, and improve document security and environmental sustainability by gaining control of their document processes and gross revenue posted in the year under report is Rs. 56,203.22 print infrastructure. Lacs as compared to the gross revenue of Rs. 53,318.32 Lacs in the previous year, a marginal increase of 5.41%. Our content management and workflow automation solutions transform manual, error-prone processes into automated and Dividend accurate approaches that take minutes instead of days. We use In light of (i) the planned cash utilisation in large GDO contracts; analytics to bring operational excellence to routine workflows, as (ii) other expansion plans; (iii) pending tax/regulatory demands of well as industry-specific processes. In retail banking, automating your Company; and (iv) any future corporate action, it is required the processing of loan applications – from first engagement to to conserve the available resources. Accordingly, the Board of loan disbursement – simplifies or removes many of the manual Directors of your Company do not recommend a dividend for the paper handling and document processing steps. The results financial year ended 31st March 2018. include reduced application processing time and error rates, increased customer satisfaction, and greater oversight and Reserves control over the process. Pursuant to the provisions of the Companies Act, 2013, your Commercial print, in-plant and packaging print customers rely on Directors have decided to carry forward the profits for the year Xerox’s graphic communications solutions to enable high-quality under review in the Statement of Profit and Loss. on-demand production of an extensive range of applications that drive growth and increase profitability. Software offerings bring Operations automation and integration to the processing of print jobs for a Xerox is a print technology and intelligent work solutions leader touchless – and more productive – workflow. focused on helping people communicate and work better. We With the broadest portfolio of office and production printing apply our expertise in imaging and printing, data analytics, and technology and award-winning managed document services, we the development of secure and automated solutions to help our help organizations of all sizes drive their business forward. customers improve productivity and increase client satisfaction. Our primary offerings span three main areas: Managed Document At the Intersection of Physical and Digital Services, Workplace Solutions and Graphic Communications. Xerox brings breakthrough experiences to life, whether on a piece 2


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    STATUTORY REPORTS FINANCIAL STATEMENT of paper or a digital page. Our office solutions make moving in the Flagship Xerox iGen 5 150 Press. The Mono devices and out of the digital and physical worlds intuitive and seamless. range from Light Production to High End cut sheet equipment Our graphic communications solutions enable personalized, capable of printing from 95 to 314 ppm. The production cut engaging and highly effective print and digital communications. sheet devices are complemented by a complete line of Mono Office Solutions & Colour continuous feed printers with speed up to 254 metres per minute and together constitute the largest production In 2017, we launched the two platforms of ConnectKey-enabled portfolio in the industry with the inkjet range of products in our devices. With these devices, we now have a SMART MFP, portfolio to address this rapidly growing segment of market. We which can move from the corner into the heart of the office also offer a variety of pre-press and post-press options and the and fulfil that role as the workplace assistant. As the workplace industry’s broadest set of workflow software. Our software digital transforms, ConnectKey is key to enabling the evolution to open technology, combined with total document solutions and services standards, cloud and mobile workflows, and a “work where you enable personalization and printing on demand, delivers value are” perspective. that improves our customers’ business results. The production With ConnectKey, the MFP can finally transform from a devices deliver enhanced image quality with HD resolution, standalone device that sits in the corner to a key member of the higher productivity, better media handling and improved cost IoT that connects people with the information they need across efficiencies to our customers. With one of the largest portfolio of devices, locations and systems. ConnectKey Technology is the products, the Company is well poised to reinforce its position in umbrella platform and an ecosystem, consisting of hardware the market. and software systems, mobile and cloud connections, solutions Our Graphic Communications Solutions are designed for and apps that extend functionality to expanded capabilities, and customers in the graphic communications, in-plant and production partner programs that add security and customised workflows. All print environments with high-volume printing requirements. of these collectively work to build the most productive workplace. These solutions enable full-color, on-demand printing of a wide Through 2017 ConnectKey® Technology Ecosystem, we’ve range of applications, including variable data for personalized redesigned our user experience to provide a personalised content and one-to-one marketing. Graphic Communications experience with a completely re-engineered interface that Solutions include: offers mobile and tablet-like interactivity and coherency across the entire ConnectKey family of products, both AltaLink and • Our cut-sheet presses - provide graphic communications VersaLink. Common functions work the same way, and install and commercial printers with high speed, high-volume wizards streamline the setup process with little or no IT support. printing. They are ideal for publishing, transaction printing, With the larger new user interface customers swipe, tap and print on demand and one-to-one marketing. pinch their way through simplified workflows to get work done • Our inkjet presses - offer a broad range of roll fed, continuous quickly and easily. Users can customise the interface to keep the feed printing technologies, including waterless inkjet and apps they use most front and center, proving Xerox ConnectKey aqueous inkjet for vivid color, and toner-based flash fusing devices continue to be the most adaptable in the industry. The for black and white. next generation design offers a modern, simple look, with all functionality moving to on screen buttons, just the way they Our FreeFlow portfolio of software offerings brings intelligent are on user’s mobile device. So customers spend less time on automation and integration to the processing of print jobs, from learning, and more time accomplishing their daily tasks. file preparation to final production, for a touchless workflow. It helps customers of all sizes address a wide range of business We sell a wide range of color and black-and-white multifunction, opportunities including automation, personalization and even printers & copiers. Our office segment serves global, national and electronic publishing. In 2017, we sold our FreeFlow Print Server small to midsize commercial customers as well as government, (FFPS) DFE business to Electronics for Imaging (EFI). Under the education and other public sector customers. Office systems and terms of the deal, we established a strategic partnership that will services, which include monochrome devices at speeds up to 90 ppm and color devices up to 70 ppm, include our family of bring to market a next generation digital front end (DFE) solution WorkCentre® digital multifunction systems and Phaser® series of with more efficiencies, performance and quality to meet the most printers for the specific customer needs and the new AltaLink demanding production requirements. and VersaLink family of products. Global Document Outsourcing/Managed Document Services Production Solutions Our Global Document Outsourcing/Managed Document In this category, we provide High End Digital Colour and Services includes a continuum of solutions and services that Monochrome printing systems designed for commercial printers, helps our customers optimize their print and communications jobbers, customers in the publishing, security printing and graphic infrastructure, ensure the highest levels of security & productivity, arts industry and for large enterprises. These high-end devices and enable their digital business objectives. Our primary offerings enable digital on-demand printing, digital full colour printing and within Managed Document Services are Managed Print Services enterprise printing. Xerox Production Portfolio ranges from Entry (MPS), Multi-Channel Communication Services and a range Production Colour systems of 60 pages per minute (ppm) to of Digital Solutions including Workflow Automation Services, High End Production Colour systems of 150 ppm which includes Content Management and Digitization Services. 3


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    ANNUAL REPORT 2018 In our MPS business, we help companies assess and optimize We market and sell the products with all India Xerox Paper their print infrastructure, secure and integrate their environment Partner Network which are present all across the country. and automate and simplify their business processes. We provide We also have presence in many Government and Blue-Chip the most comprehensive portfolio of MPS services in the industry corporate customers where we are supplying the Xerox branded and are recognized as an industry leader by major analyst firms paper for years. including Gartner IDC, Quocirca, InfoTrends and Forrester. Our MPS offering targets clients ranging from large, global Customer Service Organization enterprises to governmental entities and to small and medium- Xerox has taken several initiatives over the last few years that sized businesses, including those served via our channel have helped us enhance our service levels and drive better partners. experience for our customers and partners. We have taken steps Our Next Generation Xerox Partner Print Services is a on retention of existing customers and also increase the usage comprehensive suite of services that allows channel partners of Xerox products. to support their SMB customers with some of our best-in-class tools, processes, and workflow solutions developed by Xerox for We also track the customer satisfaction levels with regular large enterprises. surveys and we have seen an improvement over previous year. In our Multi-Channel Communications Services business, Xerox service represents a significant competitive advantage we help large enterprise and global clients drive effective and to be able to leverage it to a competitive advantage means communications across a range of digital and physical touch that it is continually trained on our products and is equipped points. We offer a range of platform-enabled digital services that with unique and world-class diagnostic tools with seasoned deliver relevant and timely communications focused on customer technical specialist to support our customers. In 2017, usage of acquisition, on-boarding or retention. Our portfolio includes e-learning platforms contributed to the successful enablement of Collateral Management Services, Demand Generation Services, the services organization. Special focus was given on the skill Product Information Management Services and Centralized Print enhancement of partner technical team through face-to-face Production Services. training as well as the enhanced usage of PartnerNet portal for Our Digital Solutions portfolio features our Workflow Automation online training. solutions, Content Management solutions and Digitization We continued on Service Modernisation including Auto Supplies Services. Our Xerox Workflow Automation Services help our Replenishment resulting in enhanced customer experience. In customers assess, optimize and automate their workflow in a secure and integrated IT environment. By eliminating ineffective addition to that, we ensure that the Customer service escalations processes, we bring our clients operational excellence in routine flow to a thorough monitored process till timely closure. workflows as well as industry-specific processes. These offerings The Partner Certification program, linked to Partner Service are enhanced and complemented by our proprietary content Delivery capabilities, is helping us provide uniform service management software solutions including DocuShare 7 and our delivery by all partners across geography. This has helped us cloud-based DocuShare Flex platform. improve the skill levels of our partners while improving speed Paper and reducing cost to train. All these initiatives are helping us deliver uniform and faster service delivery across region. Xerox sells variety of Xerox Branded Copy/ Print/ Digital Paper to its customers for use in their document processing requirements. Initiatives on Sustainability from Xerox Corporation We are into both Commodity & Digital Paper along with Wide format rolls. At Xerox, sustainability is our way of doing business. We align our goals for the environment, health and safety in five key areas Our strategy is to charge a premium over mill wholesale prices to make an impact across our value chain worldwide. Together and offer better quality, which is adequate to cover our costs. with our suppliers, customers and stakeholders, we strive to We are also engaging newer sources of paper and relaunching maintain the highest standards for preserving our environment brands as Colotech Digital range. Companies that provide and protecting and enhancing the health and safety of our paper to Xerox for resale must meet stringent requirements that employees and communities. cover all aspects of papermaking, from forest management to production of finished goods. We Reduce Energy Use to Protect Our Climate The market for copy/ print paper is highly competitive and Industry must do its part to protect our climate. To this end, we revenues are significantly impacted by pricing as well as reduce our carbon footprint by cutting energy use in our facilities, availability. investing in product designs that conserve energy and lower Whatever is the type of document and device – Copier, Printer, greenhouse gas emissions, and offering digital multifunction Production System, Wide Format machines, there is a Xerox printers and energy-efficient solutions to our customers. Paper to suit from great looking business proposals to everyday Carbon footprint reduction office prints, the Xerox range delivers results. Xerox digital colour papers are the benchmark for colour digital printing. They are Our new corporate-wide goal is to reduce energy consumption designed for use in a wide range of dry toner colour printers and by 20 percent by 2020 – from a 2012 baseline. In 2015, we copiers of all make. Our Wide format rolls are able to produce reduced energy consumption by 12 percent and cut emissions exceptional images of all wide printing needs. by 20 percent – that’s 65,000 tons of CO2e. 4


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    STATUTORY REPORTS FINANCIAL STATEMENT ENERGY STAR Savings Clean Manufacturing Preserves Clean Air and Water Each new generation of Xerox products offers more functionality To do our part for the environment, Xerox is working toward and uses less energy – saving our customers money and eliminating the use of persistent, bio-accumulative and toxic reducing their carbon footprint. Xerox is a charter partner of the materials throughout the supply chain. Xerox Corporation apply International ENERGY STAR program and has introduced nearly strict internal standards in clean manufacturing and have re- 500 ENERGY STAR qualified products since 1994. engineered or substituted processes to dramatically reduce the use of toxics and heavy metals. Our products are safe to use Multifunction Printers Save Energy and can be disposed of responsibly to preserve our clean air and Xerox multifunction printers reduce the amount of energy used by clean water. combining the functions of multiple products into one machine. Xerox Corporation’s recognition in (Apr 2017 – Mar 2018): Approximately, 50% less energy is used by one multifunction printer than the combined annual consumption of the individual • Xerox is No. 83 on Barron’s “100 Most Sustainable products it replaces. Companies” listing. • Buyers Lab awarded 13 Xerox print devices as “Winter Energy-saving Solutions and Services 2018 Picks.” Xerox Managed Print Services help customers become more • Fortune Ranks Xerox on its 2018 Most Admired List. productive, improve energy efficiency, and reduce material use • Xerox was recognized among the world’s most innovative and related waste by streamlining their print environment and companies in being named a “2018 Thomson Reuters Top processes. 100 Global Technology Leader.” Our digital production printing solutions go a long way to reduce • Xerox’s AltaLink devices are the first multifunction printers the use of chemicals and improve indoor air quality. (MFPs) to be certified by the National Information Assurance Partnership (NIAP) under rigorous new testing standards. Partnering to Reduce the Risk of Climate Change • Xerox is winner of Channelnomics Innovation Award for Xerox reports to CDP, an investor-led project that encourages Global Partner Program of the Year. companies to disclose risks and opportunities that climate • Xerox was awarded the 2017 Sustainability Partner award change presents to the business, and greenhouse gas emissions from Citigroup Inc. accounting and reduction strategies. • The Xerox Global Security Services group has been In 2015, Xerox was awarded a position on the S&P Climate selected as a recipient of the sixth annual CSO50 Awards Disclosure Leadership Index (CDLI) for disclosing high quality • Xerox was ranked No. 18 on Mogul.com’s “Top 100 carbon emissions and energy data through CDP’s climate Innovator for Diversity & Inclusion in 2017” list. change program. • Xerox awarded the BLI Production Printer PRO Award 2018 Efficient Use of Paper at Xerox for the Versant 180 Press with Fiery EX 180 EFI Printer Server in the Outstanding Color Light Production Device Xerox equipment and software are designed with features—such category. as reliable, two-sided (duplex) printing — that allow customers to • Xerox ranked No. 6 on Diversity MBA Magazine’s 11th make more efficient use of paper. In mid-2010, Xerox integrated annual listing of “Best Places for Women & Diverse the “Earth Smart” feature into its Global Print Driver. “Earth Smart” Managers to Work”. brings several resource-saving settings together at the single click • Xerox takes home a Reader’s Choice Award from Channel of a button, such as duplex, n-up, proof print and toner saving Pro Network for “Best Managed Print Vendor.” modes, thus enabling customers to make responsible printing choices. Xerox Enterprise Print Services customers have access • Xerox received the BLI PaceSetter in Document Imaging Security 2017–2018 award. to sophisticated print management and reporting tools, such as Xerox Print Agent. These tools provide additional methods for • Xerox received the BLI PaceSetter in MFP Platforms & App encouraging and tracking responsible print behavior. Software Ecosystems 2017–2018 award. products such as DocuShare, SMARTsend, and FreeFlow • Xerox ranked No.162 on Fortune 500 list for 2017. Xerox Digital Workflow Collection help Xerox customers reduce paper has been on the list for 23 years and ranked No.150 in 2016. consumption by facilitating electronic data management, scan- • Xerox named to the “100 Best Corporate Citizens List” by to-e-mail, print-on-demand and distribute-then-print workflows. Corporate Responsibility Magazine Prevent and Manage Waste • Xerox Rated Top Manufacturer in Sustainability Performance Corporate Social Responsibility (CSR) We produce waste-free products in waste-free facilities to help our customers reduce waste. Our aim is to design products, Your Company has a Corporate Social Responsibility Committee packaging and supplies that make efficient use of resources, of Directors in accordance with the provisions of Section 135 of minimize waste, reuse material where feasible and recycle what the Companies Act, 2013, read with the Companies (Corporate can’t be reused. All Xerox products contain between 0%-5% Social Responsibility) Rules 2014, as amended from time to time post-consumer recycled plastic content. and in force on the date of the Report. 5


