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    KOT LE U == TABLE OF CONTENTS Corporate Information 1 Board's Report 3 A E EROS cy Notice ofAGM E Proxy Form 104


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    STATUTORY REPORTS | FINANCIAL STATEMENT Corporate Information BOARD OF DIREC TORS AUDITORS David Brian Dyas (Director) (DIN 07437186) Statutory Auditors Rodney Noonoo (Director) Price Waterhouse & Co Bangalore LLP (DIN 07690361) Chartered Accountants Prakash Kulathu Iyer (Independent Director) Secretarial Auditors (DIN 00529591) Ranjeet Pandey & Associates Company Secretaries Rishi Kant Srivastava (Independent Director) (DIN 06708853) Internal Auditors Ernst & Young LLP BOARD COMMIT TEES Audit Committee BANKERS Rodney Noonoo (Chairman) ICICI Bank Citibank NA Prakash Kulathu Iyer HDFC Bank Ltd. Rishi Kant Srivastava BNP Paribas State Bank of India Nomination and Remuneration Committee Bank of America State Bank of India (Bangladesh) David Brian Dyas (Chairman) Prakash Kulathu Iyer REGISTR ARS & SHARE TR ANSFER Rishi Kant Srivastava AGENTS MCS Share Transfer Agent limited Corporate Social Responsibility Committee F-65, Okhla Industrial Area, Phase I, Rodney Noonoo (Chairman) New Delhi – 110020 Rishi Kant Srivastava David Brian Dyas REGISTERED OFFICE 5th Floor, Block One, Stakeholders Relationship Committee Vatika Business Park, Sector 49, Rishi Kant Srivastava (Chairman) Sohna Road, Gurgaon – 122018 Haryana (India) Prakash Kulathu Iyer Tel.: +91-124-446 3000 Rodney Noonoo Fax: +91-124-446 3111 KEY MANAGERIAL PERSONNEL WEBSITE Satpreet Singh (Chief Financial Officer) www.xerox.com/india Investor Relations Email ID Rajiv L. Jha (Company Secretary & GM Legal) askus@xerox.com C O M P A N Y S E C R E TA R Y C O R P O R AT E I D E N T I T Y N U M B E R ( C I N ) Rajiv L. Jha U72200HR1995PLC049183 I N T E R N AT I O N A L S E C U R I T Y I D E N T I F I C AT I O N N U M B E R ( I S I N ) INE034E01013 1


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    Annual Report 2019 2


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    STATUTORY REPORTS | FINANCIAL STATEMENT Board’s Report To the Members of Xerox India Limited Your Directors have the pleasure in presenting the Twenty Third (23 rd) Annual Report of Xerox India Limited (“the Company”) along with the audited Financial Statements for the Financial Year ended 31st March 2019. F I N A N C I A L R E S U LT S Based on the IndAS Financial Statements (Rs. in Lacs) Particulars 31.03.2019 31.03.2018 Gross Revenue 61819.19 56,203.22 Profit Before Tax 3833.68 7764.86 Less: Current Tax 1567.07 3030.32 Prior years’ tax 101.49 (52.83) Deferred Tax (154.77) 262.43 Profit After Tax 2319.89 4524.94 Earning per share (par value of Rs. 10/- each) Basic 5.61 10.29 Diluted 5.61 10.29 The Company has posted a profit before tax of Rs. 3833.68 Lacs and a profit after tax of Rs. 2319.89 Lacs in the financial year under Report as against profit before tax of Rs. 7764.86 Lacs and profit after tax of Rs. 4524.94 Lacs in the previous year, thereby recording a decline of 50.63% and 48.73%, respectively, while the gross revenue posted in the year under report is Rs. 61819.19 Lacs as compared to the gross revenue of Rs. 56203.22 Lacs in the previous year, marginal increase of 10% (approx). RESERVES The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review. DIVIDEND Your Directors recommend a final dividend of Rs. 23.50 (Rupees Twenty Three & Paise Fifty) per equity share of Rs. 10/- each amounting/aggregating to Rs. 10529 Lacs for the financial year ended 31st March 2019, subject to approval of the members of the Company. The Company will pay the tax on dividend as per the provisions of the Income Tax Act, 1961. O P E R AT I O N S Xerox is a print technology and intelligent work solutions leader. Our experience and broad customer base gives us a unique perspective and understanding of the inner-workings of business, and our technology allows us to add intelligence to the development of solutions to connect the physical and digital worlds of work. We apply our expertise in imaging and printing, data analytics, and the development of secure and automated solutions to help our customers improve productivity and increase client satisfaction. Every day, our innovative technologies and intelligent work solutions – powered by Xerox ® – help people communicate and work better. In our core market, we compete with our traditional print technology and related services. Our primary offerings in this core environment span three main areas: Intelligent Workplace Services (formerly Global Document Outsourcing(GDO)/Managed Document Services (MDS), Workplace Solutions (formerly “Office”) and Production Solutions (formerly ‘Graphic Communications’). Our Intelligent Workplace Services offerings help customers, ranging from small businesses to global enterprises, optimize their printing and related document workflow and business processes. Our Workplace Solutions and Production Solutions offerings support the work processes of our customers by providing them with solutions built upon our broad portfolio of industry-leading printing and workflow offerings. We also have digital solutions and software assets to compete in adjacent Software and Services market. Our main offerings in this market are focused on industry-specific Digital Solutions, Personalization & Communication Software and Content Management Software. Our Industry Digital Solutions leverage our Connect Key software platform to enable integration of technology, software and services to securely design and manage the digitization and workflow of 3


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    Annual Report 2019 content for our clients. Our main products in this area are Digital Patient, Digital Insurer, Digital Retailer and Digital Citizen. Our Personalization Software and Content Management Software are products designed for security, cloud and digital enablement. Our main products in these areas are XMPie and DocuShare. Our XMPie offering is a robust personalization and communication software that can support the needs of omni-channel communications customers, giving them the bridge between print and digital, which is a critical element for that market. Our DocuShare enterprise content management offering provides a better way to manage paper and digital content from creation to retention to transformation. Capture, store and share documents either on-premise or by cloud while automating time-consuming, document-heavy processes like accounts payable, HR onboarding, contract management and mortgage processing. I N T E L L I G E N T W O R K P L A C E S E R V I C E S ( F O R M E R LY G L O B A L D O C U M E N T OUTSOURCING/MANAGED DOCUMENT SERVICES) Our Intelligent Workplace Services includes a continuum of solutions and services that helps our customers optimize their print and communications infrastructure, ensure the highest levels of security and productivity, and enable their digital business objectives. Our primary offerings in this area are Managed Print Services (MPS), a range of Industry Digital Solutions that leverage Workflow Automation, Personalization and Communication Software, Content Management Solutions, and Digitization Services. In our MPS business, we help companies assess and optimize their print infrastructure, secure and integrate their environment and automate and simplify their business processes. We provide the most comprehensive portfolio of MPS services in the industry and are recognized as an industry leader by major analyst firms including Gartner, IDC, Quocirca, InfoTrends and Forrester. Our MPS offering targets clients ranging from large, global enterprises to small and medium-sized businesses, including those served via our channel partners. Our Next Generation Xerox Partner Print Services (XPPS) is a comprehensive suite of services that allows channel partners to support their SMB customers with some of our best-in-class tools, processes, and workflow solutions developed by Xerox for large enterprises. Our Industry Digital Solutions leverage our ConnectKey software platform to enable integration of technology, software and services to securely design and manage the digitization and workflow of content; our main products in this area are Digital Patient, Digital Insurer, Digital Retailer and Digital Citizen. Our Personalization and Communications Software and our Content Management Solutions are products designed for security, cloud and digital enablement. Our main products in this area are XMPie and DocuShare. Our XMPie offering is a robust personalization and communication software for omni-channel communications customers, giving them the bridge between print and digital, which is a critical element for that market. XMPie offers a range of platform-enabled digital services that deliver relevant and timely communications focused on customer acquisition, onboarding or retention. Our DocuShare enterprise content management offering provides a better way to manage paper and digital content from creation to retention to transformation. Capture, store and share documents either on-premise or by cloud while automating time-consuming, document-heavy processes like accounts payable, HR onboarding, contract management and mortgage processing. In addition, we operate a network of centers that digitize and automate paper & digital workflows, enabling our customers to operate cost efficiently in a fully-digitized environment with speed, quality and 24x7 availability. WORKPL ACE SOLUT IONS Our Workplace Solutions area is made up of two strategic product groups, Entry and Mid-Range, which share common technology, manufacturing and product platforms. Workplace Solutions revenues include the sale of products and supplies, as well as the associated technical service and financing of those products. Entry comprises desktop monochrome and color printers and multifunction printers (MFPs) ranging from small personal devices to workgroup printers and MFPs that serve the needs of office workgroups. Entry products are sold to customers in all segments from SMB to enterprise, principally through a global network of reseller partners and service providers, as well as through our direct sales force. Mid-Range are larger devices that have more features and can handle higher print volumes and larger paper sizes than Entry devices. These products are sold through dedicated partners, our direct sales force, multi-branded channel partners and resellers. We offer a wide range of MFPs, copiers, digital printing presses and light production devices, and solutions that deliver flexibility and advanced features. Xerox launched a new entry level Monochrome A3 model catering to the 22ppm and 25ppm market. With the introduction of this model, we are now in a strong position to cater to the largest speed segment in the A3 market. With an aim to deliver new value 4


