redcore (india) private limited - accenture · 2019. 9. 3. · mr. andrew murray mclauchlan (din...

Redcore (India) Private Limited Godrej & Boyce Complex, Plant No. 3, L B S

Marg, Vikhroli (W), Mumbai, Maharashtra, India, 400079

CIN: U74900MH2012FTC321399

NOTICE

Notice is hereby given that the 7th Annual General Meeting of Redcore (India) Private Limited will be held on August 26, 2019 at 12.00 noon at the Registered Office of the Company at Plant

3, Godrej & Boyce Complex, LBS Marg, Vikhroli (West), Mumbai - 400079 to transact the following business:

Ordinary Business:

I. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31; 2019 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint Statutory Auditors to hold office from the conclusion of this Annual General Meeting up to the conclusion of the Annual General Meeting to be held in the year 2024 and to authorize the Board to fix their remuneration.

Notes:

I) A MEMBER ENTITLED TO ATTEND AND VOTE AT A MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The instrument appointing the proxy should be deposited at the Registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

Corporate Members are requested to send a duly Certified Copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote at the Annual General Meeting (AGM).

The Notice of the AGM along with the Annual Report for the Financial year 2018-19 is being sent by electronic mode to the Members at the e-mail address registered with the Company.

By Order of the Board Place: Bangalore For Redcore (India) Private Limited

Date: June 17, 2019

Registered Office: Godrej & Boyce Complex, Plant No. 3, L B S Marg, Vikhroli (W), Mumbai, Maharashtra, India, 400 079

Arvind Palaniapp1

n Director DIN: 03479690

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Redcore (India) Private Limited Godrej & Boyce Complex, Plant No. 3, 1. B S Marg, Vikhroli (W), Mumbai, Maharashtra, India, 400079 CIN: 1J74900MH2012FTC321399

DIRECTORS' REPORT To

THE MEMBERS OF REDCORE (INDIA) PRIVATE LIMITED

Your Directors present the 7th Annual Report of your Company with the Audited Accounts for the Financial Year ended March 31, 2019.

1. PERFORMANCE OF THE COMPANY

A summary of the Company's financial performance for Financial Year 2018-19 is produced below. Fi ures in Indian Ru ees

Particulars For the year ended on March 31, 2019

For the year ended on March 31, 2018

Revenue from Operations (Net) and other income

111,785 -

Total Expenses 317,630 662,877

Profit/Loss Before Tax (PBT) (205,845) (662,877)

Current Tax - -

Differed Tax - -

Tax Adjustment in respect of earlier period

- -

Profit (Loss) After Tax (PAT) (205,845) (662,877)

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

DIVIDEND

The Directors do not recommend any dividend for the financial year 2018-19.

STATE OF THE COMPANY'S AFFAIRS

This is the Seventh operational year and Company has incurred loss of Rs. 205,845/- after tax for the financial year ended March 31, 2019 as against loss of Rs. 662,877/- during the previous Financial Year. Subsequent to the Business Transfer Agreement (BTA) dated March 1, 2017 entered into with Aceenture Solutions Private Limited, the Company did not have any business operations.

DIRECTORS

Mr. Andrew Murray McLauchlan (DIN 05348368) resigned as a Director w.e.f. August 10, 2018. Mr. / Arvind Palaniappan (DIN 03479690), Mr. Kaushal Mahesh Mody (DIN 07294772) Mr. Dhir

Pratap Singh (DIN 07294772) continued as Directors of the Company during the financial year 2018-19.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

that the directors had prepared the annual accounts on a going concern basis; and

that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

The Registered Office of the Company was shifted from the Jurisdiction of the Registrar of Companies, Bangalore to that of the Registrar of Companies, Mumbai, vide order dated November 30, 2018 passed by the Ministry of Corporate Affairs, Office of the Regional Director, South East Region, Hyderabad.

The Company has filed a joint application before National Company Law Tribunal (NCLT), Mumbai, along with the Scheme of Merger by Absorption for merging the Company along with few other Group Companies with Accenture Solutions Private Limited, the Parent Company in February, 2019.

The matter is pending before NCLT, Mumbai for further directions.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company from the year ended March 31, 2019 to the date of the Director's Report.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

As on March 31, 2019, the Company did not have any subsidiary.

PERSONNEL.

Particulars of employees as required under Section 134(3) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which forms part of the Directors' Report, is not applicable to the Company.

STATUTORY AUDITORS

M/s Sudit K. Parelch 8c Co., Chartered Accountants, statutory auditors of the Company, hold office till the conclusion of the Seventh Annual General Meeting of the Company.

As required by the provisions of the Companies Act, 2013, M/s Sudit K. Parekh & Co. need to be appointed for a further term of five years upto the conclusion of the annual general meeting to be held in the year 2024. Accordingly, requisite resolution forms part of the notice convening the annual general meeting.

AUDITORS' REPORT

The Auditor's Report for the year ended 31' March 2019 does not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to Section 92(3), as prescribed in Form MGT - 9 of the rules under Chapter 7 (Management and Administration) Rules, 2014 of the Companies Act, 2013, is appended as Annexure I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation and Technology Absorption:

The requirements of disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company and hence the same is not been provided.

Foreign Exchange Earnings and outgo:

There were no Foreign Exchange Earnings and outgo during the year under review March 31, 2019.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 4 (Four) Board Meetings were convened and held, the details of which are given below. The intervening gap between the Meetings was within the time limit prescribed under the Companies Act, 2013.

Dates of Board meetings

June 6,2018 September 20, 2018 November 30, 2018 January 25, 2019

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 1880), as prescribed in Form AOC - 2 of the rules under Chapter 9 relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure II.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company did not grant any Loans or provided any guarantees and has not made any Investments u/s 186 of Companies Act 2013.

MANAGERIAL REMUNERATION

The provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to any Director of the Company as of March 31, 2019.

RISK MANAGEMENT POLICY

Based on the assessment of the management, there are no risks that may threaten the existence of the Company

DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Since the Company did not have any employees during the year under review, requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules is not applicable to Company.

21. ACKNOWLEDGEMENT

We thank our investors and bankers for their continued support during the year.

We also thank the Government of India, the Income Tax Department, the Ministry of Commerce, the Ministry of Finance and look forward to their continued support in the future.