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    ANNUAL REPORT 2018 The brief outline of the Corporate Social Responsibility Policy of India has partnered with WWF-India for conducting Eco-trails the Company, including overview of the programmes undertaken, as an initiative where children not just learn but also enjoy the composition of the CSR Committee, average net profits of their rendezvous with nature. Our experience of the Eco-trails the Company for the last three financial years, prescribed CSR conducted by WWF India in 2017-18 has reinforced our belief expenditure, and the details of the amount spent by the Company that children have an innate ability to bond and learn from the on CSR activities during the year under Report, have been environment and if nurtured correctly, this can lead to sustainable disclosed in Annexure-I to this Report. As a socially responsible thinking and ecological literacy. Corporate Citizen, Xerox India has endeavoured to contribute to Green Initiatives inclusive growth by undertaking a range of initiatives to address key challenges related to sustainable development in the Electronic copies of the Annual Return 2017-18 and the Notice country. In conjunction with CSR partner organisations, we have of the 22nd Annual General Meeting of the Company are sent launched initiatives in the areas of education, community health to all the members whose email addresses are registered with care, women empowerment and skill-building and environmental the Company/depository participant(s). For members, who have sustainability. not registered their email addresses, physical copies are sent through the permitted mode. Our Key CSR initiatives during FY 2017-18 include the following: IT and Other support Services Women Empowerment & Skill-building Your Company continues to successfully provide information Our association with Samarpan Foundation aimed at assisting technology support services for various software applications, women to empower themselves. This empowerment not only including their day-to-day maintenance, query resolution, and creates the possibility of a better life for them, but also equips other support activities, including administration, configuration them to have confidence and individuality. Hence, the aim of this and test activities. initiative is to encourage and enable women to look forward to a better quality of life, by giving them opportunities to learn a skill During the year under Report, your company grew its revenue through which they can become financially independent. Our from its support export services. mission is to build the following skills: Human Resources Development • To impart intermediate skills training and specialisation in The Company has continuously aligned its structures to changing tailoring and stitching. business needs; we strive to attract the best talent as well as • To ensure basic literacy for optimum utilisation of the skills promote internal talent to higher roles and responsibilities. imparted. Xerox’ people-centric focus provides an open work environment, • To enhance the confidence level of women beneficiaries via fostering continuous improvement and functional and technical workshops and activities. skill development. • To encourage the financial independence of the women The Company’s HR policy commits to providing a conducive beneficiaries work environment for its employees. The Company’s progressive Community Healthcare workforce policies and benefits, its various employee engagement initiatives, help the organization create an engaging culture. In order to ensure delivery of quality healthcare including maternal, newborn, child health and nutrition services to the Disclosure as per Sexual Harassment of Women at Workplace vulnerable segments of population living in urban slums of Delhi/ (Prevention, Prohibition and Redressal) Act, 2013 NCR, we have partnered with Dr. A V Baliga Memorial Trust to implement a model of comprehensive (preventive, promotive and The Company has zero tolerance for sexual harassment in the curative) service delivery through Life Line Clinics. The primary workplace, and has a policy on the prevention, prohibition and target groups of this project are women and children although the redressal of sexual harassment in the workplace (“the Policy”) entire community will benefit. in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Education & Crucial Life Skills and the rules framed thereunder. Your Company has an Internal Our ongoing project with Magic Bus Foundation empowers 400 Complaints Committee (ICC) to redress complaints received children in crucial life skills like education, health, gender equality regarding sexual harassment. and socio-emotional learning. Our partnership with Magic The following is a summary of sexual harassment complaints Bus Foundation is a part of Xerox’s commitment to empower received and disposed of during the financial year 2017-18: disadvantaged young people with the skills and confidence they need to fulfil their true potential. No. of complaints received: Nil Environment No. of complaints disposed of: Nil Xerox India views environmental preservation as a vital aspect of its CSR strategy. Hence, efforts in conserving biodiversity Directors’ Responsibility Statement and ecosystems as well as creating awareness of their role in The financial statements for the FY 2017-18 have been prepared a healthy society are the mainstay of our CSR focus. Xerox in accordance with Indian Accounting Standards (IndAS). The 6


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    STATUTORY REPORTS FINANCIAL STATEMENT IndAS are prescribed under Section 133 of the Act read with Rule to further improve the effectiveness and functioning of the Board 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Committees. and Companies (Indian Accounting Standards) Amendment Meeting of Independent Directors Rules, 2016. Effective 1st April 2017, the Company has adopted all the IndAS Standards and the adoption was carried out in In terms of Schedule IV to the Act and Rules thereunder, a accordance with applicable transition guidelines. Based on the separate meeting of the Independent Directors (“Annual ID representations received from the management, the Board of meeting”) for the year 2018 was held on 19th April 2018, in which Directors of your Company hereby declares and confirms the the independent directors, inter alia, discussed: following statements in terms of Section 134(5) r/w Section • the performance of Non-Independent Directors and the 134(3)(c) of the Act: Board as a whole; i. that in the preparation of the annual accounts for the financial • the performance of the chairperson taking into account the year ended 31st March 2018, the applicable accounting views of executive Directors and non-executive Directors; standards had been followed alongwith proper explanation and to material departures, if any; • the quality, quantity and timeliness of flow of information ii. that such accounting policies as mentioned in Note No. 2 between the Company management and the Board. of the Notes to Accounts of the Financial Statements have The separate Annual ID meeting for the year 2017 was held on been selected and applied consistently and judgments and 25th April 2017. estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of Directors and Key Managerial Personnel the Company as at 31st March 2018 and of the profit of the Company for the financial year ended on that date; During the year under Report, the term of office of Mr. Ashraf M.A. Elarman was expiring on 30th June 2017. Therefore, the iii. that proper and sufficient care has been taken for the Board (in its meeting held on 25th April 2017) re-appointed/ maintenance of adequate accounting records in accordance extended the term of office of Mr. Ashraf M. A. Elarman as the with the provisions of the Companies Act, 2013, and that Managing Director for the period beginning 1st July 2017 till there are adequate systems and controls for safeguarding 31st December 2017. The said re-appointment (including the the assets of the Company and for preventing and detecting terms and conditions of such re-appointment and remuneration fraud and other irregularities; payable on such re-appointment) had subsequently been iv. that the annual accounts have been prepared on a going approved by the shareholders of the Company in the 21st Annual concern basis; General Meeting held on 28th September 2017 (as adjourned on v. that the internal financial controls to be followed by the 21st September 2017). During the year under Report, on account Company, were in place and that such internal financial of change in the residential status of Mr. Asharf M.A. Elarman controls are adequate and were operating effectively; and from non-resident to resident in India in terms of applicable laws, no approval of Central Government was required for such vi. that proper systems to ensure compliance with the re-appointment. provisions of all applicable laws was in place and that such systems were adequate and operating effectively. Further, during the year under Report, Mr. Ashraf M.A. Elarman Annual Evaluation by the Board of its own performance and ceased to be the Managing Director of the Company effective 1st that of its Committees and Individual Directors January 2018, however, the Board of Directors of the Company approved the change in designation of Mr. Ashraf M.A. Elarman Your Company has a Policy on Performance Evaluation towards as a Non-Executive Director of the Company effective 1st January evaluating Board’s own performance and effectiveness as well 2018. as that of its committees and individual directors including independent directors. Accordingly, in terms of the requirements Further, effective 10th August 2017, Ms. Lisa Marie Oliver was of the Act and pursuant to the aforesaid Policy, the performance appointed as an Additional Director and subsequently Ms. Oliver evaluation exercise was carried out through a structured got appointed as a Non-Executive Director (Woman Director) of questionnaire covering various aspects, such as Board the Company in the 21st Annual General Meeting (AGM) of the composition & quality, strategy and risk management, relation Company held on 28th September 2017. with the management, board meetings & procedures. During the year under Report, Mr. Raj Kumar Rishi was appointed Further, a separate exercise was carried out to evaluate the as an Additional Director of the Company effective 15th December performance of individual Directors on laid down parameters 2017 by the Board of Directors based on the recommendation of such as attendance, contribution and independent judgement. the Nomination and Remuneration Committee, and in terms of The Directors carried out the aforesaid Performance Evaluation the provisions of Section 161(1) of the Companies Act, 2013, Mr. in a confidential manner and provided their feedback on a rating Raj Kumar Rishi holds office only upto the date of the forthcoming scale of 1-5. The results of the evaluation were shared with the 22nd Annual General Meeting (AGM) of the Company. Further, Board, Chairman of the respective Committees and individual the Board (based on the recommendation of the Nomination and Directors. Based on the outcome of the evaluation, the Board Remuneration Committee) also appointed Mr. Raj Kumar Rishi and the Nomination & Remuneration Committee (in respective as the Managing Director of the Company effective from 15th meetings held on 19th April 2018) have agreed on an action plan December 2017 for a period of 5 (five) years subject to approval 7


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    ANNUAL REPORT 2018 of the shareholders of the Company. The Board recommends his appointment, and accordingly resolution seeking approval of the members for his appointment has been included in the Notice of the forthcoming 22nd Annual General Meeting of the Company along with his brief profile and other required information. Mr. David B. Dyas, Director, retire by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval. During the year under report, Ms. Daniela Cosette Untescu and Mr. Rajat K. Jain had resigned from the directorships of the Company effective 1st April 2017 and 31st December 2017, respectively. Independent Directors’ Declaration During the year under Report, Mr. Prakash Kulathu Iyer and Mr. Rishi Kant Srivastava, who are independent Directors, had submitted the necessary declaration(s) under Sub-Section (7) of Section 149 of the Act that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as independent director during the year under report. Meetings of Board and Board Committees The Schedule of meetings of the Board and the Committees thereof for the next calendar/financial year is circulated at the start of the calendar/financial year, to all the members of the Board. The Board meets at regular intervals to discuss and decide on affairs of the Company/business policy and strategy, in addition to other Board business. The notices of Board and Committee(s) meetings are given well in advance to all the Directors and Committee(s) members, respectively. Primarily, the meetings of the Board are held at the place of Registered Office of the Company. As a process, information to Directors are circulated alongwith the detailed Agenda well in advance of Board meetings. At these meetings, Directors can provide their inputs and guidance on various strategic and operational matters. The Board met Six (6) times (including adjourned meeting) during the Financial Year 2017-18 on 25th April 2017, 25th July 2017 (adjourned till 10th August 2017), 20th September 2017, 15th November 2017, and 18th January 2018. The maximum interval between any two meetings did not exceed 120 days. Attendance of Directors in the aforesaid meetings: Name of Director Category No. of Meetings held No. of Meetings Attendance at the (including adjourned attended (including 21st AGM (Y/N) meeting) adjourned meeting) Ashraf M.A. Elarman * Managing Director 6 4 Y David Brian Dyas Non-Executive Director 6 2 N Prakash Kulathu Iyer Independent Director 6 6 N Rishi Kant Srivastava Independent Director 6 6 N Rajat K. Jain ** Non-Executive Director 6 5 N Rodney Noonoo Non-Executive Director 6 1 Y Lisa Marie Oliver *** Non-Executive Director 6 Nil N Raj Kumar Rishi **** Managing Director 6 1 NA * Ashraf M. A. Elarman ceased to be the Managing Director of the Company effective 31st December 2017, and continues as Non-Executive Director on Board of the Company effective 1st January 2018) ** Rajat K. Jain ceased to be the Director of the Company effective 31st December 2017 *** Lisa Marie Oliver has been appointed as a Director of the Company effective 10th August 2017 **** Raj Kumar Rishi has been appointed as an Additional Director and designated as the Joint Managing Director of the Company effective 15th December 2017 and as the Managing Director effective 1st January 2018. 8


  • Page 11

    STATUTORY REPORTS FINANCIAL STATEMENT Committees of the Board During the year under Report, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently Four (4) Committees of the Board, as follows: • Audit Committee Meetings’ Details for FY 2017-18 Name of Director Category No. of Meetings held No. of Meetings attended Rodney Noonoo Chairman of the Committee 4 Nil Prakash Kulathu Iyer Member 4 4 Rishi Kant Srivastava Member 4 4 • Nomination and Remuneration Committee Meetings’ Details for FY 2017-18 Name of Director Category No. of Meetings held No. of Meetings attended Ashraf M.A. Elarman * Chairman of the Committee 4 1 Prakash Kulathu Iyer Member 4 4 Rishi Kant Srivastava Member 4 4 David Brian Dyas ** Chairman of the Committee 4 1 Raj Kumar Rishi ** Permanent Invitee 4 N.A. th * Ceased to be a Member of Nomination and Remuneration Committee effective 18 January 2018 **Designated as the Chairman of Nomination and Remuneration Committee effective 18th January 2018 *** Inducted as the Permanent Invitee to the meetings of the Nomination and Remuneration Committee effective 18th January 2018 • Corporate Social Responsibility Committee Meetings’ Details for FY 2017-18 Name of Director Category No. of Meetings held No. of Meetings attended Rodney Noonoo Chairman of the Committee 1 1 Ashraf M.A. Elarman * Member 1 1 Rishi Kant Srivastava Member 1 1 David Brian Dyas Member 1 Nil Raj Kumar Rishi ** Member 1 N.A. * Ceased to be a Member of Corporate Social Responsibility Committee effective 18th January 2018 ** Inducted as a Member of the Corporate Social Responsibility Committee effective 18th January 2018 • Stakeholders Relationship Committee Meetings’ Details for FY 2017-18$ Name of Director Category No. of Meetings held No. of Meetings attended Rajat Jain * Chairman of the Committee 1 1 Ashraf M.A. Elarman Member 1 1 Rishi Kant Srivastava ** Chairman of the Committee 1 1 Prakash Kulathu Iyer Member 1 1 Raj Kumar Rishi *** Member 1 N.A. * Ceased to be the Chairman of the Committee on his cessation of directorship of the Company effective 31st December 2017. ** Designated as the Chairman of the Committee effective 18th January 2018 *** Inducted as the Member of the Committee effective 18th January 2018 $ Acting through a delegated authority by constituting a sub-committee of Authorised Officers of the Company under a given charter for handling of matters related to shareholders of the Company. 9


