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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
BOARD OF DIRECTORS
N R Panicker
Chairman & Managing Director
Steve Ting Tuan Toon
Director
Sudhir Narang
Director
K R Chandrasekaran
Director & CFO
Dr. Harrison Wang Hong She
Director
Lakshmi G Menon
Director
Sinnakaruppan R
Director
Suresh K Sharma
Director
COMPANY SECRETARY
Sweena Nair
STATUTORY AUDITORS
K.S. Aiyar & Co.,
Chartered Accountants
#54/2, Paulwells Road,
St. Thomas Mount, Chennai - 600 016
INTERNAL AUDITORS
Grant Thornton India
Unit Nos. 13, 14 and 16
31, Thiru-vi-ka Road,
Royapettah,
Chennai - 600 014
SOLICITORS
S.Ramasubramaniam & Associates
6/1, Bishop Wallers Avenue (West)
Mylapore, Chennai 600 004.
REMUNERATION COMMITTEE
Steve Ting Tuan Toon
Sinnakaruppan R
Suresh K Sharma
AUDIT COMMITTEE
Lakshmi G Menon
Dr. Harrison Wang Hong She
Suresh K Sharma
Steve Ting Tuan Toon
SHARE TRANSFER & INVESTORS
GRIEVANCE COMMITTEE
Lakshmi G Menon
Sinnakaruppan R
K R Chandrasekaran
BANKERS
State Bank of India
IDBI Bank Limited
ICICI Bank Limited
Barclays Bank Plc.
REGISTRAR & TRANSFER AGENTS
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
LBS Marg, Bandup West,
Mumbai - 400 078
Tel. : +91.22.25960320
Email : mumbai@linkintime.co.in
REGISTERED OFFICE
75, Nelson Manickam Road
Aminjikarai,
Chennai - 600 029.
Tel : +91.44.4225 2000
Fax : +91.44.2374 1271
Email : info@accelfrontline.in
Website : www.accelfrontline.in
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Contents
Notice of 15th annual general meeting 3
Directors’ report 9
Management discussion and analysis 10
Reports on corporate governance 13
Consolidated financials 25
Standalone financials 41
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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Notice
NOTICE is hereby given that the Fifteenth Annual General
Meeting of the members of Accel Frontline Limited will be held
on Wednesday the 22nd day of September 2010 at Narada Gana
Sabha Trust, Mini Hall, 314, T.T.K Road, Chennai 600018 at 11.00
A.M to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited balance sheet
of the company as at 31st March 2010 and the profit & loss
account for the financial year ended on that date and the
reports of the Directors and Auditors thereon.
2. To record and confirm the interim dividend paid.

3. To appoint a director in place of Mr. Sudhir Narang, who
retires by rotation and is eligible has offered himself for re-
appointment . Accordingly, to consider and, if thought fit to
pass with or without modification, the following resolution as
an ordinary resolution.
Resolved that Mr. Sudhir Narang, be and is hereby re-
appointed as Director of the Company.
4. To appoint a director in place of Mr. Suresh K. Sharma, who
retires by rotation and is eligible has offered himself for re-
appointment . Accordingly, to consider and, if thought fit to
pass with or without modification, the following resolution as
an ordinary resolution.
Resolved that Mr. Suresh K. Sharma, be and is hereby re-
appointed as Director of the Company.
5. To appoint a director in place of Mr. Steve Ting Tuan Toon,
who retires by rotation and is eligible has offered himself for
re-appointment . Accordingly, to consider and, if thought fit
to pass with or without modification, the following resolution
as an ordinary resolution.
Resolved that Mr. Steve Ting Tuan Toon, be and is hereby re-
appointed as Director of the Company.
6. To appoint M/s K S Aiyar & Co, Chartered Accountants
(registration number 100186W) as statutory auditors of the
company and to fix their remuneration and for this purpose to
consider and, if thought fit, pass with or without modifications,
the following resolution as an ordinary resolution, provided
that in the event of the provisions of Section 224(A) of the
Companies Act, 1956, becoming applicable to the company
on the date of holding this meeting, the same will be
proposed as a special resolution.

RESOLVED THAT Messrs K.S.AIYAR & Co, Chartered
Accountants, Chennai having registration number as
100186W who retired at the conclusion of this meeting, be
and are hereby appointed as Auditors of the company to hold
office from the conclusion of this Annual General Meeting
till the conclusion of the next Annual General Meeting on a
remuneration to be fixed by the board/Audit Committee, in
consultation with the Auditors.

SPECIAL BUSINESS:
7. To consider and, if thought fit, to pass, with or without
modification(s) the following resolution as a special
resolution.
RESOLVED THAT in accordance with the provisions of
Sections 198,269,309,310, Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 (the “Act”) or
any statutory modification(s) or re-enactment thereof and
subject to such approvals /consents, if any, approval of the
company be and is hereby accorded to the appointment
of Mr. K.R.Chandrasekaran as Whole time director for a
period of one year effective 27th April 2010 on the terms,
conditions including remuneration and perquisites as set
out in the Explanatory Statement annexed to the Notice
convening this meeting, with liberty to the Board of Directors
(hereinafter referred to as “the Board”, which term shall be
deemed to include any Committee of the Board constituted
to exercise its powers, including the powers conferred by this
resolution) to alter and vary the terms and conditions and / or
remuneration, subject to the same not exceeding the limits
specified under Schedule XIII to the Companies Act, 1956 or
any statutory modification(s) or re-enactment , as may be
made therein from time to time.
Resolved further that the Board of Directors be and is hereby
authorized to vary or increase the remuneration including
salary , commission , perquisites, allowances etc., within the
prescribed limits or ceiling in Schedule XIII to the Companies
Act 1956, and the agreement between the company and Mr.
K.R.Chandrasekaran be suitably amended to give effect to
such modification or variation without any further reference
to the members of the company in general meeting.
RESOLVED FURTHER THAT notwithstanding anything to the
contrary contained herein, wherein any financial year during
the currency of the tenure of the Wholetime director, the
company has no profits or its profits are inadequate, the
Company will pay Mr. K R Chandrasekharan ,the Wholetime
Director, remuneration by way of salary, allowances and
perquisites within the limits specified in Part II of Schedule
XIII of the Companies Act or such other limits as may be
prescribed by the Central Government from time to time as
minimum remuneration.
AND FURTHER RESOLVED THAT the Board of directors of the
company be and is hereby authorized to take such steps as
may be necessary to give effect to this resolution.
8. To consider and, if thought fit, to pass, with or without
modification(s) the following resolution as a Special
Resolution.
“RESOLVED THAT Pursuant to the provisions of Sections 198,
269, 309,310 and 311 of the Companies Act , 1956 and such
other applicable provisions, if any, approval be and is hereby
given for , the appointment of Mr. N.R.Panicker , Chairman &
Managing Director from 01-04-2010 for the reminder of the
current 5 Year term of his office ending on 31-10-2012, on the
terms, conditions including remuneration and perquisites as
approved by the shareholders in the annual general meeting
held on September 06, 2007
Resolved further that the Board of Directors be and is hereby
authorized to vary or increase the remuneration including
salary , commission , perquisites, allowances etc., within the
prescribed limits or ceiling in Schedule XIII to the Companies
Act 1956, and the agreement between the company and
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Mr. N R Panicker be suitably amended to give effect to such
modification or variation without any further reference to
the members of the company in general meeting.
RESOLVED FURTHER THAT notwithstanding anything to the
contrary contained herein, wherein any financial year during
the currency of the tenure of the Managing Director, the
company has no profits or its profits are inadequate, the
Company will pay Mr. N R Panicker ,the Managing Director,
remuneration by way of salary, allowances and perquisites
within the limits specified in Part II of Schedule XIII of the
Companies Act or such other limits as may be prescribed
by the Central Government from time to time as minimum
remuneration.
AND FURTHER RESOLVED THAT the Board of Directors of the
company be and is hereby authorized to take such steps as
may be necessary to give effect to this resolution
9. To consider and if thought fit to pass with or without
modification, the following resolution as a special resolution:
“RESOLVED THAT subject to the approval of Central
Government and pursuant to Section 309(5B) of the
Companies Act, 1956, consent of the members of the
Company be and is hereby accorded to pay remuneration
to Mr. N.R.Panicker, Managing Director of the Company
as approved by the shareholders in the Annual General
Meeting held on September 06, 2007 over and above the
limits prescribed under Section 309 read with Schedule XIII
to the Companies Act, 1956 for the financial year ended on
31st March 2010.
RESOLVED FURTHER THAT the Whole time Director and/or
the Company Secretary of the Company be and are hereby
authorized to do all such acts, deeds and things and furnish
such information / clarifications / declaration, certificate and
other papers as may be required in this regard including
authorizing any other person to represent before the Central
Government.”
10. To consider and if thought fit to pass with or without
modification, the following resolution as special resolution:
“RESOLVED THAT pursuant to the provisions of Sections
198, 309 (4) and other applicable provisions, if any, of the
Companies Act, 1956 any statutory modification(s), or re-
enactment thereof and the Articles of Association(Article
120) of the company, the non–whole time directors of the
company , in addition to sitting fees being paid to them for
attending the meetings for the Board of Directors (Board)
and its committees, be paid every year for a period of 5 years
with effect from 01 April 2009 , commission of an amount as
may be determined by the Board from time to time, subject
to the overall ceiling of 1 % of the net profits of the Company
(to be computed in the manner referred to in Section 198(1)
of the Companies Act 1956, to be divided amongst them in
such manner as the Board may , from time to time , determine.
Explanatory Statement pursuant to Section 173(2) of the
Companies Act, 1956.
Item No.7:
Mr. K.R.Chandrasekaran was the Whole-time Director, from
28-04-2004 on the terms and conditions approved by the
Shareholders at the Annual General Meeting held on 30-
09-2004 for a period of three years.
Mr. K.R.Chandrasekaran was re-appointed as the Wholetime
Director of the Company for a period of three years from
28-04-2007 on the terms and conditions approved by the
Shareholders at the Annual General Meeting held on 06-09-
2007.
The Board of Directors have further extended his appointment
as Wholetime Director vide its resolution dated 28-01-2010,
for a further period of one year from 27-04-2010 to 26-04-
2011 as recommended by the remuneration committee of
Directors.
An abstract of the terms of Mr. K.R.Chandrasekaran‘s
appointment and remuneration are set out below.
1. Period
One year with effect from 27-4-2010
2. Emoluments
Subject to the overall limits as laid down in Sections 198 and
309 of the Act.
(a) Salary and allowances
Such amount for Mr. K.R.Chandrasekaran in the scale of
Rs.100,000 to Rs.150,000 per month as may be decided by the
Board based on the recommendations of the remuneration
committee with liberty to the Board to decide about the
quantum of annual increment which will be effective from
01st of April every year or as decided by the Board
The Board may review and determine from time to time and
make necessary changes in the salary and / or allowances
during the tenure of his appointment.
(b) Commission
As may be approved by the Board for each financial year based
on the net profit of the company for that year, computed in
the manner laid down in Section 309(5) of the Act and after
taking into account the relevant factors and circumstances.
(c) Perquisites and allowances
The following perquisites would be provided to
Mr. K.R.Chandrasekaran by the Company, subject to tax as
applicable.
Housing: Unfurnished accommodation or house rent
allowance in lieu thereof subject to a maximum of 50% of the
salary.
Motor car: A company car will be provided and the cost of
running and minor maintenance expenses will be borne
by him. Insurance and major repairs/replacements will be
carried out by the company.
Leave: Leave of one month with full pay and allowances for
every 11 months of completed service in addition to casual
leave as applicable to the senior executives of the company.
Leave travel concession: Leave travel concession for self, wife
and dependent parents / children once a year subject to a
maximum of one month’s basic salary.
Medical reimbursement: Reimbursement of hospital and
medical expenses for self and family subject to a ceiling of
one month’s basic salary in a year.
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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Benefit of group mediclaim policy as per rules of the
company.
Personal Accident Insurance: Benefit of personal accident
insurance scheme as per rules of the company.
Vehicle Maintenance Reimbursement: Reimbursement upto
Rs.12,000/- towards expenses incurred for maintaining a
car, engaging a driver, etc and using the same for official
purposes, on production of receipts / bills.

Provident Fund: Contribution to provident fund shall be as
per rules of the company.
Gratuity: Shall be as per rules of the company.
Special day reimbursement: An amount of Rs.5,000/- per
annum for celebrating a special day on production of bills.
Meals coupon: Meals coupons for a value of Rs.1200/- per
month towards lunch / refreshment expenses.
Conveyance allowance: A conveyance allowance of Rs. 800/-
per month.
Business expenses reimbursement: An amount of Rs.5,000/-
per month towards expenses incurred for development of
business, on production of bills.
Work from home reimbursement: Reimbursement of
Rs.3,000/- per month towards expenses incurred for
maintaining a telephone / internet / mobile connection,
hiring a computer, etc for working from home on production
of bills.
The Board may review and determine from time to time
any revision and / or modification in the above perquisites
during the tenure of his appointment.
4. Minimum remuneration
Where in any financial year during the tenure of Mr.
K.R.Chandrasekaran , the Company incurs loss or its profits are
inadequate, the Company shall pay to Mr. K.R.Chandrasekaran
the above remuneration by way of salary, commission and
perquisites as a minimum remuneration, subject to the
limits specified under Part II section II of Schedule XIII of the
Companies Act, 1956 (including any statutory modifications
or re-enactments thereof, for the time being in force), or such
other limits as may be presented by the Government from
time to time.
5. Termination
The agreement with Mr.K.R.Chandrasekaran provides that
either party by giving the other party three month’s notice
or the company paying three months remuneration in lieu
thereof may terminate the appointment.
6. Duties and Obligations
(a) The Agreement also sets out the duties and various
obligations of Mr.K.R.Chandrasekaran. The appointment of
Mr. K.R.Chandrasekaran as a Whole-time Director and the
remuneration payable to him as aforesaid, are required to be
approved by the members at this Annual General Meeting
in terms of section 269 of the Act. The resolution at item 7
of Special business is intended for this purpose. The terms of
Mr. K.R.Chandrasekaran ‘s appointment are more fully set out
in the draft agreement which is available for inspection by
any member at the registered office of the company between
10 am to 12 noon on any working day (excluding Saturdays)
prior to the date of the Annual General Meeting as well as at
the Meeting.
(b) The appointment of Mr. K.R.Chandrasekaran is by virtue
of his employment in the company and is subject to the
provisions of Section 283 (1) of the Companies Act, 1956.
(c) If at any time Mr. K.R.Chandrasekaran ceases to be a
Director of the company for any cause whatsoever, he shall
also cease to be the Whole¬time Director of the company.
(d) Mr. K.R.Chandrasekaran shall not be entitled to
supplement his earnings with any buying or selling
commission. Mr. K.R.Chandrasekaran also shall not become
interested or otherwise concerned directly or through his
relatives in any selling agency of the company without
requisite approvals as may be necessary.
The Board recommends the resolution. No other director
except Mr. K.R.Chandrasekaran, has any interest or concern in
the resolution.
Mr. K.R.Chandrasekaran is interested in the resolution, as it
relates to his appointment and payment of remuneration to
him.
Mr. K.R.Chandrasekaran holds 28, 172 shares in the Company.
Mr. K.R.Chandrasekaran also holds Directorship in the
following associate companies:
Accel Limited
Accel Frontline Services Limited
Accel Frontline FZE, Dubai
Network Programs USA INC, USA
Network Programs Japan INC, USA
Network Programs Kabushaki Kaishai, Japan
Mr. K.R.Chandrasekaran is not related to any other Director of
the Company.
This explanatory statement together with the accompanying
notice may be treated as an abstract of the terms of
appointment of Mr. K.R.Chandrasekaran and payment of
remuneration to him and Memorandum of Interest under
section 302(7) of the Companies Act, 1956.
Information required under Clause (iv) of proviso to
paragraph 1(B) of Section II of Part II of Schedule XIII of the
Companies Act, 1956 is given below :
The information below is in relation to the proposal contained
in Item No.7 of the Notice relating to re-appointment of Mr.
K.R.Chandrasekaran as Wholetime Director of the Company.
I. General Information
(1) Nature of Interest
The Company is in the business of IT Infrastructure
Management Services.
(2) Date or expected date of commencement of commercial
production.
The Company has been in business for the past 15 years.
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
(3) In case of new companies, expected date of
commencement of activities.
Not applicable, as the company is an existing company.
(4) Financial performance based on given indicators.

(Rs. in million )
31.03.2010 31.03.2009 31.03.2008
Sales (Gross) 2,569.21 2,736.34 2,692.60
Profit Before
Tax
63.06 70.54 78.68
Profit After Tax 47.46 43.94 60.95
Shareholders’
Fund
1,028.84 1,020.51 1,000.02
Rate of Divi-
dend on equity
Shares (%)
15 10 15
(5) Export performance
The Company ‘s export earnings for the past three years are
as follows :
(Rs. in million )
31.03.2010 31.03.2009 31.03.2008
Income from
services
68.47 124.78 158.33
(6) Foreign investments or collaborators, if any.