For and on behalf of the Board of REDCORE (INDIA) PRIVATE LIMITED

ki ig-16-141.--, Mr. Dhirendra Pratap Singh Mr. Arvind Pala appan (DIN 07294772) (DIN 03479690) Director Director

Place: Bangalore Date: June 17, 2019

Registered Office: Godrej & Boyce Complex, Plant 3, LBS Marg, Vikhroli (West) Mumbai - 400 079

An nexure Ito the Directors Report of Redcore (India) Private Limited for the Financial Year 2018-19

FormNo.MGT-9

EXTRACT OF ANNUAL RETURN of REDCORE (INDIA) PRIVATE LIMITED

For the financial year ended on March 31,2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules,2014]

I. REGISTRATION AND OTHER DETAILS:

CIN: U74900MH2012FTC321399 Registration Date: August 23, 2012 Name of the Company: Redcore (India) Private Limited Category/ Sub-Category of the Company: Private Limited Company Address of the Registered office and contact details: Godrej & Boyce Complex, Plant No. 3, L B S Marg, Vikhroli (W), Mumbai, 400079 Whether listed company: No Name Address and Contact details of Registrar and Transfer Agent, if any: NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing to 10% or more of the total turnover of the company shall be stated:-

Sr. No,

Name and Description of main products /services

NIC Code of the Product/ service

% to total turnover of the company

1 NIL NIL NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. No

Name and Address of the Company

CIN/GLN Holding/ Subsidiary / Associate

% Of Shares Held

Applica ble Section

1 ccenture Solutions PrivateU72400MH1990PTC057492 united — Plant 3, Godrej &

it oyce Complex, LBS Marg, ikhroli (W), Mumbai — 400

179

Holding 100% 2(46)

ri .. —

,

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total equity)

i)Categoty-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

04

change during the year

Demat Physical Total

€1/0 of total shares Demat Physical Total

% of total shares

A. PROMOTERS (1) Indian - - - - - - -

Individual / HUF - - - - - - - - Central Govt. or

State Govt. - - - - - - - Bodies

Corporates - 98,992 98,992 99.999% - 98,992 98,992 99.999% 0 BanldFI - - - - - - - - - Any other - - - - - - - - -

SUB TOTAL: (A)

- - - - - - - - - Foreign - _ - - - - - - -

NRI - Individual - - - - - - - - - Other individuals - - - - - - - - -

Bodies Corporates - - - - - - - -

Banks/FI - - - - - - - - - Any other - - - - - - - - -

SUB TOTAL (A) (2) - 98,992 98,992 99.999% - 98,992 98,992 99.999% 0 Total Shareholding of Promoters (A) = (A)(1) + (A)(2) - 98,992 98,992 99.999% - 98,992 98,992 99.999% 0 B. PUBLIC SHAREHOLDING (1) Institutions

Mutual Funds - - - - - .- Banks/FT - - - - - - ,

Central Govt - - - - - - - _ _

State Govt - - - - - - - _

Venture Capital Funds - - - - - - _ _

Insurance Companies - - - - - - _

FIIS - - - - - - - - -

Ii) Foreign Venture Capital Funds - - - -

i) Others (specify) - - - - - -

SUB TOTAL

IBM) - - - - - - - - (2) Non Institutions a) Bodies Corporates - - - - - - - -

Indian - - - - - - - - -

Overseas - 1 1 0.001% - 1 1 0.001% 0

b) Individuals - - - - - - - -

Individual shareholders holding nominal share capital upto Rs. I lalchs - - - - - - - - -

Individual shareholders holding nominal

- - - - - - - - - share capital in excess of Rs. I lath s c) Others (specify) - - - - - - - - -

SUB TOTAL (B)(2) - 1 1 0.001% - 1 1 0.001% 0 Total Public Shareholding (B)=(B)(I) + (B)(2) - - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 98,993 98,993 100- 98,993 98,993 100

.

(ii)Shareholding of Promoters:

Sr. No

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares

°A, of total shares of the Company

oh. of shares pledged encumber ed to total shares

No. of Shares

To of total shares of the Company

% of shares pledged encumbered to total shares

I

Accenture Solutions Private Limited 98,992 99.999% - 98,992 99.999% - -

Total 98,992 99.999% - 98,992 99.999% - -

(iii) Change in Promoters' Shareholding (please specify, if there is no change): No Change

Sr. No.


Cumulative Shareholding during the year

Accenture Solutions Private Limited

No. of shares % of total shares of the company

No. of shares To of total shares of the company

At the beginning of the year 98,992 99.999% 98,992 99.999%

Date wise Increase/ DecreaseinPromotersSharehol dingduringtheyearspecifyingt hereasonsfor increase / decrease (e.g. allotment / transfer / bonus/sweat equity etc

NIL NIL NIL

NIL

At the End of the year 98,992 99.999% 98,992 99.999%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): No Change

Sr.

No.

Shareholding at the beginning of

the year


Accenture Minority 1 BY (as a

Nominee of Accenture Solutions

Private Limited)

No. of shares %of total

shares of the company

No. of shares %of total

shares of the company

At the beginning of the year 1 0.001 1 0.001

Date wise Increase/ Decrease in

Shareholding during the year

specifying the reason for increase!

decrease (e.g.allotment / transfer / bonus / sweat equity etc):

NIL NIL NIL NIL

At the End of the year 1 0.001 1 0.001

(v)Shareholding of Directors and Key Managerial Personnel: Not Applicable

Sr. No.



No. of shares %of total shares of the company

No. of shares %of total shares of the company

At the beginning of the year NIL NIL NIL NIL

Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for

increase/decrease •(e.g.

allotment/transfer /bonus/sweat

equity etc):

NIL NIL NIL NIL

At the End of the year NIL NIL NIL NIL

INDEBTEDNESS IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnotdueforpayment

Secured Loans excluding

Unsecured Loans

Deposits Total

Indebtedne ss

Indebtedness at the beginning of the financial year i)Principal Amount

ii)Interest due but not paid iii)Interest accrued but not due

NIL NIL NIL NIL

Total(i+ii+iii) Change in Indebtedness during the financial year

Addition• Reduction

Net Change Indebtedness at the end of the financial year

i)Principal Amount ii)Interest due but not paid iii)Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not Applicable

Sr. No

Particulars of Remuneration Name of MD / WTD / Manager

Total Amount

- -- ---- Gross salary

(a)Salary as per provisions contained insection17(1) of the Income-

taxAct,1961

(b)Value of perquisites u/s17(2)

Income-tax Act,1961

(c)Profits in lieu of salary under

section 17(3) Income-taxAct,1961

Cicr\‘ja Stock Option

Sweat Equity

Commission

-as% of profit

-others, specify...