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    STATUTORY REPORTS | FINANCIAL STATEMENT for channel partners in the evolving business landscape, Xerox India also announced the launch of Xerox Global Partner Program - in India. The globally acclaimed program will help accredited partners expand into new sources of predictable and profitable revenue with award winning products, supplies, and solutions that are easy to sell and easy to use. P R O D U C T I O N S O L U T I O N S / G R A P H I C C O M M U N I C AT I O N Our Production Solutions are designed for customers in the graphic communications, in-plant and production print environments with high-volume printing requirements. These solutions enable full-color, on-demand printing of a wide range of applications, including variable data for personalized content and one-to-one marketing. Graphic Communications Solutions revenues include the sale of products, software and supplies, as well as the associated technical service and financing of those products. Our cut-sheet presses provide graphic communications and commercial printers with high speed, high-volume printing. They are ideal for publishing, transaction printing, print on demand and one-to-one marketing, offering the best in high speed, productivity and resolution and color. We are the worldwide leader in the cut-sheet color and monochrome production industry. The year also saw the launch of one of its marquee products namely the Xerox ® Iridesse ® Production Press that has redefined the scope of taking prints beyond standard CMYK. The Mono devices range from Light Production to High End cut sheet equipment capable of printing from 95 to 314 ppm. Our inkjet presses offer a broad range of roll fed, continuous feed printing technologies, including waterless inkjet and aqueous inkjet for vivid color, and toner-based flash fusing for black and white. Our portfolio spans a variety of print speeds, image quality, feeding, finishing and media options. We continue to develop and integrate our production inkjet business to bring the high-end capabilities of toner-based presses such as speed and inline color correction to the more price sensitive market of inkjet. Our Xerox ® FreeFlow ® portfolio of software offerings brings intelligent automation and integration to the processing of print jobs, from file preparation to final production, for a touchless workflow. It helps customers of all sizes address a wide range of business opportunities including automation, personalization and even electronic publishing. PA P E R Xerox sells variety of Xerox Branded copy, print and digital paper to customers for use in their document processing requirements. We are into both Commodity & Digital Paper along with Wide format rolls. Our strategy is to charge a premium over mill wholesale prices and offer better quality, which is adequate to cover our costs. We are also engaging newer sources of paper and relaunching brands as Colotech Digital range. Companies that provide paper to Xerox for resale must meet stringent requirements that cover all aspects of papermaking, from forest management to production of finished goods. The market for copy/ print paper is highly competitive and revenues are significantly impacted by pricing as well as availability. Whatever is the type of document and device – Copier, Printer, Production System, Wide Format machines there is a Xerox Paper to suit from great looking business proposals to everyday office prints, the Xerox range delivers results. Xerox digital colour papers are the benchmark for colour digital printing. They are designed for use in a wide range of dry toner colour printers and copiers of all make. Our Wide format rolls are able to produce exceptional images of all wide printing needs. We market and sell the products with all India Xerox Paper Partner Network which are present all across the country. We also have presence in many Government and Blue-Chip corporate customers where we are supplying the Xerox branded paper for years. CUSTOMER SERVICE Xerox has taken several initiatives over the last few years that have not only helped us enhance our service levels and drive better experience for our customers and partners but have also helped us to enhance our remote coverage. We have taken steps on retention of existing customers and also increase the usage of Xerox products. We take ongoing feedback from the customers through regular surveys and take actions to align our deliverables to best suit the customer requirements and we have seen continuous improvement on customer satisfaction levels. Xerox service represents a significant competitive advantage, we drive a culture of continuous learning of our technical team that is equipped with unique and world-class diagnostic tools and supported by seasoned technical specialist to further support our customers. We have also enhanced our footprint on e-learning platforms with special focus on the skill enhancement of our partner technical team through face-to-face trainings as well as the enhanced usage of Global Partner Program for online training. 5


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    Annual Report 2019 We continued on Service Modernisation including Auto Supplies Replenishment resulting in enhanced customer experience. In addition to that, we have ensured that the Customer Escalations and Queries are monitored through a work- flow for a timely closure. Further we have introduced Remote Solve program to enhance device uptime E N V I R O N M E N TA L S O C I A L G O V E R N A N C E ( E S G ) At our core is a deep and long-lasting commitment to ESG, a pledge to inspire and support our people, conduct business ethically across the value chain and preserve our planet. This commitment stems from the corporate values established over sixty years ago. We continue this legacy by turning investments in innovation into products and services that help our customers be more productive, profitable and sustainable. Driving efficiency in our business operations, smart investments in technologies that afford our customers added agility-personalization, automation and better workflow-as part of our customer-centric approach, will underpin our corporate social responsibility efforts. We do this in our own operations, as well as in workplaces, communities and cities around the world. We recognize the world’s challenges such as climate change and human rights and understand the role we play. We are constantly thinking about how we can simplify work, deliver more personalized experiences and improve productivity through new technologies. We strive to connect the physical and digital worlds without adversely affecting the environment, human health and safety. Our pledge to inspire and support our people, conduct business ethically and protect our planet remains at the core of everything we do. The Xerox 2018 Corporate Social Responsibility (CSR) Report, available at www.xerox.com, provides an overview of our progress for the year 2018 including these achievements on a global scale Xerox Supplies Recycling and E-Waste Management Program Together with our suppliers, customers and stakeholders, we strive to maintain the highest standards for preserving our environment and protecting and enhancing the health and safety of our employees and communities. As a responsible corporate citizen of India, we understand our responsibilities in protecting the environment and are striving for adhering to the country’s regulations for e-waste management. C O R P O R AT E S O C I A L R E S P O N S I B I L I T Y ( C S R ) Your Company has a Corporate Social Responsibility Committee of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules 2014, as amended from time to time and in force on the date of the Report. The brief outline of the Corporate Social Responsibility Policy of the Company, including overview of the programmes undertaken, the composition of the CSR Committee, average net profits of the Company for the last three financial years, prescribed CSR expenditure, and the details of the amount spent by the Company on CSR activities during the year under Report, have been disclosed in Annexure-I to this Report. As a socially responsible Corporate Citizen, Xerox India has endeavoured to contribute to inclusive growth by undertaking a range of initiatives to address key challenges related to sustainable development in the country. In conjunction with CSR partner organisations, we have launched and continued our initiatives in the areas of education, community health care, women empowerment and skill-building and environmental sustainability. Our Key CSR initiatives during FY 2018-19 include the following: WOMEN EMPOWERMENT & SKILL- BUILDING Our association with Samarpan Foundation continued to be aimed at assisting women to empower themselves. This empowerment not only creates the possibility of a better life for them, but also equips them to have confidence and individuality. Hence, the aim of this continued association is to encourage and enable women to look forward to a better quality of life, by giving them opportunities to learn a skill through which they can become financially independent. Our mission is to continue building up the following skills: • To impart intermediate skills training and specialisation in tailoring and stitching. • To ensure basic literacy for optimum utilisation of the skills imparted. • To enhance the confidence level of women beneficiaries via workshops and activities. • To encourage the financial independence of the women beneficiaries. C O M M U N I T Y H E A LT H C A R E In order to ensure delivery of quality healthcare including maternal, newborn, child health and nutrition services to the vulnerable segments of population living in urban slums of Delhi/NCR, we continued our partnership with Dr. A V Baliga Memorial Trust to 6


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    STATUTORY REPORTS | FINANCIAL STATEMENT implement a model of comprehensive (preventive, promotive and curative) service delivery through Life Line Clinics. The primary target groups of this project are women and children although the entire community will benefit. E D U C AT I O N & C R U C I A L L I F E S K I L L S During the year under review, we entered into a CSR partnership with Association for Blindness and Leprosy Eradication (ABLE Charities) under which we contributed for setting up of Non-formal Education Centers in the target communities of children of labourers and migrants living in slums, to cover the basic contents of the first 4-grades of the formal primary school curriculum with the objective to mainstream the children to the appropriate classes in the nearby Government/ formal school, to enroll drop- outs in formal education, to provide life-skill education, and to raise social and preventive health awareness among children and their parents. Under the same CSR objective, we partnered with Dr. A. V. Baliga Memorial Trust in another CSR project with the objective of conceptualising and implementing a model of enabling better employment and economic empowerment opportunity through vocational skill training in Printing Technology in the National Capital Region/Delhi. ENVIRONMENT Xerox India views environmental preservation as a vital aspect of its CSR strategy. Hence, efforts in conserving biodiversity and ecosystems as well as creating awareness of their role in a healthy society are the mainstay of our CSR focus. Xerox India has continued its partnership with WWF-India for conducting Eco-trails as an initiative where children not just learn but also enjoy their rendezvous with nature. Our experience of the Eco-trails conducted by WWF India in 2018-19 has reinforced our belief that children have an innate ability to bond and learn from the environment and if nurtured correctly, this can lead to sustainable thinking and ecological literacy. G R E E N I N I T I AT I V E S Electronic copies of the Annual Return 2018-19 and the Notice of the 23 rd Annual General Meeting of the Company are sent to all the members whose email addresses are registered with the Company/depository participant(s). For members, who have not registered their email addresses, physical copies are sent through the permitted mode. IT AND OTHER SUPPORT SERVICES Your Company continues to successfully provide information technology support services for various software applications, including their day-to-day maintenance, query resolution, and other support activities, including administration, configuration and test activities. During the year under Report, your company grew its revenue from its support export services. During the year under Report, software support services activity has been reduced which were being provided to Xerox Corporation. This has resulted into termination of lease of one of the facilities based at Gurugram. The lease agreement for the said property was non-cancellable till July 2021. As per the agreement, the Company was required to pay rent for the non-cancellable period if the agreement is terminated during the lock in period. Subsequent to March 31, 2019, the Company has entered into an agreement with the lessor and negotiated to reduce the non-cancellable period of 28 months to 11.5 months and accordingly, the Company has recognized an expense of Rs. 209.68 lacs, Rs. 10.07 lacs, Rs.51.77 lacs and Rs.123.64 lacs as Rent, Property tax, Maintenance and FA written off under the heading of Rent, Rates and Taxes, Repair and Maintenance - others and Fixed assets written off respectively in the financial statements for the year under review. The Company has also recognized Rs. 83.71 Lacs for Brokerage fee under the heading of Legal and Professional expenses. HUMAN RESOURCES DEVELOPMENT The Company has continuously aligned its structures to changing business needs. We strive to attract the best talent as well as promote internal talent to higher roles and responsibilities. The aggregate number of employees on-roll as on 31st March 2019 is 356 whereas there were 596 on-roll employees as on 31st March, 2018. Xerox’ focus is on providing an open work environment, fostering continuous improvement and learnings. The Company’s policies center around building a conducive work environment. The Company’s workforce policies, its various programs and initiatives, help the organization create an engaging culture. 7


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    Annual Report 2019 D I S C L O S U R E A S P E R S E X U A L H A R A S S M E N T O F W O M E N AT W O R K P L A C E ( P R E V E N T I O N , P R O H I B I T I O N A N D R E D R E S S A L ) A C T, 2 0 13 The Company has zero tolerance for sexual harassment in the workplace, and has a policy on the prevention, prohibition and redressal of sexual harassment in the workplace (“the Policy”) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Your Company has an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed of during the financial year 2018-19: No. of complaints received: Nil No. of complaints disposed of: Nil D I R E C T O R S ’ R E S P O N S I B I L I T Y S TAT E M E N T The financial statements for the FY 2018-19 have been prepared in accordance with Indian Accounting Standards (IndAS). The IndAS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective 1st April 2017, the Company has adopted all the IndAS Standards and the adoption was carried out in accordance with applicable transition guidelines. Based on the representations received from the management, the Board of Directors of your Company hereby declares and confirms the following statements in terms of Section 134(5) r/w Section 134(3)(c) of the Act: i. that in the preparation of the annual accounts for the financial year ended 31st March 2019, the applicable accounting standards had been followed alongwith proper explanation to material departures, if any; ii. that such accounting policies as mentioned in Note No. 2 of the Notes to Accounts of the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2019 and of the profit of the Company for the financial year ended on that date; iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, and that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the annual accounts have been prepared on a going concern basis; v. that the internal financial controls to be followed by the Company, were in place and that such internal financial controls are adequate and were operating effectively; and vi. that proper systems to ensure compliance with the provisions of all applicable laws was in place and that such systems were adequate and operating effectively. A N N U A L E VA L U AT I O N B Y T H E B O A R D O F I T S O W N P E R F O R M A N C E A N D T H AT O F ITS COMMIT TEES AND INDIVIDUAL DIREC TORS Your Company has a Policy on Performance Evaluation towards evaluating Board’s own performance and effectiveness as well as that of its committees and individual directors including independent directors. Accordingly, in terms of the requirements of the Act and pursuant to the aforesaid Policy, the performance evaluation exercise was carried out through a structured questionnaire covering various aspects, such as Board composition & quality, strategy and risk management, relation with the management, board meetings & procedures. Further, a separate exercise was carried out to evaluate the performance of individual Directors on laid down parameters such as attendance, contribution and independent judgement. The Directors carried out the aforesaid Performance Evaluation in a confidential manner by way of a structured questionnaire, and provided their feedback on a rating scale of 1 to 5. The results of the evaluation were shared with the Board, Chairman of the respective Committees and individual Directors. The directors were satisfied with the evaluation process. Based on the outcome of the evaluation, the Board and the Nomination & Remuneration Committee (in respective meetings held on 17th April 2019) have taken note of action plan to further improve the effectiveness and functioning of the Board and Committees. 8