BT Frontline Pte Limited, Singapore has 51% shareholding in
the company.
II. Information about the appointee
(i) Background details
Mr. K.R.Chandrasekaran is a chartered accountant with over
31 years of experience. He was previously employed as an
Assistant General Manager of Harita Finance Limited from
1990 to 1997, as Manager Finance with HCL Infosystems Ltd
from1985 to 1990 and as a Management Accountant of ACC
Babcock Ltd from 1980 to 1985.
(ii) Past Remuneration
For the financial year 2009 – 2010, Mr. K.R.Chandrasekaran ‘s
total remuneration was Rs. 2,409,600/-
(iii) Recognition or awards / Job profile and his suitability
Mr. K.R.Chandrasekaran has managed the financial matters of
the company ably over the last few years. In the opinion of
the Board, he is eminently suited for the position he holds.
(iv) Remuneration proposed
The remuneration of Mr. K.R.Chandrasekaran is set out above.
(v) Comparative remuneration profile with respect to
industry, size of the company, profile of the position and
person.
The substantive remuneration of Mr. K.R.Chandrasekaran
is not out of tune with the remuneration in similar sized
companies in similar segment of business.
(vi) Pecuniary relationship directly or indirectly with the
company, or relationship with managerial personnel, if any.
Other than the remuneration, equity holdings and
directorship in associate Companies as stated above, Mr.
K.R.Chandrasekaran has no other pecuniary relationship
directly or indirectly with the company or any of its Directors.
III. Other Information
The Agreement also sets out the duties and various
obligations of Mr. K.R.Chandrasekaran. The appointment of
Mr. K.R.Chandrasekaran as a Whole time Director and the
remuneration payable to him as aforesaid, are required to be
approved by the members at this Annual General Meeting
in terms of section 269 of the Act. The resolution at item 7 of
special business is intended for this purpose.
Item no 8 and 9
Mr. N R Panicker was re-appointed as the Managing Director
of the company at the Annual General Meeting held on 06-
09-2007, for a period of 5 years, from 01-11-2007 to 31-10-
2012 on the terms and conditions including remuneration
in accordance with provisions contained in the Schedule
XIII to the Companies Act, 1956. However the resolution
was passed as an ordinary resolution instead of as a special
resolution.
As per Schedule XIII Part II Section II of the Companies
Act, 1956, the minimum remuneration can be paid to any
Director in the year of loss or inadequacy of profit, provided
the company had passed such a resolution as a special
resolution.
Due to various reasons, during the year ended 31st March
2010 , there is inadequacy of profits to pay the full
remuneration to Mr. N.R.Panicker as per approval of the
shareholders in the Annual General Meeting held on
September 06, 2007.

Accordingly, the company has proposed to pass resolution
re-appointing him as a Managing Director as a special
resolution in the ensuing Annual General Meeting with
effect from 01-04-2010 for the remaining period of the
current five year term of the office .
Further the company is proposing to pass the resolution
under item 9 , as a special resolution , to apply to the
Central Government , to pay him the remuneration as per
the resolution passed in the Annual General Meeting held
on 06-09-2007 for the year ended 31st March 2010 as
minimum remuneration .There is a shortfall of Rs.520,135 in
the remuneration payable to him for the year ended 31st
March 2010. as against the remuneration approved by the
shareholders. The board of directors at its meeting held on
22nd July 2010 have approved to pay the remuneration
as approved by the shareholders in the Annual General
Meeting held on 06-09-2007 as minimum remuneration for
the year ended 31st March 2010, subject to the approval of
shareholders and the Central Government.
The proposals as set out in the Notice is placed for
consideration and approval.
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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Mr. N.R.Panicker is interested in the resolution, as it relates to
his appointment and payment of remuneration to him.
None of the other Directors are interested in the resolution
set out in the Notice.
Mr. N R Panicker holds 287,500 shares in the Company.
Mr. N R Panicker also holds Directorship in the following
associate companies:
Accel Limited
Accel Frontline Services Limited
Accel Transmatic Limited
Accel Tele.Net Limited
ACL Systems and Technologies Pte. Ltd., Singapore
Accel Frontline FZE, Dubai
Accel IT Resources Limited
Network Programs (USA) Inc, USA
Network Programs (Japan) Inc, USA
Network Programs Kabushaki Kaishai, Japan
Accel Systems Group Inc, USA
Accel Media Ventures Limited
Mr. N R Panicker is not related to any other Director of the
Company.
This explanatory statement together with the accompanying
notice may be treated as an abstract of the terms
of appointment of Mr. N R Panicker and payment of
remuneration to him and Memorandum of Interest under
section 302(7) of the Companies Act, 1956.
Information required under Clause (iv) of proviso to
paragraph 1(B) of Section II of Part II of Schedule XIII of the
Companies Act, 1956 is given below :
The information below is in relation to the proposal
contained in Item No.8 and 9 of the Notice relating to re-
appointment and payment of minimum remuneration of Mr.
N R Panicker as Managing Director of the Company.
I. General Information
(1) Nature of Interest
The Company is in the business of IT Infrastructure
Management Services..
(2) Date or expected date of commencement of commercial
production.
The Company has been in business for the past 15 years.
(3) In case of new companies, expected date of
commencement of activities.
Not applicable, as the company is an existing company.
(4) Financial performance based on given indicators.
( Rs. in million )
31.03.2010 31.03.2009 31.03.2008
Sales (Gross) 2,569.21 2,736.34 2,692.60
Profit Before
Tax
63.06 70.54 78.68
Profit After Tax 47.46 43.94 60.95
Shareholders’
Fund
1028.84 1020.51 1000.02
Rate of Divi-
dend on equity
Shares (%)
15 10 15
(5) Export performance
The Company ‘s export earnings for the past three years are
as follows :
(Rs. in million )
31.03.2010 31.03.2009 31.03.2008
Income from
services
68.47 124.78 158.33
6) Foreign investments or collaborators, if any.

BT Frontline Pte Limited, Singapore has 51% shareholding in
the company.
II. Information about the appointee
(i) Background details
Mr. N.R Panicker is a technocrat with over 34 years of
experience in the IT industry. He is the founder of the
Accel group of companies, head quartered at Chennai. He
graduated in Electronics and Communication Engineering
from the University of Kerala in 1976. He held various
positions in HCL Limited (now known as HCL Infosystems
Limited), from 1977 to 1990. Dataquest has ranked Mr.
Panicker among the Top 10 Key Influencers in the Indian
IT industry in 2005. He is an active participant in The Indus
Entrepreneurs and a life member in Computer Society of
India. He is also associated with the Kerala Venture Capital
Fund Private Limited as a director on its board.
(ii) Past Remuneration
For the financial year 2009 – 2010, Mr. N R Panicker ‘s was
paid a total remuneration Rs. 41,79,865/-
(iii) Recognition or awards / Job profile and his suitability.
Mr. N R Panicker has managed the company ably over the last
several years.
In the opinion of the Board, he is eminently suited for the
position he holds.
(iv) Remuneration proposed
The remuneration of Mr. N R Panicker is as approved by the
shareholder in the Annual General Meeting held on 06-09-
2007.
(v) Comparative Remuneration profile with respect to
industry, size of the company, profile of the position and
person.
The substantive remuneration of Mr. N R Panicker is not out
of tune with the remuneration in similar sized companies in
similar segment of business.
(vi) Pecuniary relationship directly or indirectly with the
company, or relationship with managerial personnel, if any.
Mr. N R Panicker is the promoter of the company and founder
of the Accel Group of Companies. He has equity holdings in
the company and some of the Associate Companies. He is
not related to any other managerial personnel.
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
III. Other Information

Reasons of loss or inadequate profits:
On account of economic slow down, intense competition
and the continued pressure on margins and profitability,
the company achieved a modest growth. Due to pricing
pressure the company lost few service contracts during the
year resulting in reduction of profits.
Steps taken or proposed to be taken for improvements:
The company has taken various steps to improve efficiency
and reduce costs including right sizing of the manpower .
The company has already secured back few of the lost service
contracts. The marketing and sales functions have been
revamped and the current order book reflects the results of
the improved efforts put in by the company.
The reappointment of Mr. N R Panicker by way of a special
resolution, as a Managing Director and the minimum
remuneration payable to him and the obtention of Central
Government’s approval as aforesaid, are required to be
approved by the members at this Annual General Meeting in
terms of section 269 of the Act. The Resolution at items 8 and
9 as special business is intended for this purposes.
Item No. 10
The shareholders of the Company at the Extra ordinary
General meeting held on 11th February 2006 had vide
special resolution, approved the payment of commission
to non-wholetime directors at the rate of 1% of the net
profits calculated as per the companies act, 1956 for a period
of three years commencing from 1st April 2006. The three
year period expired on 31-03-2009.Taking into account the
responsibilities of the Directors, it is proposed to continue
with payment of commission to non-wholetime Directors of
the Company for a further period of 5 years.
Accordingly , it is proposed that in terms of Section 309 (4)
of the Act , the Directors ( apart from the Managing and the
wholetime director ) be paid , for each of the financial years
of the company commencing April 1, 2009, remuneration not
exceeding 1% per annum of the net profits of the company
computed in accordance with provisions of the Act.
All the non executive independent directors of the Company
are concerned or interested in the resolution at item 10 of
the Notice to the extent of the remuneration that may be
received by them.
NOTES:
1. A member entitled to attend and vote is entitled to appoint
one or more proxies to attend and vote instead of himself
and the proxy need not be a member of the company. The
instrument appointing a proxy should however be deposited
at the registered office of the company, not less than 48
hours before the commencement of the meeting.
2. Revenue stamp should be affixed on the proxy forms, which
are not stamped, are liable to be considered as invalid.
Further for the purpose of identification, it is advised to affix
the signature of the proxy also in the proxy form.
3. Corporate members are requested to send a duly certified
copy of the board resolution authorizing their representatives
to attend and vote at the AGM.
4. Members/ proxies are requested to bring the attendance
slips duly filled in and signed for attending the meeting.
5. In case of Joint holders attending the meeting, only such joint
holder who is higher in the order of names will be entitled to
vote.
6. Members who hold shares in electronic form are requested
to write their client ID and DP ID number and those who
hold shares in physical form are requested to write their folio
numbers in the attendance slip for attending the meeting to
facilitate identification of membership at the meeting.
7. Members who wish to obtain any information on the
company or the accounts may send their queries at least
10 days before the date of the meeting to the company at
No.75, Nelson Manickam Road, Aminjikarai, Chennai 600029,
or e-mail at sweena.nair@accelfrontline.in, addressed to the
Company Secretary.
8. Members having shares registered in the same name or in
the same of order of names but in several folios may please
write to the RTA so that the folios can be consolidated. A
copy of the letter may please be marked to the company
secretary.
9. Members holding shares in physical form, who are desirous of
making nomination as permitted under section 109A of the
Companies Act, 1956 in respect of the shares held by them in
the Company, may write to the RTA for the prescribed form.
10. All documents referred to in the accompanying notice
and explanatory statements are open for inspection at the
Registered Office of the Company on all working days except
Saturdays between 11.00 AM and 1.00 PM up to the date of
AGM.
11. The Company has notified closure of the Register of Members
and the share transfer books from 15th September 2010 to
22nd September 2010 (both days inclusive).
12. Your company had declared an interim dividend of 15%
to all the members whose name appear in the Register
of Members on 22nd March, 2010 and the same has been
despatched to the respective shareholders by NECS credit
and Under Certificate of Posting. Members who have not
received the same are requested to write to the company
giving necessary details.
13. The particulars of the Director, retiring by rotation and
eligible for re-appointment, are given in the report of the
Directors to the members and also in the report on Corporate
Governance.
Registered Office By order of the Board
75, Nelson Manickam Road
Chennai 600 029
Sweena Nair
Date: July 22, 2010 Company Secretary
9
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Director’s report
Dear Shareholders,
Your Directors are pleased to present the 15th annual report together with the audited accounts of the company for the year ended March
31, 2010.
INR in million
Financial results Standalone Consolidated
for the year ended March 31, 2010 2009 2010 2009
Sales, Services & other income
Profit before interest, depreciation & tax
Interest
Depreciation
Provision for tax
Profit after tax
Balance brought forward from previous year
Profit available for appropriation
Appropriations
Transfer to general reserve
Proposed dividend on equity shares
Tax on dividend
Balance carried to balance sheet
Total
2569.21
163.17
42.50
57.61
16.10
46.97
224.38
272.21
5.00
33.76
5.74
227.71
272.21
2736.34
192.54
60.43
61.57
28.07
42.47
213.89
260.71
10.00
22.51
3.83
224.37
260.71
2715.49
175.07
42.61
57.82
16.10
58.54
276.56
335.96
5.00
33.76
5.74
291.46
335.96
2946.74
219.16
61.73
61.96
28.07
67.40
241.14
312.90
10.00
22.51
3.83
276.56
312.90
Review of operations
The performance of the company during the year under review
was less than expected due to continued slowdown in the IT
spending by the major corporate as an aftermath of the global
economic problems. The company achieved a modest growth of
1.62% on its core business of IT infrastructure services after tak-
ing into account the discontinued business of Warranty Man-
agement Services division which was hived off with effect from
January1, 2009. The highlights of the performance for the year
are discussed in detail in the management discussion and analy-
sis report attached as annexure to this report. The company, on a
standalone basis, has posted a net turnover of Rs 2,569.21 mn for
the year ended March 31, 2010, as compared to Rs 2,736.34 mn for
the year ended March 31, 2009, which included the results of the
WMS division and EBITDA of Rs 163.17 mn as against Rs 192.54
mn for the previous year ended March 31st 2009. The company
reported a profit before tax of Rs.63.07 mn as against Rs. 70.54 mn
for the corresponding period last year. On a consolidated basis, the
net turnover was Rs 2,715.49 mn, the EBITDA was Rs.175.07 mn
and the profit after tax was Rs 58.54 mn.
Consolidated financial statements
Consolidated financial statements, prepared in accordance with
Accounting Standard AS 21, issued by the Institute of Chartered
Accountants of India, and as required by the Listing Agreement are
attached and forms part of the Annual Report and Accounts. The
summary results are provided in the table above.
Report on conservation of energy, technology absorption etc.
Information as required under section 217 (1) (e) of the compa-
nies act, 1956 read with companies (disclosure of particulars in the
report of board of directors) rule, 1988 regarding conservation of
energy, technology absorption are given in annexure I to this re-
port. The details regarding foreign exchange earnings and outgo
are being mentioned in the notes to the accounts.
Management discussion and analysis
The management discussion and analysis and various initiatives
and future prospects of the company are enclosed, separately as
annexure II.
Report of corporate governance
A report on Corporate Governance together with auditor’s certifi-
cate on compliance with the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement is provided
in annexure III to this report.
Auditors certificate on corporate governance
The certificate issued by the auditors of the company on corporate
governance is given in Annexure IV.
Directors responsibility statement
The directors responsibility statement pursuant to sub sec-
tion 2 AA of Section 217 of the Companies Act, 1956 is given in
Annexure V.
10
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
CEO /CFO certification
The Chairman and Managing Director and the Chief Financial Of-
ficer have submitted a certificate to the Board regarding the finan-
cial statements and other matters as required under Clause 49 (V)
of the Listing Agreement. This is provided as Annexure VI to this
report.
Particulars of employees
The particulars regarding employees of the company pursuant to
Section 217 (2A) of the Companies Act, 1956 read with the Compa-
nies (Particulars of Employees) Rules, 1975 are given in annexure
VII to the Director’s Report. However, in terms of sec 219 (1) (b)
(iv) of the Companies Act, 1956 the Directors Report (excluding
annexure VII) is being sent to all the shareholders of the company.
Any shareholder interested in obtaining a copy of the said annex-
ure may write to the company secretary at the registered office of
the company.
Financial statements of subsidiary companies:-
The statement pursuant to sub-section 3 of Section 212 of the
Companies Act, 1956 are given in annexure VIII to this Report. Pur-
suant to the exemption granted by the department of Company
Affairs, Government of India, the parent company is publishing the
consolidated and standalone financial statements of Accel Front-
line Limited and its subsidiaries. The financial statements and audi-
tors’ report of the individual subsidiaries are available for inspec-
tion by the shareholders at the registered office. The information in
aggregate on capital, reserves, total assets, total liabilities, details of
investments, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend for each subsidiary are
given elsewhere in the report.
Dividend
At the meeting held on March 10, 2010, the Board of Directors had
approved an interim dividend of 15% (Rs 1.50 per equity share of
Rs 10/-) for the year ended March 31, 2010. This Interim dividend
was paid to all the shareholders whose names appeared in the reg-
ister of members as on the Record date i.e. March 22, 2010. The
Board of Directors, keeping in mind the requirement of funds for
future expansions, have not recommended any final dividend for
the financial year ended March 31, 2010.
Directors
Mr. Sudhir Narang , Mr. Steve Ting Tuan Toon and Mr. Suresh
K.Sharma , retires by rotation and are eligible for re-appointment.
Mr. K.R.Chandrasekaran is being reappointed as a whole time di-
rector for a further period of one year.
Quality management
Your company’s quality policy is to enhance customer satisfaction
through continued improvement of skills, processes and technol-
ogies. During the year the company continued to invest in tech-
nologies, infrastructure and processes in order to keep our quality
management systems updated. We are a ISO 9001/2000 certified
unit for IT infrastructure management services.
Auditors
K S Aiyar & Co Chartered Accountants, Chennai, auditors of the
Company retire at the ensuing Annual General Meeting, and be-
ing eligible, offer themselves for reappointment. The company has
received confirmation from them that their appointment will be
within the limits prescribed under Section 224(1B) of the Compa-
nies Act, 1956. The audit committee of the Board has recommend-
ed their reappointment. The necessary resolution is being placed
before the shareholders for approval.
Internal control systems
Your company has adequate internal control procedures com-
mensurate with the size and nature of its operations.
The internal control system were further strengthened by internal
audit carried by an independent firm of chartered accountants
and a periodical review by the management. The audit committee
of the board addresses issues raised by internal auditors, statutory
auditors and management auditors.
Acknowledgement
Your directors would like to express their grateful appreciation for
the assistance and co-operation received from Central and State
Governments, financial institutions, banks, Government authori-
ties, customers, suppliers and investors during the year under re-
view. Your Directors wish to place on record their deep sense of
appreciation, of the dedicated and sincere services rendered by
the employees of the company for its success.