Others, please specify Total (A) Ceiling as per the Act

B. Remuneration to other directors: Not Applicable

Sr. No

Particulars of Remuneration Name of Directors Total Amount

NA NA NA NA NA Independent Directors Fee for attending board /committee

meetings Commission Others, please specify

Total (1)

• Other Non-Executive Directors

Fee for attending board /committee meetings

Commission Others, please specify

NIL NIL NIL NIL NIL

Total (2) Total (B)=(l+2) Total Managerial Remuneration Overall Ceiling as per the Act

C. REMUNERATION TO KEYMANAGERIAL PERSONNEL OTHER THAN MD /MANAGER /WTD: Not Applicable

Sr. No

Particulars of Remuneratio

Key Managerial Personnel

CEO Company Secretary CFO Total

XVh-r) Mr. Dhirendra Pratap Singh

Mr. Arvind P11 niappa

(DIN 07294772) (DIN 03479690) Director Director

Gross salary (a)Salary as per provisions

contained insection17(1) of

theIncome-taxAct,1961

(b)Value of perquisites

u/s17(2) Income-

taxAct,1961 (c)Profits in lieu of salary

under section 17 (3) Income-

NA NA NA

,

NA

Stock Option

Sweat Equity

Commission -as % of profit -others, specify...

Others, please specify Total

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: Not Applicable

Type Section of The Companies Act

Brief Description

Details of Penalty / Punishment / Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

Penalty NA NA NA NA NA Punishment NA NA NA NA NA Compounding NA NA NA NA NA OTHER OFFICERS IN DEFAULT Penalty NA NA NA NA NA Punishment NA NA NA NA NA Compounding NA NA NA NA NA

For and on behalf of the Board REDCORE (INDIA) PRIVATE LIMITED

Place: Bangalore Date: June 17, 2019

ANNE:KURE — II to the Directors Report of Redcore (India) Private Limited

for Financial Year ended March 31, 2019

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: NIL

Sr. No.

Name of the Related Party and Nature of Relationship

Nature, duration and salient terms of contracts or arrangements or transactions, including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date of Approval by the Board

Amount paid as Advances, if any

Date on which the special resolution was passed in the general meeting

-- -- -- -- --

2. Details of material contracts or arrangement or transactions at arm's length basis: NIL

Sr. No.

Name of the Related Party and Nature of Relationship

Nature, duration and salient terms of contracts or arrangements or transactions, including the value, if any

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of Approval by Board, if any

Amount paid as advances, if any

. --

For and on behalf of the Board REDCORE (INDIA) PRIVATE LIMITED

‘,.. x Oic,41,__ Mr. Dhirendra Pratap Singh Mr. Arvind Paiania (DIN 07294772) (DIN 03479690) Director Director

Place: Bangalore Date: June 17,2019

Sudit K. Parekh & Co. LLP Chartered Accountants

INDEPENDENT AUDITOR'S REPORT

To the Members of Redcore (India) Private Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the Ind AS financial statements of Redcore (India) Private Limited (the Company"), which comprise the balance sheet as at 31 March, 2019, and the statement of profit and loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 in the manner so required and 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 31 March, 2019, and its loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audil: evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises the informatibn included in the director report and the chairman Statement, but does not include the Ind AS financial statements and our auditor's report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS 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.

Responsibilities of Management for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS financial statements 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 Indian accounting Standards (Ind AS) 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Ind AS 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 concem 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.

6-3-249/3/1 SSK. Building, Ranga Raju Lane, Road No. 1, Banjara Hills, Hyderabad - 500 034, India T +91 40 2325 1800 I W www.suditkparekh.com Mumbai I Pune I New Delhi I Bengaluru I Hyderabad I Chennai

Sudit K. Parekh & Co. le partnership firm with Registration No. B-124243) converted to Sudit K. Parekh & Co. LLP (a Limited Liability Partnership with LLP identification No. AA0-8539) with effect from April 11, 2019

Sudit K. Parekh Et Co. LLP Chartered Accountants

Auditor's Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS financial statements.

Report on Other Legal and Regulatory Requirements

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 'A' a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, we report that:

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;

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;

The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, and rules made thereunder, as applicable.

On the basis of the written representations received from the directors as on 31 March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

In terms of notification G.S.R. 583(E) dated 13 June 2017, issued by the Ministry of Corporate Affairs, reporting as required under section 143(3)0) of the Act is not applicable to the Company

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, as amended, 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 Ind AS financial statements - Refer Note 17 to the Ind AS financial statements;

H The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

Di. There were no amounts due to be transferred to the Investor Education and Protection Fund by the Company.

For Sudit K. Parekh & Co. LLP Chartered Accountants Firm Registration No. 110512W/W100378

Nv.go Ch. Soma Raju Partner Membership No: 200354 Place: Hyderabad Dated:

19 JUN 2019


ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our Report of even date) Re: Redcore (India) Private Limited

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Ind AS financial statements for the year ended 31 March, 2019, we report that:

In respect of fixed assets; according to the information and explanations given to us and based on the examination of records and documents produced to us, the company does not hold any fixed assets and immovable property as such, paragraph 3(i) (a) to 3(i) (c) of the Order is not applicable to the Company

ii. According to the information and explanations given to us, does not maintain any inventory. Accordingly, paragraph 3 (ii) of the Order is not applicable to the Company.

iii. According to the information and explanations provided to us, 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 Companies Act, 2013. Accordingly, the requirements of paragraph 3(iii)(a), 3(iii)(b) and 3(iii) (c) of the Order are not applicable to the Company.

iv. According to the information and explanations provided to us, the Company has not granted any loan or provided any security or guarantee to any of its directors, or to any other person in whom the director is interested during the year. Further the Company has not made any investments and has not provided any loan or guarantee or security in connection therewith to any person or body corporate during the year. Hence, provisions of section 185 and 186 of the Companies Act, 2013 are not applicable to the Company. Accordingly paragraph 3 (iv) of the Order is not applicable to the Company.

v. According to the information and explanations provided to us, the Company has not accepted any deposits from the public. Accordingly paragraph 3 (v) of the Order is not applicable to the Company.

vi. According to the information and explanations provided to us, the Central Government has not specified the maintenance of cost records under section 1480) of the Companies Act, 2013, for any of the products or services of the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

vii. In respect of statutory dues:

According to the information and explanations provided to us and as per the records maintained by the Company, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues in respect of income-tax, cess and other material statutory dues applicable to the Company. As per the records of the Company, as at 31 March, 2019, the Company does not have any undisputed statutory dues which are outstanding for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no dues of income-tax, and cess as at 31 March, 2019 which have not been deposited to appropriate authorities on account of any dispute

viii. Based on records of the Company and according to the information and explanations provided to us, the Company does not have any loans / borrowings outstanding at the beginning of the year towards financial institution or bank or government or debenture holders. The Company has not taken any loans / borrowings during the year from financial institution or bank or government or debenture holders. Accordingly, paragraph 3 (viii) of the Order is not applicable to the Company.

ix. As per the records of the Company and according to the information and explanations provided to us, the Company has not raised any money by way of initial public offer or further public offer or debt instruments or term loans during the year. Accordingly paragraph 3 (ix) of the Order is not applicable to the Company.

x. Based on audit procedures performed by us for the purpose of reporting the true and fair view of the Ind AS financial statements of the Company and based on records produced to us and according to information and explanations provided to us, we have not come across any instance of material fraud by the Company or any fraud on the Company by its officers or employees.