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    STATUTORY REPORTS | FINANCIAL STATEMENT MEE T ING OF INDEPENDENT DIREC TORS In terms of Schedule IV to the Act and Rules thereunder, a separate meeting of the Independent Directors (“Annual ID meeting”) for the year 2019 was held on 17th April 2019, in which the independent directors, inter alia, discussed: • the performance of Non-Independent Directors and the Board as a whole; • the performance of the chairperson of various meetings taking into account the views of executive Directors and non- executive Directors; and • the quality, quantity and timeliness of flow of information between the Company management and the Board. The separate Annual ID meeting for the year 2018 was held on 19 th April 2018. DIREC TORS AND KE Y MANAGERIAL PERSONNEL Mr. Rodney Noonoo, Director, retire by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval. Ms. Lisa Marie Oliver had resigned from the directorship of the Company effective 1st May 2019. Further, effective 23 rd May 2019, Mr. Raj Kumar Rishi has resigned from the Managing Directorship/Directorship of the Company and thereby also ceased to be the Key Managerial Personnel of the Company. I N D E P E N D E N T D I R E C T O R S ’ D E C L A R AT I O N 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, they have confirmed that there has been no change in the circumstances which may affect their status as independent director during the year under report. The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act. MEETINGS OF BOARD AND BOARD COMMIT TEES 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 and Committees’ meetings. At these meetings, Directors can provide their inputs and guidance on various strategic and operational matters. The Board met Four (4) times during the Financial Year 2018-19 on 19 th April 2018, 23 rd July 2018, 19 th November 2018, and 6 th March 2019. The maximum interval between any two meetings did not exceed 120 days. AT T E N D A N C E O F D I R E C T O R S I N T H E A F O R E S A I D M E E T I N G S : Name of Director Category No. of No. of Attendance at Meetings Meetings the 22 nd AGM held attended (Y/N) Ashraf M.A. Elarman* Non-Executive Director 4 Nil N David Brian Dyas Non-Executive Director 4 2 N Prakash Kulathu Iyer Independent Director 4 4 N Rishi Kant Srivastava Independent Director 4 4 N Rodney Noonoo Non-Executive Director 4 1 Y Lisa Marie Oliver Non-Executive Director 4 1 N Raj Kumar Rishi Managing Director 4 4 Y th *Ashraf M. A. Elarman ceased to be a Director of the Company effective 4 December 2018) 9


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    Annual Report 2019 COMMIT TEES 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 The composition of the Audit Committee (including any changes therein, if any, during the year under Report) and the Meetings’ Details for FY 2018-19, held on 23 rd July 2018, 19 th November 2018, and 6 th March 2019, are as follows Name of Director Category No. of Meetings held No. of Meetings attended Rodney Noonoo Chairman of the Committee 3 1 Prakash Kulathu Iyer Member 3 3 Rishi Kant Srivastava Member 3 3 Nomination and Remuneration Committee The composition of the Nomination and Remuneration Committee (including any changes therein, if any, during the year under Report) and the Meetings’ Details for FY 2018-19, held on 19 th April 2018 and 6 th March 2019, are as follows: Name of Director Category No. of Meetings held No. of Meetings attended David Brian Dyas Chairman of the Committee 2 2 Prakash Kulathu Iyer Member 2 2 Rishi Kant Srivastava Member 2 2 Raj Kumar Rishi Permanent Invitee 2 2 Corporate Social Responsibility Committee The composition of the Corporate Social Responsibility Committee (including any changes therein, if any, during the year under Report) and the Meetings’ Details for FY 2018-19, held on 19 th April 2018, are as follows: Name of Director Category No. of Meetings held No. of Meetings attended Rodney Noonoo Chairman of the Committee 1 Nil Rishi Kant Srivastava Member 1 1 David Brian Dyas Member 1 1 Raj Kumar Rishi Member 1 1 Stakeholders Relationship Committee The composition of the Stakeholders Relationship Committee (including any changes therein, if any, during the year under Report) and the Meetings’ Details for FY 2018-19 * are as follows: Name of Director Category No. of Meetings held No. of Meetings attended Ashraf M.A. Elarman ** Member Nil N.A. Rishi Kant Srivastava Chairman of the Committee Nil N.A. Prakash Kulathu Iyer Member Nil N.A. Raj Kumar Rishi Member Nil N.A. * 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. ** Ceased to be a Member of the Committee on his cessation of directorship of the Company effective 4 th December 2018. P O L I C Y O F D I R E C T O R S ’ A P P O I N T M E N T A N D R E M U N E R AT I O N The Nomination and Remuneration Policy of the Company provides for Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, the independence of the director and other matters provided under section 178(3) of the Act. Further, information about the elements of the remuneration package of individual directors is provided in the extract of the Annual Return as provided under Section 92(3) of the Act, and is enclosed in Annexure-VII in the prescribed Form MGT-9, and forms part of this Report. 10


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    STATUTORY REPORTS | FINANCIAL STATEMENT BUSINESS E THICS AND CODE OF CONDUC T Your Company has continued to vigorously implement the Business Ethics and Code of Conduct policies with all its employees and its business partners / associates / service providers. The Company has ‘Zero tolerance’ for any violation of Business Ethics Policies and has a Business Ethics Board comprising of members of the Senior management team, which meets periodically to review the ethics program deployment and deals with ethics related issues. R E L AT I O N S H I P B E T W E E N D I R E C T O R S I N T E R - S E None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Act read with Rules thereunder. P E C U N I A R Y R E L AT I O N S H I P O R T R A N S A C T I O N S O F N O N - E X E C U T I V E D I R E C T O R S During the year under Report, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company other than as disclosed. VIGIL MECHANISM Your Company has the Board-approved Business Ethics & Vigil Mechanism Policy establishing a whistle blower/vigil mechanism for Directors and employees to report their genuine concerns to the designated authorities regarding any unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy, and provides safeguards against the victimization of individuals who avail of the mechanism. The Policy permits all the directors and employees to report any breach of policy directly to the Business Ethics & Compliance Office, or the Chairman of the Audit committee in exceptional cases (viz. serious fraud, cases threatening Company’s existence, embezzlement etc.). During the year under review, no employee was denied access to the Business Ethics & Compliance Office or to the Audit Committee. The Business Ethics and Vigil Mechanism Policy is available on the website of the Company (www.xerox.com/india). D I S C L O S U R E O F T H E N O M I N AT I O N & R E M U N E R AT I O N P O L I C Y The Company is having a Nomination and Remuneration Policy for the selection and appointment of Directors, Key Managerial Personnel and other senior management personnel, fixing their remuneration including criteria for determining qualifications, positive attributes, independence of a director and related matters as provided under the applicable provisions of the Act. The Nomination and Remuneration Policy is enclosed as Annexure – II. D E P O S I T S U N D E R T H E C O M P A N I E S A C T, 2 0 13 During the year under Report, your Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time), and as such, no amount on account of principal or interest on deposits was outstanding as on the date of the financial statement/ balance sheet. There are no unclaimed deposits as on 31st March 2019. PA R T IC U L A R S O F L OA N S , G UA R A N T E E S A N D I N V E S T M E N T S During the year under Report, your Company has not given any loan or provided any guarantee or made any investment within the meaning of Section 186 of the Companies Act, 2013. INTERNAL CONTROL Your Company has laid down standards, processes and structure which enable implementation of internal financial controls across the organization to ensure that the same are adequate and are operating effectively. Your Company has appointed Ernst & Young LLP to oversee and carry out the internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. Your Company has an Audit committee, the details of which have been provided elsewhere in this Report. The Audit Committee reviews internal audit reports submitted by the Internal Auditors. Suggestions for improvement (if any) in such audit reports are considered and the Audit committee follows up on corrective actions. The Audit committee also meets the Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems, and keeps the Board of Directors periodically informed of its major observations, if any. 11


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    Annual Report 2019 RISK MANAGEMENT Your Company has the Board-approved Policy for Risk Assessment & Management, wherein all potential material risks w.r.t. the Company are identified and assessed. Further, the risk management of the Company is overseen by the Audit Committee. M AT E R I A L C H A N G E S A N D C O M M I T M E N T S A F F E C T I N G T H E F I N A N C I A L P O SI T IO N O F T H E CO M PA N Y There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company till the date of this report except as disclosed in this Annual Report read with Financial Statements. REP O RT ING O F FR AU DS BY AU DI TO R S During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act. AUDITORS & AUDITORS’ REPORT Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Price Waterhouse & Co Bangalore LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 18 th Annual General meeting (AGM) of the Company held on 23 rd September, 2014 (as adjourned from 16 th September, 2014) till the conclusion of the 23 rd AGM to be held in the year 2019, subject to ratification of their appointment by the members at every AGM of the Company. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is no longer required to be ratified at every Annual General Meeting. Accordingly, the current Statutory Auditors of the Company (M/s Price Waterhouse & Co Bangalore LLP, Chartered Accountants) ceases to be the auditors of the Company on the conclusion of the ensuing 23rd Annual General Meeting. In view of that, your Board (based on the recommendation of the Audit Committee) has recommended the appointment of M/s MSKA & Associates, Chartered Accountants, as the new Auditors of the Company for a period of 5 (Five) years commencing from Financial Year 2019-20 to the shareholders of the Company in the ensuing 23 rd Annual General Meeting. M/s MSKA & Associates has already conveyed its consent for such appointment as Statutory Auditors and its eligibility thereof as required under First and Second Provisos of Section 139 read with Section 141 of the Act and applicable Rules thereunder. E X P L A N AT I O N O N A U D I T O R ’ S Q U A L I F I C AT I O N S There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report for financial year 2018-19, except w.r.t. excess managerial remuneration (though already recovered), and an Emphasis of Matter w.r.t. Proceedings by Directorate of Enforcement, the explanations thereon by your Directors are as follows: (A) With respect to the “Basis of Qualified Opinion” (appearing at Sl. Nos. 2, 3 read with Sl. No. 13(f) in the Auditors’ Report) for the year under Report, your Directors state that the said matter pertains to the financial year 2008-09 (i.e. 10 years old). In this regard, reference is made to Note No. 42(b) of the Notes to Financial Statements, which provides the relevant information and explanation to the qualification made by the Auditors. In addition, though the Company had already recovered the amount of excess remuneration in the financial year 2016-17 and the recovery thereof and requisite disclosure in the financial statements of the Company pertaining to the aforesaid financial year had been approved by the shareholders in the Annual General Meetings of the years 2017 and 2018, and the financial statements pertaining to these years were also submitted with the Registrar of Companies, the Board of Directors hereby provides/maintains the explanation to the Auditors’ qualification as under: The Auditors of the Company have stated that the excess remuneration paid to directors in the financial year ended March 31, 2009 could range from Rs. 76.59 lacs to Rs. 96.59 lacs by applying Section II of Part II of Schedule XIII to the erstwhile Companies Act, 1956, in computation of net profits for the financial year 2008-09. However, the Company is of the view and has been stating as follows: (a) The Auditors had considered payments by the Company under Voluntary Retirement Scheme (VRS) for its employees as “usual working charges” of the Company. As per the Auditors’ understanding, the Company did not have any “net profits” in accordance with Section 349 of the erstwhile Companies Act, 1956 (“Act”) for payment of remuneration to directors for the FY 2008-09. The Company has been disagreeing/disagrees with this view taken by the Auditors. 12