For and on behalf of the board
Chennai, N.R. Panicker
July 22 , 2010. Chairman & Managing Director
Annexure I to the Director’s Report
Conservation of energy,
Technology Absorption,
Adaptation and Innovation and
Foreign Exchange earnings and
outgo
The company’s operations involve very low energy consumption
and therefore the scope of energy conservation is limited. The
company has taken steps to conserve electricity consumption in
offices.
The company is in high technology business and is constantly
upgrading technology to meet the current challenges at all levels.
Almost all employees in the company use personal computers, in a
networked environment .The company uses internet based tech-
nology for its communication needs.
The details regarding foreign exchange earnings and outgo are
being mentioned in the notes to the accounts.
Annexure II to the Director’s Report
Management discussion and
analysis
The IT services industry scenario
Indian IT industry witnessed a major slowdown in its growth for
the first time in several years. The domestic industry has followed
the global scenario of cutting down on IT spending with a cautious
11
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
approach. However, government and certain industry segments
such as Banking, finance and insurance sectors continued to invest
in new technologies and solutions. It is estimated that the indus-
try will have slower growth in the coming few years and stabilize
around 10% annual growth going forward.
The Year in brief
On a consolidated basis, the net turnover was Rs.2,715.49 mn for
the year ended March 31st, 2010 as compared to Rs. 2,946.74 mn
for the year ended March 31st, 2009 (including the results of WMS
division for nine months period ended December 31, 2008).The
EBIDTA for the year before an exceptional item of Rs.49.75 mn was
Rs. 224.82mn for the year ended March 31st 2010 as against Rs.
301.85 mn for the previous year ended March 31st 2009. The drop
in the EBIDTA was mainly due to reduction in the value of few ser-
vice contracts and the hiving off of the non core Warranty Man-
agement Services business for a cash consideration. The company
reported a profit before tax of Rs. 74.64 mn as against Rs. 95.47
mn during the corresponding period last year. The subsidiary com-
pany in Dubai incurred a loss during the year mainly due to the
severe economic downturn prevailing in the Middle East region.
The subsidiary company achieved a turnover of AED 8.46 mn as
compared to AED 11.60 mn for the previous year ended March 31,
2009. The Singapore, US and Japan subsidiaries performed much
in line with the expectations.
Business model
The company’s business model revolves around IT Services , which
includes Systems Integrations, IT infrastructure management and
software services, including ERP consulting and implementation,
banking software implementation and e governance projects. The
company continues to enjoy strategic partnerships required for its
business with global IT companies like Oracle, IBM and Microsoft
to deliver solutions and services. The company is in the process
of setting up a remote infrastructure management division to ad-
dress global customers in IT infrastructure management.During
the year, Oracle completed the acquisition of Sun Microsystems
and the company continued to enjoy good relationship with Or-
acle in the new arrangement as a Platinum partner.

Delivery model
The delivery model integrating people, processes and technology
endeavours to achieve IT solutions at lower total cost of owner-
ship for our customers. We constantly innovate to offer better cus-
tomized solutions to our customers which enhances the quality
offered to the customer.
Our offshore development center for software application ser-
vices, datacenter for hosting solutions, remote infrastructure man-
agement facility, the call center for technical help desk, are located
at Chennai, which serves as the central hub of our service delivery
network. We have 8 regional offices and over 100 direct service lo-
cations across India in a hub-and-spoke model to help deliver our
services on a pan India basis.
We have the requisite strategic partnerships with international
technology providers such as Oracle, IBM and Microsoft to deliver
solutions and services that are leading edge and industry oriented.
Marketing
The business, during the current year continues to be organized
into three strategic business units namely IT Infrastructure Solu-
tions, IT Infrastructure Management Services and Enterprise Soft-
ware Solutions.
There is a single centralized marketing and sales organization to
manage the marketing and sales operations which co-ordinates
sales and marketing efforts of the regional offices who are direct
to the customers. .
Competitive strength
The IT industry is highly dynamic and fast changing. The cus-
tomer is demanding and has to be constantly upgraded to the
latest available technology at lower cost. We have a diversified
business portfolio which complement each other and we are in a
unique position to offer IT outsourcing solutions in a cost effective
manner. Our vast experience and expertise in handling large and
complex system integration projects for multiple customers, is our
competitive edge. We have a stable management team, several of
them serving the company since its inception.
Human resource management
As on 31st March 2010, the company had employee strength of
1,662. The multicultural workforce is drawn from different disci-
plines and domain backgrounds. We have an established employ-
ee recruitment and retention policy, which involves identifying
right talents through campus recruitment as well as lateral recruit-
ment and providing them with appropriate training and induction.
Quality
The company has benefited immensely from its policy of making
Quality an integral part of its processes. The Accel Quality Frame-
work (AQF) initiative has set guidelines and procedures to ensure
quality standards across the organisation. The ISO 9001-2000 certi-
fication for Infrastructure Management Services were the result of
consistent conformance to the AQF initiative. An employee portal
has been set up for knowledge management and sharing within
the company. Regular knowledge and skill upgradation training
programs are conducted by internal as well as external knowledge
management experts
Infrastructure
Our registered and corporate office is located at Chennai. The com-
pany occupies approximately 180,000 square feet of office space
across various locations in India. All the major offices and software
development centres are well equipped with all necessary infra-
structure facilities.
Usage of information technology
The company has automated various department functions in the
company such as accounts, finance, HRD, customer service, logis-
tics etc., using appropriate software application packages. The
company has implemented Oracle financials and is in the process
of integrating with other application suites.
Finance accounts and operational controls
The financial objective of the company is to bring in efficiencies
of operations at all levels so as to maximize return on capital em-
ployed and to generate sufficient cash profits to fund on-going
expansions and to meet the growth objectives.
The audit committee and the Board periodically review perfor-
mance parameters related to financial performance of the com-
pany to ensure smooth implementation of the internal control sys-
tems and efficient management of the various resources. The audit
committee conducts periodic reviews with the management, in-
ternal auditor and the external auditor. There is an on-going cost
12
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
monitoring program to control various expenses and the Board
reviews the variance analysis.
Revenues
Consolidated revenues have been mentioned at the beginning of
this report. On a standalone basis, the company posted net rev-
enues of Rs.2,569.21 million for the year ended March 31, 2010, as
compared to Rs.2,736.34 million for the year ended March 31, 2009
(including the results of WMS division for nine months period end-
ed December 31, 2008).. This growth is not strictly comparable as
the financial results of the previous year 2008-09 includes perfor-
mance of the Warranty Management Services division (WMS divi-
sion) for the nine months period ended December 31, 2008 which
was hived off with effect from January1, 2009. The EBITDA for the
year ended March 31, 2010 before write off and provisioning for
bad and doubtful debts was Rs.208.05 mn as against Rs.272.06 mn
for the previous year ended March 31st 2009, The company’s fo-
cus continues to be IT Infrastructure Management Services during
the year under review. The company reported a profit before tax of
Rs.63.07 million as against Rs.70.54 million for the corresponding
period last year.
Sales from geographies
During the year under review 93 % of the revenue was from do-
mestic operations and 7% of the revenue was from subsidiary op-
erations in Singapore, Dubai, USA and Japan.
Customer concentration
During the year, our Top 10 customers contributed 39 % of the rev-
enue and Top 20 customers contributed 52 % of the revenue. The
rest is distributed over approx 1000 customers diversified across
geography and industry verticals.
The company focuses on major verticals; Manufacturing, BFSI, Tele-
com, Government and Education. As on March 31 2010, the vertical
wise break up of revenues was as follows:
Manufacturing 9 %
BFSI 17 %
Telecom & IT 52 %
Others 22 %

Working capital utilisation 2009-10
. The company is into turnkey projects involving integration, test-
ing and acceptance, of various IT systems, software etc. results in a
longer collection cycle. Hence the requirement of working capital
increases year on year in line with the growth. As on March 31
2010 the company had utilised Rs.438.85 mn ( previous year Rs.
335.97 mn) of fund based limits and Letters of Credits accepted
for payment . The company had also utilized Rs. 111.36 mn of Bank
Guarantee limits for issuing performance guarantees. The com-
pany has got sufficient cash flows and profit generation to service
these borrowings.
Receivables management
The company’s continues to have challenges with receivable man-
agement, due to the nature of industry it operates in profile of the
large clientele with multi location presence and complex tech-
nologies and processes involved in execution and delivery. The
economic slow down also added to the delays in collections. The
company had a sundry debtors amounting to Rs.997.00 million
net of provision for doubtful debts amounting to Rs.14.05 million
as at March 31, 2010, as compared to Rs.988.09 million as at March
31, 2009. The debtors are considered good and realizable.
A large portion of these receivables are from turnkey projects,
which have a longer gestation to implement and the payment
terms are generally on commissioning and acceptance and hence
the longer duration of the receivable cycle. The company has been
consciously improving its processes to select customers with good
credit worthiness to mitigate risks and to improve collection cycle..
Margins
During the year under review, the gross margin was 34% as com-
pared to 41% in the previous year, showing a decrease of 7 % on
the turnover. The drop was due to various factors mainly, as the
company wanted to focus only on customers with good track re-
cord to mitigate risk in an economic slowdown and drop in the
value of certain running service contracts as the customers want-
ed to conserve their resources. The situation has started improving
from the 4th quarter of the financial year and is expected to be
better during the current financial year. The company is hopeful of
increasing the product mix between system integration and ser-
vices to achieve better margins.
Reserves and surplus
During the year under review the company transferred Rs 5 million
from the retained earnings to the general reserves, and together
with the balance at the beginning of the year, the General reserves
stood at Rs 82.81 million. The reserves and surplus as on March 31,
2010 was at Rs 864.44 million, out of which the securities premium
was Rs. 493.23 million and the balance in profit & loss account
was Rs 291.46 million. We decreased the reserves and surplus by
Rs.3.06 million during the year due to currency fluctuation for ad-
justment in the values of investments and loans & advances with
respect to subsidiaries. The company has not revalued any of its
assets and hence does not have any revaluation reserve.
Loan profile
During the year, the company reorganized its working capital lim-
its with its bankers mainly to lower the cost of borrowing. As on
March 31 2010, the company had a sanctioned working capital fa-
cility of Rs 1140 million from company’s bankers, out of which Rs
370 million is fund based and Rs. 770 million is non-fund based fa-
cilities. During the year, the company reduced the working capital
limits with State Bank of India to Rs.320 milion from Rs.690 million
of previous year. The company increased its working capital limits
with IDBI Bank from Rs.200 million of previous year to Rs.450 mil-
lion. The company availed fresh working capital limits from ICICI
Bank to the extent of Rs.170 million and Barclays Bank to the ex-
tent of Rs.200 million. The funds utilised and outstanding were Rs
438.86 million including letters of credits utilized and accepted for
payment. The total amount of performance bank guarantees is-
sued by the bankers was Rs.111.36 millions.
Fixed assets
During the year, the company has removed from the gross fixed as-
sets and accumulated depreciation an amount of Rs.18.17 mn and
Rs.17.64 mn respectively towards assets put out of use on account
of technology upgradation, end of life and scrapping of assets.

Capital expenditure
The capital expenditure incurred during the year was Rs.26.67 mn
including a capital work in progress of Rs 1.30 mn. These capital
expenditures were incurred mainly to add infrastructure against
customer orders and reduce rental expenditure by shifting to
cheaper offices in few locations.
13
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Goodwill
The excess of cost to the company of its investments in the sub-
sidiaries acquired overseas, over and above the company’s portion
of equity, as at the date of making investment is recognized in the
financial statements as Goodwill on consolidation. The value of
good will recognized on consolidation as at March 31, 2010 was Rs.
64.97 mn. The movement in goodwill is on account of exchange
fluctuation recognized during the year.
Depreciation and amortization
The company has been following straight-line basis of deprecia-
tion and has depreciated assets based on the rates mentioned in
the Companies Act, 1956. In respect of application software, esti-
mated useful life of the assets is taken as 7 years and has accord-
ingly amortized the value of the software assets capitalized.
Investments
There were no changes in the movement of investments during
the current year.

Loans and advances
The loans and advances were at Rs.373.02 mn as at the end for
the year under review. This includes an amount of Rs. 29.54 mn ly-
ing as security deposits offered for various leased premises taken
by the company, Rs. 31.10 offered as security earnest money de-
posits for various contracts and tenders, as performance security,
Rs.60.91mn of unbilled revenues, Rs.15.94 mn of special additional
duty refunds from customs and Rs.157.62 mn of advance income
tax and tax deducted at source net of provision for income tax.

Interest outflow
During the year the working capital facilities were reorganized
which brought down the interest cost. The company also utilized
more of foreign currency buyers credit which were substantially
hedged to bring down the interest outflow. The company incurred
an expense of Rs. 42.61 mn as Interest and Financial charges. This
included an amount of Rs. 16.33 mn towards interest for work-
ing capital facilities, and Rs. 26.28 mn towards the other financial
charges like Bank charges, Bank Guarantee commissions, Letter of
credit discounting charges etc.
Taxation
We have provided for the tax liability considering the present cor-
porate tax rate of 33.99%, which includes surcharge and cess. The
profits attributable to Software Technology Parks of India (STPI)
scheme are exempted from income tax for a period of 10 years
from the financial year the unit starts producing computer soft-
ware or March 31st 2011 which ever is earlier. There is no tax liabil-
ity for the Dubai and Japan subsidiary and we have unabsorbed
losses in Singapore and USA subsidiaries. During the year under
review, the company has provided an amount of Rs 19.80 mn to-
wards Income tax liability. The company has an advance tax and
tax deducted at source net of provisions of Rs.157.62 mn.
Forex
We have availed buyer’s credit for our imports in foreign curren-
cies from banks. During the year, we have made a net gain of Rs.
19.53 million mainly due to appreciation of Rupee during the year.
The company had substantially covered the foreign exchange ex-
posure and continues with the practice in the current year.
Risk management
We operate in highly competitive and fast changing market envi-
ronment. Our competition includes large system integrators and
IT service providers. We face challenges due to the fast changing
technology and shortage of technically competent professionals
and the high attritions that are faced in the industry. We have miti-
gated this risks through a diversified business portfolio compris-
ing of multi vendor IT services We believe that we have requisite
management and HRD capabilities to recruit, train and deploy IT
professionals on an ongoing basis in order to make available suf-
ficient manpower. The company is constantly reviewing various
business risks and taking appropriate measures to mitigate the
same.
Room for optimism
The company having been in existence for 20 years has been
successful in creating a loyal base of over 1000 customers, most
of them giving repeat business. The company has exited non re-
munerative SME customers, consciously over the last few years
to focus on value added services to larger corporate clients The
company has identified remote infrastructure management as a
new growth area and has already put in place the necessary infra-
structure to increase the business in this segment. The company
will try to promote the services with the existing customers to start
with and move to other large customers within and outside the
country. The company is constantly trying to keep the overheads
at a manageable level. The margins during the current year are ex-
pected to be better than last year.
Cautionary statement
Statements in the Management Discussion and Analysis describ-
ing the company’s objective, Projections estimates, expectation
may be forward-looking statements within the meaning of appli-
cable securities, laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that
could make a difference to the companies operations include eco-
nomic conditions affecting demand/supply and price conditions
in the domestic and overseas market in which the company op-
erates, change in Government regulations, tax laws, interest costs,
other statutes and other incidental factors.
Thus the company should and need not beheld responsible, if
which in not unlikely, the future turns out to be something quite
different. Subject to this management disclaimer, this discussion
and analysis should be perused.

Annexure III to the Director’s Report
Report on corporate governance
The Directors present the Company’s Report on Corporate Gover-
nance.
1) Philosophy on corporate governance