According to the information and explanations provided to us, the provisions of section 197 read with schedule V to the Companies Act, 2013 are not applicable to the Company being a private limited Company and hence, paragraph 3 (xi) of the Order is not applicable to the Company.

In our opinion, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

Based on records of the Company and according to the information and explanations provided to us, transactions undertaken by the Company during the year with the related parties are in accordance with the provisions of section 188 of Companies Act, 2013 to the extent applicable. To the best of our knowledge, the provisions of section 177 of the Companies Act, 2013 are not applicable to the Company. The details in respect of such transactions to the extent required have been disclosed in the Ind AS financial statements, as per the applicable accounting standard.

According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year covered by our audit and hence paragraph 3 (xiv) of the Order is not applicable to the Company.

According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him and hence paragraph 3 (xv) of the Order is not applicable to the Company.

According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company and hence paragraph 3 (xvi) of the Order is not applicable to the Company.

For Sudit K. Parekh & Co. LLP Chartered Accountants Firm Registration No. 110512W/VV100378

c-eir.ArAiv-a) Ch. Soma Raju Partner Membership No: 200354 Place: Hyderabad Dated:

19 JUN 2019

14 Director

DIN :0003479690

Place: Bangalore

Dated: June 17, 2019

As per our report of even date

For Sudit K. Parekh & Co. LIP

Chartered Accountants

Firm registration number:

SOW•61/4) Ch. Soma Raju

Partner

Membership No. 200354

Place: Hyderabad

Dated:

19 JUN 2019

For and on behalf of the Board of Directors of

Redcore (India) Private Limited

LL Dhirendra Pratap Singh Arvind Palaniapa n

Director

DIN : 07294772

Place: Bangalore



Balance sheet as at 31 March 2019 (Currency: Indian Rupees)

Note As at

31 Mar 2019

As at

31 Mar 2018

Assets

Non-current assets

Income tax assets (net) 2 1,873,324 1,792,152

(a) 1,873,324 1,792,152

Current assets

Financial assets

Cash and cash equivalents 3 115,399 913,768

Other financial asset 4 8,360,743 8,360,743

Other current assets 5 240,642 169,092

(b) 8,716,784 9,443,603

Total assets (a+b) 10,590,108 11,235,755

Equity and liabilities

Equity

Equity share capital 6 989,930 989,930

Other equity 6 9,450,178 9,656,023

(a) 10,440,108 10,645,953

Liabilities

Financial liabilities

Trade payables 7

- dues to micro and small enterprise

- dues to others 285,908

Other financial liabilities 8 135,000 270,000

Other current liabilities 9 15,000 33,894

(b) 150,000 589,802

Total Equity and Liabilities (a+b) 10,590,108 11,235,755

Significant accounting policies 1

The accompanying notes from 2 to 22 form an integral part of financial statements.


Statement of profit and loss for the year ended 31 March 2019 (Currency: Indian Rupees)

Note Year ended

31st March, 2019

Year ended

31st March, 2018

Income

Other income (net) /0 111,785

Total Income (I) 111,785

Expenses

Other expenses 11 317,630 662,877

Total Expenses (II) 317,630 662,877

Profit/(Loss) for the year before tax (I-11) (205,845) (662,877)

Current tax

Deferred tax

Income tax expenses

Profit/(Loss) for the period (a) (205,845) (662,877)

Other comprehensive income/(loss) for the year (b)

Total comprehensive income/(Ioss) for the year (a+b) (205,845) (662,877)

Earnings per equity share of face value Rs 10 each

Weighted average number of equity shares outstanding during the year for basic and

diluted

98,993 98,993

Earning per equity share Basic and diluted earning per share (Rs per share) 15 (2.08) (6.70)

Summary of significant accounting policies 1


As per our report of even date For and on behalf of the Board of Directors of

For Sudit K. Parekh & Co. LLP Redcore (India) Private Limited


Firm registration number: 1105

Ch. Soma Raju

Partner


Place: Hyderabad

Dated

19 JUN 2019

r-- .1, Dated: June 17, 2019 .......)

c2N.

A Dhirendra Pratap Singh

Director

DIN :07294772

Place: Bangalore

V c Allee/rtb. Arvind Palaniap; n

Director

DIN : 0003479690

Place:


As per our report of even date

For Sudit K. Parekh & Co. LLP



4Q9A.: TO\-A-P-PQ

Ch. Soma Raju Partner


Place: Hyderabad

Dated:


Statement of Cash flows for the year ended 31 March 2019 (Currency: Indian Rupees)

For the year ended

31st March, 2019

For the year ended 31st March, 2018

Cash flow from operating activities

Net profit/(loss) before tax (205,845) (662,877)

Adjustments for Unrealized loss on foreign exchange due to revaluation

Operating cash flow before working capital changes (20,845) (662,877)

(Increase) / Decrease in other financial asset - (8,360743)

(Increase) / Decrease in loans and advances and other assets (71,550) (39,840)

Increase / (Decrease) in trade payable, other liabilities and provisions (439,802) (511,352) (4,917,012) (13,317,595)

Operating cash flow after working capital changes (717,197) (13,980,472)

Income taxes paid (net of interest on refund of tax) 81,172 -

Net cash (used) in / generated from operating activities (798,369) (13,980,472)

Cash flows from investing activities Purchase of fixed assets

Cash (used) in / generated from investing activities

Net cash (used) in / generated from investing activities

Cash flows from financing activities

Payment of dividend

Payment of corporate dividend tax

Net cash used in / generated from financing activities

Net Increase/(Decrease) In Cash And Cash Equivalents (798,369) (13,980,472)

Net foreign exchange difference

Cash and cash equivalents at the beginning of the year 913,768 14,894,240

Cash and cash equivalents at the end of the year 115,399 913,768

Notes: 1. The statement of cash flow has been prepared under the indirect method as set out in Ind AS 7 - 'Statement of Cash Flows'.