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    ANNUAL REPORT 2018 Policy of Directors’ Appointment and Remuneration Act. The Nomination and Remuneration Policy is enclosed as Annexure – II. The Company’s policy on Directors’ appointment and remuneration, including criteria for determining qualifications, Deposits under the Companies Act, 2013 positive attributes, the independence of the director and other During the year under Report, your Company has not accepted matters provided under section 178(3) of the Act are covered any public deposits within the meaning of Section 73 of the under the Nomination and Remuneration Policy of the Company. Companies Act, 2013 read with the Companies (Acceptance of Further, information about the elements of the remuneration Deposits) Rules, 2014 (as amended from time to time), and as package of individual directors is provided in the extract of the such, no amount on account of principal or interest on deposits Annual Return as provided under Section 92(3) of the Act, and was outstanding as on the date of the financial statement/balance is enclosed in Annexure-VII in the prescribed Form MGT-9, and sheet. There are no unclaimed deposits as on 31st March 2018. forms part of this Report. Particulars of Loans, Guarantees and Investments Business Ethics and Code of Conduct During the year under Report, your Company has not given any Your Company has continued to vigorously implement the loans or provided any guarantees or made any investments Business Ethics and Code of Conduct policies with all its within the meaning of Section 186 of the Companies Act, 2013. employees and its business partners / associates / service providers. The Company has ‘Zero tolerance’ for any violation Internal Control of Business Ethics Policies and has a Business Ethics Board Your Company has laid down standards, processes and structure comprising of members of the Senior management team, which which enable implementation of internal financial controls across meets periodically to review the ethics program deployment and the organization to ensure that the same are adequate and are deals with ethics related issues. operating effectively. Relationship between Directors inter-se Your Company has appointed Ernst & Young LLP to oversee and None of the Directors are related to each other within the meaning carry out the internal audit of its activities. The audit is based on of the term “relative” as per Section 2(77) of the Act read with an internal audit plan, which is reviewed each year in consultation Rules thereunder. with the Audit Committee. Your Company has an Audit committee, the details of which have been provided elsewhere in this Report. Pecuniary Relationship or Transactions of Non-Executive The Audit Committee reviews audit reports submitted by the Directors Internal Auditors. Suggestions for improvement are considered During the year under Report, the non-executive Directors of the and the Audit committee follows up on corrective actions. The Company had no pecuniary relationship or transactions with the Audit committee also meets the Statutory Auditors to ascertain, Company other than as disclosed. inter alia, their views on the adequacy of internal control systems, and keeps the Board of Directors periodically informed of its Vigil Mechanism major observations, if any. Your Company has a Board-approved Business Ethics & Vigil Risk Management Mechanism Policy establishing a whistle blower/vigil mechanism for Directors and employees to report their genuine concerns to Your Company has the Board-approved Policy for Risk the designated authorities regarding any unethical behaviour, Assessment & Management, wherein all potential material actual or suspected fraud or violation of the Company’s Code risks w.r.t. the Company are identified and assessed. Further, of Conduct or Ethics Policy, and provides safeguards against the risk management of the Company is overseen by the Audit the victimization of individuals who avail of the mechanism. The Committee. Policy permits all the directors and employees to report any Material Changes and Commitments affecting the financial breach of policy directly to the Business Ethics & Compliance position of the Company Office, or the Chairman of the Audit committee in exceptional cases (viz. serious fraud, cases threatening Company’s There are no material changes and commitments affecting the existence, embezzlement etc.). During the year under review, financial position of the Company which has occurred between no employee was denied access to the Business Ethics & the end of the financial year of the Company till the date of this Compliance Office or to the Audit Committee. The Business report except as disclosed in this Annual Report. Ethics and Vigil Mechanism Policy is available on the website of Reporting of Frauds by Auditors the Company (www.xerox.com/india). During the year under review, neither the Statutory Auditors nor Disclosure of the Nomination & Remuneration Policy the Secretarial Auditors have reported to the Audit Committee The Company is having a Nomination and Remuneration Policy under Section 143(12) of the Act, any instances of fraud for the selection and appointment of Directors, Key Managerial committed against the Company by its officers or employees. Personnel and other senior management personnel, fixing their Auditors & Auditors’ Report remuneration including criteria for determining qualifications, positive attributes, independence of a director and related Pursuant to the provisions of Section 139 of the Act and the matters as provided under the applicable provisions of the rules framed thereunder, M/s Price Waterhouse & Co Bangalore 10


  • Page 13

    STATUTORY REPORTS FINANCIAL STATEMENT LLP, Chartered Accountants, were appointed as the Statutory taken by the Company is supported by independent Auditors of the Company for a term of 5 (five) consecutive years legal opinion and by views expressed by authors in from the conclusion of the 18th Annual General meeting (AGM) of noted treatise(s) on the aforesaid Section, and general the Company held on 23rd September, 2014 (as adjourned from understanding of the provisions in the industry. 16th September, 2014) till the conclusion of the 23rd AGM to be held in the year 2019, subject to ratification of their appointment (b) Due to the above reason, the Auditors appeared to by the members at every AGM of the Company. have computed the excess managerial remuneration based on Section II of Part II of Schedule XIII to the In accordance with the Companies Amendment Act, 2017, Act. However, as per calculations of the Company, the enforced on 7th May, 2018 by the Ministry of Corporate Affairs, Company earned net profits of Rs. 1,679.64 Lacs in the appointment of Statutory Auditors is not required to be ratified the financial year 2008-09, as computed in accordance at every Annual General Meeting. with Section 349 of the Companies Act, 1956 (on the There has been no qualification, reservation, adverse remark basis that VRS payments, being in the nature of ex- or disclaimer given by the Auditors in their Report for financial gratia, are non-deductible expenses/item and required year 2017-18, except w.r.t. excess managerial remuneration, to be added back in computation of such net profits), and an Emphasis of Matter w.r.t. Proceedings by Directorate of and excess managerial remuneration in this case, Enforcement, the explanations thereon by your Directors are as must therefore be computed based on Section I of Part follows: II of Schedule XIII (as had been done by the Company (A) With respect to the “Basis of Qualified Opinion” and “Opinion” and submitted with MCA earlier, i.e. Rs. 19.76 Lacs as (appearing at Sl. nos. 8, 9, respectively and Sl. no. 12(b), amount of excess remuneration paid during financial 12(f) in the Auditors’ Report) for the year under Report, your year 2008-09) and not under Section II of Part II of Directors state that the said matter pertains to the financial Schedule XIII (as had been done by the Auditors) to year 2008-09. In this regard, reference is made to Note no. the Act. 41(b) of the Notes to Financial Statements, which provides In view of the aforesaid, with reference to Note No. the relevant information and explanation to the qualification 41(b) to the Financial Statements, your Company, in made by the Auditors. the financial year 2015-16 (a) obtained the approval of In addition, in the interest of providing further clarity, the the shareholders in the 20th Annual General Meeting Board of Directors hereby provides further explanation to (held on 27th September 2016) towards recognising the Auditors’ qualification as under: the amount of such excess remuneration (amounting The Auditors of the Company have stated that the excess to Rs. 19.76 Lacs) as recoverable by the Company in remuneration paid to directors in the financial year ended the Audited Financial Statements of the Company for March 31, 2009 could range from Rs. 76.59 lacs to Rs. FY 2015-16 and submitted the same with the Registrar 96.59 lacs by applying Section II of Part II of Schedule XIII of Companies; and (b) submitted a letter with the to the erstwhile Companies Act, 1956, in computation of net Ministry of Corporate Affairs (MCA) withdrawing its profits for the financial year 2008-09. earlier application seeking approval to the payment However, the Company is of the view and has been stating of aforesaid excess remuneration. Based on the as follows: aforesaid, during the previous financial year 2016-17, the Company recovered Rs. 19.76 Lacs of excess (a) The Auditors had considered payments by the managerial remuneration (pertaining to FY 2008-09) Company under Voluntary Retirement Scheme (VRS) from its parent company on behalf of the concerned for its employees as “usual working charges” of the managerial personnel and disclosed the fact of such Company. As per the Auditors’ understanding, the recovery in the audited financial statements for previous Company did not have any “net profits” in accordance FY 2016-17 and Board’s Report thereon and as also with Section 349 of the erstwhile Companies Act, 1956 (“Act”) for payment of remuneration to directors for reported by Auditors in the Audit Report for previous FY the FY 2008-09. The Company has been disagreeing/ 2016-17. Such recovery was subsequently approved disagrees with this view taken by the Auditors. and adopted by the shareholders in the last Annual Payments under the Voluntary Retirement Scheme General Meeting (21st AGM) held on 28.09.2017, and (being in the nature of ex-gratia), as implemented by necessary filing of the audited financial statements of the Company during the FY 2008-09, were made by FY 2016-17 was also done by the Company with the the Company voluntarily, of its own accord, over and Registrar of Companies in October 2017. above its legal obligations. The same cannot, therefore, (B) With respect to the “Emphasis of Matter” (appearing at Sl. constitute usual working charges of the Company. In No. 10 in the Auditors’ Report), for the year under Report, accordance with Section 349(5)(c) of the Act, such your Directors state that the said matter pertains to the payments (which are made voluntarily/ex-gratia by years 2000-03. In this regard, reference is made to Note No. a company) are not required to be deducted while 42(a) of the Notes to Financial Statements, which provides computing net profits under Section 349 of the Act for the relevant information and explanation to the Emphasis of the purpose of managerial remuneration. The view Matter made by the Auditors. 11


  • Page 14

    ANNUAL REPORT 2018 Secretarial Auditor’s Report related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies In terms of Section 204 of the Companies Act, 2013 and the (Accounts) Rules, 2014 is provided under AOC-2 and set out Rules made there under, M/s Ranjeet Pandey & Associates, in Annexure-V forming part of this Report. All the related party Practising Company Secretaries, had been appointed as the transactions are presented to the Audit Committee and the Board Secretarial Auditors of the Company for the financial year 2017- of Directors. The related party transactions entered into by the 18. The Secretarial Auditor’s Report for the FY 2017-18 does Company which were not in ordinary course of business, as not contain any qualification, reservation or adverse remark. The aforesaid, were undertaken by the Company after obtaining the Secretarial Auditors’ Report is enclosed as Annexure - III to this requisite approvals of Audit Committee, Board of Directors, and Report. The contents of the said report are self-explanatory and shareholders of the Company, as the case may be. no further comments / explanations are called for. A statement of all the related party transactions is presented Notes to the Financial Statements before the Audit committee and Board on a quarterly basis, All the Notes to the Financial Statements for the Financial specifying the nature and value of these transactions. Year under Report are self-explanatory and do not require any Also, pursuant to the Ministry of Corporate Affairs’ (MCA) further comments/remarks from your Directors unless otherwise Notification dated 14th December 2015, the Board of Directors disclosed herein. of the Company (in its meeting held on 2nd March 2016) laid Details in respect of Adequacy of Internal Financial Controls down the broad criteria for the Audit Committee towards granting with reference to the Financial Statements omnibus approval to the related party transactions. Based on that, the Audit Committee (on 31st March 2017) had granted its The Company’s management is responsible for establishing and omnibus approval to all the related party transactions for the FY maintaining an adequate system of internal controls over financial 2017-18. reporting. Accordingly, the management has laid down internal financial controls to be followed by the Company in line with the Particulars of Employees guidance notes issued by the Institute of Chartered Accountants The information required under Section 134 read with Rule 5(2) of India and such policies and procedures to be adopted by the and 5(3) of the Companies (Appointment and Remuneration Company for ensuring efficient conduct of its business, including of Managerial Personnel) Rules, 2014 (as amended from time adherence to Company’s policies, the safeguarding of its assets, to time and as in force on the date of Report) and any other the accuracy and completeness of the accounting records and applicable provisions of the Companies Act, 2013 and rules the timely preparation of financial information. The internal made thereunder, in respect of employees of the Company, is controls are commensurate with the size, scale and complexity of provided in Annexure-VI forming part of this Report. your Company’s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal Documents placed on the Website (www.xerox.com/india) controls are continuously assessed and improved/modified to The following documents have been placed on the Company’s meet changes in business conditions, statutory and accounting website in compliance with the Act: requirements. • Business Ethics & Vigil Mechanism Policy for directors and Significant and Material Orders passed by the Regulators or employees to report genuine concerns as per proviso to Courts impacting the Going Concern Status section 177(10); There are no significant and material order(s) passed by any • The terms and conditions of appointment of Independent of the Regulators or courts or tribunals which could impact the Directors as per Schedule IV to the Act; going concern status of the company and its future operations. • Business Ethics and Code of Conduct; Conservation of Energy, Technology Absorption and Foreign • Policy under Sexual Harassment of Women At Workplace Exchange Earnings and Outgo (Prevention, Prohibition And Redressal) Act, 2013 The information relating to conservation of energy, technology • Corporate Social Responsibility Policy; and absorption and foreign exchange earnings and outgo required • Nomination and Remuneration Policy to be disclosed as per the provisions of Section 134(3) (m) of Subsidiaries/ Joint Venture/ Associate the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in Annexure-IV forming part Your Company does not have any subsidiary/ joint venture/ of this Report. associate company. Contracts or Arrangements with Related Parties Share Capital All related party transactions that were entered into by your Your Company has only one class of share viz. equity share with Company during the financial year under Report were at arms’ a face value of Rs. 10/- each. During the year under review, there length basis and were in the ordinary course of the business is no change in the issued, subscribed and paid-up capital of of the Company, details of such transactions with Related your Company. The outstanding capital as on 31st March 2018 Parties are provided under Note No. 38 in the accompanying is Rs. 4480.80 Lacs comprising 4,48,08,000 equity shares of financial statements. Accordingly, the requisite disclosure of Rs. 10/- each. 12


  • Page 15

    STATUTORY REPORTS FINANCIAL STATEMENT Transfer of Shares • Issue of shares (including sweat equity shares) to employees of the Company under any scheme. In terms of Regulation 3(ii)(5) of RBI/2014-15/129 A.P.(DIR Series) Circular No. 4; dated July 15, 2014, during the year under • The Company does not have any scheme of provision of Report, M/s Modi Rubber Limited, Superior Investment (India) money for the purchase of its own shares by employees. Ltd., Swasth Investment Pvt. Ltd., and K.K. Modi Investment • No significant or material orders were passed by the and Financial Services Pvt. Ltd., holding an aggregate of Regulators or Courts or Tribunals which impact the going 3300320 equity shares (constituting an aggregate of 7.37% concern status and Company’s operations in future. shareholding) sold their shares to M/s Xerox Investments Europe • No fraud has been reported by the Auditors to the Audit B.V., Netherlands, in a negotiated deal based on the required Committee or the Board. valuation carried out by an independent agency namely B S R Acknowledgements & Associates LLP, Chartered Accountants. The valuation was carried out on internationally accepted valuation methodologies Your Directors place on record their deep appreciation to as stipulated by the Reserve Bank of India. By this transaction, employees at all levels for their hard work, dedication and the present shareholding of M/s Xerox Investments Europe B.V. commitment. The enthusiasm and unstinting efforts of the in your Company stands at 7.37% as on 31st March 2018 and the employees have enabled the Company to earn profits in the said entity forms part of the “Promoter Group Company” having financial year under report. Xerox Corporation as its ultimate parent. As a result of this, the Your Directors would also like to acknowledge the continued promoters’ shareholding in your Company aggregates to 96.66% contribution and support by Xerox Corporation, United States as on 31st March 2018. (parent company) to your Company in providing the latest Extract of Annual Return equipments with technological improvements and marketing strategy inputs across almost all segments of the business in In accordance with Section 134(3)(a) of the Act, an extract of which it operates. This has enabled the Company to provide Annual Return as provided under Sub-Section (3) of Section 92 higher levels of consumer satisfaction through continuous of the Companies Act, 2013 is enclosed as Annexure-VII in the improvement in existing products and introduction of new prescribed Form MGT-9 and forms part of this Report. products as well. Compliance of Secretarial Standards The Board places on record its appreciation for the support During the year under Report, the applicable Secretarial and co-operation your Company has been receiving from its Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board customers, alliances and channel partners, suppliers, banks and of Directors’ and ‘General Meetings’, respectively, including any others associated with the Company. amendments/substitution thereof. have been duly followed by The Directors also take this opportunity to thank all the the Company. Shareholders, Government and Regulatory Authorities, for their Events occurring after Balance Sheet Date continued support. There were no significant event that occurred after the Balance Cautionary Statement Sheet Date. Statements in the Annual Report, particularly those which Remote e-Voting and Ballot Voting at AGM relate to the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within To enable the shareholders to vote on the resolutions proposed the meaning of applicable laws and regulations. Although the at the AGM, the Company has arranged for a remote e-voting expectations are based on reasonable assumptions, the actual facility. The Company has engaged NSDL to provide e-voting results might differ. facility to all the members. Members whose names appear on the Register of Members as on 14th September 2018, shall be For and on behalf of Board of Directors eligible to participate in the e-voting. RAJ KUMAR RISHI RODNEY NOONOO The facility for voting through ballot/polling slips will also be Managing Director Director made available at the AGM venue and the members who have DIN: 07979575 DIN: 07690361 not cast their votes by remote e-voting can exercise their vote at the AGM. Gurugram General 23rd July 2018 Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no such events/ transactions on these items during the year under review: • Details relating to deposits covered under Chapter V of the Act. • Issue of equity shares with differential rights as to dividend, voting or otherwise. 13