Accel Frontline Limited (AFL) is respected for its professional man-
agement and good business practices amongst its Clientele. In-
tegrity, emphasis on quality service and transparency in its dealing
with all stakeholders are its core values.
AFL believes that good governance generates goodwill among
business partners, customers and investors, earns respect from
society, brings about a consistent sustainable growth for the Com-
pany and generates competitive returns for the investors. Your
Company is committed to the principles of good governance.
14
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
2) Board of directors
a) Composition of the board
The Board of Directors consists of professionals drawn from diverse fields. The Board currently comprises of two Executive Directors and
Six non-executive Directors. Of the non-executive directors, four are independent which is equal to 50% of the size of the Board. The ob-
jective judgment of the independent and non-executive directors on corporate affairs and their collective experience and contributions
are valuable to the company.
i) Executive directors
Managing Director N.R.Panicker
Whole time Director K.R.Chandrasekaran
ii) Non-Executive directors
Promoters Steve Ting Tuan Toon
Sudhir Narang
Independent Harrison Wang Hong She
Lakshmi G Menon
Sinnakaruppan.R
Suresh K.Sharma
c) Details in regard to attendance of Directors at Board Meetings/Shareholders Meetings, the Number of Directorship/(s)
held in Indian Pubic Limited Companies and the position of Membership/Charimanship of Audit Committee / Remuneration
Committee / Shareholder’s and Investor Grievance Committee.
Name of the Director Category as at 31.03.10
No. of
Board
meetings
Attended
Out of 5
Meetings
held as on
31.03.10
Attendance
at the last
AGM held
On 29.09.09
No. of Director-
ship held in
Indian
Public
Limited
Companies
(excluding
Accel Frontline
Limited)
Committee(s) position
as on 31.03.2010
(All companies
excluding Accel
Frontline Limited)
Member Chairman
N.R. Panicker
Executive Chairman
& M.D.
05 Yes 06 02 01
Steve Ting Tuan Toon Non Executive Director 04 No 00 Nil Nil
K.R. Chandrasekaran Wholetime Director 05 Yes 03 Nil Nil
Lakshmi G Menon
Non-executive Inde-
pendent Director
05 Yes 00 Nil Nil
*Dr. Harrison Wang Hong
She
Non-executive Inde-
pendent Director
05 No 00 Nil Nil
Sinnakaruppan R
Non-executive Inde-
pendent Director
04 No 00 Nil Nil
Suresh K Sharma
Non-executive Inde-
pendent Director
04 No 01 Nil Nil
**Sudhir Narang Non Executive Director 05 No 00 Nil Nil
* attended one meeting via conference call
** attended one meeting via conference call
d) Board’s functioning & procedure
The AFL Board plays a pivotal role in ensuring good gover-
nance. Its style of functioning is democratic. The Members
of the Board have always had complete freedom to express
their opinion and decisions are taken on the basis of a con-
sensus arrival at after detailed discussion. The members are
also free to bring up any matter for discussion at the Board
Meetings with the permission of the Chairman.
The Board’s role, functions, responsibility and accountability
are clearly defined. In addition to its primary role of setting
corporate goals and monitoring corporate performance, it di-
rects long term sustainable growth that translates itself into
progress, prosperity and the fulfillment of stakeholders’ aspi-
rations are accomplished. It also sets standards of corporate
behavior and ensures ethical behaviour at all times and strict
compliance with laws and regulations.
The items placed at the Meetings of the Board include the
following:
·฀ Peport฀on฀operations฀of฀the฀company.:
·฀ Opportunities฀for฀organic฀and฀inorganic฀growth:
·฀ 8usiness฀Plans฀and฀analysis฀of฀variances฀periodically฀as฀com-
pared to the plans;
·฀ ฀ The฀ audited฀ quarterly/half฀ yearly฀ ñnancial฀ results฀ and฀ the฀
audited annual accounts of the company, both consolidated
and on standalone for consideration and approval;
b) Details of equity shares held by the directors
Name of the Director No of shares
N.R.Panicker, Chairman & Managing Director 287,500
K.R.Chandrasekaran, Whole time Director 28,172
Lakshmi G Menon, Independent Director 2,900
15
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
f) Attendance of last annual general meeting.
Three directors of the company attended the last Annual General
meeting held on 29th September 2009.
3. Committees of the Board
a) Audit committee
The committee was originally constituted on 28th April 2004.
It was reconstituted on 11th April 2006 with the terms of
reference as specified in clause 49 of the listing agreement
with the stock exchanges and also fully confirms to the re-
quirements of section 292A of the Companies Act, 1956. It
addresses itself, to matters pertaining to adequacy of internal
controls, reliability of financial statements/others manage-
ment information, adequacy of provisions for liabilities, and
whether the audit tests are appropriate and scientifically
carried out and that they were aligned with the realities of
the business, adequacy of disclosures, compliance with all rel-
evant statues and other facets of the company’s operations
that are of vital concern to the company.
The re-constituted committee comprises of the following
persons:
Name of the member Category Capacity
Mrs. Lakshmi G Menon Non Executive
Independent
Chairman
Mr. Suresh K Sharma Non Executive
Independent
Member
Dr. Harrison Wang Hong She Non Executive
Independent
Member
Mr. Steve Ting Tuan Toon Non Executive /
Promoter
Member
The Chief Financial Officer, the Internal Auditor and the rep-
resentatives of the Statutory Auditors are permanent invitees
to the Audit Committee Meetings. The Company Secretary is
the Secretary of the Committee.
The dates on which the Audit Committee Meetings were held
and the attendance of the Members at the said meetings are
as under:
Financial statements such as cash flow, inventories, sundry
debtors and/or other liabilities or claims of substantial nature;
·฀ Status฀ of฀ borrowings฀ and฀ details฀ of฀ material฀ foreign฀ ex-
change exposures and the steps taken by the management
to limit the risks of adverse exchange rate movement, if any;
·฀ Delegation฀of฀powers฀to฀the฀operational฀management:
·฀ Any฀ material฀ default฀ in฀ ñnancial฀ obligations฀ to฀ any฀ by฀ the฀
company including substantial non-receipt of monies due to
the company;
·฀ Peview฀ compliance฀ of฀ all฀ laws฀ applicable฀ to฀ the฀ company฀
including the requirements of listing agreement signed with
the stock exchanges and steps taken by the company to rec-
tify instances of non-compliances, if any;
·฀ Transactions฀that฀involve฀substantial฀payment฀towards฀good-
will, brand equity or intellectual property, if any;
·฀ Sale฀ of฀ material฀ nature,฀ of฀ investments,฀ subsidiaries฀ assets,฀
which is not in normal course of business, if any;
·฀ |nformation฀ on฀ senior฀ appointments฀ below฀ the฀ board฀ level฀
including the appointment/ removal of the Chief Financial
Officer (CFO) and the Company Secretary;
·฀ Proposals฀for฀ìoint฀ventures/collaborations:
·฀ Material฀ communication฀ from฀ government฀ including฀ show฀
cause notices, demand, prosecution, notices and penalty no-
tices, if any, which are materially important;
·฀ Communication฀ to฀ Stock฀ Lxchanges,฀ the฀ shareholders฀ and฀
the press regarding company’s performance, future plans
and other decision/changes of significant importance or of
price sensitive nature.
All the items on the Agenda are accompanied by notes giv-
ing information on the related subject. The agenda and the
relevant notes are sent in advance separately to each Director
to enable the Board to take informed decisions.
The Minutes of the meetings of the Board are individually
given to all Directors and confirmed at the subsequent Board
Meeting. The Minutes of the various committees of the Board
are also individually given to the Board and thereafter tabled
for discussion at the subsequent Board Meeting.
e) Details of board meetings held during the financial year
and the number of directors present
Sr.
No.
Dates on which the
Board Meetings
were held
Total
strength of
the Board
No. of
Directors
Present
1. 29.04.2009 08 08
2. 28.07.2009 08 08
3. 27.10.2009 08 08
4. 28.01.2010 08 08
5. 10.03.2010 08 05**
** two directors were present via conference call.
Sr. No. Dates of Meetings
Attendance record of the Members
Lakshmi G Menon
(appointed as
Chairman with effect
from 11.04.06)
Steve Ting Tuan
Toon (appointed as
Member with effect
from 11.04.06)
Suresh K Sharma
(appointed as Member
with effect from
11.04.06)
Dr.Harrison Wang Hong
She (appointed as
Member with effect from
11.04.06)
01 29.04.2009 Yes Yes Yes Yes
02 28.07.2009 Yes Yes Yes Yes
03 27.10.2009 Yes Yes Yes Yes
04 28.01.2010 Yes Yes Yes Yes

16
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Internal auditors
The company has appointed a firm of Chartered Accoun-
tants M/s Grant Thornton India as Internal Auditors to review
the Internal Controls systems of the company and to report
thereon. The audit committee reviews the report of the Inter-
nal Auditors.
b) Share transfer / investors’ grievance committee
The re-constituted committee comprises of the follow-
ing persons:
Name of the Member Category Capacity
Mrs. Lakshmi G Menon
Non Executive
Independent
Chairman
Mr.K.R.Chandrasekaran Whole time Director Member
Mr. R. Sinnakaruppan
Non Executive
Independent
Member

The Share Transfer / Investors’ Grievances Committee deals
with various matters relating to: -
·฀฀ Transfer฀/฀transmission฀/฀consolidation฀of฀shares
·฀ |ssue฀of฀Duplicate฀Share฀Certiñcates
·฀ Peview฀of฀shares฀dematerialized฀/฀rematerialized฀and฀all฀
other related matters.
·฀ Monitors฀expeditious฀redressal฀of฀|nvestors' grievances
·฀ Non฀receipt฀of฀Annual฀Peport฀and฀declared฀dividend
·฀ All฀other฀matters฀related฀to฀shares
·฀ Peviewing฀ the฀ performance฀ of฀ the฀ Company's฀ Pegis-
trars
Sl.
No.
Dates of
Meetings
Attendance Record of the Members
Lakshmi G
Menon
R Sinnakaruppan K. R. Chandrasekaran
01 29.04.2009 Yes Yes Yes
02 28.07.2009 Yes Yes Yes
03 27.10.2009 Yes Yes Yes
04 28.01.2010 Yes Yes Yes
05 10.03.2010 Yes No Yes
c) Remuneration committee
The Remuneration Committee was constituted by our
Directors vide their Board Meeting held on April 28,
2004. The Committee was reconstituted vide the Board
Meeting held on April 11, 2006. The re-constituted com-
mittee comprises of the following persons;
Name of the Member Category Capacity
Mr. Steve Ting Tuan Toon Non Executive Chairman
Mr. R. Sinnakaruppan Non Executive
Independent
Member
Mr. Suresh K Sharma Non Executive
Independent
Member
The committee’s goal is to ensure that the company attracts and
retains qualified employees in accordance with its business plans,
that our company fullfils its ethical and legal responsibilities to its
employees.
The terms of reference of the Remuneration Committee are given
below.
1. To review the remuneration of Managing Director/ Whole
time Director, including annual increment and commissions,
after reviewing their performance.
2. Review the remuneration policy followed by our Company,
taking into consideration the performance of senior execu-
tives on certain parameters.
3. Such other matters as may from time to time be required by
any statutory, contractual or other regulatory requirements
to be attended to by the Remuneration Committee.
Sl.
No.
Dates of
Meetings
Attendance Record of the Members
Steve
Ting Tuan
Toon
R Sinnakaruppan Suresh K Sharma
01 29.04.2009 Yes Yes Yes
02 28.07.2009 Yes Yes Yes
03 28.01.2010 Yes Yes Yes
Remuneration policy:
The Remuneration committee has the powers to determine
and recommend to the Board the amount of remuneration,
including performance- linked bonus and perquisites , pay-
able to the Managing Director and whole-time directors. In
terms of guidelines the company ensures that the remunera-
tion payable to the executive director by way of salary in-
cluding other allowances and monetary value of perquisites
should be within the overall limit as stipulated under the
Companies Act, 1956 and approved by the shareholders. The
remuneration structure of the Managing / Wholetime Direc-
tor comprises of salary, performance incentive, perquisites
and allowances, contributions to Provident Fund and Gratu-
ity.
(i) The details of salary and perquisites (including contri-
butions to Provident Fund/Superannuation Fund) paid/
payable to the Managing Director / Whole time Director
for the 12 months period ended March 31, 2010 is as un-
der:
Name
N.R. Panicker,
Managing
Director
K.R. Chandrasekaran,
Whole time Director
Salary 4,179,865 2,409,600
Perquisites - -
Commission - -
Contribution to
Provident Fund /
Superannuation
Fund 504,231 242,031
Total 4,684,096 2,651,631
17
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
(ii) Remuneration to the non-executive directors:
Apart from the sitting fees, which were paid at the rate
of Rs.20,000/- for Non-Executive Director for each meet-
ing of the Board and Rs.10000/- for each Director for
each committee of the Board attended by them, all the
Non Executive Directors are entitled for a commission
calculated at the rate of 1% of the net profits, subject
to the overall limits prescribed under the Companies
Act, 1956 and the shareholders approval in the ensuing
AGM. The total amount of remuneration paid during the
financial year ended 31st March 2010 is as follows:
Name
Commis-
sion
Sitting
Fees
Total
Mrs. Lakshmi G Menon - 1,90,000 1,90,000
Mr.R.Sinnakaruppan - 1,50,000 1,50,000
Dr.Harrison Wang Hong
She
- 1,40,000 1,40,000
Mr. Suresh K Sharma - 1,50,000 1,50,000
Total - 6,30,000 6,30,000
4. Subsidiary companies
The Company has five 100% subsidiaries operating from Sin-
gapore, Dubai, Japan and USA, which are not listed in India or
abroad as of date.
The Statutory Audit Report of the Subsidiary Companies for
every financial year are placed before and reviewed by the
Audit Committee.
5. Information pursuant to clause 49IV(G) of the listing
agreement:
A brief resume and name of the Companies in which Direc-
tors, who are being re-appointed, hold Directorship/Commit-
tee Memberships are given below:
I. Mr. Sudhir Narang

Mr. Sudhir Narang, 46 years, holds an engineering degree
from BITS, Pilani and has also pursued a post-graduate di-
ploma in international trade. Sudhir has over 20 years’ expe-
rience in the Indian IT sector, with a strong grounding in all
aspects of sales, business development, product support and
customer service. Sudhir Narang was appointed Managing
Director for BT’s India operations in December 2007, based
in New Delhi. Sudhir’s last position was as CEO of Tulip IT ser-
vices, a data telecom service provider and IT solutions com-
pany. He has also held various leadership positions, including
senior vice president, India and SAARC, at Cisco Systems India
Pvt Ltd. At Cisco where he spent close to a decade, Sudhir
worked with business verticals comprising enterprise, ITES,
public sector and service providers. Before joining Cisco, Sud-
hir held the position of general manager at HCL Comnect, the
networking line of business for HCL.
Mr. Sudhir Narang does not hold any shares in the company.
Directorship in other Indian companies
·฀ BT ( India) Private Limited
·฀ BT Global Communications India Private Limited
·฀ BT Telecom India Private Limited
·฀ BT e-serve (India) Private Limited
·฀ BT Telco Services India Private Limited
·฀ Net2S India Private Limited
Committee Position: Accel Frontline Limited - Nil
II. Mr. Suresh K. Sharma
Mr. Suresh K Sharma, 56 Years, is a former GE executive, is an
internationally acknowledged business leader known for
his progmatic vision, thought-leadership, operational excel-
lence, inventions and entrepreneurial successes. Co-author
of the best-selling book “Global Outsourcing: Executing an
Onshore, Nearshore and Offshore Strategy”, Suresh, over past
25 years, has played leading roles in setting up and running
major facilities in manufacturing, R&D, Engineering Services,
IT, Retail, BPO (Business Process), and Healthcare in U.S.A., In-
dia, Mexico, China, Canada, EU, Eastern Europe and Asia. With
his exceptional ability to sense and step change the business
DNA, Suresh has contributed extensively in the Energy, Avia-
tion, e-Business, Security, Global Sourcing, Materials, IT, Supply
Chain, Six Sigma Quality and Defense industries. Currently, he
is President and CEO of Hydro Phi Technologies Inc. Suresh
has an M.S. from University of Florida, Gainesville FL U.S.A.
(1994), Management of Technology Courses with British
Aerospace, PLC, U.K. (1983), and BE (Honours) in Mechanical
from BITS, Pilani, India (1975)
Mr. Suresh K. Sharma hold - Nil equity shares of the Company
Directorship in Other Indian Companies
- Asian Electronics Limited
- Integral Technologies Private Limited
Committee Position : Accel Frontline Limited
- Audit Committee - Member
- Remuneration Committee - Member
III. Mr. Steve Ting Tuan Toon
Mr. Steve Ting Tuan Toon, 53 years is the founder and Chair-
man of the Frontline Group of Companies. He graduated
from National University of Singapore in 1982 and has held
several management positions in Hewlett Packard Singapore
and Mentor Graphics Corporation Pte Ltd., He started his first
company Mentor Graphics Associates Pte Ltd in 1993 and
subsequently Frontline Technologies Pte Ltd in 1994.
Steve was appointed Executive Chairman of BT South East
Asia on 1 October 2008 to drive the South East Asia’s busi-
ness. He leads the combined BT South East Asia and BT Front-
line Group business performance in Asia Pacific.
He has received many awards including the title of Doctorate
in Business Administration from the Wisconsin International
University in USA in 2002 and the Ernst & Young Enterpreneur
of the Year (Business Service & Technology) award in 2002. He
served in various committees and boards in tertiary institu-
18
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
tions and various companies in Asia Pacific and is also ac-
tive in providing guidance in entrepreneurship via lectures
and seminars. He was appointed a Counsel Member in The
Enterprise Challenge (TEC) by the Public Service 21 office of
the Singapore Government. In the same year, Steve was also
awarded by the National University of Singapore (NUS) for
the Centennial Entrepreneurship Award for Technology.
Mr. Steve Ting Tuan Toon holds Nil equity shares of the Com-
pany
Directorship in other Indian companies - Nil
Committee Position : Accel Frontline Limited
Remuneration Committee - Chairman
Audit Committee - Member
6. General body meetings
a) Details of location & time of holding the last three An-
nual General Meetings.
Year Location Date & Time
12th AGM- 2007
Kasturi Srinivasan Hall
The Music Academy,
168 TTK Road
Chennai 600014.
6th September
2007
11 AM
13th AGM- 2008
Kasturi Srinivasan Hall
The Music Academy,
168 TTK Road
Chennai 600014
24th September
2008
11 AM
14th AGM - 2009
Narada Gana Sabha
Trust Mini Hall
314, T.T.K. Road,
Chennai 600018
29th September
2009
11 AM
b) There was no Extraordinary General Meetings during the
year under review.
c) Special resolutions passed at the last three Annual General
Meetings - Nil
7. Code of conduct
The Board of Directors has adopted the Code of Conduct for Direc-
tors and senior management personnel. The said code has been
communicated to the Directors and members of the senior man-
agement. The code of Conduct has been displayed on the compa-
ny’s website and the Directors and Senior Management Personnel
have confirmed their adherence to the same.
8. Insider trading
As per the amended SEBI (Prevention of Insider Trading) Regula-
tions 1992, the company is required to have a Compliance Officer
who is responsible for setting forth policies, procedures, monitor-
ing adherence to the rules for the preservation of price sensitive
information, pre-clearance of trade, monitoring of trades and im-
plementation of the Code of Conduct for trading in Company’s se-
curities under the overall supervision of the Board. The Board has
appointed Ms. Sweena Nair, Company Secretary as the Compliance
Officer from 2nd January 2008. The Company had adopted a Code
of Conduct for all the Directors on the Board as well as Senior level
employees at all locations of the Company, who have affirmed the
adherence of the same.
9 Disclosures