2.:Cash and cash equivalent represent Cash and cash equivalents (refer note 3)




.17* Aci-tv-4 Dhirendra Pratap Singh Arvind Palaniappaq

Director Director

DIN : 07294772 DIN :0003479690

Place: Bangalore Place: Bangalore

Dated: June 17, 2019 Dated: June 17, 2019

Director

DIN : 07294772

Place: Bangalore

Dated: June 17, 2019 19 JUN 2019



r Dhirendra Pratap Singh Arvind Palaniappa

x4,„ ik Director

DIN : 0003479690 Place: Bangalore


As per our report of even date For Sudit K. Parekh & Co. LIP



‘41‘1\(..(6...M•5-)

Ch. Soma Raju

Partner


Place: Hyderabad

Dated


Statement of Changes in Equity for the year ended 31 March 2019

(Currency: Indian Rupees)

Equity share

capital

Other equity Total equity attributable to

equity shareholders of the

Company Reserve and Surplus

Balance as at 01 April 2017 989,930 10,318,900 11,308,830

Profit or (loss) for the year (662,877) (662,877)

Dividends -

Total contributions by and distributions to owners (662,877) (662,877)

Balance as at 31 March 2018 989,930 9,656,023 10,645,953

Balance as at 01 April 2018 989,930 9,656,023 10,645,953

Profit or (loss) for the year (205,845) (205,845)

Dividends - -

Total contributions by and distributions to owners (205,845) (205,845)

Balance as at 31 March 2019 989,930 9,450,178 10,440,108

Summary of significant accounting policies 1



Notes to the financial statements as at 31 March 2019

1.1 Corporate Information

Redcore (India) Private Limited (the Company) is domiciled in India and incorporated under the Companies Act, 1956 having registerred

office. at Plant 3, Godrej & Boyce Complex, LBS Ma rg, Vikhroli (W), Mumbai — 400 079. The Company is engaged in the business of

providing software related services and related manpower supply services to clients in India. The Company is a wholly owned subsidiary

of Accenture Solutions Private Limited.

12 Basis Of Preparation

Going concern assumption

On 1 March 2017 based on share purchase agreement (SPA), Accenture Solutions Private Limited (ASPL) acquired 100% stake in the

Company (Including the beneficial interest). The Company became a wholly-owned subsidiary of the (ASPL). Further, on same day, the

Company through a business transfer agreement (BTA) including subsequent addendum to the agreement, sold all rights, title and

interest in and to the business, as a going concern i.e. All the employees had been transferred to ASPL, entire premises had been vacated

and all the assets and liabilities were taken over by ASPL as on 1 March 2017. In the current year the company did not carried out any

commercial activity and as mentioned in the Note No 19 the company has applied to National Company Law Tribunal for merger with

ASPL and proceedings are in process.

In view of the above, the appropriateness of going concern assumption was tested and it was opined by the management that, as

mentioned in the scheme of the merger, the company will be merged into ASPL as going concern, all the obligations/assets of the

company stand transferred to ASPL from effective date and ASPL will be able to meet its obligations as they fall due. Further the

management is confident of obtaining the requisite approval from the NCLT and other statutory authorities. Hence, the financial

statements have been prepared on a going concern basis and accordingly no adjustments have been carried out on the assets and

liabilities as at the balance sheet date.

Compliance with Ind AS

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards ("Ind AS") as notified by

Ministry of Corporate affairs pursuant to section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting

Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements have been prepared on accural and going concern basis.

The financial statements are presented in Indian rupees, except where mentioned otherwise.

C. Current / non current classification

All assets and liabilities have been classified and disclosed as current or non current as per the Company's normal operating cycle and

other criteria set out in division II of Schedule Ill of the Companies Act, 2013. Based on the nature of products and the time between the

acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as

up to twelve months for the purpose of current or non current classification of assets and liabilities.

O. Basis of measurement

The financial statements have been prepared on a historical cost basis, except for the assets and liabilities that require measurement at

fair value in accordance with Ind AS.

e. Key accounting estimates and judgements

The preparation and presentation of financial statements in conformity with IND AS requires management to make judgements,

estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of

the financial statements and reported amounts of revenue and expenses during the period.

Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about. these

assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in

future periods. Accounting estimates could change from period to period. Any revision to accounting estimates is recognized

prospectively in the current and future periods, and if material, their effects are disclosed in the financial statements. Actual results could

differ from the estimates. Any difference between the actual results and estimates are recognized in the period in which the results are

known/materialize.

Information about critical judgements in applying accounting policies, as well as estimates and assumptions that have the most significant

effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:

- Property, plant and equipment

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected

residual value at the end of its life. The useful lives and residual values of the Company's assets are determined by management at the

time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with

similar assets as well as anticipation of future events which may impact their life, such as changes in technology



- Taxes

The Company's major tax jurisdiction is India. Judgments are involved in determining the provision for income taxes, including the

amount expected to be paid or recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period

- Revenue recognition • The contracts where revenue recognition is based on the percentage-of-completion method, the Company estimates the efforts or costs

expended to date as a proportion of the total efforts lor costs to be expended. Efforts or costs expended have been used to measure

progress towards completion as there is a direct relationship between input and productivity.

Provision for foreseeable losses are determined to be the amount by which the estimated total cost of the contract exceeds the

estimated total revenue that will be generated by the contract

- Provisions and contingencies

Recognition and measurement of provisions and contingencies involves key assumptions about the likelihood and magnitude of an

outflow of resources.

1.3 Summary Of Significant Accounting Policies

a. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of

three months or less from the date of acquisition, which are subject to an insignificant risk of changes in value. Cash and cash equivalents

consist of balances with banks which are unrestricted for withdrawal and usage.

b Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash

nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with

investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated based

on the available information.

c. Taxes

- Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit and loss.

Management periodically-evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are

subject to interpretation and establishes provisions where appropriate.

- Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their

carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability arises from the initial

'recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction,

affects neither the accounting profit nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax

losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the

deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except when the

.deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction

thatis not a businesscombination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that' it is no longer probable that

sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are

re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the

-deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the

liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.

Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax

liabilities and the deferred taxes relate to the same taxation authority.



Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Cost comprises

of purchase price net of trade discounts and rebates, non-refundable duties and taxes, any directly attributable cost of bringing the asset

to its working condition for its intended use. Cost also includes borrowing cost directly attributable to acquisition / construction of a

qualifying asset UP to the date the asset is ready for its intended use. Subsequent expenditure on fixed assets is capitalised only if such expenditure results into an increase in the future benefits from such

asset beyond its previously assessed standard of performance.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future

economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset

is derecognised.

Capital work-in-progress comprises the cost of property ,plant and equipment that are yet not ready for their intended use at the balance

sheet date.

The depreciable amount of a depreciable fixed asset is allocated on a systematic basis to each accounting period over the useful life of the

asset. Management's estimate of useful life, which is as stipulated in Schedule Ito the Companies Act, 2013.

The useful life is for whole of the asset, except where cost of a part of the asset is significant to total cost of the asset and useful life of

that part is different from the useful life of the remaining asset, useful life of that significant part ("component") is determined separately

and the depreciable amount of the said component is depreciated and allocated on a systematic basis to each accounting period during

the useful life of the asset.