  • Page 16

    ANNUAL REPORT 2018 ANNEXURE-I annual report on Corporate soCIal responsIBIlIty A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs Corporate Social Responsibility (CSR) has been a voluntary and long-standing commitment at Xerox India. The CSR Policy of the Company sets the framework guiding its CSR activities. It outlines the governance structure, operating framework, monitoring mechanism, and CSR activities that would be undertaken. The CSR committee is the governing/overseeing body that articulates the scope of CSR activities and ensures compliance with the CSR Policy. The Company’s CSR activities are largely focused in the areas of education, health, skill development and environmental development and other activities as the Company may choose to select in fulfilling its CSR objectives. Objective The broad objectives as stated in your Company’s CSR policy are: i) To directly or indirectly take up programs that benefit the communities in and around the Company’s workplace and results, over a period of time, in enhancing the quality of life and economic well-being of the local populace. ii) To generate through its CSR initiatives, a community goodwill for the Company and help reinforce a positive & socially responsible image of the Company as a corporate entity and as a good corporate citizen. iii) Ensure commitment at all levels in the organization, to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interest of all its stakeholders. Focus Areas Our CSR activities are focussed on the following areas: 1. Literacy and Empowerment 2. Promoting Education 3. Skill Training and Livelihood Enhancement 4. Health care 5. Environmental Sustainability For more details on Company’s CSR policy, visit https://www.xerox.com/downloads/dl/ind/en/i/ind_social_responsibility.pdf Composition of CSR Committee The Company has also constituted a Board-level Corporate Social Responsibility (CSR) Committee to govern/oversee the implementation of the CSR policy. The CSR committee is presently comprised of Mr. Rodney Noonoo, Non-executive Director (Chairman); Mr. Rishi Kant Srivastava, Independent Director (Member); Mr. Raj Kumar Rishi, Managing Director (Member); and Mr. David B. Dyas, Non-executive Director (Member). Financial Details As per Section 135 of the Companies Act, 2013, the Company was required to spend Rs. 75.43 Lacs towards CSR activities and the Company’s spent on CSR activities (including amount of committed liability/obligation) for the FY 2017-18 amounted to Rs.75.55 Lacs. The financial details as required under the provisions of the Companies Act, 2013 are as follows: Particulars ` In Lacs (except as marked) 1. Average net profit of the company for last three financial years: Rs. 3771.46 Lacs 2. Prescribed CSR expenditure (two per cent of the amount as in item 1 above): Rs. 75.43 Lacs 3. Details of CSR spent during the financial year 2017-18: (a) Total amount spend for the financial year : 75,55,758/- * (b) Amount unspent, if any: N.A. 14


  • Page 17

    STATUTORY REPORTS FINANCIAL STATEMENT Manner in which the amount spent during the financial year is detailed below: (Amount in `) (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or activity Sector in which the Projects or Amount Amount spent Cumulative Amount No. identified Project is covered Programs outlay on the projects expenditure spent: (1) Local Area (budget) or programs: upto the Direct or or other project or Sub-heads: reporting through programme period implemen- (2) Specify the (1) Direct -wise ting State and expenditure District where on Project or authority Project or Programmes Programme (2) Overheads was under taken 1. Strengthening the Promoting education, Delhi & NCR 706,255/- Direct: 7,06,255/- Through learning and development including special 7,06,255/- Magic of underprivileged education and Bus India children in the area of employment Foundation education, health, and enhancing vocation gender through Sports for skills especially Development approach, among children, leading to a positive women, elderly, behaviour change and the differently abled and livelihood enhancement projects 2. Donation of Printers to Promoting Delhi & NCR 10,00,000/- Direct: 10,17,713/- Through Dr. NGOs and other needy education, including 6,23,978/- (rounded off) A. V. Baliga organisations special education Memorial and employment Trust enhancing vocation skills especially among children, Direct: Through women, elderly, 2,53,026/- Samarpan and the differently Foundation abled and livelihood enhancement projects Direct: Through 1,40,709/- World Wide Fund for Nature-India (WWF-India) 3. Developing awareness, ensuring Delhi & NCR 5,66,000/- Direct: 5,66,000/- Through appreciation & environmental 5,66,000/- World Wide understanding sustainability, Fund for among children of ecological balance, Nature-India underprivileged schools protection of flora (WWF-India) about environment and fauna, animal thereby promoting welfare, agro forestry, ecological consciousness conservation of and responsibility towards natural resources and environment through maintaining quality of interactive sessions soil, air and water comprising of Nature Trails & Workshops 15


  • Page 18

    ANNUAL REPORT 2018 (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or activity Sector in which the Projects or Amount Amount spent Cumulative Amount No. identified Project is covered Programs outlay on the projects expenditure spent: (1) Local Area (budget) or programs: upto the Direct or or other project or Sub-heads: reporting through programme period implemen- (2) Specify the (1) Direct -wise ting State and expenditure District where on Project or authority Project or Programmes Programme (2) Overheads was under taken 4. Imparting skill training toPromoting education, Delhi & NCR 14,65,830/- Direct: 14,65,830/- Through underprivileged women including special 10,65,830/- Samarpan in tailoring and stitching education and (inclusive of Foundation and their basic literacy, employment committed thereby enhancing their enhancing vocation liability of Rs. confidence level and skills especially 4,00,000/-) financial self-dependence among children, women, elderly, and the differently abled and livelihood enhancement projects 5. Making available Eradicating Delhi & NCR 22,99,960/- Direct: 22,99,960/- Through Dr. affordable health services hunger, poverty 14,99,960/- A.V. Baliga to the underprivileged and malnutrition, (inclusive of Memorial women and children promoting committed Trust at their doorstep with preventive health liability of Rs. community sensitization care and sanitation 8,00,000/-) to promote health and making available seeking behavior thereby safe drinking water providing both preventive and curative healthcare services in the National Capital Region 6. Setting up of Non-formal Promoting Delhi & NCR 10,00,000/- Direct: 10,00,000/- Through Education Centers in education, including 10,00,000/- Association the target communities special education (inclusive of for of children of labourers and employment committed Blindness and migrants living in enhancing liability of Rs. and slums, to cover the vocational skills 10,00,000/-) Leprosy basic contents of the especially among Eradication first 4-grades of the children, women, (ABLE formal primary school elderly, and the Charities) curriculum; objective differently abled is to mainstream and livelihood the children to the enhancement appropriate classes in projects the nearby Government/ formal school; to enroll drop-outs in formal education; to provide life-skill education; to raise social and preventive health awareness among children and their parents 16


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    STATUTORY REPORTS FINANCIAL STATEMENT (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or activity Sector in which the Projects or Amount Amount spent Cumulative Amount No. identified Project is covered Programs outlay on the projects expenditure spent: (1) Local Area (budget) or programs: upto the Direct or or other project or Sub-heads: reporting through programme period implemen- (2) Specify the (1) Direct -wise ting State and expenditure District where on Project or authority Project or Programmes Programme (2) Overheads was under taken 7. Contribution made to Contribution Prime Minister’s 5,00,000/- Direct: 5,00,000/- Direct the Prime Minister’s made to the Prime National Relief 5,00,000/- contribution National Relief Fund Minister’s National Fund (PMNRF) to the Prime (PMNRF) Relief Fund Minister’s (PMNRF) National Relief Fund * inclusive of Rs. 22,00,000/- as amount committed/provided for under MoUs/Agreements entered into by the Company (during FY 2017-18) with aforesaid Agencies towards its ongoing CSR activities In case the company has failed to spend the 2% of the average net profits of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not Applicable A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company. Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Committee hereby affirm that the CSR Policy (as approved by the Board) has been implemented and the CSR Committee monitors the implementation of the projects and activities in compliance with our CSR objectives. RAJ KUMAR RISHI RODNEY NOONOO Managing Director Chairman (CSR Committee) DIN: 07979575 DIN: 07690361 Gurugram Uxbridge 17th July 2018 17th July 2018 17


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    ANNUAL REPORT 2018 ANNEXURE-II nomInatIon and remuneratIon polICy Introduction: ii) Identify person(s) who are qualified and eligible to become Director (Executive, Non-Executive viz. Independent or In pursuance of the Company’s policy to consider human Non-Independent) and persons who may be appointed resources as its invaluable assets, to pay equitable remuneration in Key Managerial and Senior Management positions in to all Directors, Key Managerial Personnel’s (KMP’s) and accordance with the criteria laid down in this Policy. employees of the Company based on skill, experience, industry standards and Company’s performance, to harmonize the iii) Recommend to the Board, appointment and removal of aspirations of human resources consistent with the goals of the Director, KMP’s and Senior Management Personnel. Company and in terms of prevailing provisions of the Companies PART – B Act, 2013, Nomination and Remuneration Policy (hereinafter referred to as the “Policy”) for Directors, Key Managerial POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, Personnel and Senior Management has been formulated by the KMP’s AND SENIOR MANAGEMENT Nomination and Remuneration Committee and approved by the Appointment criteria and qualifications: Board of Directors. i) Committee shall identify and ascertain the integrity, Objective and purpose of the Policy: qualification, expertise and experience of the person(s) for appointment as Director, KMP’s or at Senior Management The objective and purpose of this policy are: level and recommend to the Board his / her appointment. • To lay down criteria and terms & conditions with regard to ii) A person should possess adequate qualification, expertise identifying person(s)who are qualified to become Directors and experience for the position he / she is considered for (both Executive and Non-Executive) and persons who may appointment. The Committee has discretion to decide be appointed in Senior management and Key Managerial whether qualification, expertise and experience possessed positions and to determine their remuneration. by a person is sufficient / satisfactory for the concerned • To determine remuneration based on the Company’s size and position in the best interest of the Company. financial position and trends and practices on remuneration iii) The Company shall not appoint or continue the employment prevailing in peer companies, in the sector engaged in the of any person as Managing Director/Whole time Director business of trading of Xerographic equipments. In addition who has attained the age of seventy years (70 years). to above, experience of concerned person(s) or contribution Provided however that the term of the person holding such to achieve the Company’s objective will also be considered. position may be extended beyond the age of seventy years • To carry out evaluation of the performance of Company’s (70 Years) with the approval of shareholders by passing Directors, as well as Key Managerial and Senior a special resolution based on the explanatory statement Management Personnel. annexed to the notice for such motion indicating the • To provide them reward linked directly to their effort, justification for extension of appointment beyond seventy performance, dedication and achievement relating to the years. Company’s operations and growth. Term / Tenure: • To retain, motivate and promote talent and to ensure long • Managing Director/Whole-time Director: term sustainability of talented Managerial person(s) & employee(s) and create competitive advantage. The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Considering the aforesaid objective, future prospect and Director for a term not exceeding five years at a time. No growth of the Company, this Policy has been formulated by the re-appointment shall be made earlier than one year before Nomination and Remuneration Committee and adopted by the the expiry of term. Board of Directors at its meeting held on 03 March, 2015. • Independent Director: The key features of the Nomination & Remuneration Policy are An Independent Director shall hold office for a term up to five as under: consecutive years on the Board of the Company and will be PART – A eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED Board’s report. TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be The Committee shall: eligible for appointment after expiry of three years of ceasing i) Formulate the criteria for determining qualifications, positive to become an Independent Director. Provided however that attributes and independence of a director. an Independent Director shall not, during the said period 18


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    STATUTORY REPORTS FINANCIAL STATEMENT of three years, be appointed in or be associated with the structure may be recommended by the Committee to Company in any other capacity, either directly or indirectly. the Board which should be within the slabs approved by At the time of appointment of Independent Director it the Shareholders in the case of Managing Director and/ should be ensured that number of Boards on which such or Whole-time Director subject to the provisions of the Independent Director serves is restricted to seven listed Companies Act, 2013 and rules & regulations made companies as an Independent Director and three listed thereunder. Increments will be effective from the date as companies as an Independent Director in case such person may be decided by the Board in line with recommendation is serving as a Whole-time Director of a listed company. of Committee. iv) Where any insurance is taken by the company on behalf Evaluation of Performance: of its Managing Director(s), Whole-time Director(s), Chief The Committee shall carry out evaluation of performance of Executive Officer, Chief Financial Officer, Company every Director, KMP’s and Senior Management personnel at Secretary and any other employees for indemnifying them regular interval. against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to Removal: any such personnel. Provided however that if such person Due to reasons for any disqualification mentioned in the is proved to be guilty, the premium paid towards such Companies Act, 2013 & rules made thereunder or under any insurance policy shall be treated as part of the remuneration. other applicable Act, rules and regulations or otherwise as the v) Remuneration to Managing Director/Whole-time Director/ Committee and Board may think fit in the best interest of the Executive Director, KMP’s and Senior Management Company, the Committee may recommend, to the Board with Personnel: reasons recorded in writing, removal of any Director, KMP’s or Senior Management Personnel subject to the provisions and a) Fixed Remuneration/Salary/Compensation: compliance of the applicable Act, rules and regulations made Managing Director/ Whole-time Director / KMP’s shall there under. be eligible for a monthly remuneration as may be Retirement: approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum The Director, KMP and Senior Management Personnel shall retire of perquisites including, employer’s contribution to P.F., as per the applicable provisions of the Companies Act, 2013 and pension scheme, medical expenses, other perquisites the prevailing policy of the Company. The Board will have the etc. shall be decided and approved by the Board on discretion to retain the Director, KMP’s, Senior Management the recommendation of the Committee. Provided Personnel in the same position / remuneration or otherwise even however Remuneration to Managing Director/ Whole after attaining the retirement age, for the best interest and benefit time Director/ Executive Director shall be approved by of the Company. the shareholders and Central Government, wherever PART – C required. Remuneration of Senior Management Personnel to be finalized by the Managing Director of POLICY RELATING TO THE REMUNERATION FOR THE the Company and in absence of MD, by CFO of the MANAGING DIRECTOR, WHOLE-TIME DIRECTOR, KMP Company. AND SENIOR MANAGEMENT PERSONNEL b) Minimum Remuneration: General: If, in any financial year, the Company has no profits i) The remuneration / compensation / commission etc. to or its profits are inadequate, the Company shall the Managing Director, Whole-time Director and KMP’s pay remuneration to its Whole-time Director and/or will be determined by the Committee and recommended Managing Director in accordance with the provisions of to the Board for approval. However, the remuneration/ Schedule V of the Companies Act, 2013 and if it is not compensation / commission etc. to the Managing Director able to comply with such provisions, with the previous and Whole-time Director, shall be subject to the prior/post approval of the Central Government. approval of the shareholders of the Company and Central Government, wherever required. Appointment of Senior c) Provisions for excess remuneration: Management Personnel including their remuneration to be If any Executive Director/ Managing Director/ Whole- finalized by the Managing Director of the Company and in time Director draws or receives, directly or indirectly absence of MD, by CFO of the Company. by way of remuneration any such sums in excess of ii) The remuneration and commission to be paid to the the limits prescribed under the Companies Act, 2013 or Managing Director and/or Whole-time Director shall be in without the prior sanction of the Central Government, accordance with the percentage / slabs / conditions laid where required, he / she shall refund such sums to the down in the Articles of Association of the Company and Company and until such sum is refunded, hold it in as per the provisions of the Companies Act, 2013, and the trust for the Company. The Company shall not waive rules made there under. recovery of such sum refundable to it unless permitted iii) Increments to the existing remuneration / compensation by the Central Government. 19