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    STATUTORY REPORTS | FINANCIAL STATEMENT Payments under the Voluntary Retirement Scheme (being in the nature of ex-gratia), as implemented by the Company during the FY 2008-09, were made by the Company voluntarily, of its own accord, over and above its legal obligations. The same cannot, therefore, constitute usual working charges of the Company. In accordance with Section 349(5)(c) of the Act, such payments (which are made voluntarily/ex-gratia by a company) are not required to be deducted while computing net profits under Section 349 of the Act for the purpose of managerial remuneration. The view taken by the Company is supported by independent legal opinion and by views expressed by authors in noted treatise(s) on the aforesaid Section, and general understanding of the provisions in the industry. (b) Due to the above reason, the Auditors appeared to have computed the excess managerial remuneration based on Section II of Part II of Schedule XIII to the Act. However, as per calculations of the Company, the Company earned net profits of Rs. 1,679.64 Lacs in the financial year 2008-09, as computed in accordance with Section 349 of the Companies Act, 1956 (on the basis that VRS payments, being in the nature of ex-gratia, are non-deductible expenses/ item and required to be added back in computation of such net profits), and excess managerial remuneration in this case, must therefore be computed based on Section I of Part II of Schedule XIII (as had been done by the Company and submitted with MCA earlier, i.e. Rs. 19.76 Lacs as amount of excess remuneration paid during financial year 2008-09) and not under Section II of Part II of Schedule XIII (as had been done by the Auditors) to the Act. In view of the aforesaid, with reference to Note No. 42(b) to the Financial Statements of the Company for the financial year under review: (a) our shareholders in the 20th Annual General Meeting (held on 27th September 2016) approved the recognising of the amount of such excess remuneration (amounting to Rs. 19.76 Lacs) as recoverable by the Company in the Audited Financial Statements of the Company for FY 2015-16; (b) your Company submitted the aforesaid approved Financial Statements with the Registrar of Companies; and (c) your Company, subsequently, submitted a letter with the Ministry of Corporate Affairs (MCA) withdrawing its earlier application seeking approval to the payment of aforesaid excess remuneration in order to enable itself to recover such amount of excess managerial remuneration (amounting to Rs. 19.76 Lacs). (C) Based on the aforesaid, during the financial year 2016-17: (i) your Company recovered Rs. 19.76 Lacs of excess managerial remuneration (pertaining to FY 2008-09) from its parent company on behalf of the concerned managerial personnel and disclosed the fact of such recovery in the audited financial statements for FY 2016-17 and Board’s Report thereon and as also reported by Auditors in the Audit Report for the FY 2016-17; (ii) such recovery was subsequently approved and adopted by the shareholders in the 21 st Annual General Meeting held on 28.09.2017; and (iii) necessary filing of the audited financial statements of FY 2016-17 was also done by the Company with the Registrar of Companies in October 2017. In light of the aforesaid, as far as your Company is concerned, the matters (of recognising excess managerial remuneration as recoverable in our financial statements and actual recovery thereof) stand closed as your Company does not have anything, as of now, which is pending compliance or pending any outcome. However, these explanations are statutorily required to be given by your Directors in view of the qualification/s being maintained by the Auditor in their Audit Report for the year under Report. (B) With respect to the “Emphasis of Matter” (appearing at Sl. No. 4 in the Auditors’ Report), for the year under Report, your Directors state that the said matter pertains to the years 2000-03. In this regard, reference is made to Note No. 44(a) of the Notes to Financial Statements, which provides the relevant information and explanation to the Emphasis of Matter made by the Auditors. S E C R E TA R I A L A U D I T O R ’ S R E P O R T As required under Section 204 of the Act and Rules made thereunder, the Board has appointed M/s Ranjeet Pandey & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2019-20. In terms of Section 204 of the Companies Act, 2013 and the Rules made there under, M/s Ranjeet Pandey & Associates, Practising Company Secretaries, had been appointed as the Secretarial Auditors of the Company for the financial year 2018-19. The Secretarial Auditor’s Report for the FY 2018-19 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as Annexure - III to this Report. The contents of the said report are self-explanatory and no further comments / explanations are called for. 13


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    Annual Report 2019 N O T E S T O T H E F I N A N C I A L S TAT E M E N T S All the Notes to the Financial Statement for the Financial Year under Report are self-explanatory and do not require any further comments/remarks from your Directors unless otherwise disclosed herein. D E TA I L S I N R E S P E C T O F A D E Q U A C Y O F I N T E R N A L F I N A N C I A L C O N T R O L S W I T H R E F E R E N C E T O T H E F I N A N C I A L S TAT E M E N T S The Company’s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Accordingly, the management has laid down internal financial controls to be followed by the Company in line with the guidance notes issued by the Institute of Chartered Accountants of India and such policies and procedures to be adopted by the Company for ensuring efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of financial information. The internal controls commensurate with the size, scale and complexity of your Company’s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements. S I G N I F I C A N T A N D M AT E R I A L O R D E R S P A S S E D B Y T H E R E G U L AT O R S O R C O U R T S I M P A C T I N G T H E G O I N G C O N C E R N S TAT U S There are no significant and material order(s) passed by any of the Regulators or courts or tribunals which could impact the going concern status of the company and its future operations. C O N S E R VAT I O N O F E N E R G Y, T E C H N O L O G Y A B S O R P T I O N A N D F O R E I G N E XCHANGE E ARNINGS AND OUTGO The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in Annexure-IV forming part of this Report. C O N T R A C T S O R A R R A N G E M E N T S W I T H R E L AT E D P A R T I E S All related party transactions that were entered into by your Company during the financial year under Report were at arms’ length basis and were in the ordinary course of the business of the Company, details of such transactions with Related Parties are provided under Note No. 39 in the accompanying financial statements. Accordingly, the requisite disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided under AOC-2 and set out in Annexure-V forming part of this Report. All the related party transactions are presented to the Audit Committee and the Board of Directors. The related party transactions entered into by the Company which were not in ordinary course of business, as aforesaid, were undertaken by the Company after obtaining the requisite approvals/ ratification of Audit Committee, Board of Directors, and shareholders of the Company, as the case may be. A statement of all the related party transactions is presented before the Audit committee and Board on a quarterly basis, specifying the nature and value of these transactions. Also, pursuant to the Ministry of Corporate Affairs’ (MCA) Notification dated 14 th December 2015, the Board of Directors of the Company (in its meeting held on 2nd March 2016) laid down the broad criteria for the Audit Committee towards granting omnibus approval to the related party transactions. Based on that, the Audit Committee (on 31st March 2018) had granted its omnibus approval to all the related party transactions for the FY 2018-19. PA R T IC U L A R S O F E M P L OY E E S The information required under Section 134 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time and as in force on the date of Report) and any other applicable provisions of the Companies Act, 2013 and rules made thereunder, in respect of employees of the Company, is provided in Annexure-VI forming part of this Report. Documents placed on the Website (www.xerox.com/india) The following documents are available on the Company’s website in compliance with the Act: • Business Ethics & Vigil Mechanism Policy for directors and employees to report genuine concerns as per proviso to section 177(10); 14


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    STATUTORY REPORTS | FINANCIAL STATEMENT • Terms and conditions of appointment of Independent Directors as per Schedule IV to the Act; • Business Ethics and Code of Conduct; • Policy under Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013; • Corporate Social Responsibility Policy; and • Nomination and Remuneration Policy S U B S I D I A R I E S / J O I N T V E N T U R E / A S S O C I AT E Your Company does not have any subsidiary/ joint venture/ associate company. S H A R E C A P I TA L Your Company has only one class of share viz. equity share with a face value of Rs. 10/- each. During the year under review, there is no change in the issued, subscribed and paid-up capital of your Company. The outstanding capital as on 31st March 2019 is Rs. 4480.80 Lacs comprising 4,48,08,000 equity shares of Rs. 10/- each. TRANSFER OF SHARES During the year under Report, one of the Holding Companies/Promoter Group entities of your Company namely Xerox Developing Markets Limited had transferred its shareholding (comprising 19,80,801 equity shares) in the Company to another Holding Company/Promoter Group entity namely Xerox Investments Europe B.V. The valuation was carried out on internationally accepted valuation methodologies as stipulated by the Reserve Bank of India. By this transaction, the present shareholding of M/s Xerox Investments Europe B.V. in your Company stands at 11.79% (comprising 52,81,121 equity shares) as on 31st March 2019. Further, as a result of this, there has been no change in the aggregate promoters’ shareholding in your Company and it still aggregates to 96.66% (comprising an aggregate 4,33,11,027 equity shares) as on 31st March 2019. E X TR AC T OF ANNUAL RE TURN In accordance with Section 134(3)(a) of the Act, an extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure-VII in the prescribed Form MGT-9 and forms part of this Report. The Annual Return (MGT-7) of the Company as required under the Companies Act, 2013, will be available on the website of the Company at www.xerox.com/india C O M P L I A N C E O F S E C R E TA R I A L S TA N D A R D S During the year under Report, the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, including any amendments/substitution thereof and as in force, have been duly followed by your Company. E V E N T S O C C U R R I N G A F T E R B A L A N C E S H E E T D AT E There were no significant event that occurred after the Balance Sheet Date. R E M O T E E - V O T I N G A N D B A L L O T V O T I N G AT A G M To enable the shareholders to vote on the resolutions proposed at the AGM, the Company has arranged for a remote e-voting facility. The Company has engaged NSDL to provide e-voting facility to all the members. Members whose names appear on the Register of Members as on 6 th September 2019, shall be eligible to participate in the e-voting. The facility for voting through ballot/polling slips will also be made available at the venue of the AGM and the members who have not cast their votes by remote e-voting can exercise their vote at the AGM. GENERAL 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. • Issue of shares (including sweat equity shares) to employees of the Company under any scheme. • The Company does not have any scheme of provision of money for the purchase of its own shares by employees. • No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. • No fraud has been reported by the Auditors to the Audit Committee or the Board. 15