In arriving at the depreciable amount, residual value in case of certain assets are considered to be more than 5% of the original cost, this

estimate of residual value is duly supported by technical advice.

Depreciation on assets acquired during the year is calculated on a pro-rath basis from the date of addition. Similarly, depreciation on

assets sold, discarded, demolished or destroyed during the year is also calculated on a pro rata basis up to the date on which such asset

has been sold, discarded, demolished or destroyed. Depreciable assets costing up to Rupees 5,000/- are depreciated fully in the year of

acquisition.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end

and adjusted prospectively, if appropriate.

Employee benefits

Short term employee benefits

All employee benefits which fall due wholly within twelve months after the end of the period in which employee renders the related

service are classified as short-term employee benefits. Undiscounted value of short term benefits such as salaries, wages, bonus and ex-

gratia are recognized in the period in which the employee renders the related service.

Foreign currency transactions other than derivatives

- Transactions and balances

Income and expenses in foreign currencies are translated at the exchange rates prevailing on the date of the transaction Net exchange

gain or loss resulting in respect of foreign exchange transactions settled during the year is recognised in the Statement of profit and loss

for the year.

Monetary assets and liabilities denominated in foreign currencies are translated at functional currency spot rates of exchange at the

reporting crate. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the

dates of the initial transactions.

- Functional currency

The Company's financial statements are presented in Indian Rupees, which is also the Company's functional currency. Items included in

the financial statements of the Company are recorded using the currency of the primary economic environment in which the Company

operates (the "functional currency").

e. Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of

the lease. The arrangement is, or contains, a lease, if fulfilment of the arrangement is dependent on the use of a specific asset or assets

and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

- Company osb lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and

rewards incidental to ownership to the Company is classified as a finance lease.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

h. Earning Per Share

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by weighted average

number of equity shares outstanding during the year.

To calculate thEfor discontinued operation, the weighted average number of Equity shares used for the basic EPS is used.



Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be

reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or

receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the

government.

- Rendering of services • The Company derives revenue primarily from providing software related services and related manpower supply services and other

products. Revenues and costs relating to time and materials contracts are recognized as the related services are rendered. Revenues from

fixed-price contracts, including system development and implementation contracts are recognized using the "percentage-of-completion"

methOd. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs

required to complete the project. If the Company does not have a sufficient basis to measure the progress of completion or to estimate

the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is

probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the Statement of profit

and loss in the period in which such losses become probable based on the current contracnown/material

The Company has applied the revenue recognition criteria for each separately identifiable component of a single transaction. The

Company has measured revenue in respect of each separable component of a transaction at its fair value as per Ind AS 18— Revenue.

- Revenues from the sale

Revenues from the sale of equipment are recognised when the significant risks and rewards of ownership have been transferred to the

buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue

can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs

incurred or to be incurred in respect of the transaction can be measured reliably.

'Unbilled revenues' represent earnings in excess of billings as at the end of the reporting period. 'Advance billing' represent billing in

excess of revenue recognized. Advance payments received from customers for which no services have been rendered are presented as

'Advance from customers'.

- Interest income

For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is

recorded using the effective interest rate (El R), based on the underlying interest rates. FIR is the rate that exactly discounts the estimated

future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross

carrying amount of the financial asset or to the amortised cast of a financial liability. When calculating the EIR, the Company estimates

the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit

losses. Interest income is included in finance income in the statement of profit and loss.

Provisions and contingent liabilities

The Company creates a provision when there is a present (legal or constructive) obligation as a result of a past event that probably

requires an outflow of resources embodying economic benefits and a reliable estimate can be made of the amount of-the obligation.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not,

require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow

of resources is remote, no provision or disclosure is made. Provisions are reviewed at each Balance sheet date and adjusted to reflect the

current best estimate.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,

the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a

finance cost.



k. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of

another entity.

- Initial recognition and measurement

The Company recognizes financiar assets and liabilities when it becomes a party to the contractual provisions of the instrument. All

financial assets and liabilities are recognised at fair value on initial recognition, except for trade receivables which are initially measured at

transaction price.

- Subsequent measurement

-Non-derivative financial instruments

-Financial assets carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset to

collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

-Financial assets at fair value through other comprehensive income ('FVOCF)

Financial assets that are held within a business model whose objective is achieved by both, selling financial assets and collecting

contractual cash flows that are solely payments of principal and interest, are subsequently measured at fair value through other

comprehensive income.

-Financial assets at fair value through profit or loss

A financial asset which is not classified in the above categories are subsequently fair valued through Statement of profit or loss.

-Financial liabilities

Financial liabilities are subsequently carried at amortised cost using the effective interest method. for trade and other payable maturing

within one year of Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

-De-recognition of financial instrument

The Company derecognises a financial asset when the contractual rights to the cash flow from the financial asset expires or get

transferred. A financial liability is derecognised when the obligation specified in the contract is discharged or cancelled or expires.

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on

market conditions and risks existing at each reporting date.

I. Impairment

- Financial assets Expected credit loss ('ECL') are recognised for the financial assets which are not fair valued through profit or loss. Loss allowance for trade

receivables with no significant financing component is measured at an amount equal to lifetime [CL. For all other financial assets, ECL are

measured at an amount equal to the twelve month expected credit losses for all originated or acquired financial assets in case as on the

reporting date the credit risk of the financial asset has not increased significantly since its initial recognition. However ECL are measured

at an amount equal to the life time expected credit losses if as on the reporting date the credit risk on the financial asset has increased

significantly since its initial recognition.

- Property, plant and equipment

Property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying

amounts may not be recoverable. The Company for the purpose of impairment testing, determines the recoverable amount (i.e. the

higher of the fair value less cost to sell and the value-in-use) on an individual asset basis unless the asset does not generate cash flows

that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit

()CGU') to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognised in the Statement of profit and loss is measured by the

amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed

in the Statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying

amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that

would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the

asset in prior years.

m. Discontinued Operation

On 1 March 2017 based on share purchase agreement (SPA), Accenture Solutions Private Limited acquired 98,992 equity shares from

Redcore (Asia) Pte Limited and 1 equity share from Redcore Pty Limited, thus acquiring 100% stake in the Company. The Company

became a wholly-owned subsidiary of the Accenture Solutions Private Limited (ASPL). Accordingly, all the figures reported in the financial

statements for the year ended 31 March 2018 and for the year ended 31 March 2019 are from discontinued operations and are

exceptional in nature.