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    ANNUAL REPORT 2018 D) Remuneration to Non-Executive / Independent Stock Options: Director: An independent Director shall not be entitled to any stock Remuneration and commission: option of the Company. The remuneration / commission, if applicable, shall E) Stock Option be fixed as per the slabs and conditions mentioned Stock options in the form of ESOP/ESOS may be given by in the Articles of Association of the Company and the the Company to the Directors/ KMPs and/or other employees Companies Act, 2013 and the rules made thereunder. of the Company as per scheme framed by the Company from time to time in terms with provisions of Section 62, Sitting Fees: Section 149 and all other applicable provisions, if any, of The Non-Executive / Independent Director may receive the Companies Act, 2013 and Articles of Association of the remuneration by way of fees for attending meetings of Company. Provided however that Independent Directors Board or Committee thereof as may be approved by shall not be eligible to participate in ESOP scheme of the the Board from time to time. Provided however that the Company. amount of such fees shall not exceed Rs. One Lakh For more details on Company’s Nomination and Remuneration per meeting of the Board or Committee or such amount policy, visit https://www.xerox.com/downloads/dl/ind/en/n/India as may be prescribed by the Central Government from NominationRemunerationPolicy.pdf time to time. Commission: Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013, as recommended by the Committee and approved by the Board. n k ) B la f t ly Le ra t e l i b e ( De 20


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    STATUTORY REPORTS FINANCIAL STATEMENT ANNEXURE-III Secretarial Audit Report For the financial year ended on 31st March, 2018 [Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, We further report that:- The Members, The Board of Directors of the Company is duly constituted with Xerox India Limited, proper balance of Executive Director, Non-Executive Directors 5th Floor, Block One, Vatika Business Park, (including Woman Director) and Independent Directors. The Sector-49, Sohna Road, changes in the composition of the Board of Directors that Gurgaon-122018, Haryana took place during the period under review were carried out in compliance with the provisions of the Act. Ms. Daniela Cosette We have conducted the Secretarial Audit of the compliance Untescu resigned (effective 1st April 2017) as the Woman Director of applicable statutory provisions and the adherence to good at the Board Meeting held on 25th April, 2017 and Ms. Lisa Marie corporate practices by “Xerox India Limited” (hereinafter called Oliver was appointed as the Woman Director at the adjourned the “Company”). Secretarial Audit was conducted in a manner Board Meeting held on 10th August, 2017. that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion Adequate notice has been given to all directors to schedule thereon. the Board Meetings including committee meetings during the financial year under review, agenda and detailed notes on Based on our verification of Xerox India Limited’s books, agenda were sent within prescribed timeline, and a system exists papers, minute books, forms and returns filed and other records for seeking and obtaining further information and clarifications maintained by the Company and also the information provided by on the agenda items before the meeting and for meaningful the Company, its officers, agents and authorized representatives, participation at the meeting. during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering Based on the verification of the records and minutes, we report the financial year ended on 31st March, 2018 complied with the that all the decisions are carried unanimously. The members of statutory provisions listed hereunder and also that the Company the Board have not expressed dissenting views on any of the has proper Board-processes and compliance mechanism in agenda items during the financial year under review. place to the extent, in the manner and as reported herein. We further report that there are adequate systems and We have examined the books, papers, minute books, forms and processes in the Company commensurate with the size and returns filed and other records maintained by the Company for operations of the Company to monitor and ensure compliance the financial year ended on 31st March, 2018, according to the with applicable laws, rules, regulations and guidelines. provisions of: We further report that during the audit period, the Company has i) The Companies Act, 2013 (the Act) and the rules made not carried out any specific events/actions having a major bearing there under; on the company’s affairs in pursuance of the above referred laws, ii) The Depositories Act, 1996 and the Regulations and Bye- rules, regulations, guidelines, standards, etc. referred to above. Laws framed there under; iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign FOR RANJEET PANDEY & ASSOCIATES Direct Investment. COMPANY SECRETARIES iv) The Legal Metrology Act, 2009 and rules made thereunder (specifically applicable legislation to the Company, Sd/- being engaged in the business of trading of xerographic Place: NEW DELHI CS RANJEET PANDEY equipments, multifunction devices etc.) Date: 18/07/2018 FCS- 5922, CP No.- 6087 We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company This report is to be read with our letter of even date which is Secretaries of India. During the period under review, the Company annexed as Annexure-I and forms an integral part of this has complied with the provisions of the Act, Rules, Regulations, report. Guidelines, Standards etc. mentioned above. 21


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    ANNUAL REPORT 2018 Annexure-I To, The Members, Xerox India Limited, 5th Floor, Block One, Vatika Business Park, Sector-49, Sohna Road, Gurgaon-122018, Haryana Our report of even date is to be read along with this letter: 1. Management of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of the events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. FOR RANJEET PANDEY & ASSOCIATES COMPANY SECRETARIES Sd/- Place: NEW DELHI CS RANJEET PANDEY Date: 18/07/2018 FCS- 5922, CP No.- 6087 n k ) B la f t ly Le ra t e l i b e ( De 22


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    STATUTORY REPORTS FINANCIAL STATEMENT ANNEXURE-IV ConservatIon of energy, teChnology aBsorptIon and foreIgn exChange earnIngs and outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows: A. Conservation of Energy a. The operations of the Company, being IT related, require normal consumption of electricity. b. Disclosure of particulars with respect to conservation of energy The Company has been taking every necessary step to reduce the consumption of energy, significant among these during the financial year under report are covered under “Initiatives on Sustainability from the Company” in the Board’s Report. Additionally, during the year under Report, following are the steps taken by your company w.r.t. energy conservation: • During FY 2017-18, we have replaced all CFL lights by LED lights at the Registered Office of the Company at 5th floor, Vatika Business Park, Gurugram. This has given us a saving of 20,000 units (Approx.) per year. Yearly cost saved INR 1,54,000. • All CFL lights of Mumbai office also replaced by LED lights from 60 CFL lights to 33 LED lights. Total 4,320 watts consumption reduced to 1,188 watts. c. The steps taken by the company for utilising alternate sources of energy: Nil, the focus has only been on energy conservation. d. the capital investment on energy conservation equipments: Nil B. Technology Absorption Disclosure of particulars with respect to technology Absorption is covered under “initiatives on Sustainability from the Company” in the Board’s Report (to the extent applicable). C. Foreign Exchange Earnings and Outgo Foreign exchange earnings and outgo during the year under review were Rs. 11,531.36 lacs (previous year Rs. 10,402.35 Lacs) and Rs. 2442.95 lacs (previous year Rs. 908.91 lacs), respectively. n k ) B la f t ly Le ra t e l i b e ( De 23


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    ANNUAL REPORT 2018 ANNEXURE-V FORM NO. AOC–2 (Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub- section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm’s length basis: None 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/arrangements/transactions including the value, if any e. Justification for entering into such contracts/arrangements/ Transactions NIL 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 first proviso to Section 188 2. Details of material contracts or arrangement or transactions at arm’s length basis a. Name(s) of the related party and nature of Xerox Technology Services India LLP, Bangalore (India); a group entity relationship having common ultimate parent/holding company/promoters b. Nature of contracts/arrangements/transactions (i) Providing management services to Xerox Technology Services India LLP (“XTSI”) and receiving management services from XTSI vide an inter-company “Services Agreement” dated 31st July 2017; and (ii) XTSI sharing of office space with the Company at 6th Floor, Block One, Vatika Business Park, Sector 49, Sohna Road, Gurugram, Haryana, vide “Permission to use office space” dated 2nd May 2017. c. Duration of the contracts/arrangements/transactions Services Agreement: Initial period of Three (3) years and thereafter for successive One (1) year period Permission to Use Office Space: Initial period of Eleven (11) months, extendible for a period of Eleven (11) months at a time d. Salient terms of the contracts/arrangements/ As per the “Services Agreement” (dated 31.07.2017) and “Permission to transactions including the value, if any Use Office Space” (dated 02.05.2017). e. Date(s) of approval by the Board, if any 25.04.2017 f. Amount paid as advances, if any N.A. For and on behalf of Board of Directors RAJ KUMAR RISHI RODNEY NOONOO Managing Director Director DIN : 07979575 DIN : 07690361 Gurugram 23rd July 2018 24


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    STATUTORY REPORTS FINANCIAL STATEMENT ANNEXURE-VI Statement pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Board’s Report for the year ended March 31, 2018 Names of Top 10 employees of the Company in terms of remuneration drawn Sl. Name Designation Educational Experience Remuneration Previous No. Qualification (in years) (in `) Employment & Designation 1. Ashraf M.A. Elarman Managing Director Graduate 28 4,75,39,356/- Xerox Egypt 2. Raj Kumar Rishi Managing Director BE 29 1,64,38,560/- HP Inc 3. Balaji Rajagopalan Executive Director- DEE, MBA (Mktg. & 35 1,49,41,094/- Indian Technology & Channels Intl. Business) Reprographic Systems (P) Ltd. 4. Deepika Chaudhry Executive Director-Legal LLB, B.Sc 27 1,40,71,799/- Microsoft India 5. Kanchan Chehal Executive Director-HR, BA, PGDBM 21 1,31,16,828/- GAP Inc Asia Pacific 6. Masato Yagi General Manager-Business Graduate 17 1,29,00,093/- Fuji Xerox Co. Development (Japanese Ltd. Accounts) 7. Satpreet Singh Chief Financial Officer CA, B.Com 21 1,06,33,846/- Verifone India Sales Pvt. Ltd. 8. Anurag Gupta Director-Customer Service B.Sc. 33 85,39,877/- Tata Operations Teleservices Ltd. 9. Rajiv Luthra Head – Office Business PGDBA, B.Com 32 83,60,415/- Videocon Telecommuni- cations Ltd. 10. Ritesh Gandotra Director-GDO Sales Exec. Masters 21 82,08,124/- IBM India Pvt. in International Ltd. Business, B.Tech. Employees employed throughout the financial year 2017-18 who were in receipt of an aggregate remuneration equal to or exceeding Rs. 1,02,00,000/- per annum: Sl. Name of the Designation Remuneration Nature of Qualifications & Date of Age Last No. Employee/ received Employment Experience commence- (in employment Director (in `) (whether (in Years) ment of Years) held before contractual employment joining the or with the Company permanent) Company 1. Balaji Executive Director 1,49,41,094 Permanent DEE, MBA (Mktg. 01.11.1983 54 Indian Rajagopalan - Technology & & Intl. Business); Reprographic Channels (35 years) Systems (P) Ltd. 2. Deepika Executive Director 1,40,71,799 Permanent LLB, B.Sc; 22.07.2013 52 Microsoft India Chaudhry - Legal (27 years) 3. Kanchan Executive 1,31,16,828 Permanent BA, PGDBM; 24.11.2014 43 GAP Inc. Chehal Director - Human (21 years) Resources, Asia Pacific 4. Satpreet Chief Financial 1,06,33,846 Permanent CA, B.Com; 06.03.2012 48 Verifone India Singh Officer (21 years) Sales Pvt. Ltd. 25


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    ANNUAL REPORT 2018 Employees employed for part of the financial year 2017-18 who were in receipt of a remuneration for any part of the financial year 2017-18, at a rate which, in the aggregate, was not less than Rs. 8,50,000/- per month: Sl. Name of the Designation Remunera- Nature of Qualifications Date of Age Last No. Employee/ tion received Employment & Experience commence- (in employment Director (in `) (whether (in Years) ment of Years) held before contractual employment joining the or with the Company permanent) Company 1 Ashraf M.A. Managing Director 4,75,39,356 Permanent Graduate; 22.06.2015 53 Xerox Egypt Elarman * (28 years) 2 Raj Kumar Managing Director 1,64,38,560 Permanent BE; 15.12.2017 53 HP Inc Rishi (29 Years) 3 Kazunaga General Manager 16,93,796 Permanent BBA; 26.02.2018 41 Fuji Xerox Co. Tanaka - Business (18 Years) Ltd. Development (Japanese Accounts) 4 Masato General Manager 1,29,00,093 Permanent Graduate; 27.10.2014 41 Fuji Xerox Co. Yagi# - Business (17 Years) Ltd. Development (Japanese Accounts) * Date of cessation of employment: 31.12.2017 # Date of cessation of employment: 31.12.2017 n k ) B la f t ly Le ra t e l i b e ( De 26


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    STATUTORY REPORTS FINANCIAL STATEMENT ANNEXURE-VII FORM NO. MGT-9 Extract of Annual Return as on the financial year ended on 31st March, 2018 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN - U72200HR1995PLC049183 ii) Registration Date - 29th December 1995 iii) Name of the Company - Xerox India Limited iv) Category/Sub-Category of the Company - Public Company Limited by Shares / Non-Government Company v) Address of the Registered Office and Contact Details - Xerox India Limited 5th Floor, Block One, Vatika Business Park, Sector 49, Sohna Road, Gurugram - 122018, Haryana Tel: +91 124 4463000 | Fax: +91 124 4463111 email: askus@xerox.com vi) Whether Listed Company (Yes / No) - - No vii) Name, Address and Contact Details of - M/s. MCS Share Transfer Agent Limited Registrar and Transfer Agent, if any Regd. Office: 12/1/5 Manoharpukur Road, Kolkata – 700026 Tel: +91 33 40724051 | Fax: +91 33 40724050 Regional Office: F-65, 1st Floor, Okhla Industrial Area, Phase – I, New Delhi - 110020 Tel: +91 11 41406149 | Fax: +91 11 41709881 email: mcssta@rediffmail.com / admin@mcsregistrars.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sl. Name and description of main products / services NIC Code of the % to Total No. Product/ Service Turnover of the Company 1. Trading in Xerographic Equipments & its Consumables, Multi-Function 46591, 82191, Devices, Laser Printers, Paper; and Provision of After Sales Services therefor 82199, 33129, under the following Segments contributing 10% or more of the total turnover of 17093 the Company for the financial year under Report: (a) Global Document Outsourcing 19.08 (b) Office 19.16 (c) Graphic Communications 34.09 (d) Other Support Services 12.47 27