a) Disclosure on materially significant related party transaction
that may have potential conflict with the interests of the company
at large.
The particulars of transactions between the Company and its re-
lated parties as per the Accounting Standard 18 “Related Party
Disclosures” issued by the Institute of Chartered Accountants of
India (ICAI) are set out to the notes to the accounts of the Annual
Report. There have been no materially significant related party
transactions, which may have potential conflicts with the interest
of the company.
b) Disclosures of accounting treatment
In the preparation of the financial statements, the company has
followed the Accounting Standards refered to under section
211(3)( c ) of the Companies Act, 1956. The significant account-
ing policies that are consistently applied have been set out in the
notes to the accounts.
c) Risk management
Business risk evaluation and management is on ongoing process
within the Organization. During the period under review an exer-
cise on Business Risk Management (BRM) was carried out cover-
ing the entire gamut of business operations and the Board was
informed about the same.
d) Details of non- compliance by the company, penalties etc
No strictures/penalties have been imposed on the Company by
the Stock Exchanges or the Securities and Exchange Board of India
(SEBI) or any statutory authority on any matters related to capital
markets after the listing of shares on 30th October, 2006 to 31st
March, 2010.
e) Non –mandatory requirements
Revised SEBI Guidelines on Corporate Governance
SEBI had notified on October 29, 2004, a revised / updated set of
guidelines relating to Corporate Governance which have been in-
corporated in the Company’s Listing Agreement with the Stock Ex-
changes. The compliance with the earlier guidelines here declared
adequate upto March 31, 2005 (since extended upto to December
31, 2005). The revised guidelines came into effect from January
1, 2006.
The Company is fully compliant with the revised SEBI guidelines.
As per the latest directive from Securities and Exchange Board of
India(SEBI), the transferor and the transferee have to provide docu-
mentary evidence of their PAN to effect the Share Transfers.
10. Means of communication
The unaudited quarterly / half yearly results are announced within
forty five days of the end of the quarter as stipulated under the
Listing Agreement with the Stock Exchanges. The aforesaid finan-
cial results are taken on record by the Board of Directors and are
communicated to the Stock Exchanges where the Company’s se-
curities are listed. Once the Stock Exchange has been intimated,
these results are published in two leading daily newspapers.
19
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
The Company also informs by way of intimation to the Stock Ex-
changes all price sensitive matters or such other matters which in
its opinion are material and of relevance to the share holders and
subsequently issues a press release on the said matters.
The quarterly/half yearly annual results as well as the press re-
leases of the company are put on the company’s website: www.
accelfrontline.in.
11. Investor services
(i) Investor complaints received and replied during the year
2009 - 2010
i) Investor Complaints received and replied during the
year 2009 - 2010
Nature of queries Received Replied Pending
Non-Receipt of
warrant Dividend/
Interest/redemp-
tion warrant
3 3 0
Others (Non
Receipt of Share
Certificates)
1 1 0
Total 4 4 0
As at 31st March, 2010, NIL investor complaints were pend-
ing. Also as at 31st March, 2010, NIL Share Transfers and NIL
Demat requests were pending.
(ii) The Aggregate Promoters and Non-Promoters shareholding
of the Company as at 31st March, 2010 is as shown below.
Category No. of Shares
% to total paid up
capital
Promoters 16141378 71.71
Non-Promoters 6367622 28.29
Total 22509000 100.00
12. General information for shareholders
a) Annual General Meeting
Date September 22, 2010
Time 11.00 am
Venue Narada Gana Sabha Trust Mini Hall,
314, T.T.K. Road,
Chennai 600018.
b) Financial Year : April to March
Financial Calendar (Tentative)
Results for quarter ending 30th June 2010 End July 2010
Results for quarter ending 30th September 2010 End October 2010
Results for quarter ending 31st December 2010 End January 2011
Results for year ending 31st March 2011 End July 2011
16th Annual General Meeting (i.e. next year) September 2011
c) Date of Book Closure. The Register of Members and
Share Transfer Books of the Com
pany shall remain closed from
15.09.2010 to 22.09.2010 (Both
days inclusive)
d) Dividend payment Date. 31st March 2010 (Interim)
e) Listing on Stock Exchanges and Stock Code / Symbol
Name of Stock Exchange Stock Code / Symbol
The National Stock Exchange of
India Ltd, Exchange Plaza, Bandra
Kurla Complex, Bandra (East), Mumbai
400051
AFL
The Bombay Stock Exchange Ltd,
Phiroze Jeejebhoy Towers, Dalal Street,
Mumbai 400001
532774
ISIN Number – INE020G01017
The Annual Listing fees for the year 2010-2011 have been paid to the concerned stock exchanges.
The Company has also paid the annual custody fee for the year 2010-2011 to both the Depositories namely National Securities Depository
Limited (NSDL) and Central Depository Limited (CDSL).
20
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Details of shareholding in Demat suspense Account titled” Accel Frontline Limited’ opened for shares lying unclaimed in the Escrow Ac-
count.
Aggregate No. of
shareholders and the
outstanding shares in
the suspense account
lying at the beginning of
the year
No. of shareholders who
approached issuer for
transfer of shares from
suspense account dur-
ing the year
No. of Shareholders
to whom shares were
transferred from sus-
pense account during
the year
Aggregate No. of
shareholders and the
outstanding shares in
the suspense account
during the year
That the voting rights
on these shares shall
remain frozen till the
rightful owner of such
shares claims the shares
(I) (II) (III) (IV) (V)
6 shareholders holding
894 shares

nil nil
6 shareholders holding
in aggregate 894 shares
The company ensures
that the voting rights
on these shares shall
remain frozen till the
rightful owner of such
shares claims the shares
f ) Market Price
Month
BSE NSE
High Low High Low
April 2009 54.00 46.05 55.00 46.00
May 2009 76.00 46.00 76.00 46.00
June 2009 74.40 46.95 74.00 47.00
July 2009 53.90 42.25 52.50 41.80
August 2009 62.40 45.00 62.70 44.35
September 2009 60.50 43.50 60.35 48.30
October 2009 57.90 44.00 58.00 45.20
November 2009 53.95 41.00 49.85 45.25
December 2009 75.60 46.10 75.45 46.10
January 2010 69.00 45.20 69.70 60.15
February 2010 49.65 44.60 49.50 44.55
March 2010 54.15 45.25 53.55 44.30
g) Distribution of shareholding
Distribution of Shareholding as on 30th June 2010 is as under.
No. of Equity Shares
Shareholders Shares
No. % No. %
Upto 500 6,573 90.10 869,703 3.86
501 - 1000 338 4.63 283,046 1.26
1001 - 2000 178 2.44 272,261 1.21
2001 - 3000 61 0.85 157,657 0.70
3001 - 4000 31 0.42 112,568 0.50
4001 - 5000 30 0.41 139,174 0.62
5001 - 10000 44 0.60 308,341 1.37
10001 and above 40 0.55 20,366,250 90.48
Total 7,295 100.00 22,509,000 100.00
21
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
h) Shareholding pattern under clause 35
Name of the Company: ACCEL FRONTLINE LIMITED
Scrip Code:
BSE 532774
NSE : AFL
Quarter ended: 30.06.2010
Category
Code
Category of shareholder
Number of
sharehold-
ers
Total
number of
shares
Number of
shares held in
dematerial-
ized form
Total shareholding as a
percentage of total num-
ber of shares
Shares pledged or
otherwise encum-
bered
As a per-
centage of
(A+B)
As a per-
centage of
(A+B+C)
No of
shares
As a
percent-
age
(A) Shareholding of Promoter and Promoter
Group
-1 Indian
(a) Individuals/ Hindu Undivided Family 1 287,500 287,500 1.28 1.28 - -
(b) Central Government/ State Government(s)
(c) Bodies Corporate 1 4,375,390 4,375,390 19.44 19.44 1,538,000 35.15
(d) Financial Institutions/ Banks
(e) Any Other (specify)
Sub-Total (A)(1) 2 4,662,890 4,662,890 20.72 20.72 1,538,000 32.98
-2 Foreign
(a) Individuals (Non-Resident Individuals/
Foreign Individuals)
(b) Bodies Corporate 1 11,478,488 11,478,488 - - - -
(c) Institutions
(d) Any Other (specify)
Sub-Total (A)(2) 1 11,478,488 11,478,488 - - - -
Total Shareholding of Promoter and Pro-
moter Group (A)= (A)(1)+(A)(2)
3 16,141,378 16,141,378 71.71 71.71 1,538,000 9.53
(B) Public shareholding
-1 Institutions
(a) Mutual Funds/ UTI
(b) Financial Institutions/ Banks 1 229,971 229,971 1.02 1.02
(c) Central Government/ State Government(s)
(d) Venture Capital Funds
(e) Insurance Companies
(f ) Foreign Institutional Investors
(g) Foreign Venture Capital Investors
(h) Any Other (specify)
1 Foreign Company
Sub-Total (B)(1)
1 229,971 229,971 1.02 1.02
-2 Non-institutions
(a) Bodies Corporate 263 3,682,466 3,682,466 16.36 16.36
(b) Individuals
i. Individual shareholders holding nominal
share capital up to Rs. 1 lakh.
6,849 1,722,059 1,625,484 7.65 7.65
ii. Individual shareholders holding nominal
share capital in excess of Rs. 1 lakh.
22 529,662 495,662 2.35 2.35
(c) Any Other (specify)
1.Clearing Member 105 99,970 99,970 0.44 0.44
2. NRIs (Repat) 45 92,919 71,519 0.41 0.41
3.NRIs (Non Repat) 6 10,475 10,475 0.05 0.05
4.Trusts 1 100 100 0.00 0.00
- - 0.00 0.00
Sub-Total (B)(2) 7,291 6,137,651 5,985,676 27.27 27.27
Total Public Shareholding (B)= (B)(1)+(B)(2) 7,292 6,367,622 6,215,647 28.29 28.29
TOTAL (A)+(B) 7,295 22,509,000 22,357,025 100.00 100.00 1,538,000 6.83
(C) Shares held by Custodians and against
which Depository Receipts have been is-
sued

GRAND TOTAL (A)+(B)+(C) 7,295 22,509,000 22,357,025 100.00 100.00 1,538,000 6.83
22
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
i) Dematerialization of shares and liquidity as on 30th June
2010
The Shares of the company are compulsorily traded in De-
materialized form and are available for trading on both the
depositories in India i.e. NSDL & CDSL. As on 30th June 2010,
99.32% equity shares of the company are held in Dematerial-
ized form.
The company’s shares are regularly traded on the NSE and
BSE in electronic form.
J ) Address for correspondence
Shareholders desiring to communicate with the company on
any matter relating to the shares of the company may either
visit in person or write quoting their folio / demat account
number at the following address:
Registrars & Share Transfer
Agents
Company
Link Intime (India) Pvt. Limited
C-13, Pannalal Silk Mills
Compound
LBS Marg, Bhandup (West)
Mumbai 400078
Telephone: 022 25963838
Email:
mumbai@linkintime.co.in
The Company Secretary
Accel Frontline Limited
75, Nelson Manickam Road
Aminjikarai, Chennai
600029
Telephone: 044-42252000
Email : sweena.nair@ac-
celfrontline.in
Share holders who hold shares in Dematerialized form should
correspond with the Depository Participant with whom they
have opened Demat Account/s, for their queries relating to
shareholding, change of address, ECS facility for dividend, etc.
However for enquiries relating to non-receipt of dividend,
Annual Reports, Notices, etc. the shareholders should com-
municate with the Registrar / Company.

k) Share transfer system and other related matters
i) Share transfer
The Share Transfer in physical form is presently processed
and the share certificates are generally returned to the re-
spective holders within 30 days from the date of receipt.
ii) Nomination facility for shareholding
As per the provisions of the amended Companies Act, 1956,
facility for making nomination is available for shareholders
in respect of shares held by them. Nomination forms can be
obtained from the Registrars and Transfer Agents or from the
Company.
13. Compliance certificate of the auditors
The statutory auditors have certified that the company has
complied with the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the
stock exchange and the same is annexed to the Directors’ re-
port and Management Discussions & Analysis.
DECLARATION
As provided under Clause 49 of the listing agreement with
the stock exchanges, all Board members & Senior Management
Personnel have affirmed compliance with Accel Frontline Limited’s
Code of Conduct for the year ended 31st March 2010.
For Accel Frontline Limited
N.R.Panicker
Chairman & Managing Director
Place: Chennai
Date: July 22, 2010
Annexure IV to the director’s report
Auditor’s certificate on corporate governance
The Members of Accel Frontline Limited.
75, Nelson Manickam Road
Aminjikarai
Chennai-600029
We have examined the compliance of conditions of Corpo-
rate Governance by Accel Frontline Limited for the year end-
ed 31st March 2010 as stipulated in Clause 49 of the Listing
Agreement of the said company with Stock Exchanges
The Compliance of the conditions of Corporate Governance
is the responsibility of the Company’s management. Our ex-
amination was limited to procedures and implementation
thereof, adopted by the company for ensuring the compli-
ance conditions of the corporate Governance. It is neither
an audit nor an expression of opinion on the financial state-
ments of the company.
In our opinion and to the best of our information and ac-
cording to the explanation given to us, we certify that the
Company has complied with the conditions of the corporate
Governance as stipulated in the above mentioned Listing
Agreement
We state that, such compliance is neither an assurance as to
the future viability of the company nor as to the efficiency
or effectiveness with which the management has conducted
the affairs of the company.
For K.S. Aiyar & Co
Firm Regn. No: 100186W
Chartered Accountants

S.Narayanan
Partner (M. No. 29724)
Place: Chennai
Date: July 22, 2010
Annexure V to the director’s report
Directors’ responsibility statement
Pursuant to Sub-Section 2AA of section 217 of the Companies Act
1956, the Directors confirm that:
1. In the preparation of annual accounts, the applicable ac-
counting standards have been followed.
2. Appropriate Accounting Policies have been selected and ap-
plied consistently by the company and that the judgments
23
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
and the estimates made thereat are prudent and reasonable
so as to give a true and fair view of the state of affairs of the
company as at March 31, 2010 and of the profit of the com-
pany for the year ended March 31, 2010
3. Proper and sufficient care has been taken in maintaining ade-
quate accounting records of the company in accordance with
the provisions of the Companies Act, 1956 for safeguarding
the assets of the company and for preventing and detecting
fraud and other irregularities and
4. The Annual Accounts of the company as aforesaid have been
prepared on a going concern basis.
Annexure VI to the director’s report
Certification by managing director and chief
financial officer to the board.
We, N.R. Panicker, Chairman & Managing Director and K.R.
Chandrasekaran, Chief Financial Officer of Accel Frontline
Limited, certify that:
1. We have reviewed the financial statements and cash flow
statement for the year and that to the best of our knowledge
and belief:
a) These statements do not contain any materially untrue state-
ment or omit any material fact or contain statements that
might be misleading;
b) These statements together present a true and fair view of the
state of affairs of the Company and are in compliance with
the existing Accounting Standards, applicable laws and regu-
lations.
2. There are, to the best of our knowledge and belief, no trans-
actions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s code of
conduct.
3. We accept responsibility for the Company’s internal control
system for financial reporting. We have periodically evaluated
the effectiveness of the internal control systems of the com-
pany and have disclosed to the auditors and the audit com-
mittee deficiencies in the designs or operation of the Internal
controls, if any. We have also taken effective steps to rectify
those deficiencies, if any.
4. We indicate to the auditors and to the Audit Committee:
a) Significant changes in internal control over financial report-
ing during the year;
b) Significant changes in accounting policies during the year;
c) Instances of significant fraud of which we have become aware
of and which involve management or other employees, who
have significant role in the Company’s internal control system
over financial reporting.
N.R. Panicker K.R.Chandrasekaran
Chairman & Managing Director Chief Financial Officer
Date: July 22,2010
Place: Chennai
Annexure VII to the director’s report
Statement of particulars of Employees under Section 217(2A)
of the Companies Act, 1956 read with Companies (Particulars
of Employees) (Amendment rules 1988 and forming part of
Directors’ report for the year ended March 31, 2010.
The particulars required pursuant to sec 217 (2A) of the Com-
panies Act, 1956 read with Companies (Particulars of Employ-
ees) Rules, 1975 as amended, are not included as an annexure
to the Director’s Report . However any shareholder interested
in obtaining a copy of the said annexure may write to the
company secretary for a copy.
24
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annexure VIII to the Director’s Report
Statement pursuant to Section 212 of the Companies Act, 1956 relating to Company’s
interest in subsidiary companies
Name of Subsidiary Company ACL Systems &
Technologies Pte
Ltd., Singapore
Accel Frontline
FZE, Dubai
Network
Programs
Japan Inc., USA
Network
Programs USA
Inc., USA
Network
Programs KK,
Japan
1 The Financial Year of Subsidiary
Companies ended on
April 2009 to
March 2010
April 2009 to
March 2010
April 2009 to
March 2010
April 2009 to
March 2010
April 2009 to
March 2010
2A No. of shares held by Accel Frontline
Ltd with its nominee in the subsid-
iary at the end of the Financial Year of
the Subsidiary Companies.
300,000 shares of
SGD 1 per share.
1 share of 1 mil-
lion AED
1500 equity
shares without
par value
1000 equity
shares of USD 1
each .
212 shares of
50000 JY each.
2B Extent of interest of holding com-
pany at the end of the financial year
of the subsidiary companies
100% 100% 100% 100% 100%
3 The net aggregate of the Subsidiary
companies (profit/loss) so far as it
concerned the members of the hold-
ing company
A Not dealt with in the Holding com-
pany’s account
I For the financial year ended 31st
March 2010
SGD 6,838
INR 228,733/-
AED (1,484,863)
INR (19,330,220)
USD 288,556/-
INR
13,780,674/-
USD 355,377/-
INR 16,971,641/-
JPY (188,149)
INR( 96,758)
II For the previous financial year of the
subsidiary company’s subsidiaries
SGD 24,469
[INR 788,496]
AED 1,125,294
[INR 14,240,757]
USD 241,135
[INR
11,205,104]
USD (12,834)
[INR(596,386)]
JPY(1,511,345)
[INR(705,027)]
B Dealt within holding company’s
account
I For the financial year ended 31st
March, 2010
NIL NIL NIL NIL NIL
II For the previous financial year of the
subsidiary companies they become
the holding company’s subsidiaries.
NIL NIL NIL NIL NIL
Statement pursuant to exemption received under section 212 (8) of the Companies act 1956 relating to subsidiary companies for the year ended
March 31, 2010
Pursuant to the exemptions granted by the Ministry of Corporate Affairs, Government of India vide letter No.47/613/2010-CL-III dated 23.06.2010 the parent
company is publishing the consolidated and standalone financial statements of Accel Frontline Limited and its subsidiaries. The financial statements and Audi-
tor’s Report of the Individual subsidiaries are available for inspection by the shareholders at the registered office and that of the subsidiary companies con-
cerned. The details of the accounts of the individual subsidiaries is also available on the company’s website. The information in aggregate on capital, reserves,
total assets, total liabilities, details of investment, turnover, profit before taxation, profit after taxation and proposed dividend for each subsidiary are as follows.
(All amount in INR)
Particulars
Accel Frontline
Fze, Dubai
ACL Systems &
Technology Pte
Ltd. Singapore
Network Pro-
grams USA Inc.
USA
Network Pro-
grams (Japan)
Inc., USA
Network
Programs KK,
Japan
Share Capital (including share application money) 12,263,300 9,659,370 2,251,505 6,754,515 12,854,485
Reserves & Surplus / Profit & Loss Account(Debit
Balance)
32,230,091 (10,402,032) (13,608,748) 5,520,356 (3,765,206)
Total Assets (Fixed Assets + Capital WIP + Current
Assets)
81,697,158 260,288 22,482,449 27,682,954 9,099,288
Total Liabilities (Debts + Current Liabilities + Deferred
Tax Liability)
37,203,767 1,002,950 33,839,692 15,408,083 10,009
Investment - - - - -
Turnover * 106,480,750 2,238,524 60,681,636 40,540,839 6,510
Profit / (Loss) before taxation (19,312,532) 228,733 16,971,641 13,780,674 (96,758)
Provision for taxation - - - - -
Profit / (Loss) after taxation (19,312,532) 228,733 16,971,641 13,780,674 (96,758)
Proposed dividend - - - - -
Exchange rate
a. P&L items average rate 13.00626 33.45025 47.75676 47.75676 0.51426
b. Balance sheet items closing rate 12.26330 32.19790 45.03010 45.03010 0.48590
* includes other income
25
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Auditors’ report
To
The Board of Directors of
Accel Frontline Ltd.,
Chennai
On the consolidated financial statements of Accel Frontline Ltd. and Its subsidiaries
1. We have examined the attached consolidated balance sheet of Accel Frontline Ltd., and its subsidiaries as at 31st March 2010,
the consolidated Profit & Loss Accounts for the year ended on that date annexed thereto, and the consolidated cash flow state-
ment for the year on that date, which we have signed under reference to this report. These financial statements are the respon-
sibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audit.
2. We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that we
plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatements.
An audit includes, examining on test basis evidence supporting the amount and disclosure in financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the
overall financial statements presentation. We believe that our audit provides reasonable basis for our opinion.
3. We did not audit the financial statement of subsidiaries, whose financial statements reflect total assets (Net) of Rs. 53,757,636
as of 31st March 2010, Total Revenue of Rs.209, 948,259 and net cash flows from operating activity amounting to Rs. 37,273,680.
These Financial Statements and other financial information have been audited by other Auditors whose reports have been
furnished to us, and our opinion is based solely on the reports of the other Auditors.
4. We report that the consolidated financial statements have been prepared by the Accel Frontline Ltd’s management in accor-
dance with the requirements of Accounting Standard (AS) 21, consolidated financial statements, Accounting Standard 23, Ac-
counting for investment in Associates in Consolidated financial Statements.
5. Based on our audit and on the consideration of the reports of the other auditors on separate Financial Statements and on the
other financial information of the components, and to the best of our information and according to the explanations given to
us, we are of the opinion, that the attached Consolidated Financial statements give a true and fair view in conformity with the
accounting principles generally accepted in India.
i. In the case of the consolidated balance sheet, of the consolidated state of affairs of Accel Frontline Ltd. and its subsidiaries as at
March 31, 2010.
ii. In case of the consolidated profit and loss account, of the consolidated results of operations of Accel Frontline Ltd. and its sub-
sidiaries for the year ended on that date and
iii. In the case of the consolidated cash flow statement, of the consolidated cash flows of Accel Frontline Ltd. and its subsidiaries for
the year ended on that date.
K.S.AIYAR & CO.
Firm Regn No: 100186W
Chartered Accountants