* Hyderabad *

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Redcore (India) Private limited

Notes to the financial statements as at 31 March 2019 (Currency: Indian Rupees)

As at

As at

31 Mar 2019

31 Mar 2018

2 Income tax assets (net)

Non-current

Prepaid taxes (Refer note 2.1) 99,33,508 98,52,336

Provisions (80,60,184) (80,60,184)

Total

18,73,324 17,92,152

Prepaid taxes include Rs 1,801,500/- (2017:- 513,000) paid to Income tax authorites as payment under protest

3 Cash and cash equivalents

Bank balance

- Current accounts 1,15,399 9,13,768

Total 1,15,399 9,13,768

4 Other financial asset

Current

To related parties 83,60,743 83,60,743

Total 83,60,743 83,60,743

Financial assets carried at amortised cost 83,60,743 83,60,743

5 Other assets (Refer Note no 5.1)

Current

Recoverable from statutory authorities 2,40,642 1,69,092

Total 2,40,642 1,69,092

5.1 Other Assets pertain to GST Credit of Rs 240,642 (March'18: 169,092) would be utilised on merger by the acquiring

Company, Accenture Solutions Private Limited

31 March 2019 31 March 2018

Nos. Amount Nos. Amoun

Equity shares

Balance as at the beginning of the year 98,993 9,89,930 98,993

Issued during the year

Balance as at the end of the year 98,993 9,89,930 98,993

9,89,930

9,89,930



6 Share capital

As at

31 Mar 2019

As at

31 Mar 2018

Authorised

Equity Share Capital

100,000 (Previous Year: 100,000) Equity Shares of Rs.10/- each

Issued, Subscribed and Fully Paid Up

Equity Share Capital

98,993 (Previous year: 98,993) equity shares of Rs. 10/- each

Reconciliation of shares outstanding at the beginning and at the end of the reporting year

10,00,000 10,00,000

9,89,930 9,89,930

Rights, preferences and restrictions attached to equity shares

Equity shares having a par value of Rs 10/- each

As to dividend

The Company has only one class of equity shares. The shareholders are entitled to receive dividend in proportion to amount

of paid-up share capital held by them, as declared from time to time. The dividend proposed by the Board of Directors is

subject to an approval of the shareholders in the ensuing Annual General Meeting, except in case of an interim dividend.

As to voting

Each shareholder is entitled to vote in proportion to his share of paid up equity share capital of the Company, except in case

of voting by show of hands where each shareholder present in person shall have one vote only. Voting rights cannot be

exercised in respect of shares on which any call or other sums presently payable have not been paid.

As to repayment of capital

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining

assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to paid up capital.

31 March 2019 31 March 2018

Shares held by the holding company is as below :

Nos. Amount

Nos. Amount

98,992 9,89,920

98,992 9,89,920

1 10 1 10

98,993 9,89,930 98,993 9 89 930


Ultimate Holding Company

Accenture Minority I BV

(as a nominee of Accenture Solutions Private Limited)

31 March 2019

Number

of Shares

31 March 2018

Number of

Shares % of Holding % of Holding

Equity shares


98 992 99.999% 98 992 99.999%




6 Share capital (Continued)

Shares held by the holding company / fellow subsidiaries

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

There are no shares reserved for issue under options or contracts/commitments for the sale of shares/ disinvestment as at

31 March 2019 and 31 March 2018

0 The Company was incorporated on 23 August 2012. The Company has neither allotted any shares as fully paid up pursuant

to contracts without payments being received in cash or by way of bonus shares nor bought back any shares from the date

of incorporation till 31 March 2019 and 31 March 2018.

6 Other Equity

Retained earnings

31 March 2019 31 March 2018

94,50,178 96,56,023

Total 94,50,178 96,56,023

i. Retained earnings

Opening balance

Add: Profit/(loss) for the year

Closing balance

31 March 2019 31 March 2018

96,56,023 1,03,18,900

(2,05,845) (6,62,877)

Total 94,50,178 96,56,023



As at

As at

31 Mar 2019

31 Mar 2018

7 Trade payables

Current

Total outstanding dues of Micro enterprises and small enterprises

(MSW')

Total outstanding dues of creditors other than MSME

8

- Other trade payable

Other financial liability

Current

2,85,908

Total 2,85,908

Other financial liability 1,35,000 2,70,000

Total 1,35,000 2,70,000

Financial liabilites carried at amortised cost 1,35,000 2,70,000

9 Other liabilities

Current

Statutory dues payable* 15,000 33,894

Total 15,000 33,894

*Statutory dues payable includes

- Tax deducted at source ('105') 15,000 33,894

Redcore (India) Private limited

Notes to the financial statements for the year ended 31 March 2019 (Currency: Indian Rupees)

Year ended

31 March 2019

Year ended

31 March 2018

10 Other Income

Interest on income tax refund 1,11,785

1,11,785

11 Other expenses

Legal and professional fees 82,500 1,60,565

Payment to auditors * 1,65,000 3,00,000

Rates and taxes 33,301 7,000

Others 36,829 1,95,312

Total 3,17,630 6,62,877

* Payment to auditors

As auditor

Statutory audit fees 1,50,000 3,00,000

Reimbursement of expenses 15,000

Total 1,65,000 3,00,000


Notes to the financial statements for the year ended 31 March 2019


12 Financial Instruments

The carrying value and fair value of financial instruments by categories as of 31 March 2019 were as follows:

Particulars Amortised cost Financial assets/liabilities at fair Total carrying Total fair value Fair vale measuremen

value throueh

value at the end of the

Designated upon Mandatory Level 1 Level 2 Level 3

initial recognition Assets:

Other financial asset

8,360,743

8,360,743 8,360,743

Cash and cash equivalents

115,399

115,399 115,399

Total 8,476,142 8,476,142 8,476,142

Liabilities:


135,000

135,000 135,000

Trade payables

Total 135,000 135,000 135,000

The carrying value and fair value of financial instruments by categories as of 31 March 2018 were as follows:

Particula Amortised cost Financial assets/liabilities at fair

value through

profit or loss

Total carrying

value

Total fair value Fair vale measurement

at the end of the

reporting period/year

Designated upon Mandatory

initial recognition

Level 1 Level 2 Level 3

Assets:

Other financial asset

Cash and cash equivalents

Liabilities:

Trade payables


8360743

913,768

8,360,743

913,768

8,360,743

913,768

Total 9,274,511

285,908

270,000

9,274,511

285,908

270,000

9,274,511

285,908

270,000

Total 555,908 555,908 555,908

Fair value hierarchy Level 1 --Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2- Inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived

from prices) Level 3- Inputsior the assets and liabilities-that are not based on observable marked data (unobservable inputs)


Notes to the financial statements for the year.ended 31 March 2019

(Currency: Indian Rupees )

13 Financial Risk Management

Financial risk factors

This note presents information about tile Company's exposure to financial risks, the Company's objectives, policies and processes for measuring and managing

these risks and the Company's management of capital.