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    Annual Report 2019 ACKNOWLEDGEMENTS Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to earn profits in the last 3 (Three) financial years including the financial year under report. Your Directors would also like to acknowledge the continued contribution and support by its ultimate parent entity namely Xerox Corporation, United States, to your Company in providing the latest equipments with technological improvements and marketing strategy inputs across all segments of the business in which it operates. This has enabled the Company to provide higher levels of consumer satisfaction through continuous improvement in existing products and introduction of new products (Iridesse) as well. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, alliances and channel partners, suppliers, banks and others associated with the Company. The Directors also take this opportunity to thank all the Shareholders, Government and Regulatory Authorities, for their continued support. C A U T I O N A R Y S TAT E M E N T Statements in the Annual Report, particularly those which relate to the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ. For and on behalf of Board of Directors Sd/- Sd/- DAVID B. DYAS RODNEY NOONOO Director Director (DIN 07437186) (DIN 07690361) Gurugram 16 th July 2019 n k ) t B la Le f te ly i b e ra De l ( 16


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    STATUTORY REPORTS | FINANCIAL STATEMENT 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/ind/en/i/ind_social_responsibility.pdf COMPOSIT ION OF CSR COMMIT TEE The Company has 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); and Mr. David B. Dyas, Non-executive Director (Member). F I N A N C I A L D E TA I L S As per Section 135 of the Companies Act, 2013, for the FY 2018-19, Company was required to spend Rs. 105.10 Lacs towards CSR activities and the Company’s spent on CSR activities amounted to Rs. 1,06,22,982/-*. The financial details as required under the provisions of the Companies Act, 2013 are as follows: Particulars Amount (in Rs.) 1. Average net profit of the company for last three financial years: Rs. 5255.24 Lacs 2. Prescribed CSR expenditure (two per cent of the amount as in item 1 above): Rs. 1,05,10,488/- 3. Details of CSR spent during the financial year 2018-19: (a) Total amount spend for the financial year : Rs. 1,06,22,982/- * (b) Amount unspent, if any: N.A. 17


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    Annual Report 2019 Manner in which the amount spent during the financial year is detailed below: (Amount in Rs.) (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or Sector in which Projects or Amount Amount spent Cumula- Amount spent: No. activity identified the Project is Programs outlay on the projects tive Direct or covered (1) Local Area (budget) or programs: expendi- through or other project or Sub-heads: ture implement- programme upto the ting authority (2) Specify the wise (1) Direct reporting State and expendi- period District ture on where project or project or program- programs mmes was (2) Overheads undertaken 1. Contribution made Contribution Kerala Chief 5,00,000/- Direct: 5,00,000/- Direct to the Kerala made to Kerala Minister’s 5,00,000/- contribution Chief Minister’s Chief Minister’s Distress to the Kerala Distress Relief Fund Distress Relief Fund Chief Minister’s (CMDRFKERAL) Relief Fund (CMDRFKERAL) Distress (CMDRFKERAL) Relief Fund (CMDRFKERAL) 2. Developing ensuring Delhi & NCR 5,50,125/- Direct: 5,50,125/- Through World awareness, environmental 5,50,125/- Wide Fund for appreciation & sustainability, (inclusive of Nature-India understanding ecological committed (WWF-India) among children of balance, liability of Rs. underprivileged protection of 2,75,062/-) schools about flora and fauna, environment thereby animal welfare, promoting ecological agro forestry, consciousness and conservation of responsibility towards natural resources environment through and maintaining interactive sessions quality of soil, air comprising of Nature and water Trails & Workshops 3. Imparting skill Promoting Delhi & NCR 10,50,140/- Direct: 10,50,140/- Through training to education, 10,50,140 Samarpan underprivileged including special (inclusive of Foundation women in tailoring education and committed and stitching and employment liability of Rs. their basic literacy, enhancing 5,25,070/-) thereby enhancing vocation skills their confidence level especially among and financial self- children, women, dependence elderly, and the differently abled and livelihood enhancement projects 18


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    STATUTORY REPORTS | FINANCIAL STATEMENT (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or Sector in which Projects or Amount Amount spent Cumula- Amount spent: No. activity identified the Project is Programs outlay on the projects tive Direct or covered (1) Local Area (budget) or programs: expendi- through or other project or Sub-heads: ture implement- programme upto the ting authority (2) Specify the wise (1) Direct reporting State and expendi- period District ture on where project or project or program- programs mmes was (2) Overheads undertaken 4. Making available Eradicating Delhi & NCR 14,99,960/- Direct: 14,99,960/- Through affordable health hunger, poverty 14,99,960 Dr. A.V. Baliga services to the and malnutrition, (inclusive of Memorial Trust underprivileged promoting committed women and children preventive liability of Rs. at their doorstep health care and 7,49,980/-) with community sanitation and sensitization to making available promote health safe drinking seeking behavior water thereby providing both preventive and curative healthcare services in the National Capital Region 5. Setting up of Non- Promoting Delhi & NCR 10,03,200/- Direct: 10,03,200/- Through formal Education education, 10,03,200/- Association Centers in the target including special (inclusive of for Blindness communities of education and committed and Leprosy children of labourers employment liability of Rs. Eradication and migrants living enhancing 5,01,600/-) (ABLE Charities) in slums, to cover the vocational skills basic contents of the especially among first 4-grades of the children, women, formal primary school elderly, and the curriculum; objective differently abled is to mainstream and livelihood the children to the enhancement appropriate classes projects in 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 19


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    Annual Report 2019 (1) (2) (3) (4) (5) (6) (7) (8) S. CSR Project or Sector in which Projects or Amount Amount spent Cumula- Amount spent: No. activity identified the Project is Programs outlay on the projects tive Direct or covered (1) Local Area (budget) or programs: expendi- through or other project or Sub-heads: ture implement- programme upto the ting authority (2) Specify the wise (1) Direct reporting State and expendi- period District ture on where project or project or program- programs mmes was (2) Overheads undertaken 6. Donation of Printers Promoting Delhi & NCR 10,54,753/- Direct: 10,54,753/- Through Dr. to NGOs and other education, 6,62,499/- (rounded- A. V. Baliga needy organisations including special off) Memorial Trust education and employment enhancing Direct: Through World vocation skills 1,98,620/- Wide Fund for especially among Nature-India children, women, (WWF-India) elderly, and the differently abled Direct: Through and livelihood 1,93,634/- Association enhancement for Blindness projects and Leprosy Eradication (ABLE Charities) 7. Enabling Better Promoting Delhi & NCR 45,00,000/- Direct: 45,00,000/- Through Dr. Employment education, 45,00,000/- A.V. Baliga and Economic including special (inclusive of Memorial Trust Empowerment education and committed Opportunity through employment liability of Vocational Skill enhancing Rs. 45,00,000/-) Training in Printing vocational skills Technology in the especially among National Capital children, women, Region/Delhi elderly, and the differently abled and livelihood enhancement projects 8. Contribution made to Contribution Prime Minister’s 4,50,000/- Direct: 4,50,000/- Direct the Prime Minister’s made to the National Relief 4,50,000/- contribution National Relief Fund Prime Minister’s Fund (PMNRF) to the Prime (PMNRF) National Relief Minister’s Fund (PMNRF) National Relief Fund * inclusive of (a) Rs. 65,51,712/- as amount committed/provided for under MoUs/Agreements entered into by the Company (during FY 2018-19) with aforesaid Agencies towards its ongoing CSR activities; & (b) Rs. 14,804/- towards contribution to Prime Minister National Relief Fund for FY 2017-18. 20


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    STATUTORY REPORTS | FINANCIAL STATEMENT 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. Sd/- Sd/- RAJ KUMAR RISHI RODNEY NOONOO Managing Director Chairman (CSR committee) Gurugram Uxbridge 17th April 2019 17th April 2019 n k ) t B la e f te l yL e ra e l i b ( D 21


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    Annual Report 2019 ANNEXURE-II Nomination and Remuneration Policy INTRODUC T ION: In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel’s (KMP’s) and employees of the Company based on skill, experience, industry standards and Company’s performance, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of prevailing provisions of the Companies Act, 2013, Nomination and Remuneration Policy (hereinafter referred to as the “Policy”) for Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors. Objective and purpose of the Policy: The objective and purpose of this policy are: • To lay down criteria and terms & conditions with regard to identifying person(s)who are qualified to become Directors (both Executive and Non-Executive) and persons who may be appointed in Senior management and Key Managerial positions and to determine their remuneration. • To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the sector engaged in the business of trading of Xerographic equipments. In addition to above, experience of concerned person(s) or contribution to achieve the Company’s objective will also be considered. • To carry out evaluation of the performance of Company’s Directors, as well as Key Managerial and Senior Management Personnel. • To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations and growth. • To retain, motivate and promote talent and to ensure long term sustainability of talented Managerial person(s) & employee(s) and create competitive advantage. Considering the aforesaid objective, future prospect and growth of the Company, this Policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 03 March, 2015. The key features of the Nomination & Remuneration Policy are as under: PA R T – A MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE The Committee shall: i) Formulate the criteria for determining qualifications, positive attributes and independence of a director. ii) Identify person(s) who are qualified and eligible to become Director (Executive, Non-Executive viz. Independent or Non- Independent) and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this Policy. iii) Recommend to the Board, appointment and removal of Director, KMP’s and Senior Management Personnel. PA R T – B POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP’s AND SENIOR MANAGEMENT Appointment criteria and qualifications: i) Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person(s) for appointment as Director, KMP’s or at Senior Management level and recommend to the Board his / her appointment. ii) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a 22