(S. Narayanan)
Place: Chennai - 16 Partner
Date : July 22, 2010 (M No: 29724)
26
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Consolidated balance sheet
(All amounts are in Indian Rupees, unless otherwise stated)
As at As at
Schedule March 31, 2010 March 31, 2009
SOURCES OF FUNDS
Shareholders’ funds:
Share capital 1 225,090,000 225,090,000
Reserves and surplus 2 864,443,433 842,410,710
1,089,533,433 1,067,500,710
Loan funds:
Secured loans 3 441,001,047 340,111,317
Deferred tax liability 4 48,357,573 52,575,511
1,578,892,053 1,460,187,538
APPLICATION OF FUNDS
Goodwill on consolidation 64,974,614 63,545,773
Fixed assets: 5
Gross block 428,058,948 407,285,832
Less : Accumulated depreciation 186,559,458 146,537,222
Net block 241,499,490 260,748,610
Capital work-in-progress 1,300,000 14,029,302
Investments 6 3,000,000 3,000,000
Current assets, loans and advances:
Inventories 7 199,970,623 229,608,987
Sundry debtors 8 997,000,459 988,090,056
Cash and bank balances 9 357,654,792 194,895,921
Loans and advances 10 373,018,514 318,890,361
1,927,644,388 1,731,485,325
Less : Current liabilities and provisions
Current liabilities 11 645,357,644 597,212,121
Provisions 12 14,168,795 15,409,351
659,526,439 612,621,472
Net current assets 1,268,117,949 1,118,863,853
1,578,892,053 1,460,187,538
Notes to the financial statements 19
The schedules 1 to 12 and 19 form an integral part of the financial statements
This is the balance sheet referred to in our report of even date
For and on behalf of the Board of Directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Place : Chennai
Date : July 22, 2010
27
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Consolidated profit & loss account
(All amounts are in Indian Rupees, unless otherwise stated)
Year ended Year ended
Schedule March 31, 2010 March 31, 2009
INCOME
Income from operations 13 2,651,878,682 2,910,506,846
Other income 14 63,612,535 36,234,131
2,715,491,217 2,946,740,977
EXPENDITURE
Cost of sales & services 15 1,784,768,265 1,740,924,934
Employee cost & benefits 16 465,524,436 552,926,251
Operating & administrative expenses 17 290,126,754 433,725,951
Financial charges 18 42,612,492 61,729,494
Depreciation 57,821,711 61,961,034
2,640,853,658 2,851,267,664
Profit before tax 74,637,559 95,473,313
Provision for taxes on income:
- Current 18,722,546 16,328,948
- Foreign operations 1,080,980 3,644,076
- Wealth tax 22,275 38,747
- Deferred tax liability/(asset) (4,217,938) 1,697,739
Fringe benefit tax - 4,891,045
Net profit 59,029,696 68,872,758
Less : Taxes relating to earlier years
- Income tax 584,881 1,467,865
- Fringe benefit tax (96,562) -
Add : Provision for compensated absences reversed 862,959 4,352,669
- Balance carried forward from previous year 276,560,120 241,136,964
Profit available for appropriation 335,964,456 312,894,526
Appropriations:
Interim cum final dividend 33,763,500 22,509,000
Tax on dividend 5,738,107 3,825,405
Transfer to general reserve 5,000,000 10,000,000
Balance carried forward to balance sheet 291,462,849 276,560,121
335,964,456 312,894,526
Net profit available to equity shareholders 59,029,696 67,404,893
Weighted average number of shares 22,509,000 22,509,000
Basic and diluted earnings per share( equity shares, par value Rs. 10 each) 2.62 2.99
Notes to the financial statements 19
The schedules 13 to 19 form an integral part of the financial statements
This is the profit & Loss account referred to in our report of even date
For and on behalf of the Board of Directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
28
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
As at As at
March 31, 2010 March 31, 2009
1 Share capital
Authorised
30,000,000 equity shares of Rs.10/- each 300,000,000 300,000,000
(Previous year - 30,000,000 equity shares of Rs.10/- each)
Issued, subscribed and paid-up :
22,509,000 equity shares of Rs.10/- each fully paid
(Previous year - 22,509,000 equity shares of Rs 10/- each fully paid) 225,090,000 225,090,000
(out of the above 11,478,488 equity shares of Rs. 10/- each fully paid is
held by BT Frontline Pte Ltd, Singapore, the holding company)
2 Reserves and surplus
General reserve
Balance, beginning of the year 77,807,587 67,807,587
Add : Transferred from profit & loss account 5,000,000 10,000,000
Balance, end of the year 82,807,587 77,807,587
Securities premium 493,233,527 493,233,527
Currency translation reserve (3,060,530) (5,190,525)
Balance available in profit & loss account 291,462,849 276,560,121
864,443,433 842,410,710
3 Secured loans *
Term loan from non-banking financial institution - 107,864
Working capital facilities from banks 438,851,442 335,966,964
Vehicle loan from bank 2,149,605 4,036,489
441,001,047 340,111,317
* Refer note 19.04 for details of security
4 Deferred tax liability, net
on account of
Depreciation 53,430,713 64,406,448
Lease accounting - (1,575,133)
Others (5,073,140) (10,255,804)
48,357,573 52,575,511
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
29
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
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30
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
As at As at
March 31, 2010 March 31, 2009
6 Investments - Long term
Trade Investments - unquoted
96,374 shares of Rs.10/- each fully paid in M/s.Telesis Global 3,000,000 3,000,000
Solutions Limited (PY: 96,374)
Total Long term Investment 3,000,000 3,000,000
Total Investments 3,000,000 3,000,000
7 Inventories
Service spares 161,828,317 171,175,097
Finished goods
- Trading 35,157,847 44,099,226
- Stock in trade 2,984,459 14,334,664
199,970,623 229,608,987
8 Sundry debtors (Unsecured)
Debts outstanding for a period exceeding six months
Considered good 203,694,099 241,830,858
Considered doubtful 14,051,861 30,017,136
Other debts *
Considered good 793,306,360 746,259,198
1,011,052,320 1,018,107,192
Less: Provision for doubtful debts (14,051,861) (30,017,136)
997,000,459 988,090,056
*Includes amounts not falling due for payments as at March 31, 2010 of Rs. Nil
(Previous year - Rs (2,782,389) in respect of lease receivables (also refer note 19.11)
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
31
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
As at As at
March 31, 2010 March 31, 2009
9 Cash and bank balances
Cash on hand and remittances in transit 553,959 494,269
Balances with scheduled banks :
- current accounts 270,599,711 99,159,669
- deposit accounts 86,157,510 94,896,695
- Unpaid dividend account 343,612 345,288
357,654,792 194,895,921
10 Loans and advances
(Unsecured, considered good)
Advances recoverable in cash or kind or for value to be received 131,870,188 141,009,131
Advance payment of tax, net of provision 157,620,883 110,973,347
Balance with government authorities 3,253,590 2,209,112
Deposits - leased office premises 29,540,200 31,256,037
- other deposits 50,733,653 33,442,734
373,018,514 318,890,361
11 Current liabilities
Sundry creditors 452,499,057 358,207,656
Interest accrued but not due 4,863,565 3,175,297
Advances from customers 50,446,680 74,707,675
Other liabilities 137,548,342 161,121,493
645,357,644 597,212,121
12 Provisions
Provision for compensated absence 13,702,453 14,565,412
Provision for gratuity 466,342 843,939
14,168,795 15,409,351
32
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Year ended Year ended
March 31, 2010 March 31, 2009
13 Income from operations
- Income from sales 1,725,819,705 1,684,044,796
- Less : Sales tax (51,916,994) (55,444,826)
1,673,902,711 1,628,599,970
- Income from services includes service packs 1,068,361,189 1,408,603,769
- Lease rentals 10,156,266 17,826,093
- Finance and service income - leased assets 238,707 907,256
- (Less) : Service tax and sales tax on services (100,780,191) (145,430,242)
2,651,878,682 2,910,506,846
14 Other income
- Interest income (Gross) 5,197,427 3,253,933
(Tax deducted at source - Rs.798,222; Previous year - Rs. 1,361,160 )
- Miscellaneous receipts 2,103,708 6,532,575
- Profit on sale of fixed assets 4,513 54,075
- Gain on exchange fluctuation 19,526,879 231,671
- Bad debts recovered 3,026,015 2,616,517
- Liabilities written back 33,753,993 22,505,360
- Dividend income - 1,040,000
63,612,535 36,234,131
15 Cost of sales & services
Opening Stock 221,243,242 268,115,160
Purchases - IT products 1,763,496,656 1,722,433,236
Less : Inventory related to WMS business - (28,380,220)
Less : Closing Stock (199,971,633) (221,243,242)
1,784,768,265 1,740,924,934
16 Employee cost & benefits
Salaries wages and allowances 438,129,851 522,078,317
Contribution to employee benefit plans 17,548,679 19,677,229
Staff welfare expenses 9,845,906 11,170,705
465,524,436 552,926,251
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
33
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Year ended Year ended
March 31, 2010 March 31, 2009
17 Operating & administrative expenses
Rent 55,731,000 68,217,935
Electricity 10,541,069 14,613,217
Repairs and maintenance
-- buildings 2,413,835 3,449,911
-- others 13,555,844 14,668,942
Insurance 7,127,105 11,778,884
Rates and taxes 1,630,543 4,513,873
Printing and stationery 4,574,809 6,948,300
Communication expenses 17,356,190 32,271,352
Travelling and conveyance 62,480,270 77,607,044
Security charges 3,014,279 4,294,630
Consultancy and professional charges 17,230,951 20,055,891
Fees for independent directors 630,000 1,792,603
Bad debts and liquidated damages 38,328,059 52,874,741
Loss on sale of fixed assets 369,817 1,499,086
Loss on sale of investments - 3,770,000
Provision for doubtful debts 11,422,628 29,808,601
Loss on exchange fluctuation - 35,031,950
Advertisement and sales promotion 8,034,068 8,614,801
Sales discounts 662,410 87,249
Clearing and forwarding expenses 11,798,100 19,481,939
Other expenses 23,225,777 22,345,002
290,126,754 433,725,951
18 Financial charges
On working capital 16,331,979 30,200,622
On term loans - 169,049
Others 26,280,513 31,359,823
42,612,492 61,729,494
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
34
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
19.00 Notes to significant accounting policies to the consoli-
dated financial statements
19.01 Background
Accel Frontline Limited (“Accel” or the Company) was in-
corporated in Chennai in 1995. The Company’s principal
lines of business include, providing system integration
solutions comprising network design, hardware software
and website development and the sale and implementa-
tion of customized software products. The Company also
provides IT Infrastructure management solutions, after
sales services support relating to asset maintenance ser-
vices for the Company’s own and third party products.
The company has the following wholly owned subsidiar-
ies
Name Holding Country of incorporation/origin
ACL Systems &
Technologies Pte.
Ltd., Singapore.
100% Incorporated under the laws of
Singapore as a wholly owned
subsidiary since 15.04.2000
Accel Frontline
FZE, Dubai
100% Established as a wholly owned
subsidiary enterprise as per the
license by Jebel Ali Free Zone,
Dubai since October 4, 2002 and
the same has been moved to
Dubai Airport Free Zone Author-
ity effective March 21, 2010
Network Pro-
grams (USA), Inc.
USA
100% Incorporated under the laws of
the State of Delaware, USA.
Network Pro-
grams (Japan),
Inc. USA
100% Incorporated under the laws of
the State of Delaware, USA.
Network Pro-
grams KK, Japan
100% Incorporated under the law of
Japan in Tokyo, Japan.
19.02 Statement of significant accounting policies
(a) Basis of preparation of financial statements
The consolidated financial statements of Accel Frontline
Limited and its subsidiaries (collectively referred to as “Ac-
cel Frontline” or “the group”) have been prepared under the
historical cost convention on an accrual and going concern
basis.

All figures are in Indian Rupees (INR) except where expressly
stated.
The consolidated financial statements include the financial
statements of Accel Frontline Limited and its foreign subsid-
iaries. The financial statements are prepared in accordance
with the principals and procedures for the preparation and
presentation of consolidated financial statements as laid
down in Accounting Standard 21 issued by the Institute of
Chartered Accountants of India (ICAI) All material inter-com-
pany transactions and accounts are eliminated on consolida-
tion. Consolidated financial statements are prepared using
uniform accounting policies of the group.
Incase of Foreign subsidiaries revenue items are consolidated
at the average exchange rate prevailing during the year. The
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
opening balance in Profit & Loss account and the opening
balances in Reserves and surplus have been converted at
the rates prevailing as at the respective balance sheet dates.
All assets and liabilities as at the year-end are converted at
the rates prevailing as at the end of the year. Any exchange
difference arising on consolidation is shown under Currency
translation reserve on consolidation.
The Financial Statements of subsidiaries used in the consoli-
dation are drawn upto the same reporting date as that of the
Company.
The excess of cost to the company of its investment in the
subsidiaries over the company’s portion of equity, as at the
date of making the investment, is recognized in the financial
statements as goodwill.
Goodwill arising out of Consolidation is not amortised. The
movement in the value of Goodwill is on account of ex-
change fluctuation recognized during the current year.

Use of estimates
The preparation of financial statements requires manage-
ment to make certain estimates and assumptions that affects
the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities on the date of financial state-
ments and the reported amount of revenues and expenses
during the reporting period. Management believes the esti-
mates are prudent and reasonable. Future results could differ
from these estimates.
(b) Fixed assets, depreciation and amortization
i) Fixed assets are stated at cost less accumulated depreciation
and impairment losses if any. Cost includes all expenses at-
tributable to bringing the asset to its working condition for
its intended use.
ii) The carrying amounts are reviewed at each balance sheet
date when required to assess whether they are recorded in
excess of the recoverable amounts, and where carrying val-
ues exceed this estimated recoverable amount, assets are
written down to their recoverable amount.
(c) Depreciation
Depreciation on fixed assets is provided for, on a straight-line
basis, at the higher of the rates as specified in Schedule XIV to
the Act or the rates derived based on the economic useful life
of the asset as determined by management. Computer soft-
ware, being application software is amortized over a period
of 7 years or its realizable useful life, whichever is lower. Fixed
assets individually costing Rs 5,000 or less are fully depreci-
ated on purchase during the relevant year.
Capital work in progress: Software products/solutions de-
veloped and/or under developments are stated at cost and
pending capitalization of the same are treated as capital work
in progress. The development cost consists of proportionate
cost of employee compensation and other direct costs in-
volved. Software development cost incurred on products/
solutions ready for marketing are capitalised and amortised
over a period of seven years based on managements’ evalua-
tion of the products’ life cycle.
35
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
(d) Investments
Investments in subsidiaries are classified as long-term invest-
ments and are stated at cost. Adjustments are made for any
diminution if any, in value of the investments that is other
than temporary.
(e) Inventories
Inventories are stated at the lower of cost and net realizable
value. Cost includes all expenses incurred in bringing the
inventory to its present location and condition and is com-
puted on the basis of weighted average cost. Inventories
of components and spares primarily held and used for the
purpose of asset maintenance services are amortized over a
period of seven years.
(f) Revenue recognition
Sales
Sales are recognized when significant risks and rewards of
ownership are passed to the buyer, which generally coincides
with the dispatch of goods.. All sales are reported exclusive
of excise duty and sales tax.
Service income
Service income comprising Income from Infrastructure Man-
agement Services (IMS) contracts are recognized ratably
over the period of the underlying maintenance agreement.
Incomes from services are reported exclusive of service tax.
Revenue from software development and implementation
on the time-and-material basis is recognized based on soft-
ware developed and billed to clients as per the terms of spe-
cific contracts. In the case of fixed-price contracts, revenue is
recognized based on the milestones achieved as specified in
the contracts, on the percentage of completion basis.
Assets sold on finance lease arrangements are recognized as
a sale at the inception of the lease, and the related finance
income is recognized on a time proportion basis over the pe-
riod of the lease.
Dividend income from investments is recognized when the
right to receive the dividend is established.
(g) Employee benefit plans
The company makes contributions to the “Accel ICIM Em-
ployees Provident Fund Trust”, which is a defined contribu-
tion plan. The company’s contribution towards the Provident
Fund is charged to the Profit and Loss Account. The interest
rate payable to the members of the trust shall not be lower
than the statutory rate of interest declared by the Central
Government under the Employees Provident Funds and Mis-
cellaneous Provisions Act, 1952 and the short fall, if any, shall
be made good by the Company.
The Company also provides for retirement benefits in the
form of gratuity as per the provisions of
“ The Payment of Gratuity Act, 1972”, which is a defined ben-
efit plan. The liability in respect of contribution to the gratuity
fund is provided for based on actuarial valuation carried out
in accordance with revised Accounting Standard AS -15 as at
the end of the year.
The liability is actuarially determined at the end of each fi-
nancial year and any shortfall in the fund size maintained by
the trust set up by the company with Life Insurance Corpora-
tion of India is additionally provided for.
Compensated absences
The Company’s policy towards leave for their employees
stipulates that the employees can only carry forward their
earned leave to the extent allowed as per policy from time
to time, without any encashment options. As per revised Ac-
counting Standard AS 15, the Company has provided for
compensated absences that are expected to be availed. The
liability for compensated absences is determined on the ba-
sis of actuarial valuation at the end of the financial year. Any
gain or loss arising out of such valuation is recognized in the
profit and loss account, as the case may be.
(h) Earnings per share

The earnings considered in ascertaining the Company’s ba-
sic and diluted earnings per share comprise of the net profit/
loss after tax. The number of shares used in computing basic
earnings per share is the weighted average number of shares
outstanding during the year. The number of shares used in
computing diluted earnings per share comprises the weight-
ed average shares considered for deriving basic earnings per
share and also the weighted average number of shares, if any,
which would have been issued on the conversion of all dilu-
tive potential equity shares.