The Company's financial instruments consist primarily of cash and cash equivalents, trade and other receivables and payables. In the normal course of business,

the Company is exposed to credit and liquidity.

The Board has overall responsibility for the establishmPnt and oversight of the Company's risk management framework.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk

primarily relates to trade and other receivables, cash and cash equivalents.

The Company's exposure to credit risk with regards to trade and other receivables is influenced mainly by the individual characteristics of each customer and

there is no significant concentration of risk related to industry segments. The granting of credit is controlled by well-established criteria that are reviewed on a

regular basis. The terms granted to trade debtors are determined by the respectivecredit policies of each operating segment. The maximum exposure to credit

risk at the reporting date is the carrying amount of each li trade receivable

The credit risk surrounding trade receivables is assessed as low.

Other receivables consist primarily of receivable from the business transfer agreement.

The risk of default is assessed as low.

Credit risk on cash and cash equivalents is assessed as low risk as the Company deposits cash with bank.

Liquidity risk

The Company actively monitors its cash flows to ensure there is sufficient cash available to meet its working capital requirements.

The Company's current trade and other payables are all due within one year.

The table below summarizes the maturity profile of the Company's financial liabilities as at 31 March 2019 based on contractual undiscounted payments:

Particulars

Trade payables

Other financial liabilities

Less than 1 year Total

135,000 135,000

Total 135,000 135,000

Transactions with parties where control exist

2019

2018

Balances outstanding 1 Other financial asset

Accenture Solutions Private Limited 83,60,743 83,60,743

Transactions during the year

1 Amount paid as per clauses of Business Transfer Agreement Accenture Solutions Private Limited 1,48,94,240

2 Payment of Trade Receivable collected on Behalf Accenture Solutions Private Limited 45,36,937

3 Amount received on account of Business Transfer Agreement Accenture Solutions Private Limited 20,00,000



14 Related party disclosure

i) Parties where control exist

Holding company


Ultimate holding company

Accenture Plc

iii) Key managerial personnel

Name Relation

Mr. Andrew Murray McLauchlan (Resigned w.e.f. Aug 10, 2018)

Director

Mr. Dhirendra Pratap Singh

Director

Mr. Kaushal Mody

Director

Mr. Arvind Palaniappan

Director

The particulars given in the note no 14 above have been identified on the basis of information available with the

Company.


Notes to the financial statements for the period ended 31 March 2019

(currency: Indian Rupees)

Year ended Year ended

31 March 2019 31 March 2018

15 Income tax

A Amounts recognised in profit or loss

Current tax

Current period (a)

Changes in estimates related to prior years (b)

Deferred tax (c)

Attributable to—

Origination and reversal of temporary differences

Tax expense of continuing operations (a)t(b)t(c)

8 Reconciliation of income tax expense to the amount computed by applying statutory income tax rate to the profit before tax

Profit/loss before tax (2,05,845) (6,62,877)

Enacted tax rates in India 25.75% 25.75%

Computed tax expense

Tax adjustment in respect of estimates

Tax adjustment in respect of earlier period

Effect of non-deductible expense (permanent differences)

Income tax expense

16 Earning per share

Basic and diluted earnings per share

Profit (loss) for the year attributable to equity shareholders (2,05,845) (6,62,877)

Weighted average number of equity shares (basic and diluted)

Opening balance 98,993 98,993

Less :Shares cancelled pursuant to scheme of amalgamation

Weighted average number of equity shares for the year 98,993 98,993

Basic and diluted earnings per share (Rs per share) (2.08) (6.70)

17 Contingent liabilities:

Claims against the Company not acknowledged as debt

Income Tax demands

32,86,925

In December 2016, the Company has received a Demand Notice of Rs.34,14,090 from Income tax Department, Bengaluru, for

disallowance of Management fee ( payment with out TDS), delay in payment of Employee contribution to PF and trade payable balance in

the period from 2013 to 2014.

In October 2017 CIT (A) passed order in our favour on one ground "delay in payment of Employee contribution to PF" thereby reducing

the liability to Rs. 32,86,925. The remaining two ground is further appealed in Income Tax Appelate Tribunal.

Further on 24 April 2019, the company has received the favourable order from ITAT in respect of allowing management fee and in relation

to addition with regard to trade payable balance, the Horible ITAT has given direction to Assessing Officer to verify the fact that the

amount is offered to tax in AY 2016-17 and accordingly, delete the addition made in AY 2014-15. The final confirmation order from the

assessing officer is yet to be received.

In the opinion of the management, this demand is not sustainable and hence no provision is made for the same

The Company is subject to legal proceedings and claims, which have arisen during the ordinary course of business. The Company's

management does not reasonably expect that these legal actions, when ultimately concluded and determined.

18 Capital management

The Company objective while managing capital is to safeguard their ability to continue as a going concern, so that they can continue to

provide returns for shareholders and benefits for other stakeholders, and by maintain an optimal capital structure to reduce the cost of

capital. The Company has not availed any borrowings and mainly funded through equity. The Company is subsidiary of Accenture

Solutions Private Limited, the existing surplus funds along with the cash generated by the Company are sufficient to meet its current/non-

current obligation and working capital requirements.

77. r Dhirendra Pratap Singh

Director

N : 07294772

lace: Bangalore

ated: June 17, 2019

Al "hrse---ej Arvind Palaniappan

Director

DIN :0003419690

Place: Bangalore


As per our report of even date For Sudit K. Parekh & Co. LLP

Chartered Account

Firm registration



Ch. Soma Raju

Partner

Membership No. 2003

Place: Hyderabad

Dated 1 9 JUN 2019



19 Merger of the company with holding company Accenture Solutions Private Limited

The Board of Directors of the Company at its meeting held on 25 January 2019, has approved 'the scheme of merger by

absorption' with holding company Accenture Solutions Private Limited (ASPL) as a going concern subject to requisite approval

of members, creditors and other regulatory approvals. In this regard, on 26 February 2019, the company had filed application

with the National Company Law Tribunal (NCLT) under section 230-233 of the companies Act for approval of the merger.As on

year end, the proceedings in NCLT is in progress and company is awating for the order.

20 Previous period figures have been regrouped, recast/rearranged wherever necessary in order to conform to the current year's

presentation.

21 The Board of Directors, in it's board meeting on June 17, 2019, approved the financial statement for issue and the financial

statements does not include any events after this date.

22 Other notes as required by Schedule III of the Act are either nil or not applicable, and hence not disclosed

redcore (india) private limited - accenture · 2019. 9. 3. · mr. andrew murray mclauchlan (din...

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