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    STATUTORY REPORTS | FINANCIAL STATEMENT person is sufficient / satisfactory for the concerned position in the best interest of the Company. iii) The Company shall not appoint or continue the employment of any person as Managing Director/Whole time Director who has attained the age of seventy years (70 years). Provided however that the term of the person holding such position may be extended beyond the age of seventy years (70 Years) with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. Term / Tenure: Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term. Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided however that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company. Evaluation of Performance: The Committee shall carry out evaluation of performance of every Director, KMP’s and Senior Management personnel at regular interval. Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013 & rules made thereunder or under any other applicable Act, rules and regulations or otherwise as the Committee and Board may think fit in the best interest of the Company, the Committee may recommend, to the Board with reasons recorded in writing, removal of any Director, KMP’s or Senior Management Personnel subject to the provisions and compliance of the applicable Act, rules and regulations made there under. Retirement: The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP’s, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the best interest and benefit of the Company. PA R T – C POLICY RELATING TO THE REMUNERATION FOR THE MANAGING DIRECTOR, WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL General: i) The remuneration / compensation / commission etc. to the Managing Director, Whole-time Director and KMP’s will be determined by the Committee and recommended to the Board for approval. However, the remuneration/ compensation / commission etc. to the Managing Director and Whole-time Director, shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. Appointment of Senior Management Personnel including their remuneration to be finalized by the Managing Director of the Company and in absence of MD, by CFO of the Company. ii) The remuneration and commission to be paid to the Managing Director and/or Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made there under. 23


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    Annual Report 2019 iii) Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managing Director and/or Whole-time Director subject to the provisions of the Companies Act, 2013 and rules & regulations made thereunder. Increments will be effective from the date as may be decided by the Board in line with recommendation of Committee. iv) Where any insurance is taken by the company on behalf of its Managing Director(s), Whole-time Director(s), Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided however that if such person is proved to be guilty, the premium paid towards such insurance policy shall be treated as part of the remuneration. v) Remuneration to Managing Director/Whole-time Director/ Executive Director, KMP’s and Senior Management Personnel: a) Fixed Remuneration/Salary/Compensation: Managing Director/ Whole-time Director / KMP’s shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F., pension scheme, medical expenses, other perquisites etc. shall be decided and approved by the Board on the recommendation of the Committee. Provided however Remuneration to Managing Director/ Whole time Director/ Executive Director shall be approved by the shareholders and Central Government, wherever required. Remuneration of Senior Management Personnel to be finalized by the Managing Director of the Company and in absence of MD, by CFO of the Company. b) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director and/or Managing Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government. c) Provisions for excess remuneration: If any Executive Director/ Managing Director/ Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. D) Remuneration to Non-Executive / Independent Director: Remuneration and commission: The remuneration / commission, if applicable, shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder. Sitting Fees: The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof as may be approved by the Board from time to time. Provided however that the amount of such fees shall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from 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. Stock Options: An independent Director shall not be entitled to any stock option of the Company. E) Stock Option Stock options in the form of ESOP/ESOS may be given by the Company to the Directors/ KMPs and/or other employees of the Company as per scheme framed by the Company from time to time in terms with provisions of Section 62, Section 149 and all other applicable provisions, if any, of the Companies Act, 2013 and Articles of Association of the Company. Provided however that Independent Directors shall not be eligible to participate in ESOP scheme of the Company. For more details on Company’s Nomination and Remuneration policy, visit https://www.xerox.com/downloads/ind/en/i/ind_ social_responsibility.pdf 24


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    STATUTORY REPORTS | FINANCIAL STATEMENT ANNEXURE-III SECRETARIAL AUDIT REPORT For the financial year ended on 31st March, 2019 [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 The Members, Xerox India Limited, 5 th Floor, Block One, Vatika Business Park, Sector- 49, Sohna Road, Gurgaon-122018, Haryana We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by “Xerox India Limited” (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of Xerox India Limited’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives, during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2019, according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made there under; ii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under; iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment; iv) The Legal Metrology Act, 2009 and rules made thereunder (specifically applicable legislation to the Company, being engaged in the business of trading of xerographic equipment, multifunction devices etc.) We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. Further, during the audit period under review: 1. The Company has carried out related party transactions in the ordinary course of business and at arms’ length price with the appropriate approvals and disclosures to the extent applicable. We further report that:- The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors (including woman director) and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice has been given to all directors to schedule the Board Meetings including committee meetings during the financial year under review, agenda and detailed notes on agenda were sent within prescribed timeline, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Based on the verification of the records and minutes, we report that all the decisions are carried unanimously. The members of the Board have not expressed dissenting views on any of the agenda items during the financial year under review. 25


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    Annual Report 2019 We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Company has not carried out any specific events/action having a major bearing on the Company’s affair in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above. FOR RANJEET PANDEY & ASSOCIATES COMPANY SECRETARIES Sd/- Place: NEW DELHI CS RANJEET PANDEY 16/July/2019 FCS- 5922, CP No.- 6087 This report is to be read with our letter of even date which is annexed as Annexure-I and forms an integral part of this report. Annexure-I To The Members, Xerox India Limited, 5 th 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 16/July/2019 FCS- 5922, CP No.- 6087 26


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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. C O N S E R VAT I O N O F E N E R G Y a. The operations of the Company, being IT related, require normal consumption of electricity. b. Disclosure of particulars with respect to conservation of energy Your 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 under its CSR programme, etc. in the Board’s Report. Additionally, during the year under Report, following are the steps taken by your company w.r.t. energy conservation at its Gurgaon (Haryana) office/s: • During Dec’18, we have replaced lights of one of the floors from CFL to LED lights, from 85 lights (36 Watts) to 40 lights (18 Watts). Yearly cost saved INR 92,000/- (approx.) • Recently, your Company has replaced two 4 Ton ACs of server room with 5 star rating ACs. This will also save cost for us going forward. • Your Company has also stopped usage of plastic glasses. 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: Two 5 Star ACs amounting to Rs. 67,500/- B. TECHNOLOGY ABSORPT ION Disclosure of particulars with respect to Technology Absorption is covered under “Environmental Social Governance” in the Board’s Report (to the extent applicable). C. FOREIGN E XCHANGE E ARNINGS AND OUTGO Foreign exchange earnings and outgo during the year under review were Rs. 9105.93 Lacs (previous year Rs. 11,578.69 Lacs) and Rs. 1623.81 Lacs (previous year Rs. 2442.95 lacs), respectively. n k ) t B la Le f te ly i b e ra De l ( 27


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    Annual Report 2019 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 relationship entity having common ultimate parent/holding company 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) sharing of office space with XTSI at 6 th Floor, Block One, Vatika Business Park, Sector 49, Sohna Road, Gurgaon, Haryana, vide “Permission to use office space” dated 2nd May 2017 (as extended and in force). 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 transactions including the value, if any “Permission to 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 Sd/- Sd/- David Brian Dyas Rodney Noonoo Director Director (DIN 07437186) (DIN 07690361) Gurugram 16 th July 2019 28


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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, 2019 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 Rs.) Employment & Designation 1. Raj Kumar Rishi Managing Director BE 30 2,18,16,504/- HP Inc 2. Deepika Chaudhry Executive Director-Legal LLB, B.Sc 28 1,70,94,565/- Microsoft India 3. Satpreet Singh Chief Financial Officer CA, B.Com 22 1,52,70,031/- Verifone India Sales Pvt. Ltd. 4. Kazunaga Tanaka General Manager- Graduate 19 1,44,89,578/- Fuji Xerox Co. Ltd. Business Development (Japanese Accounts) 5. Kanchan Chehal Executive Director-HR, BA, PGDBM 22 1,37,12,522/- GAP Inc Asia Pacific 6. Anurag Gupta Director-Customer B.Sc. 35 1,14,61,113/- Tata Teleservices Service Operations Ltd. 7. Ritesh Gandotra Director-GDO Sales Exec. 22 1,01,92,610/- IBM India Pvt. Ltd. Masters in International Business, B.Tech. 8. Maruthi Srinivas Program Manager-A4 BE (Elec. & 27 90,52,583/- Hewlett Packard Badam Comm.) India Sales Pvt. Ltd 9. Shankaracharya Laskar Director-Marketing & Mid PGDM- 18 88,32,666/- Hewlett Packard Markets Marketing India Sales Pvt. Ltd 10. Aditya Sawant Associate Director-GDO BE (Elec.& 20 78,49,873/- Ericsson India Pvt. Operations Telecomm.) Ltd Employees employed throughout the financial year 2018-19 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 Qualifica- Date of Age Last No. Employee/ received Employment tions and commence- (in employment Director (in Rs.) (whether Experience ment of years) held before contractual (in years) Employment joining the or with the Company permanent) Company 1 Raj Kumar Rishi Managing 2,18,16,504/- Permanent BE; 15-12-2017 54 HP Inc Director (30 years) 2 Deepika Executive 1,70,94,565/- Permanent LLB, B.Sc; (28 22-07-2013 53 Microsoft Chaudhry Director - Legal years) India 3 Satpreet Singh Chief Financial 1,52,70,031/- Permanent CA, B.Com; 06-03-2012 49 Verifone Officer (22 years) India Sales Pvt. Ltd. 29


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    Annual Report 2019 Sl. Name of the Designation Remuneration Nature of Qualifica- Date of Age Last No. Employee/ received Employment tions and commence- (in employment Director (in Rs.) (whether Experience ment of years) held before contractual (in years) Employment joining the or with the Company permanent) Company 4 Kazunaga General 1,44,89,578/- Permanent BBA 26-02-2018 42 Fuji Xerox Co. Tanaka Manager- (19 years) Ltd. Business Development (Japanese Accounts) 5 Kanchan Executive 1,37,12,522/- Permanent BA, PGDBM; 24-11-2014 44 GAP Inc. Chehal Director (22 years) - Human Resources, Asia Pacific 6 Anurag Gupta Director – 1,14,61,113/- Permanent B.Sc. 25-01-2005 53 Tata Customer (35 years) Teleservices- Service Customer Operations Support Manager Employees employed for part of the financial year 2018-19 who were in receipt of a remuneration for any part of the financial year 2018-19, at a rate which, in the aggregate, was not less than Rs. 8,50,000/- per month: Sl. Name of the Designation Remuneration Nature of Qualifica- Date of Age Last No. Employee/ received Employment tions and commence- (in employment Director (in Rs.) (whether Experience ment of years) held before contractual (in years) Employment joining the or with the Company permanent) Company 1 Balaji Executive 1,89,50,509 Permanent DEE, MBA 01-11-1983 55 Indian Rajagopalan* Director - (Mktg. Reprographic Technology & & Intl. Systems (P) Channels Business); Ltd. (36 years) *Date of cessation of employment: 15.10.2018 30


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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. R E G I S T R AT I O N A N D O T H E R D E TA I L S : i) CIN - U72200HR1995PLC049183 ii) Registration Date - 29 th 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: +91 124 446 3000 | Fax: +91 124 446 3111 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. P R I N C I PA L B U SI N E SS AC T I V I T I E S O F T H E CO M PA N Y 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 Turnover No. Product/Service of the Company 1. Trading in Xerographic Equipments & its Consumables, Multi- 46591, 82191, Function Devices, Laser Printers, Paper; and Provision of After Sales 82199, 33129, Services therefor under the following Segments contributing 10% 17093 or more of the total turnover of the Company for the financial year under Report: (a) Global Document Outsourcing 19.46 (b) Office 22.31 (c) Graphic Communications 34.47 (d) Other Support Services 10.72 31