(i) Taxation
Provision for income tax is made for both current and de-
ferred taxes. Provision for current income tax is made at cur-
rent tax rates based on assessable income. Deferred income
taxes are recognized for the future tax consequences attrib-
utable to timing differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. The effect on deferred tax assets and li-
abilities of a change in tax rates is recognized using the tax
rates and tax laws that have been enacted or substantively
enacted by the balance sheet date. Deferred tax assets are
recognized and carried forward only to the extent that there
is a reasonable certainty that sufficient future taxable income
will be available against which such deferred tax assets can
be realized. Deferred tax assets are recognized on carry for-
ward of unabsorbed depreciation and tax losses only if there
is virtual certainty that such deferred tax assets can be real-
ized against future taxable profits.
(j) Foreign currency transactions
Transactions denominated in foreign currencies are recorded
at the exchange rate specified by customs authorities on a
monthly basis. Current assets and liabilities denominated
in foreign currencies are translated at the exchange rate
prevailing on the date of the balance sheet. All exchange
differences arising on the conversion/settlement of foreign
currency transactions are included in the profit and loss ac-
count except in the cases where they relate to the acquisition
of fixed assets, in which case they are adjusted to the cost of
the corresponding asset.
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
36
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Forward contracts are entered into to hedge the foreign cur-
rency risk of the underlying outstanding at the balance sheet
date. The premium or discount on all such contracts arising
at the inception of the contract is amortised as income or ex-
pense over the life of the contract. Any profit or loss arising
on the cancellation or renewal of forward contracts is recog-
nized as income or as expense for the year. The exchange dif-
ference is calculated and recorded in accordance with AS-11
(k) Impairment
i. The carrying amounts of assets are reviewed at each balance
sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized
wherever the carrying amount of an asset exceeds its recov-
erable amount. The recoverable amount is the greater of the
assets net selling price and value in use. In assessing value in
use, the estimated future cash flows are discounted to their
present value at the weighted average cost of capital.
ii. After impairment, depreciation is provided on the revised
carrying amount of the assets over its remaining useful life.
(l) Provisions and contingent liabilities
A provision is recognized when an enterprise has a present
obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation,
in respect of which a reliable estimate can be made. Provi-
sions are not discounted to its present value and are deter-
mined based on management estimate required to settle the
obligation at the balance sheet date. These are reviewed at
each balance sheet date and adjusted to reflect the current
management estimates.
19.03 Cash and bank balances
Cash and bank balances in the balance sheet include cash in
hand and cash at bank, margin money deposit.
19.04 Secured loans
Working capital facilities from banks are secured by a pari
passu charge by way of hypothecation of current assets and
the moveable properties of the company. Hypothecation
loans are secured by hypothecation of the respective assets
acquired.
Secured loans include Rs.440,106,917 (previous year – Rs 337,
605,378/-) due within one year.
19.05 Payment to Directors
Managerial remuneration: 2010 2009

Salary, allowances and perquisites 6,589,465 6,966,192
Contribution to provident
fund & other funds 746,262 705,474
Commission - 1,358,862
7,335,727 9,030,528
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.06 Contingent liabilities
2010 2009
Sales tax matters 8,512,404 1,425,186
ESI matters 2,758,801 2,758,801
Income tax matters 49,000,700 6,582,000
Letter of credit 89,557,099 176,558,127
Bank guarantees outstanding 111,364,965 259,650,185
Claims against the company not
acknowledged as debt 16,435,381 31,182,586
Service tax matter 584,433 -
Estimated amount of contracts remaining
to be executed on capital account and not
provided for (net of advances) - 5,216,180

19.07 Segment reporting
The company’s operations predominantly relate to IT related services and accordingly this is the only primary reportable seg-
ment. The geographical segment is not relevant since export revenue are less than 10% of the total revenue.
19.08 Related party transactions
Related parties where control exists:
Name of the party Nature of relationship
BT Frontline Pte Limited, Singapore Controlling Company
Accel Limited Controlling Company
ACL Systems & Technologies Pte Limited, Singapore Subsidiary Company
Accel Frontline FZE, Dubai Subsidiary Company
Network Programs USA Inc., USA Subsidiary Company
Network Programs (Japan) Inc., USA Subsidiary Company
Network Programs Japan KK, Japan Subsidiary Company
37
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Other related parties with whom transactions have taken place during the year:
Name of the party Nature of relationship
Accel Systems Group, Inc. USA Companies under common control
Accel Transmatic Limited Companies under common control
Accel Frontline Services Limited Companies under common control
Accel IT Resources Limited Companies under common control
Key Management Personnel
Mr. N R Panicker Managing Director
Mr. K.R Chandrasekaran Whole time Director
Relatives of Key Management Personnel
Mrs. Sreekumari Panicker Wife of Managing Director
Mrs. Shanthi Chandrasekaran Wife of K.R.Chandrasekaran

Transactions with related parties
Particulars Controlling Companies under Key Management
company common control personnel
Sales and other income 19,165 7,029,612 -
(58,840) (11,489,795) -
Share of Expenses - 735,736 -
- (2,712,059) -
Purchases 938 38,745,410 -
(2,116,245) (29,530,036) -
Rent 4,825,356 - 1,920,000
(6,410,486) - (1,920,000)
Cost of shared services -
- (674,340) -
Managerial remuneration - - 5,415,737
- - (7,110,528)
Dividend 23,780,817 - 533,545
(15,853,878) - (393,846)
Particulars Controlling Companies under Key Management
company common control personnel
Balances outstanding as at the March 31, 2010(March 31, 2009)
Payables - 4,790,340 -
(2,083,275) (1,599,373) -
Receivables 14,301 6,500,238 -
(240,868) (8,090,863) -
Loans and advances - 7,664,089 520,135
- (2,718,819) -
Maximum amount outstanding at any time during the year - 8,296,683 -
- (8,219,098) -

Note: Item under parenthesis represent previous year figures
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
38
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Schedules to the consolidated financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.09 Leasing arrangements in the capacity of a Lessor
Finance lease
The Company’s business includes leasing of computers, peripherals, and accessories on long - term non - cancelable leases which
are generally in the nature of finance leases as described in AS - 19, “Accounting for leases “ issued by the ICAI. The terms of the
lease agreements do not provide for any unguaranteed residual value or contingent rents. The leased assets are insured by the
lessor during the contract of the lease. Initial direct costs are recognised as an expense at the commencement of the lease period.
Sundry debtors include the present value of minimum lease payments on finance leases accounted for in accordance with AS 19
‘Accounting for leases’ issued by the ICAI. Reconciliation between the gross investment and the present value of minimal lease
payments receivable is as follows:
2010 2009

Gross investment in the lease Nil 2,827,085
Less: unearned finance and service income Nil 51,096
Present value of minimum lease payment Nil 2,775,989
Gross Investment in lease
Not later than one year Nil 2,827,085
Later than one year and not later than five years Nil -
Later than five years Nil -
Present value of minimum lease payments receivable
Not later than one year - 2,775,989
Later than one year and not later than five years - -
Later than five years - -

19.10 Operating leases:
The company has taken various office premises on operating lease and the lease payments are amortized on a straight-line basis
over the lease term. The total of minimum future lease payments for various periods are as follows:
2010 2009
Not later than one year 22,963,306 45,879,999
Later than one year and not later than five years 79,156,997 79,037,034
Later than five years 32,114,579 20,449,673
The company has deposited an amount of Rs. 29,540,200/- (Previous year: Rs. 31,256,037/-) as interest free security deposits to-
wards the above leases and the same has been included in the loans and advances.
19.11 Comparative financial information
The previous year’s balances have been regrouped/reclassified wherever necessary to conform to the current year’s presentation.

For K.S.AIYAR & CO For and on behalf of the board of directors
Firm registration no.:100186W
Chartered Accountants
S NARAYANAN N.R.Panicker Steve Ting Tuan Toon
Partner Chairman & Managing Director Director
Membership No.29724

Place: Chennai K.R.Chandrasekaran Sweena Nair
Date: July 22, 2010 Director & CFO Company Secretary

39
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Consolidated cash flow statements for the year ended
(All amounts are in Indian Rupees, unless otherwise stated)
March 31, 2010 March 31, 2009
Cash flow from operating activities
Net profit before taxation 74,637,559 95,473,313
Adjustments for:
Depreciation 57,821,711 61,961,034
(Profit) / Loss on sale of fixed assets, net 369,817 1,445,018
(Profit) / Loss on sale of investments, net - 3,770,000
Interest and dividend income (5,197,427) (4,293,933)
Unrealized foreign exchange (19,526,879) 35,031,950
Finance income on leased assets (238,707) (907,256)
Lease rentals (10,156,266) (17,826,093)
Financial Charges 42,612,492 61,729,494
Provision for doubtful debts 11,422,628 29,808,601
Provision no longer required written back (36,780,008) 22,505,360
Bad debts written off 38,328,059 52,874,741
Operating profit before working capital changes 153,292,979 341,572,229
(Increase)/Decrease in inventories 29,638,364 46,042,245
(Increase)/Decrease in sundry debtors (58,661,089) 112,395,478
(Increase)/Decrease in loans and advances / other current assets (63,990,803) (93,001,765)
Increase/(Decrease) in current liabilities (104,605,488) (288,836,569)
Increase/(Decrease) in Provision (377,597) (45,482,647)
Cash generated from operations 164,507,342 72,688,971
Income taxes paid (10,340,354) (13,768,686)
Net cash used in operating activities 154,166,988 58,920,285
Cash flows from investing activities
Purchase of fixed assets (26,668,659) (34,873,121)
Proceeds from sale of fixed assets 157,778 22,069,461
Lease rentals 10,394,973 18,733,349
Investments - 46,230,000
Net cash from (used in) in investing activities (16,115,908) 52,159,689
Net cash inflow / (outflow) 162,758,871 26,151,686
40
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Opening cash and cash equivalents* 194,895,921 168,744,235
Closing cash and cash equivalents* 357,654,792 194,895,921
Net increase in cash and cash equivalents 162,758,871 26,151,686
*Includes Rs. 86,157,510 (Previous year Rs.94,896,695) of restricted cash balance (also refer note 19.03).
Note:
a) The above cash flow statement has been prepared under the indirect method as set out in the Accounting Stan-
dard - 3 on cash flow statement issued by the Institute of Chartered Accountants of India.
b) Purchase of fixed assets include payments for items in capital work in progress and advances for purchase of
fixed assets. Adjustments for increase/decrease in current liabilities related to acquisition of fixed assets have been
made to the extent identified.
For and on behalf of the Board of Directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
Consolidated cash flow statements for the year ended,
(All amounts are in Indian Rupees, unless otherwise stated)
March 31, 2010 March 31, 2009
Cash flows from financing activities
Proceeds/(repayments) from working capital facilities 102,884,478 (325,420)
Interest received on loans 5,197,427 4,293,933
Proceeds/(repayment) of term loan for equipment leases (1,994,748) (1,562,305)
Financial charges (41,877,759) (61,000,091)
Dividends paid (33,763,500) (22,509,000)
Tax on dividend paid (5,738,107) (3,825,405)
Net cash from financing activities 24,707,791 (84,928,288)
41
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Auditor's report
The Members of
M/s. Accel Frontline Limited,
Chennai
We have audited the attached Balance Sheet of M/s. Accel
Frontline Limited, Chennai as at 31st March, 2010, the Profit
and Loss Account and the Cash Flow Statement for the year
ended on that date annexed thereto incorporating the finan-
cial operations of Singapore branch which was audited by
the other auditor whose report has been considered and our
opinion is based on the other auditor. These financial state-
ments are the responsibility of the company’s management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
1. We conducted our audit in accordance with the auditing
standards generally accepted in India. These Standards re-
quire that we plan and perform the audit to obtain reason-
able assurance about whether the financial statements are
free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and dis-
closures in the financial statements. An audit also includes
assessing the accounting principles used and significant esti-
mates made by management, as well as evaluating the over-
all financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
2. As required by the Companies (Auditors Report) Order,
2003 (CARO) as amended by Companies (Auditor’s Report)
(Amendment) order, 2004 issued by the Government of India
vide GSR No.766 (E) in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the annexure
a statement on the matters specified in paragraph 4 and 5 of
the said Order..
3. Further to our comments in the Annexure referred to 2 above,
we report that:
(i) We have obtained all the information and explanations,
which to the best of our knowledge and belief were neces-
sary for the purposes of our audit;
(ii) In our opinion, proper books of account as required by law
have been kept by the company so far as appears from our
examination of those books
(iii) The balance sheet, profit and loss account and cash flow
statement dealt with by this report are in agreement with the
books of account.
(iv) In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of sec-
tion 211 of the Companies Act, 1956.
(v) On the basis of written representations received from the di-
rectors, as on 31st March 2010 and taken on record by the
Board of Directors, we report that none of the directors of the
Company are disqualified as on 31st March, 2010 from being
appointed as a director, in terms of clause (g) of sub-section
(1) of section 274 of the Companies Act, 1956;
(vi) In our opinion and to the best of our information and accord-
ing to the explanations given to us, the said accounts give
the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view in conformi-
ty with the accounting principles generally accepted in India:
(a) In the case of the balance sheet, of the state of affairs of the
company as at 31st March, 2010;
(b) In the case of the profit and loss account, of the profit for the
year ended on that date; and
(c) In the case of the cash flow statement, of the cash flows for
the year ended on that date.
For K.S. AIYAR & Co.
Firm Regn No: 100186W
Chartered Accountants


(S. Narayanan)
Place: Chennai Partner
Date: July 22, 2010. (M No.29724)
Annexure to the
auditors’ report
Of M/s. Accel Frontline Limited, Chennai
Referred to in paragraph 2 of our report of even date,
(i)(a) The company has maintained proper records showing full
particulars including quantitative details and situation of
fixed assets.
(i)(b) The company has a phased programme of physical verifica-
tion of fixed assets which in our opinion is reasonable having
regard to the size of the company and the nature of its busi-
ness. No material discrepancies were noticed on such verifi-
cation.
(i)(c) The fixed assets disposed off during the year were not sub-
stantial, According to the information and explanation given
to us; we are of the opinion that the disposal of the fixed as-
sets has not affected the going concern status of the com-
pany.
(ii)(a) The inventory has been physically verified during the year by
the management. In our opinion, the frequency of verifica-
tion is reasonable.
(ii)(b) The procedures of physical verification of inventories fol-
lowed by the management are reasonable and adequate in
relation to the size of the company and the nature of its busi-
ness. However the procedures need to be further strength-
ened.
(ii)(c) In our opinion and according to the explanations given to
us, the company is maintaining proper records of inventory.
The discrepancies noticed on verification between the physi-
cal stocks and the book stock has been properly dealt with in
the books of account.