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    ANNUAL REPORT 2018 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. Name and address CIN/GLN Holding/ Subsidiary/ % of shares Applicable No. of the Company Associate held Section 1. Xerox Corporation Not Holding Nil 2(46) & 2(69) r/w 2(87) of 201 Merritt 7, Norwalk, Connecticut Applicable Companies Act, 2013 06851 United States 2. Xerox limited, UK Not Holding 45.58% 2(46) & 2(69) r/w 2(87) of Bridgehouse, Oxford Road, Uxbridge, Applicable Companies Act, 2013 Middlesex UB8 1HS 3. XC Trading Singapore Pte. Ltd. Not Holding 39.29% 2(46) & 2(69) r/w 2(87) of 80, Anson Road, Singapore Applicable Companies Act, 2013 4. Xerox Investments Europe B.V. Not Holding 7.37% 2(46) & 2(69) r/w 2(87) of De Corridor 5, Breukelen, 3621 ZA, Applicable Companies Act, 2013 The Netherlands 5. Xerox Developing Markets Ltd. Not Holding 4.42% 2(46) & 2(69) r/w 2(87) of Clarendon House, 2 Church Street, Applicable Companies Act, 2013 Hamilton HM 11, Bermuda IV . SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) i. Category-wise shareholding Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change Shareholders (01.04.2017) (31.03.2018) during the Demat Physical Total % of Total Demat Physical Total % of Total year Shares Shares A. Promoters (1) Indian (a) Individual/ HUF 0 0 0 NA 0 0 0 NA NA (b) Central Government 0 0 0 NA 0 0 0 NA NA (c) State Government(s) 0 0 0 NA 0 0 0 NA NA (d) Bodies Corporate(s) 0 0 0 NA 0 0 0 NA NA (e) Banks/FIs 0 0 0 NA 0 0 0 NA NA (f) Any Other 0 0 0 NA 0 0 0 NA NA Sub-total (A)(1): - 0 0 0 NA 0 0 0 NA NA (2) Foreign (a) NRIs-Individuals 0 0 0 NA 0 0 0 NA NA (b) Other-Individuals 0 0 0 NA 0 0 0 NA NA (c) Bodies Corporate(s) 0 40010707 40010707 89.29 0 43311027 43311027 96.66 (+)7.37 (d) Banks/FIs 0 0 0 NA 0 0 0 NA NA (e) Any Other 0 0 0 NA 0 0 0 NA NA Sub-total (A)(2):- 0 40010707 40010707 89.29 0 43311027 43311027 96.66 (+)7.37 Total Shareholding of 0 40010707 40010707 89.29 0 43311027 43311027 96.66 (+)7.37 Promoter (A) = (A)(1) + (A)(2) B. Public Shareholding 1. Institutions (a) Mutual Funds 0 1538 1538 0.0034 0 1538 1538 0.0034 NIL (b) Banks/FIs 0 10254 10254 0.0229 0 10254 10254 0.0229 NIL (c) Central Government 0 0 0 0 0 0 0 0 NIL (d) State Government(s) 0 0 0 0 0 0 0 0 NIL (e) Venture Capital Funds 0 0 0 0 0 0 0 0 NIL (f) Insurance Companies 39746 622 40368 0.0901 39746 622 40368 0.0901 NIL (g) FIIs 0 1711 1711 0.0038 0 1711 1711 0.0038 NIL 28


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    STATUTORY REPORTS FINANCIAL STATEMENT Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change Shareholders (01.04.2017) (31.03.2018) during the Demat Physical Total % of Total Demat Physical Total % of Total year Shares Shares (h) Foreign Venture 0 0 0 0 0 0 0 0 NIL Capital Funds (i) Others (specify) 0 0 0 0 0 0 0 0 NIL Sub-total (B)(1):- 39746 14125 53871 0.1202 39746 14125 53871 0.1202 NIL 2. Non-Institutions (a) Bodies Corporate i) Indian 3302426 532066 3834492 8.56 3060 531112 534172 1.192 (-) 7.37 ii) Overseas 0 0 0 0 0 0 0 0 NIL (b) Individuals i) Individual 17245 762820 780065 1.741 20883 759182 780065 1.741 0.00 shareholders holding nominal share capital upto ` 1 lakh ii) Individual 0 125238 125238 0.28 0 125238 125238 0.28 NIL shareholders holding nominal share capital in excess of ` 1 lakh (c) Others: Non-Resident 0 3627 3627 0.0081 0 3627 3627 0.0081 NIL Individual Sub-total (B)(2):- 3319671 1423751 4743422 10.59 23943 1419159 1443102 3.22 (-) 7.37 Total Public 3359417 1433876 4797293 10.71 63689 1433284 1496973 3.34 (-) 7.37 Shareholding (B) = (B)(1) + (B)(2) (C) Shares held by 0 0 0 NA 0 0 0 NA NA Custodian for GDRs & ADRs Grand Total (A+B+C) 3359417 41448583 44808000 100.00 63689 44744311 44808000 100.00 NA ii. Shareholding of Promoters Sl. Shareholder’s Shareholding at the beginning of the year Cumulative Shareholding during % change No. Name (01.04.2017) the year in share- No. of % of Total % of Shares No. of % of Total % of Shares holding Shares Shares of the Pledged/encu- Shares Shares Pledged/encu- during the Company mbered to Total of the mbered to year Shares Company Total Shares 1 Xerox Limited 20423200 45.58 Nil 20423200 45.58 Nil Nil 2 XC Trading 17606706 39.29 Nil 17606706 39.29 Nil Nil Singapore Pte. Ltd. 3 Xerox Developing 1980801 4.42 Nil 1980801 4.42 Nil Nil Markets Ltd. 4 Xerox Investments Nil N.A. N.A. 3300320 7.37 Nil (+) 7.37 Europe B.V. 29


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    ANNUAL REPORT 2018 iii. Change in Promoters’ Shareholding (please specify, if there is no change): There is a change in promoter’s shareholding during FY 2017-18 on account of an purchase of an aggregate 33,00,320 (Thirty Three Lacs Three Hundred & Twenty) equity shares by Xerox Investments Europe B.V. (subsidiary of Xerox Corporation) from Modi Rubber Ltd, Superior Investment (India) Ltd., Swasth Investment Pvt. Ltd., and K.K. Modi Investment And Financial Services Pvt. Ltd., these selling entities were the shareholders of the Company. Sl. Particulars Shareholding at the Date Reason Cumulative Shareholding No. beginning of the year during the year (01.04.2017) No. of Shares % of Total No. of Shares % of Total Shares of the Shares of the Company Company 1. At the beginning of the year 40010707 89.29 (on 1st April 2017) 2. Date wise Increase / Decrease 13.11.2017 Purchased 3300320 7.37 in Promoters Shareholding from resident during the year specifying shareholders* the reasons for the increase/ decrease (e.g. allotment/ transfer/ bonus/sweat equity etc.): 3. At the end of the year 43311027 96.66 43311027 96.66 43311027 96.66 (on 31st March 2018) * Purchased an aggregate 3300320 equity shares on account of sale/transfer from Modi Rubber Limited (3137000 equity shares), Superior Investment (India) Ltd. (95000 equity shares), Swasth Investment Pvt. Ltd. (4160 equity shares) and K.K. Modi Investment And Financial Services Pvt. Ltd. (64160 equity shares) iv. Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. Name Remarks Date Shareholding at the beginning Cumulative Shareholding No. of the year (01.04.2017) during the year No. of % of Total Shares No. of % of Total Shares Shares of the Company Shares of the Company 1. Modi Rubber At the beginning 01.04.2017 3137000 7.00 Limited of the year At the end of 31.03.2018 0 N.A. the year 2. Damani Estates At the beginning 01.04.2017 344488 0.76 & Finance Pvt. of the year Ltd. At the end of 31.03.2018 344488 0.76 the year 3. Superior At the beginning 01.04.2017 95000 0.21 Investment of the year (India) Limited At the end of 31.03.2018 0 N.A. the year 4. Your Investment At the beginning 01.04.2017 95000 0.21 (India) Limited of the year At the end of 31.03.2018 95000 0.21 the year 5. Radhakishan S At the beginning 01.04.2017 75757 0.17 Damani of the year At the end of 31.03.2018 75757 0.17 the year 30


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    STATUTORY REPORTS FINANCIAL STATEMENT Sl. Name Remarks Date Shareholding at the beginning Cumulative Shareholding No. of the year (01.04.2017) during the year No. of % of Total Shares No. of % of Total Shares Shares of the Company Shares of the Company 6. K K Modi At the beginning 01.04.2017 64160 0.14 Investment of the year and Financial At the end of 31.03.2018 0 N.A. Services Pvt. the year Ltd. 7. Toplight At the beginning 01.04.2017 48179 0.11 Corporate of the year Management At the end of 31.03.2018 48179 0.11 Pvt. Ltd. the year 8. The Oriental At the beginning 01.04.2017 39746 0.09 Insurance of the year Company At the end of 31.03.2018 39746 0.09 Limited the year 9. Rakesh At the beginning 01.04.2017 33366 0.07 Jhunjhunwala of the year At the end of 31.03.2018 33366 0.07 the year 10. Vipul Priyakant At the beginning 01.04.2017 12468 0.027 Dalal of the year At the end of 31.03.2018 12468 0.027 the year 11. Ajay J. Doshi At the beginning 01.04.2017 12000 0.027 of the year At the end of 31.03.2018 12000 0.027 the year 12. Bright Star At the beginning 01.04.2017 11794 0.026 Investments Pvt. of the year Ltd. At the end of 31.03.2018 11794 0.026 the year 13. Shrikantadevi R At the beginning 01.04.2017 10246 0.023 Damani of the year At the end of 31.03.2018 10246 0.023 the year Notes: The details of shareholding, given above, is from 01-Apr-2017/the date of entering the Top 10 shareholders list till 31-Mar-2018 / the date of leaving Top 10 shareholders list. The above details are given as on 31st March, 2018. The Company is an unlisted company and 0.14% shareholding is in dematerialized form. Under the Depository system, the International Security Identification Number (ISIN) allotted to the Company’s shares is INE034E01013. The aforesaid holdings by top ten shareholders did not undergo any change except as mentioned above. The Company has not allotted/transferred or issued any bonus or sweat equity shares during the year under Report. v. Shareholding of Directors and Key Managerial Personnel Directors and Key Managerial Personnel of the Company do not have any shareholding in the Company. 31


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    ANNUAL REPORT 2018 V. Indebtedness The Company has not availed any loan during the year under review. Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans Unsecured Loans (Inter- Deposits Total Indebtedness excluding deposits corporate Deposits) Indebtedness at the beginning of the financial year i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) interest accrued but not due - - - - Total (i + ii + iii) - - - - Change in Indebtedness during the financial year • Addition - - - - • Reduction - - - - Net Change - - - - Indebtedness at the end of the financial year i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i + ii + iii) - - - - VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl.No. Particulars of the Remuneration Name of MD/WTD/Manager Total Amount Ashraf M.A. Elarman * Raj Kumar Rishi ** 1. Gross Salary: (a) Salary as per provisions contained 2,72,74,640 1,62,21,454 4,34,96,094 in Section 17(1) of the Income Tax Act, 1961 (b) Value of Perquisites u/s 17(2) of 1,60,84,173 Nil 1,60,84,173 Income Tax Act, 1961 (c) Profits in lieu of salary under section N.A. N.A. N.A. 17(3) of Income Tax Act, 1961 2. Stock Option N.A. N.A. N.A. 3. Sweat Equity N.A. N.A. N.A. 4. Commission N.A. N.A. N.A. - As % of profit - Others, specify 5. Others, please specify N.A. N.A. N.A. Total (A) 4,33,58,813 1,62,21,454 5,95,80,267 Ceiling as per the Act As per the applicable provisions of the Companies Act, 2013 and Rules made thereunder * For the period 1st April 2017 to 31st December 2017, i.e. till the date of cessation of the office as the Managing Director of the Company ** For the period commencing 15th December 2017 to 31st March 2018 in the capacity as the Managing Director of the Company. The amount includes one time joining bonus of ` 73,09,000/- and transitionary cost of ` 20,00,000/- 32


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    STATUTORY REPORTS FINANCIAL STATEMENT B. Remuneration to other directors: Sl. Particulars of the Name of Directors Total No. Remuneration Amount 1. Independent Directors Prakash Rishi Kant Kulathu Iyer Srivastava Fee for attending 1600000 1700000 3300000 Board/ Committee meetings Commission Nil Nil Nil Others, please specify Nil Nil Nil Total (1) 1600000 1700000 3300000 2. Other Non-Executive Rajat Ashraf Lisa Marie David Rodney Total Directors Kumar M.A. Oliver$ Brian Noonoo Amount # Jain* Elarman Dyas Fee for attending 600000 NA NA NA NA NA Board/ Committee meetings Commission Nil Nil Nil Nil Nil Nil Others, please specify Nil Nil Nil Nil Nil Nil Total (2) 600000 Nil Nil Nil Nil 600000 Total (B) (1+2) 1600000 1700000 600000 Nil Nil Nil Nil 3900000 Total Managerial 6,34,80,267 Remuneration Overall Ceiling as per the Act@ @ Fee for attending Board/Committee meetings is as per Section 197 of the Companies Act, 2013, as decided by the Board * Rajat Kumar Jain ceased to be the director of the Company effective 31st December 2017 # Ashraf M.A. Elarman is acting as a Non-Executive Director effective 1st January 2018 $ Lisa Marie Oliver has been inducted on Board effective 10th August 2017 C. Remuneration to key managerial personnel other than MD/Manager/WTD Sl. Particulars of the Remuneration Key Managerial Personnel No. CEO Company CFO Total Secretary N.A. Rajiv L. Jha Satpreet Singh 1. Gross Salary: (a) Salary as per provisions contained in Section 17(1) of 3343065 9780005 13123070 the Income Tax Act, 1961 (b) Value of Perquisites u/s 17(2) of Income Tax Act, 1961 8100 29700 37800 (c) Profits in lieu of salary under section 17(3) of Income 0 0 0 Tax Act, 1961 2. Stock Option N.A. N.A. N.A. 3. Sweat Equity N.A. N.A. N.A. 4. Commission - As % of profit N.A. N.A. N.A. - Others, specify N.A. N.A. N.A. 5. Others, please specify N.A. N.A. N.A. Total N.A. 3351165 9809705 13160870 VII. Penalties/Punishment/Compounding of Offences During the year under Report, there were no instance of any penalty/punishment/compounding of offences involving the Company, its Directors, and other officers in default under the provisions of the Companies Act, 2013. 33


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    ANNUAL REPORT 2018 Independent audItors’ report TO THE MEMBERS OF XEROX INDIA LIMITED Report on the Indian Accounting Standards (Ind AS) Financial Statements 1. We have audited the accompanying financial statements of Xerox India Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Ind AS Financial Statements 2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. 4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements. 7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements. Basis for Qualified Opinion 8. We draw your attention to Note 41(b), regarding the payment of remuneration to directors in excess of the limits specified in Schedule XIII to the Companies Act, 1956 during the year ended March 31, 2009, for which the Company had since sought clarification from the Central Government on the amount approved by it under sections 309 and 310 of the Companies Act, 1956 and has applied for approval of the excess remuneration of Rs 19.76 lacs. Pending receipt of any clarification/approval from the Central Government, the Company submitted a withdrawal letter with respect to the clarification/approval sought from the Central Government and during the year ended March 31, 2017 recovered the excess amount paid of Rs 19.76 lacs from the parent company on behalf of the concerned managerial personnel. However, on the basis of our understanding and evaluation of the matter, the excess remuneration paid to directors in the previous year ended March 31, 2009 could be in the range of Rs 76.59 lacs to Rs 96.59 lacs. Qualified Opinion 9. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and except for the indeterminate effects of 34


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    STATUTORY REPORTS FINANCIAL STATEMENT adjustments that may arise if the outcome of the matter described in the Basis of Qualified Opinion paragraph above is unfavorable and if the unapproved amounts lie within the range estimate mentioned therein, give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date. Emphasis of Matter 10. We draw attention to Note 42 (a) of the financial statements in respect of investigation proceedings by Directorate of Enforcement (ED) relating to “Cash and carry wholesale trading” activities undertaken by the Company during the period 2000 to 2003 and consequent non-compliance with the provision of Foreign Exchange Management Act, 1999 outcome of which cannot be reliably estimated pending disposal of the Company’s representation to Department of Industrial Policy and Promotion (DIPP). Our opinion is not qualified in respect of the aforesaid matter. Report on Other Legal and Regulatory Requirements 11. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order. 12. As required by Section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, except for the indeterminate effects of the matters referred to in the Basis for Qualified Opinion above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act. (e) On the basis of the written representations received from the directors as on March 31, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act. (f) The reservation relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above. (g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A. (h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us: i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its Ind AS financial statements – Refer Note 20 and Note 27; ii. The Company has made provision as at March 31, 2018, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018; and iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018. For Price Waterhouse & Co Bangalore LLP Firm Registration Number: 007567S/S-200012 Chartered Accountants Rahul Chattopadhyay Place : Gurugram Partner Date : July 23, 2018 Membership Number 096367 35