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    Annual Report 2019 I I I . P A R T I C U L A R S O F H O L D I N G , S U B S I D I A R Y A N D A S S O C I AT E C O M P A N I E S Sl. Name and address of the CIN/GLN Holding/ % of Shares Applicable Section No. company Subsidiary/ held Associate 1. Xerox Corporation Not Applicable Holding Nil 2(46) & 2(69) r/w 201 Merritt 7, Norwalk, Connecticut 2(87) of Companies 06851 United States Act, 2013 2. Xerox limited, UK Not Applicable Holding 45.58% 2(46) & 2(69) r/w Bridgehouse, Oxford Road, 2(87) of Companies Uxbridge, Middlesex UB8 1HS Act, 2013 3. XC Trading Singapore Pte. Ltd. Not Applicable Holding 39.29% 2(46) & 2(69) r/w 80, Anson Road, 2(87) of Companies Singapore Act, 2013 4. Xerox Investments Europe B.V. Not Applicable Holding 11.79% 2(46) & 2(69) r/w De Corridor 5, Breukelen, 3621 ZA, 2(87) of Companies The Netherlands Act, 2013 I V. S H A R E H O L D I N G P AT T E R N ( E Q U I T Y S H A R E C A P I TA L B R E A K – U P A S P E R C E N TA G E O F T O TA L E Q U I T Y ) i. Category-wise shareholding Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change Shareholders year (01.04.2018) (31.03.2019) during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares A. Promoters (1) Indian Individual/ HUF 0 0 0 NA 0 0 0 NA NA Central Government 0 0 0 NA 0 0 0 NA NA State Government(s) 0 0 0 NA 0 0 0 NA NA Bodies Corporate(s) 0 0 0 NA 0 0 0 NA NA Banks/FIs 0 0 0 NA 0 0 0 NA NA 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 NRIs-Individuals 0 0 0 NA 0 0 0 NA NA Other-Individuals 0 0 0 NA 0 0 0 NA NA Bodies Corporate(s) 0 43311027 43311027 96.66 0 43311027 43311027 96.66 N.A. Banks/FIs 0 0 0 NA 0 0 0 NA NA Any Other 0 0 0 NA 0 0 0 NA NA Sub-total (A)(2):- 0 43311027 43311027 96.66 0 43311027 43311027 96.66 N.A. Total Shareholding of 0 43311027 43311027 96.66 0 43311027 43311027 96.66 N.A. Promoter (A) = (A)(1) + (A)(2) 32


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    STATUTORY REPORTS | FINANCIAL STATEMENT Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change Shareholders year (01.04.2018) (31.03.2019) during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares 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 0 0 0 0 0 0 0 0 NIL Government (d) State 0 0 0 0 0 0 0 0 NIL Government(s) (e) Venture Capital 0 0 0 0 0 0 0 0 NIL Funds (f) Insurance 39746 622 40368 0.0901 39746 622 40368 0.0901 NIL Companies (g) FIIs 0 1711 1711 0.0038 0 1711 1711 0.0038 NIL (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 3060 531112 534172 1.192 11067 532066 543133 1.212 (+) 0.02 ii) Overseas 0 0 0 0 0 0 0 0 NIL (b) Individuals i) Individual 20883 759182 780065 1.741 47179 705046 752225 1.68 (-) 0.061 shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual 0 125238 125238 0.28 12433 131369 143802 0.32 (+) 0.04 shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Others: Non-Resident 0 3627 3627 0.0081 439 3503 3942 0.009 (+)0.0007 Individual 33


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    Annual Report 2019 Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change Shareholders year (01.04.2018) (31.03.2019) during Demat Physical Total % of Total Demat Physical Total % of Total the year Shares Shares Sub-total (B)(2):- 23943 1419159 1443102 3.22 71118 1371984 1443102 3.22 NIL Total Public 63689 1433284 1496973 3.34 10864 1386109 1496973 3.34 NIL 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) 63689 44744311 44808000 100.00 110864 44697136 44808000 100.00 ii. Shareholding of Promoters Sl. Shareholder’s Shareholding at the beginning of Cumulative Shareholding during the % change No. Name the year (01.04.2018) year in No. of % of Total % of Shares No. of % of Total % of Shares share- Shares Shares of Pledged/ Shares Shares of Pledged/ holding the encumbered the encumbered to during Company to Total Company Total Shares the year 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 Nil Nil Nil (-) 4.42 Markets Ltd. 4. Xerox Investments 3300320 7.37% Nil 5281121 11.79 Nil (+) 4.42 Europe B.V. iii. Change in Promoters’ Shareholding (please specify, if there is no change): There is a change in promoters’ shareholding during FY 2018-19 on account of an inter se transfer of 19,80,801 (Nineteen Lacs Eighty Thousand Eight Hundred & One only) equity shares from Xerox Developing Markets Ltd. to Xerox Investments Europe B.V. However, there was no change in the aggregate shareholding of the promoters in your Company during the year under Report. Sl. Particulars Shareholding at the beginning Cumulative Shareholding during No. of the year (01.04.2018) the year No. of % of Total Shares No. of % of Total Shares of Shares of the Company Shares the Company 1. At the beginning of the year 43311027 96.66 2. Date wise Increase / Decrease in N.A. N.A. N.A. N.A. Promoters Shareholding during the year specifying the reasons for the increase/ decrease (e.g. allotment/ transfer/bonus/sweat equity etc.): 3. At the end of the year 43311027 96.66 34


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    STATUTORY REPORTS | FINANCIAL STATEMENT iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. Name Remarks Date Shareholding at the Cumulative No. beginning of the year Shareholding during (01.04.2018) the year No. of % of Total No. of % of Total Shares Shares of the Shares Shares of the Company Company 1. Damani Estates & At the beginning of 01.04.2018 344488 0.76 Finance Pvt. Ltd. the year At the end of the year 31.03.2019 344488 0.76 2. Your Investment At the beginning of 01.04.2018 95000 0.21 (India) Limited the year At the end of the year 31.03.2019 95000 0.21 3. Radhakishan S At the beginning of 01.04.2018 75757 0.17 Damani the year At the end of the year 31.03.2019 75757 0.17 4. Toplight Corporate At the beginning of 01.04.2018 48179 0.11 Management Pvt. the year Ltd. At the end of the year 31.03.2019 48179 0.11 5. The Oriental At the beginning of 01.04.2018 39746 0.09 Insurance the year Company Limited At the end of the year 31.03.2019 39746 0.09 6. Rakesh At the beginning of 01.04.2018 33366 0.07 Jhunjhunwala the year At the end of the year 31.03.2019 33366 0.07 7. Vipul Priyakant At the beginning of 01.04.2018 35 0.00* Dalal the year Date wise increase 14.09.2018 12433 0.028 (+)/decrease(-) with reasons, during the (Purchase) year At the end of the year 31.03.2019 12468 0.028 8. Ajay J. Doshi At the beginning of 01.04.2018 12000 0.027 the year At the end of the year 31.03.2019 12000 0.027 9. Bright Star At the beginning of 01.04.2018 11794 0.026 Investments Pvt. the year Ltd. At the end of the year 31.03.2019 11794 0.026 10. Shrikantadevi R At the beginning of 01.04.2018 10246 0.023 Damani the year At the end of the year 31.03.2019 10246 0.023 *Minimal Percentage Note: The details of shareholding, given above, is from 01-Apr-2018/the date of entering the Top 10 shareholders list till 31-Mar-2019 / the date of leaving Top 10 shareholders list. The above details are given as on 31st March, 2019. The Company is an unlisted company and 0.25% 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. 35


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    Annual Report 2019 v. Shareholding of Directors and Key Managerial Personnel Directors and Key Managerial Personnel of the Company do not have any shareholding in the Company. 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 excluding deposits corporate Deposits) Indebtedness 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 1. Addition - - - - 2. 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) - - - - V I . R E M U N E R AT I O N O F D I R E C T O R S A N D K E Y M A N A G E R I A L P E R S O N N E L A. Remuneration to Managing Director, Whole-time Directors and/or manager: Sl. Particulars of the Remuneration Name of MD/WTD/ Total Amount No. Manager 1. Gross Salary: Raj Kumar Rishi (a) Salary as per provisions contained in Section 17(1) of 1,98,160,73 1,98,160,73 the Income Tax Act, 1961 (b) Value of Perquisites u/s 17(2) of Income Tax Act, 1961 12,42,878 12,42,878 (c) Profits in lieu of salary under section 17(3) of Income N.A. N.A. Tax Act, 1961 2. Stock Option N.A. N.A. 3. Sweat Equity N.A. N.A. 4. Commission N.A. N.A. - As % of profit - Others, specify 5. Others, please specify N.A. N.A. Total (A) 2,10,58,951 2,10,58,951 Ceiling as per the Act As per the applicable provisions of the Companies Act, 2013 and Rules made thereunder 36


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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 Prakash Rishi Kant Directors Kulathu Iyer Srivastava - Fee for 1000000 1100000 2100000 attending Board/ Committee meetings - Commission Nil Nil Nil - Others, please Nil Nil Nil specify Total (1) 1000000 1100000 2100000 2. Other Non- Ashraf Lisa David Rodney Executive Directors M.A. Marie Brian Noonoo Elarman* Oliver$ Dyas - Fee for NA NA NA NA NA attending Board/ committee meetings - Commission Nil Nil Nil Nil Nil - Others, please Nil Nil Nil Nil Nil specify Total (2) Nil Nil Nil Nil Nil Total (B) – (1+2) 1000000 1100000 Nil Nil Nil Nil 2100000 Total Managerial 2,31,58,951 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 * Ashraf M.A. Elarman ceased from the Directorship of the Company effective 4 th December 2018 $ Lisa Marie Oliver has resigned from the directorship of the Company effective 1st May 2019 37


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    Annual Report 2019 C. Remuneration to key managerial personnel other than MD/Manager/WTD Sl. No. Particulars of the Remuneration Key Managerial Personnel CEO Company CFO Total Secretary 1. Gross Salary: N.A. Rajiv L. Jha Satpreet Singh (a) Salary as per provisions 3266717 14382331 17649048 contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of Perquisites u/s 17(2) 32400 27000 59400 of Income Tax Act, 1961 (c) Profits in lieu of salary under 0 0 0 section 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 3299117 14409331 17708448 V I I . P E N A LT I E S / P U N I S H M E N T/ C O M P O U N D I N G O F O F F E N C E S 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. n k ) t B la Le f te ly i b e ra De l ( 38


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    STATUTORY REPORTS | FINANCIAL STATEMENT Independent Auditor’s Report To the Members of Xerox India Limited Report on the audit of the financial statements QUALIFIED OPINION 1. We have audited the accompanying financial statements of Xerox India Limited (“the Company”), which comprise the balance sheet as at March 31, 2019, and the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. 2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act") in the manner so required and except for the indeterminate effects of adjustments that may arise if the outcome of the matter described in the Basis of Qualified Opinion paragraph below 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, 2019, and total comprehensive income (comprising of profit/ loss and other comprehensive income), changes in equity and its cash flows for the year then ended. BA SIS FOR QUALIFIED OPINION 3. We draw your attention to Note 42(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. E M P H A S I S O F M AT T E R 4 We draw attention to Note 44 (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. O T H E R I N F O R M AT I O N 5. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 39


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    Annual Report 2019 RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE F O R T H E F I N A N C I A L S TAT E M E N T S 6. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 7. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. A U D I T O R ’ S R E S P O N S I B I L I T I E S F O R T H E A U D I T O F T H E F I N A N C I A L S TAT E M E N T S 8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 40


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    STATUTORY REPORTS | FINANCIAL STATEMENT 11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. R E P O R T O N O T H E R L E G A L A N D R E G U L AT O R Y R E Q U I R E M E N T S 12. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 13. 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, 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 Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the 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, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 21 and 28 to the financial statements; ii. The Company has made provision, 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, 2019. iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019. For Price Waterhouse & Co Bangalore LLP Firm Registration Number: 007567S/S-200012 Chartered Accountants Rahul Chattopadhyay Partner Place of the Signature: Gurugram Membership Number 096367 Date: July 16, 2019 UDIN: 19096367AAAAAG6685 41


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    Annual Report 2019 Annexure A to Independent Auditors’ Report Referred to in paragraph 13(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, 2019 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, 2019 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. 42


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    STATUTORY REPORTS | FINANCIAL STATEMENT 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. 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, 2019 , 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 Partner Place of the Signature: Gurugram Membership Number 096367 Date: July 16, 2019 UDIN: 19096367AAAAAG6685 n k ) t B la Le f te ly ib e ra e l (D 43


  • Page 46

    Annual Report 2019 Annexure B to Independent Auditors’ Report Referred to in paragraph 12 of the Independent Auditors’ Report of even date to the members of Xerox India Limited on the financial statements as of and for the year ended March 31, 2019 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, the Management during the year has physically verified a portion of the fixed assets 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 provident fund, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including income tax, professional tax, goods and service tax, duty of customs, 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 or goods and service tax as at March 31, 2019 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 the Forum where dispute is Dispute Demand protest amount relates pending Income Tax Act, 1961 Income Tax 104.98* - 1995-96 Delhi High Court 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 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 Income Tax Act,1961 Income Tax 849.41 242.96 2009-10 ITAT Delhi 44


  • Page 47

    STATUTORY REPORTS | FINANCIAL STATEMENT Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which the Forum where dispute is Dispute Demand protest amount relates pending 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) Income Tax Act, 1961 Income Tax 140.60 - 2012-13 CIT(A) Central Excise Act, 1944 Excise Duty 3572.95* - Apr-02 to Nov-06 Hon’ble Supreme Court Central Excise Act, 1944 Excise Duty 3050.14* - 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-II Central Excise Act, 1944 Excise Duty 13.20 - May-08 to Jan-09 Additional Commissioner Central Excise, Meerut II 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 Act, Service Tax 5326.61* # May 2006 to Hon’ble Supreme Court 1994 March 2008 Chapter V of Finance Act, Service Tax 5079.28* # April 2008 to Hon’ble Supreme Court 1994 Sep 2011 Chapter V of Finance Act, Service Tax # August 2002 to Central Excise and Service Tax 1994 140.11 Dec 2005 Appellate Tribunal Chapter V of Finance Act, Service Tax 1629.99* 70.46# Oct-11 to Jun-12 Central Excise and Service Tax 1994 Appellate Tribunal Andhra Pradesh General Sales Tax 52.90 - 1999-00 and 2000-01 Hyderabad High Court Sales Tax Act, 1957 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 Commissioner Sales Tax Act, 1957 Central Sales Tax Act, Sales Tax 196.89 - 1999-00 & 2000-01 Hyderabad High Court 1956 (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) Haryana CST Act, 1956 Sales Tax 0.30 - 2013-14 Jt. Excise and Taxation Commissioner (Appeals) Delhi Sales Tax Act, 1975 Sales Tax 13.59 - 2006-07 Additional Commissioner Delhi VAT Act, 2004 Sales Tax 4.93 - 2015-16 Additional Commissioner Tamilnadu General Sales Sales Tax 9.48 5.42 2006-07 Joint Commissioner CT, Chennai Tax Act, 1959 45


  • Page 48

    Annual Report 2019 Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which the Forum where dispute is Dispute Demand protest amount relates pending Tamilnadu Value Added Sales Tax 39.12 39.12 2009-10, 2010-11 & Joint Commissioner ST, Chennai Tax Act, 2006 2011-12 Central Sales Tax Act, Sales Tax 12.22 - 2007-08, 2008-09 & Assessing Authority 1956 (Tamil Nadu) 2009-10 Maharashtra VAT Act, Sales Tax 67.22 4.00 2011-12 Joint Commissioner of Sales Tax, 2002 (Appeal) VI, Mumbai-51 Maharashtra VAT Act, Sales Tax 298.49 20.00 2012-13 Joint Commissioner of Sales Tax, 2002 (Appeals) Maharashtra VAT Act, Sales Tax 52.17 29.06 2013-14 Tribunal 2002 Kerala General Sales Tax Sales Tax 1.73 - 2008-09 Deputy Commissioner, (Appeal , Act, 1963 Ernakulm) Kerala VAT Act, 2003 Sales Tax 0.84 0.09 2010-11 DCCT (Appeals) – Ernakulam Central Sales Tax Act, Sales Tax 11.72 4.50 2008-09 DCCT, (Appeals) Ernakulam 1956 (Kerala) Karnataka Valued Added Sales Tax 357.92 - 2013-14 Deputy Commisioner of CT Tax Act, 2003 (Audit-4.7) Koramangala, Bangalore Karnataka Valued Added Sales Tax 216.27 - 2014-15 Deputy Commisioner of CT Tax Act, 2003 (Audit-4.7) Koramangala, Bangalore Central Sales Tax Act, Sales Tax 270.92 - 2014-15 Deputy Commisioner of CT 1956 (Audit-4.7) Koramangala, Bangalore Karnataka Tax on Entry of Sales Tax 1.28 - 2014-15 Deputy Commisioner of CT Goods Act, 1979 (Audit-4.7) Koramangala, Bangalore 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 to DCCT, Rampur Mar-08 U.P Trade Tax Act, 1950 Sales Tax 6.65 2.04 2010-11 & 2013-14 DCCT, Lucknow U.P Trade Tax Act, 1950 Sales Tax 43.42 7.31 2009-10 Tribunal / High Court U.P Entry tax Sales Tax 0.36 0.18 2013-14 DCCT, Lucknow U.P Entry tax Sales Tax 2.50 0.50 2009-10 Tribunal / High Court U.P Entry tax Sales Tax 1.52 - Apr-07 to Dec-07 & DCCT, Rampur Jan-08 to Mar-08 Central Sales Tax Act, Sales Tax 0.03 - Jan-08 to Mar-08 DCCT, Rampur 1956 (UP) Central Sales Tax Act, Sales Tax 370.36 73.30 2009-10 Tribunal / High Court 1956 (UP) Central Sales Tax Act, Sales Tax 19.69 92.13 2010-11 DCCT, Lucknow 1956 (UP) U.P Trade Tax Act, 1950 Sales Tax 9.43 6.81 2016-17 DCCT, Lucknow 46


  • Page 49

    STATUTORY REPORTS | FINANCIAL STATEMENT Amount in Rs. lacs Name of the Statute Nature of Total Paid under Period to which the Forum where dispute is Dispute Demand protest amount relates pending U.P Trade Tax Act, 1950 Sales Tax 0.47 2.22 2011-12 DCCT, Lucknow Rajasthan VAT Tax Act, Sales Tax 1.41 1.41 1998-99 Assessing Authority 2003 Rajasthan VAT Tax Act, Sales Tax 1.53 1.53 1998-99 Rectification Application before 2003 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 them. 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 Partner Place : Gurugram Membership Number 096367 Date: July 16, 2019 UDIN: 19096367AAAAAG6685 47


  • Page 50

    Annual Report 2019 Balance Sheet as at March 31, 2019 [All figures in Rs. lacs, unless otherwise stated] Note No. As at March 31, 2019 As at March 31, 2018 Assets Non-current assets Property, plant and equipment 3 3,852.65 3,005.05 Capital work in progress 120.34 517.33 Investment property 5 4.15 4.15 Intangible assets 4 120.76 199.95 Financial assets i. Loans and deposits 7 81.50 211.16 ii. Other financial assets 8 551.62 437.86 Deferred tax assets 9 3,532.82 3,206.12 Current tax assets 10 6,052.13 5,284.04 Other non-current assets 11 1,378.83 1,808.45 Assets classified as held for sale 43 24.05 24.05 Current assets Inventories 12 3,446.02 3,775.89 Financial assets i) Trade receivables 6 6,502.43 6,065.72 ii) Contract Assets 16 1,705.35 1,300.51 iii) Cash and cash equivalents 13 20,263.66 19,834.20 iv) Bank balances other than cash and cash equivalents 13 4.33 4.75 v) Loans and deposits 14 30.84 - vi) Other financial assets 15 294.40 306.77 Other current assets 17 1,655.37 2,117.50 Total 49,621.25 48,103.49 Equity and Liabilities Equity 18 Equity share capital 4,480.80 4,480.80 Other Equity Reserves and surplus 29,413.50 26,903.38 Other Reserves 81.59 (9.16) Liabilities Non-current liabilities Financial liabilities 19 4.16 31.40 Liabilities directly associated with assets classified as held for sale 27 2,250.00 2,250.00 Other non current liabilities 20 - 0.82 Provisions 21 4,324.06 4,042.00 Deferred tax liabilities 9 419.82 247.89 Current liabilities Financial liabilities i. Trade payables 22 Total outstanding dues of micro enterprises and small - 49.64 enterprises Total outstanding dues of creditors other than micro 5,547.04 7,013.89 enterprises and small enterprises ii. Other financial liabilities 23 1,731.11 1,615.25 Other current liabilities 24 515.81 581.24 Contract Liabilities 25 580.01 583.65 Provisions 26 273.34 312.69 Total 49,621.25 48,103.49 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 David Brian Dyas Rodney Noonoo Satpreet Singh Director Director Chief Financial DIN: 07437186 DIN: 07690361 Officer Rahul Chattopadhyay Partner Mohit Kumar Rajiv L.Jha Membership Number: 096367 Finance Company UDIN:19096367AAAAAG6685 Controller Secretary & Gurugram, India GM Legal July 16, 2019 Gurugram, India July 16, 2019 48

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