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    ANNUAL REPORT 2018 annexure a to Independent audItors’ report Referred to in paragraph 12(g) of the Independent Auditors’ Report of even date to the members of Xerox India Limited on the financial statements for the year ended March 31, 2018 Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act 1. We have audited the internal financial controls with reference to financial statements of Xerox India Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls 2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors’ Responsibility 3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. 4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements. Meaning of Internal Financial Controls with reference to financial statements 6. A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls with reference to financial statements 7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 36


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    STATUTORY REPORTS FINANCIAL STATEMENT Opinion 8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Price Waterhouse & Co Bangalore LLP Firm Registration Number: 007567S/S-200012 Chartered Accountants Rahul Chattopadhyay Place : Gurugram Partner Date : July 23, 2018 Membership Number 096367 n k ) B la f t ly Le ra t e l i b e ( De 37


  • Page 40

    ANNUAL REPORT 2018 annexure B to Independent audItors’ report Referred to in paragraph 11 of the Independent Auditor’ Report of even date to the members of Xerox India Limited on the financial statements for the year ended March 31, 2018 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. (c) The title deeds of immovable properties, as disclosed in Note 3 on fixed assets to the financial statements, are held in the name of the Company. Title deeds of leasehold land of Rs 17.56 Lacs and freehold land of Rs 6.49 Lacs, being assets held for sale, as disclosed in Note 3 to the financial statement are in possession of the transferee. Refer Note 43 to the financial statement. ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts. iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company. iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company. v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified. vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, service tax, professional tax, goods and service tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, duty of customs , value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise duty, value added tax as at March 31, 2018 which have not been deposited on account of a dispute, are as follows: Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which Forum where dispute is Dispute Demand protest the amount relates pending Income Tax Act, 1961 Income Tax 104.98* - 1995-96 Delhi High Court Income Tax Act, 1961 Income Tax 430.79 425.95 1997-98 ITAT Delhi Income Tax Act, 1961 Income Tax 8.63 8.63 1998-99 Assessing Officer Income Tax Act, 1961 Income Tax 307.15 139.39 2003-04 Assessing Officer Income Tax Act, 1961 Income Tax 46.83* - 2004-05 ITAT, Delhi ( Revenue Appeal) Income Tax Act, 1961 Income Tax 29.95 29.95 2005-06 ITAT Delhi Income Tax Act, 1961 Income Tax 1,849.94 1573.53# 2007-08 ITAT Delhi Income Tax Act, 1961 Income Tax 3,726.60 2,080.94 2008-09 ITAT Delhi 38


  • Page 41

    STATUTORY REPORTS FINANCIAL STATEMENT Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which Forum where dispute is Dispute Demand protest the amount relates pending Income Tax Act,1961 Income Tax 849.41 242.96 2009-10 ITAT Delhi Income Tax Act, 1961 Income Tax 184.59 - 2010-11 ITAT Delhi Income Tax Act, 1961 Income Tax 892.03 - 2011-12 ITAT Delhi Income Tax Act, 1961 Income Tax 20.56 - 2012-13 CIT(A) Central Excise Act, 1944 Excise Duty 3572.95* - Apr-02 to Nov-06 Supreme court Central Excise Act, 1944 Excise Duty 3050.14* 37.27 Apr-02 to Nov-06 Central Excise and Service Tax Appellate Tribunal & Supreme court Central Excise Act, 1944 Excise Duty 525.26 - Dec-06 to Dec-09 Commissioner of Central Excise, Meerut Central Excise Act, 1944 Excise Duty 13.20 - May-08 to Jan-09 Additional Commissioner Central Excise, Meerut Central Excise Act, 1944 Excise Duty 0.26 - Jan-10 to Mar-10 Assistant Commissioner of Central Excise, Gangapur- Rampur Central Excise Act, 1944 Excise Duty 5.11 - 1994-95 Central Excise and Service Tax Appellate Tribunal Central Excise Act, 1944 Excise Duty 435.42* - 26-May-1988 to High Court - Allahabad March 1998 Chapter V of Finance Service Tax 3265.95* # May 2006 to March Central Excise and Service Act,1994 2008 Tax Appellate Tribunal Chapter V of Finance Service Tax 5079.28* # April 2008 to Sep Central Excise and Service Act,1994 2011 Tax Appellate Tribunal Chapter V of Finance Service Tax 140.11 # August 2002 to Dec Central Excise and Service Act,1994 2005 Tax Appellate Tribunal Chapter V of Finance Service Tax 1629.99* 70.46# Oct-11 to Jun-12 Central Excise and Service Act,1994 Tax Appellate Tribunal Andhra Pradesh General Sales Tax 52.90 - 1999-00 and 2000- Hyderabad High Court Sales Tax Act,1957 01 Andhra Pradesh General Sales Tax 8.94 - 2004-05 Appellate Tribunal Sales Tax Act,1957 Andhra Pradesh General Sales Tax 10.22 11.25 Oct-2005 Appellate Deputy Sales Tax Act,1957 Commissioner Central Sales Tax Act, 1956 Sales Tax 196.89 - 1999-00 & 2000-01 Hyderabad High Court (Andhra Pradesh) Andhra Pradesh General Sales Tax 1.85 1.85 2016-17 Assessing Authority Sales Tax Act,1957 Haryana VAT Act, 2003 Sales Tax 1.17 - 2013-14 Jt. Excise and Taxation Commissioner (Appeals) 39


  • Page 42

    ANNUAL REPORT 2018 Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which Forum where dispute is Dispute Demand protest the amount relates pending Haryana CST Act, 1956 Sales Tax 0.30 - 2013-14 Jt. Excise and Taxation Commissioner (Appeals) Bihar Finance Act, 1981 Sales Tax 11.77 - 1992-93 & 1993-94 Revision Application Filed with CCT Bihar Finance Act, 1981 Sales Tax 0.39 - 1994-95 DCCT Delhi Sales Tax Act, 1975 Sales Tax 13.59 - 2006-07 Additional Commissioner Delhi Sales Tax Act, 1975 Sales Tax 703.68 108.26 2008-09 Tax Tribunal Central Sales Tax Act, 1956 Sales Tax 231.79 - 2010-11 The Commissioner of VAT (Delhi) Tamilnadu General Sales Tax Sales Tax 9.48 5.42 2006-07 Joint Commissioner CT, Act, 1959 Chennai Central Sales Tax Act, 1956 Sales Tax 12.22 - 2007-08, 2008-09 & Assessing Authority (Tamil Nadu) 2009-10 Maharashtra VAT Act, 2002 Sales Tax 122.03 28.14 2011-12 Joint Commissioner of Sales Tax, (Appeal) Central Sales Tax Act, 1956 Sales Tax 0.93 0.66 2011-12 Joint Commissioner of Sales (Maharashtra) Tax, (Appeal) Maharashtra VAT Act, 2002 Sales Tax 298.49 20.00 2012-13 Joint Commissioner of Sales Tax, (Appeals) Maharashtra VAT Act, 2002 Sales Tax 141.55 7.00 2013-14 Joint Commissioner of Sales Tax, (Appeals) Kerala General Sales Tax Sales Tax 1.73 - 2008-09 Deputy Commissioner, Act, 1963 (Appeal Ernakulum) Central Sales Tax Act, 1956 Sales Tax 11.72 4.50 2008-09 DCCT, (Appeals) Ernakulam (Kerala) U.P Trade Tax Act, 1948 Sales Tax 5.54 5.54 2006-07 Tribunal U.P Trade Tax Act, 1950 Sales Tax 2.50 2.50 2013-14 ACCT Mobile Squad, Jalaun U.P Trade Tax Act, 1950 Sales Tax 0.21 0.21 2010-11 DCCT, Lucknow U.P Trade Tax Act, 1950 Sales Tax 0.39 - 2006-07 & Jan-08 DCCT, Rampur to Mar-08 U.P Trade Tax Act, 1950 Sales Tax 50.06 9.35 2009-10 to 2010-11 DCCT, Lucknow & 2013-14 U.P Entry tax Sales Tax 2.86 0.68 2009-10 & 2013-14 DCCT, Lucknow U.P Entry tax Sales Tax 1.52 - Apr-07 to Dec-07 & DCCT, Rampur Jan-08 to Mar-08 Central Sales Tax Act, 1956 Sales Tax 0.03 - Jan-08 to Mar-08 DCCT, Rampur (UP) Central Sales Tax Act, 1956 Sales Tax 390.04 165.44 2009-10, 2010-11 DCCT, Lucknow (UP) 40


  • Page 43

    STATUTORY REPORTS FINANCIAL STATEMENT Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which Forum where dispute is Dispute Demand protest the amount relates pending U.P Trade Tax Act, 1950 Sales Tax 9.43 6.81 2016-17 DCCT, Lucknow Rajasthan VAT Tax Act, 2003 Sales Tax 1.41 1.41 1998-99 Assessing Authority Rajasthan VAT Tax Act, 2003 Sales Tax 1.53 1.53 1998-99 Rectification Application before Appellate authority Himachal Sales Tax Act Sales Tax 2.41 2.41 1998-99 Deputy commissioner Excise & Taxation, Parwanoo Note: The above exclude demands decided in favour of the Company, for which effect yet to be given by the relevant authorities. * Above includes demand decided in favour of the Company at the appellate authority stage for which the Department has preferred an appeal to the higher authorities. # Represents demands which has been granted full stay or are under interim stay by the Courts. viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company. ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company. x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management. xi. The Company has paid for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company. xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act. xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company. xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company. xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For Price Waterhouse & Co Bangalore LLP Firm Registration Number: 007567S/S-200012 Chartered Accountants Rahul Chattopadhyay Place : Gurugram Partner Date : July 23, 2018 Membership Number 096367 41


  • Page 44

    ANNUAL REPORT 2018 Balance Sheet as at March 31, 2018 [All figures in Rs. lacs, unless otherwise stated] Note No. As at As at As at March 31, 2018 March 31, 2017 April 1, 2016 Assets Non-current assets Property, plant and equipment 3 3,005.05 2,503.30 3,873.96 Capital work in progress 517.33 10.35 3.44 Investment property 5 4.15 4.15 4.15 Intangible assets 4 199.95 224.82 110.30 Financial assets ii. Loans 7 211.16 210.73 293.63 iii. Other financial assets 8 429.95 245.33 157.88 Deferred tax assets 9 3,206.12 3,280.68 3,146.41 Current tax assets 10 6,377.67 6,405.34 6,517.60 Other non-current assets 11 1,816.36 2,000.45 2,070.14 Assets classified as held for sale 43 24.05 24.05 24.05 Current assets Inventories 12 3,775.89 3,483.43 3,661.82 Financial assets i) Trade receivables 6 6,065.71 6,302.60 7,376.22 ii) Cash and bank balances 13 19,834.20 12,668.08 3,393.36 iii) Bank balances other than (ii) above 13 4.75 804.55 3,240.32 iv) Loans 14 - 25.95 25.52 v) Other financial assets 15 1,607.28 1,383.29 824.46 Other current assets 16 2,117.50 2,240.07 1,360.29 Total 49,197.12 41,817.17 36,083.55 Equity and Liabilities Equity 17 Equity share capital 4,480.80 4,480.80 4,480.80 Other Equity 17 Reserves and surplus 26,903.38 22,216.51 16,272.80 Other Reserves (9.16) 17.39 - Liabilities Non-current liabilities Financial liabilities 18 31.40 61.50 41.17 Other non current liabilities 19 2,250.82 2,256.43 2,321.30 Provisions 20 4,042.00 4,060.32 3,507.08 Deferred tax liabilities 9 247.89 - - Current liabilities Financial liabilities i. Trade payables 21 Total outstanding dues of micro enterprises 49.64 - - and small enterprises Total outstanding dues of creditors other than 7,013.89 4,018.12 5,238.53 micro enterprises and small enterprises ii. Other financial liabilities 22 1,615.25 1,454.02 1,519.39 Current tax liabilities 25 1,093.63 1,313.81 1,517.80 Other current liabilities 23 1,164.89 1,650.94 835.22 Current provisions 24 312.69 287.33 349.46 Total 49,197.12 41,817.17 36,083.55 The accompanying notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date. For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of directors Firm Registration No.: 007567S/S-200012 Chartered Accountants Raj Kumar Rishi Rodney Noonoo Satpreet Singh Managing Director Director Chief Financial Officer DIN: 07979575 DIN: 07690361 Rahul Chattopadhyay Mohit Kumar Rajiv L. Jha Partner Finance Controller Company Secretary & Membership Number: 096367 GM Legal Gurugram, India Gurugram, India July 23, 2018 July 23, 2018 42


  • Page 45

    STATUTORY REPORTS FINANCIAL STATEMENT Statement of Profit and Loss for the year ended March 31, 2018 [All figures in Rs. lacs, unless otherwise stated] Note Year ended Year ended No. March 31, 2018 March 31, 2017 Income Revenue from operations 29 54,742.38 52,296.85 Other income 30 1,460.84 1,021.47 - Total Revenue 56,203.22 53,318.32 Expenses Purchase of goods and services 31 31,948.43 28,461.78 Change in inventories of goods 32 (486.59) 310.61 Employee benefit expense 33 9,336.46 10,786.87 Finance costs 34 21.91 59.20 Depreciation and amortization expense 35 1,118.50 1,576.18 Other expenses 36 6,499.65 7,134.37 Total expenses 48,438.36 48,329.01 Profit before exceptional item and tax 7,764.86 4,989.31 Exceptional Item : Profit on transfer of business 26 - 3,437.14 Profit before tax 7,764.86 8,426.45 Tax expense Current tax 3,030.32 2,668.31 Prior years tax (52.83) (56.67) Deferred tax 262.43 (147.18) 3,239.92 2,464.46 Profit for the year 4,524.94 5,961.99 Other comprehensive income Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operation (26.55) 17.39 Items that will not be reclassified to profit or loss: Remeasurements of post-employment benefit obligations 173.42 37.35 Income tax relating to these items 60.02 12.93 Other comprehensive income for the year, net of tax 86.85 41.81 Total comprehensive income for the year 4,611.79 6,003.80 Earnings per equity share [Nominal value per share: Rs. 10 37 (March 31, 2017: Rs. 10)] Basic 10.29 13.40 Diluted 10.29 13.40 The accompanying notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date. For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of directors Firm Registration No.: 007567S/S-200012 Chartered Accountants Raj Kumar Rishi Rodney Noonoo Satpreet Singh Managing Director Director Chief Financial Officer DIN: 07979575 DIN: 07690361 Rahul Chattopadhyay Mohit Kumar Rajiv L. Jha Partner Finance Controller Company Secretary & Membership Number: 096367 GM Legal Gurugram, India Gurugram, India July 23, 2018 July 23, 2018 43


  • Page 46

    ANNUAL REPORT 2018 Statement of Change in Equity [All figures in Rs. lacs, unless otherwise stated] A. Equity Share Capital Notes As at April 1, 2016 4,480.80 Changes in equity share capital 17 - As at March 31, 2017 4,480.80 Changes in equity share capital 17 - As at March 31, 2018 4,480.80 B. Other Equity Particulars Reserves and surplus Other reserves Total Equity General Retained Share based Total Foreign currency Total reserve earnings payment reserve translation reserve Balance as at April 1, 2016 7,253.18 8,825.61 194.01 16,272.80 - 16,272.80 Profit for the year 6,003.80 6,003.80 - 6,003.80 Other comprehensive income (17.39) (17.39) 17.39 - Total comprehensive income for the - 5,986.41 - 5,986.41 17.39 6,003.80 year Share based payment expenses (42.70) (42.70) (42.70) Balance as at March 31, 2017 7,253.18 14,812.02 151.31 22,216.51 17.39 22,233.90 Profit for the year 4,611.79 4,611.79 4,611.79 Other comprehensive income 26.55 26.55 (26.55) - Total comprehensive income for the - 4,638.34 - 4,638.34 (26.55) 4,611.79 year Share based payment expenses 48.53 48.53 48.53 Balance as at March 31, 2018 7,253.18 19,450.36 199.84 26,903.38 (9.16) 26,894.22 Nature and purpose of general reserve: General reserves are the free reserves of the Company which are kept aside out of company’s profits to meet future obligations. No amount has been transferred to general reserve during the year ended March 31, 2018. Foreign currency translation reserve: Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off. The accompanying notes are an integral part of these financial statements. This is the statement of changes in equity referred to in our report of even date. For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of directors Firm Registration No.: 007567S/S-200012 Chartered Accountants Raj Kumar Rishi Rodney Noonoo Satpreet Singh Managing Director Director Chief Financial Officer DIN: 07979575 DIN: 07690361 Rahul Chattopadhyay Mohit Kumar Rajiv L. Jha Partner Finance Controller Company Secretary & Membership Number: 096367 GM Legal Gurugram, India Gurugram, India July 23, 2018 July 23, 2018 44


  • Page 47

    STATUTORY REPORTS FINANCIAL STATEMENT Statement of Cash Flows for the year ended March 31, 2018 [All figures in Rs. lacs, unless otherwise stated] Year ended Year ended March 31, 2018 March 31, 2017 A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 7,764.86 8,426.45 Adjustments for non-cash / non-operating items: Depreciation and amortization expense 1,118.50 1,576.18 Provision for doubtful advances 281.47 62.62 Finance cost 21.91 59.20 Interest income (764.77) (468.38) Employee share based payment expense 48.53 (42.70) Unwinding of discount on security deposits 16.60 20.99 Provision for obsolescence of Inventories 284.99 3.44 Other non cash adjustments 197.59 214.59 Unrealised foreign exchange loss (net) 86.84 43.25 Profit on transfer of Business - (3,437.14) Operating profit before working capital changes 9,056.52 6,458.50 (Increase) / Decrease in trade receivables & other financial assets 549.66 3,013.29 (Increase) / Decrease in inventory and other current assests (281.46) (665.22) Increase / (Decrease) in trade payables & other financial liabilities 3,121.55 (1,345.01) Increase / (Decrease) in other current liabilities & provisions (460.68) 818.50 (Increase) / Decrease in other non-current assets 184.09 69.69 Increase / (Decrease) in other non-current liabilities & provisions (166.12) 346.88 Cash generated from operations 12,003.56 8,696.63 Income tax paid including tax deducted at source (3,451.47) (2,784.16) Net cash generated from operating activities 8,552.09 5,912.47 B. Cash flows from investing activities Purchase of property, plant and equipment and intangible assets (2,170.30) (1,171.90) Proceeds from sale of property plant and equipment and intangible assets 53.39 4,209.50 Interest received 776.89 386.21 Net Cash from/ (used in) investing activities (1,340.02) 3,423.81 C. Cash flows from financing activities Finance cost (21.91) (59.20) Net Cash used in financing activities (21.91) (59.20) Net increase/(decrease) in cash & cash equivalents (A+B+C) 7,190.16 9,277.08 Effect of exchange differences on balance with banks in foreign currency (24.04) (2.36) Cash and cash equivalents at the beginning of the year 12,668.08 3,393.36 Cash and cash equivalents at the end of the year 19,834.20 12,668.08 Cash and cash equivalents comprise of: Cheques on hand - 551.96 Bank balances - EEFC Account 542.53 125.14 - In current accounts 2,704.86 1,505.98 - Demand deposits (less than 3 months maturity) 16,586.81 10,485.00 Total 19,834.20 12,668.08 The accompanying notes are an integral part of these financial statements. This is the cash flow statement referred to in our report of even date. For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of directors Firm Registration No.: 007567S/S-200012 Chartered Accountants Raj Kumar Rishi Rodney Noonoo Satpreet Singh Managing Director Director Chief Financial Officer DIN: 07979575 DIN: 07690361 Rahul Chattopadhyay Mohit Kumar Rajiv L. Jha Partner Finance Controller Company Secretary & Membership Number: 096367 GM Legal Gurugram, India Gurugram, India July 23, 2018 July 23, 2018 45


  • Page 48

    ANNUAL REPORT 2018 Notes to the Financial Statements [All figures in ` lacs, unless otherwise stated] 1. Company Information assumptions in conformity with the applicable accounting Xerox India Limited (‘the Company’) was incorporated in principles in India that affect the reported balances of assets India on December 29, 1995 and is engaged in the business and liabilities and disclosures relating to the contingent of trading of xerographic equipment, multifunction devices, liabilities as at the date of the financial statements and laser printers, systems, consumables, paper and providing reported amounts of income and expenses during the after-sales services of machines sold which include period. Example of such estimates include provisions for servicing, repairing, selling spare parts. The registered doubtful debts, employee retirement benefit plans, warranty, office of the Company is located at 5th Floor, Tower A, provision for taxes and the useful life of fixed assets. Vatika Business Park, Sohna Road, Gurugram, Haryana. These estimates can change from year to year and also the The Company is a Public Limited Company ultimately actual results could vary from the estimates. The changes controlled by Xerox Corporation, USA. in estimates are reflected in the financial statements in the The accompanying financial statements reflect the results period in which changes are made and if material, their of the activities undertaken by the Company during the year effects are disclosed in the notes to the financial statements. ended March 31, 2018. 2.4 Property, plant and equipment 2. Significant accounting policies An item is recognised as an asset, if and only if, it is probable 2.1 Basis of preparation of financial statements that the future economic benefits associated with the item will In accordance with the notification issued by the Ministry of flow to the Company and its cost can be measured reliably. Corporate Affairs (MCA), the Company has adopted Indian Property, plant and equipment are stated at acquisition cost Accounting Standards (referred to as Ind AS) notified under (including non-refundable duties and taxes), accumulated the Companies (Indian Accounting Standards) Rules, 2015 depreciation and accumulated impairment losses, if any. with effect from April 1, 2017. The financial statements Cost includes original cost of acquisition and includes comply in all material aspects with IND AS notified expenses incidental to such acquisition. Subsequent costs under section 133 or the Companies Act, 2013 (the Act) are included in the asset’s carrying amount or recognised [Companies ( Indian Accounting Standards) Rules, 2015] as a separate asset, as appropriate, only when it is probable and other relevant provisions of the Act. that future economic benefits associated with the item The financial statements up to the year ended March 31, will flow to the Company and the cost of the item can be 2017 were prepared in accordance with the accounting measured reliably. Freehold land is carried at historical cost. standards notified under Companies (Accounting Standard) Items of fixed assets that have been retired from active use Rules, 2006 (as amended) and other relevant provisions of and are held for disposal are stated at the lower of their this Act. These financial statements are the first financials net book value and net realisable value and are shown statements of the Company under Ind AS. Refer note 48 - separately in the financial statements under other non- for an explanation of how the transition from previous GAAP current Assets (refer note 3). to Ind AS has affected the Company’s financial position, financial performance and cash flows. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at All amounts disclosed in the financial statements and notes cost are recognised in the Statement of Profit and Loss. have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated. On transition to Ind AS, the Company has selected to continue with the carrying value of all of its property, plant 2.2 Basis of measurement and equipment recognised as at April 1, 2016 measured as The financial statements have been prepared on a historical per the previous GAAP and use that carrying value as the cost basis, except for the following: deemed cost of the property, plant and equipment. - Certain financial assets and liabilities (including 2.5 Intangible assets derivative instruments) is measured at fair value; Intangible assets includes software. Such intangibles are - Assets held for sale - measured at fair value less cost stated at acquisition cost, net of accumulated amortisation to sell; and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their - defined benefit plans - plan assets measured at fair estimated useful lives. value; On transition to Ind AS, the Company has selected to - share based payments continue with the carrying value of all of its intangible assets 2.3 Use of estimates recognised as at April 1, 2016 measured as per the previous The preparation of financial statements requires the GAAP and use that carrying value as the deemed cost of management of the Company to make estimates and the intangible assets. 46


  • Page 49

    STATUTORY REPORTS FINANCIAL STATEMENT Notes to the Financial Statements [All figures in ` lacs, unless otherwise stated] 2.6 Depreciation and amortisation costs of disposal and value in use. Non-financial assets that Depreciation is calculated using the straight-line method to suffered an impairment are reviewed for possible reversal allocate their cost, net of their residual values, over their of the impairment at the end of each reporting period. estimated useful life or in case of Leasehold improvements, For the purposes of assessing impairment, assets are over the shorter lease term. The Company has provided grouped at the lowest levels for which there are separately depreciation basis its useful life determined on technical identifiable cash inflows which are largely independent of evaluation which matches with the useful life as prescribed the cash inflows from other assets or groups of assets (cash in Schedule II of Companies Act 2013.The assets’ residual generating units). values and useful lives are reviewed, and adjusted if 2.9 Inventories appropriate, at the end of each reporting year. Inventories are stated at lower of cost and net realisable Estimated useful life of property, plant, equipment and value. The basis for determination of cost of various intangibles are as follows: categories of inventory is as follows: Assets Useful Lives (in years) Finished goods – Trade Weighted average Equipment given on operating lease 5 Components for sales and service of field Leasehold improvements Life of lease or 5 Machines Weighted average years, whichever Loose tools Weighted average is shorter Net realisable value is the estimated selling price in the Buildings 60 ordinary course of business less the estimated costs Furniture, fixtures and equipment 10 necessary to make the sale. Vehicles 8 Spare parts are consumed for rendering services or held as merchandise for sale hence considered as inventory. Office equipment 5 A provision for obsolescence on loose tools, components for Computers 3 sale and service of field machines held to support servicing Software 2-7 of discontinued/ obsolete/ dormant models is accrued at Depreciation on addition to fixed assets is provided on pro-rata their book value. The recoverability of all other inventories basis from the date of asset put to use. Depreciation on disposal is periodically reviewed and provision for obsolescence is from fixed assets is provided for up to the date of disposal. recorded for the difference between net realisable values and carrying value. 2.7 Investment property 2.10 Foreign currency transactions Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the (I) Functional and presentation currency Company, is classified as investment property. Investment Items included in the financial statements are measured property is measured initially at its cost, including related using the currency of the primary economic environment transaction costs and where applicable borrowing costs. in which the entity operates (‘the functional currency’). The Subsequent expenditure is capitalised to the asset’s carrying financial statements are presented in Indian rupee (INR), amount only when it is probable that future economic which is Company’s functional and presentation currency. benefits associated with the expenditure will flow to the (ii) Transactions and balances company and the cost of the item can be measured reliably. Foreign currency transactions are translated into the All other repairs and maintenance costs are expensed when functional currency using the exchange rates at the dates incurred. of the transactions. Foreign exchange gains and losses On transition to Ind AS, the Company has elected to continue resulting from the settlement of such transactions and with the carrying value of its investment property recognised from the translation of monetary assets and liabilities as at April 1, 2016 measured as per the previous GAAP and denominated in foreign currencies at year end exchange use that carrying value as the deemed cost of investment rates are generally recognised in profit or loss. property. (iii) Translation of foreign branch 2.8 Impairment of assets The results and financial position of foreign branch that Non-financial assets are tested for impairment whenever has a functional currency different from the presentation events or changes in circumstances indicate that the currency is translated into the presentation currency as carrying amount may not be recoverable. An impairment follows:- loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The - Assets and liabilities are translated at the closing rate recoverable amount is the higher of an asset’s fair value less at the date of that balance sheet 47


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    ANNUAL REPORT 2018 Notes to the Financial Statements [All figures in ` lacs, unless otherwise stated] - Income and expenses are translated at average user customer and the Company has no further obligations exchange rates (unless this is not a reasonable related to bringing about the resale, delivery or installation approximation of the cumulative effect of the rates of the product. prevailing on the transaction dates, in which case Distributors and resellers participate in various rebate, price- income and expenses are translated at the dates of protection, cooperative marketing and other programs, the transactions), and and the Company records provisions for these programs - All resulting exchange differences are recognised in as a reduction to revenue when the sales occur. Similarly, other comprehensive income. the Company account for estimates of sales returns and other allowances when the sales occur based on historical 2.11 Revenue recognition experience. Revenue is recognised to the extent that it is probable Software support services and business support services that the economic benefits will flow to the Company and are rendered to overseas affiliates of the Company. the revenue can be reliably measured, regardless of when Revenue from such contracts are recognised on cost plus the payment is being made. Revenue is measured at the margin in accordance with the terms of the agreement fair value of the consideration received or receivable and entered between the Company and these affiliates. is reduced for estimated customer credit notes and other similar allowances. Revenue from extended warranty: Revenue from extended warranty is recognised equally over the period of warranty. Equipment: Revenues from the sale of equipment, including those from sales-type leases, are recognized at the time Revenue from fixed price contracts: Where there is of sale or at the inception of the lease, as appropriate. For no uncertainty as to measurement or collectability of equipment sales that require the Company to install the consideration, revenue is recognised based upon the product at the customer location, revenue is recognized percentage of completion method. When there is uncertainty when the equipment has been delivered and installed at the about measurement or ultimate collectability, revenue customer location. Sales of customer installable products recognition is postponed until such uncertainty is resolved. are recognized upon shipment or receipt by the customer Cost and earning in excess of billing are classified as according to the customer’s shipping terms. unbilled revenue while billing in excess of cost and earnings are classified as deferred revenue. Maintenance services: Maintenance service revenues are derived primarily from maintenance contracts on the Government grants: Exports incentives under various equipment sold to customers and are recognized over the schemes have been recognised in accordance with the term of the contracts. A substantial number of products are terms of the scheme on accrual basis. sold with full service maintenance agreements for which the 2.12 Employee benefits customer typically pays variable amount based on usage Short-term obligations: plus a base service fee, if any. Liabilities for wages and salaries, including non-monetary Bundled lease arrangements: The Company sells products benefits that are expected to be settled wholly within 12 and services under bundled lease arrangements, which months after the end of the period in which the employees typically include equipment, service, supplies and financing render the related service are recognised in respect of components for which the customer pays a single negotiated employees’ services up to the end of the reporting period fixed minimum monthly payment for all elements over the and are measured at the amounts expected to be paid when contractual lease term. These arrangements also typically the liabilities are settled. The liabilities are presented as include an incremental, variable component for page current employee benefit obligations in the balance sheet. volumes in excess of contractual page volume minimums, Other long-term employee benefit obligations: which are often expressed in terms of price-per-page. Revenues under bundled arrangements are allocated using The liabilities for earned leave are not expected to be the residual method. settled wholly within 12 months after the end of the period in which the employees render the related service. They Sales to distributors and resellers: The Company uses are therefore measured as the present value of expected distributors and resellers to sell many of the Company future payments to be made in respect of services provided technology products, supplies and services to end-user by employees up to the end of the reporting period customers. The Company refer to distributor and reseller using the projected unit credit method. The benefits are network as Company’s two-tier distribution model. Sales discounted using the appropriate market yields at the end to distributors and resellers are generally recognized as of the reporting period that have terms approximating to revenue when products are sold to such distributors and the terms of the related obligation. Re-measurements as a resellers. However, revenue is only recognized when the result of experience adjustments and changes in actuarial distributor or reseller has economic substance, the sales assumptions are recognised in profit or loss. price is not contingent upon resale or payment by the end 48

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