(iii) The company has not granted or taken any loans secured/
unsecured to/from companies, firms or other parties covered
under the register maintained under sec.301 of the Compa-
nies Act, 1956.
42
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
(iv) In our opinion and according to the information and explana-
tions given to us, there are adequate internal control proce-
dures commensurate with the size of the company and the
nature of its business with regard to purchases of inventory,
fixed assets and with regard to the sale of goods and services.
During the course of our audit, no major weakness has been
noticed in the internal controls.
(v)(a) According to the information and explanations provided by
the management, we are of the opinion that the particulars
of contracts or arrangements referred to in sec.301 of the
Companies Act, 1956 that need to be entered into the regis-
ter maintained under sec.301 have been so entered.
(v)(b) In our opinion and according to the information and expla-
nations given to us, the transactions made in pursuance of
such contracts or arrangements exceeding value of Rs.5/-
lakhs have been entered into during the financial year at
prices which are reasonable having regard to prevailing mar-
ket prices at the relevant time.
(vi) The company has not accepted any deposits from public and
hence the provisions of sec 58A and 58AA or any other rel-
evant provisions of the Companies Act, 1956 and the Compa-
nies (Acceptance of deposits) Rules, 1975 with regard to the
deposits accepted from the public is not applicable.
(vii) In our opinion, the company has an internal audit system,
which is commensurate with the size and nature of its busi-
ness.
(viii) Maintenance of cost records under section 209 (1) (d) of the
Companies Act, 1956 is not applicable to the company.
(ix)(a) Undisputed statutory dues including provident fund, inves-
tor education and protection fund, employees state insur-
ance, income tax, sales tax, wealth tax, service tax, customs
duty, excise duty, have been regularly deposited with respec-
tive authorities except for some delay in remittance of in-
come tax deducted at source.
(ix)(b) According to the records of the company, no undisputed
amounts payable in respect of provident fund, investor
education and protection fund, employees state insurance,
income-tax, wealth- tax, service tax, sales-tax, customs duty,
excise duty, cess and other undisputed statutory dues were
outstanding, at the year end, for a period of more than six
months from the date they became payable.
(ix)(c) According to the records of the company the dues outstand-
ing of income tax, sales tax, wealth tax, service tax, customs
duty, excise duty and cess on account of any dispute are as
follows:
Name of the
statute
Nature of Dispute
Amount
(Rs.)
Period to
which the
amount
relates
Forum where the
dispute is pending
Income Tax Income tax assessment year 2000-01, in connection with non-
compete fee disallowance
65,82,000 F.Y 1999-00 DCIT, Co Cir.I (1) –
Appeals
Income tax assessment year 2007-08, in connection with
capitalization of application software, IPO expenses,
depreciation of leasehold improvement, allowance of STPI
profits and allowance of goodwill
42,418,700 F.Y 2006-07 Commissioner of
Income tax (Appeals),
Chennai
Sales Tax (a) Appeal filed on 14.10.04 for disputed turnover of Rs.10,
71,720.00 and interest of Rs.19786/-.
115,842 2001-2002 Asst.Commissioner
(Appeals)
(c) In the Assessment Order, 8% CST charged for non-
submission of Form C and 4% CST charged on CVT and UPS
Sales instead of 1%.
119,115 2001-2002 Sales Tax Officer
(d) Increase in Gross Turnover and taxable AMC under WBST
Act. Disallowance of Form D submitted before S.T.O. and non
submission of Form C of other customers under CST Act.
79,424 2002-2003 Assistant Commissioner
of CT
(e) Levy of Tax for non-production of Form F for Rs.406821/=
and Increase in taxable AMC Turnover from 10% to 20%.
Under WBST Act.
34,306 2003-2004 Assistant Commissioner
(f ) Wrong imposition of Interest on late payment of turnover
tax, increase in taxable AMC turnover etc. under WBST Act.
139,135 2004-2005 Assistant Commissioner
(g) The dispute relates to non-submission of Form F for
interstate branch movement of stock, which the company has
filed at the time of hearing with the appellate authorities. The
tribunal has remanded back the case to the assessing officer
for fresh assessment
149,787 2002-2003 Trade Tax
Tribunal,Lucknow
The dispute relates to delay in filing the tax return and
penalty was levied @50% until March 31, 2005 and @10%
w.e.f.01.04.2006
418,413 2005-2006 High Court, Bangalore
Assessment order passed without proper hearing. Appeal
filed before Sr. Joint Commissioner for reopening of sales tax
assessment
3,293,672 2006-07 Joint Commissioner
Dispute with regard to tax rate on ATVM-KIOSK 4,144,502 2007-08 High Court,
Cochin
Annexure to the auditors’ report
43
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Annexure to the auditors’ report
(x) The company does not have any accumulated losses at
the end of the financial year and has not incurred any
cash losses during the financial year covered by our audit
and in the immediately preceding financial year.
(xi) Based on our audit procedures and as per the informa-
tion and explanations given by the management the
company has not defaulted in repayment of dues to
banks.
(xii) According to the information and explanations given to
us and based on the documents and records produced to
us the company has not granted loans and advances on
the basis of security by way of pledge of shares and other
securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/society. Therefore, the provisions of
clause 4(xiii) of the Companies (Auditor’s Report) Order,
2003 are not applicable to the company.
(xiv) In our opinion and according to the information and ex-
planations given to us, the Company is not dealing in or
trading in shares, securities, debentures and other invest-
ments. Accordingly the provisions of clause 4 (xiv) Com-
panies (Auditor’s Report) Order, 2003 are not applicable
to the company.
(xv) The company has not given any guarantee for loans taken
by others from bank or financial institutions.
(xvi) According to the information and explanations given to
us the term loans have been applied for the purpose for
which they were raised.
(xvii) According to the information and explanations given
to us and on an overall examination of the utilization of
funds, we report that the no funds raised on short-term
basis have been used for long-term investment.
(xviii) The company has not made any preferential allotment of
shares to parties and companies covered in the register
maintained under section 301 of the Companies Act 1956.
(xix) The company did not have any outstanding debentures
during the year.
(xx) During the year the company has not raised any money
from pubic by way of issue of shares.
(xxi) According to the information and explanations given to
us, no fraud on or by the Company has been noticed or
reported during the course of our audit.
For K.S. AIYAR & Co.
Firm Regn No: 100186W
Chartered Accountants


(S. Narayanan)
Place: Chennai Partner
Date: July 22, 2010 (M No.29724)
44
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Balance sheet
(All amounts are in Indian Rupees, unless otherwise stated)
As at As at
Schedule March 31, 2010 March 31, 2009
SOURCES OF FUNDS
Shareholders' funds:
Share capital 1 225,090,000 225,090,000
Reserves and surplus 2 803,751,948 795,420,978
1,028,841,948 1,020,510,978
Loan funds:
Secured loans 3 441,001,047 339,754,838
Deferred tax liability 4 48,357,573 52,575,512
1,518,200,568 1,412,841,328
APPLICATION OF FUNDS
Fixed assets: 5
Gross block 424,889,783 403,834,989
Less : Accumulated depreciation 185,314,808 145,352,326
Net block 239,574,975 258,482,663
Capital work-in-progress 1,300,000 14,029,301
Investments 6 61,040,765 61,040,765
Current assets, loans and advances:
Inventories 7 199,953,944 229,608,987
Sundry debtors 8 962,164,287 867,198,348
Cash and bank balances 9 302,309,998 178,860,295
Loans and advances 10 379,588,353 330,377,684
1,844,016,582 1,606,045,314
Less : Current liabilities and provisions
Current liabilities 11 614,029,301 511,715,895
Provisions 12 13,702,453 15,040,820
627,731,754 526,756,715
Net current assets 1,216,284,828 1,079,288,599
1,518,200,568 1,412,841,328
Notes to the financial statements 19
The schedules 1 to 12 and 19 form an integral part of the financial statements
This is the balance sheet referred to in our report of even date
For and on behalf of the Board of Directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
45
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Year ended Year ended
Schedule March 31, 2010 March 31, 2009
INCOME
- Income from operations 13 2,535,091,134 2,722,174,996
- Other Income 14 34,118,440 14,165,111
2,569,209,574 2,736,340,107
EXPENDITURE
Cost of sales & services 15 1,666,274,624 1,631,840,604
Employee cost & benefits 16 434,119,375 510,679,001
Operating & administrative expenses 17 305,643,579 401,280,821
Financial charges 18 42,501,131 60,433,467
Depreciation 57,605,066 61,565,845
2,506,143,775 2,665,799,738

Profit before tax 63,065,799 70,540,369
Provision for taxes on income:
- Current 18,722,546 16,328,948
- Foreign operations 1,080,980 3,644,076
- Wealth tax 22,275 38,747
- Deferred (4,217,938) 1,697,739
Fringe benefit tax - 4,891,045
Net profit 47,457,936 43,939,814
Less : Taxes relating to earlier years
- Income tax 584,881 1,467,865
- Fringe Benefit Tax (96,562) -
Add : Provision for compensated absences reversed 862,959 4,352,669
Add : Balance carried forward from previous year 224,379,864 213,889,651
Profit available for appropriation 272,212,440 260,714,269
Appropriations:
Interim cum final dividend @ 15% 33,763,500 22,509,000
Tax on dividend 5,738,107 3,825,405
Transfer to general reserve 5,000,000 10,000,000
Balance carried forward to balance sheet 227,710,833 224,379,864
272,212,440 260,714,269
Net profit available to equity shareholders 47,457,936 43,939,814
Weighted average number of shares used in computing basic and diluted earnings per share 22,509,000 22,509,000
Basic and diluted earnings per share( equity shares, par value Rs. 10 each) 2.11 1.95
Notes to the financial statements 19
The schedules 13 to 19 form an integral part of the financial statements
This is the profit & Loss account referred to in our report of even date
For and on behalf of the Board of Directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
Profit and loss account
(All amounts are in Indian Rupees, unless otherwise stated)
46
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
As at As at
March 31, 2010 March 31, 2009
1 Share capital
Authorised
30,000,000 equity shares of Rs.10/- each 300,000,000 300,000,000
(Previous year - 30,000,000 equity shares of Rs.10/- each)
Issued, subscribed and paid-up :
22,509,000 equity shares of Rs.10/- each fully paid
(Previous year - 22,509,000 equity shares of Rs 10/- each fully paid) 225,090,000 225,090,000
(out of the above 11,478,488 equity shares of Rs.10/-each fully paid
is held by BT Frontline Pte Ltd, Singapore, the holding company)
2 Reserves and surplus
General reserve
Balance, beginning of the year 77,807,587 67,807,587
Add : Transferred from profit & loss account 5,000,000 10,000,000
Balance, end of the year 82,807,587 77,807,587
Securities premium 493,233,528 493,233,527
Balance available in profit & loss account 227,710,833 224,379,864
803,751,948 795,420,978
3 Secured loans *
Term loan from a non banking financial institution - 107,864
Working capital facilities from banks 438,851,442 335,966,964
Vehicle loans from banks 2,149,605 3,680,010
441,001,047 339,754,838
* Refer note 19.04 for details of security
4 Deferred tax liability, net
on account of
- Depreciation 53,430,713 64,406,448
- Lease accounting - (1,575,133)
- Others (5,073,140) (10,255,803)
48,357,573 52,575,512
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
47
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
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48
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
As at As at
March 31, 2010 March 31, 2009
6 Investments - Long term
Equity shares in subsidiary companies : Trade and unquoted
300,000 shares of Singapore dollar, 1 each fully paid in 8,046,709 8,046,709
ACL Systems & Technologies Pte Limited
(Previous year - 300,000 shares of Singapore $ 1 each)
1 share of AED 1,000,000 fully paid up in Accel Frontline FZE, Dubai 12,046,390 12,046,390
(Previous year - AED 1,000,000)
Network Programs Kabhushaki Kaishai, Japan 10,475,100 10,475,100
(212 ordinary shares of JPY 50,000 each and JPY 15,855,000
share application money pending allotment)
(Previous Year: 212 ordinary shares of JPY 50,000 each)
Network Programs (USA) Inc., USA
(1000 shares fully paid ) 22,397,200 22,397,200
(Previous Year: 1000 shares fully paid )
Network Programs (Japan), Inc. USA
(1500 shares fully paid ) 5,075,366 5,075,366
(Previous Year: 1500 shares fully paid )
Trade Investments - unquoted
96,374 shares of Rs. 10/- each fully paid in M/s. Telesis Global 3,000,000 3,000,000
Solutions Limited ( PY : 96,374 shares )
61,040,765 61,040,765
7 Inventories
Service spares 161,821,317 171,175,097
Finished goods
- Trading 35,141,168 44,099,226
- Stock in trade (refer note 19.02 (d)) 2,984,459 14,334,664
199,953,94 229,608,987
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
49
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
As at As at
March 31, 2010 March 31, 2009
8 Sundry debtors (Unsecured)
Debts outstanding for a period exceeding six months
Considered good 187,900,954 204,130,868
Considered doubtful 14,051,861 30,017,136
Other debts *
Considered good 774,263,333 663,067,480
976,216,148 897,215,484
Less: Provision for doubtful debts (14,051,861) (30,017,136)
962,164,287 867,198,348
*Includes amounts not falling due for payments as at March 31, 2010 of NIL
(Previous year - Rs. 2,782,389) in respect of lease receivables (also refer note 19.11).
9 Cash and bank balances
Cash on hand and remittances in transit 549,778 446,402
Balances with scheduled banks :
- current accounts 216,913,417 85,088,569
- deposit accounts 84,503,191 92,980,036
- Unpaid dividend account 343,612 345,288
302,309,998 178,860,295
10 Loans and advances
(Unsecured, considered good)
Advances recoverable in cash or kind or for value to be received 121,003,141 130,004,615
Dues from related parties 21,498,650 23,294,939
Dues from Director 520,135
-
Advance payment of tax, net of provisions 157,620,883 110,973,347
Deposits
Balance with government authorities 3,253,590 2,209,112
Deposits - leased office premises 29,540,200 31,256,037
Other deposits 46,151,754 32,639,634
379,588,353 330,377,684
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
50
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
As at As at
March 31, 2010 March 31, 2009
11 Current liabilities
Sundry creditors 438,007,078 285,247,713
Interest accrued but not due 4,863,565 3,175,297
Advances from customers 50,446,680 72,385,562
Other liabilities 120,711,978 150,907,323
614,029,301 511,715,895
12 Provisions
Provision for compensated absence 13,702,453 14,565,412
Provision for gratuity - 475,408
13,702,453 15,040,820
Year ended Year ended
March 31, 2010 March 31, 2009
13 Income from operations
- Income from sales 1,656,014,613 1,567,680,363
- (Less) : Sales tax (51,916,994) (55,444,827)
1,604,097,619 1,512,235,536
- Income from services 1,021,378,733 1,336,980,775
- Lease rentals 10,156,266 17,826,093
- Finance and service income - leased assets 238,707 562,833
- (Less) : Service tax, sales tax on services (100,780,191) (145,430,241)
2,535,091,134 2,722,174,996
14 Other Income
- Interest income (Gross) 5,190,917 3,253,933
(Tax deducted at source - Rs. 798,222; Previous year - Rs. 1,361,160 )
- Miscellaneous receipts 1,244,429 6,505,502
- Gain on exchange fluctuation
23,504,782 -
- Bad debts recovered 3,026,015 1,934,973
- Liabilities written back 1,152,297 1,430,703
- Dividend from mutual funds - 1,040,000
34,118,440 14,165,111
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
51
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Year ended Year ended
March 31, 2010 March 31, 2009
15 Cost of sales & services
Opening stock 221,243,242 252,689,912
Purchases - IT products 1,644,985,326 1,628,774,154
Less : Inventory related to WMS business - (28,380,220)
Less : Closing stock (199,953,944) (221,243,242)
1,666,274,624 1,631,840,604
16 Employee cost & benefits
Salaries wages and allowances 408,057,121 481,142,899
Contribution to employee benefit plans 16,236,911 19,026,836
Staff welfare expenses 9,825,343 10,509,266
434,119,375 510,679,001
17 Operating & administrative expenses
Rent 50,601,731 64,657,224
Electricity 10,415,559 14,523,445
Repairs and maintenance
-- buildings 2,181,673 3,064,393
-- others 13,213,117 14,316,840
Insurance 6,460,116 6,116,372
Rates and taxes 1,132,759 2,675,731
Printing and stationery 4,413,210 6,575,952
Communication expenses 16,033,984 30,124,042
Travelling and conveyance 59,407,123 72,189,500
Security charges 3,014,279 4,294,630
Professional, consultancy and outsource charges 52,722,067 16,932,387
Fees for independent directors 630,000 1,792,603
Bad debts and liquidated damages 33,456,847 49,714,105
Loss on sale of fixed assets 369,817 694,584
Loss on sale of investments - 3,770,000
Provision for doubtful debts 11,422,629 29,808,601
Loss on exchange fluctuation - 33,703,625
Advertisement and sales promotion 5,990,796 7,744,003
Sales discounts 436,374 27,985
Clearing and forwarding expenses 11,772,087 19,481,939
Other expenses 21,969,411 19,072,860
305,643,579 401,280,821
18 Financial charges
On cash credit 16,331,979 30,200,622
On term loans - 169,049
Others 26,169,152 30,063,796
42,501,131 60,433,467
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
52
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.00 Notes to the financial statements
19.01 Background
Accel Frontline Limited (“Accel” or the Company) was
incorporated in Chennai in 1995. The Company’s principal
lines of business, in IT services includes, providing
system integration solutions comprising network design,
hardware software and website development and the sale
and implementation of customized software products
and IT Infrastructure management solutions,
19.02 Statement of significant accounting policies
(a) Basis of preparation of financial statements
The financial statements have been prepared and
presented on a historical cost basis in accordance with
Generally Accepted Accounting Principles (GAAP) in India
and comply with the mandatory accounting standards
(AS) issued by the Institute of Chartered Accountants of
India (ICAI) referred to in section 211(3C) of the Companies
Act, 1956 (the Act) to the extent applicable. All items of
income and expenditure that have a material bearing on
the financial statements are recorded on an accrual basis.
The accounting policies have been consistently applied
by the company and are consistent with those used in the
previous year. All recently issued or revised accounting
standards have been evaluated by the management on
an ongoing basis.
Use of estimates
The preparation of financial statements requires
management to make certain estimates and assumptions
that affects the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities on the
date of financial statements and the reported amount
of revenues and expenses during the reporting period.
Management believes the estimates are prudent and
reasonable. Future results could differ from these
estimates.

(b) Fixed Assets, depreciation and amortization
Fixed assets are stated at cost less accumulated
depreciation. Cost includes all expenses attributable
to bringing the asset to its working condition for its
intended use.
Depreciation on fixed assets is provided for on a straight-
line basis, at the higher of the rates as specified in Schedule
XIV to the Act or the rates derived based on the economic
useful life of the asset as determined by management.
The rates of depreciation and amortization are as follows:
Asset Rate of depreciation /
amortization (%)
Plant and machinery 4.75
Office equipment 4.75
Furniture and fixtures 6.33
Computer hardware 16.21
(except computers on lease)
Vehicles 9.5
Lease hold improvements Over the lower of
estimated useful lives of
the assets or the primary
period of the lease.
Computer software, being application software is
amortized over a period of 7 years or its realizable useful
life, whichever is lower.
Fixed assets individually costing Rs 5,000 or less are fully
depreciated on purchase during the relevant year.
Capital work in progress: Software products/solutions
developed and/or under developments are stated at cost
and pending capitalization of the same are treated as
capital work in progress. The development cost consists
of proportionate cost of employee compensation and
other direct costs involved. Software development cost
incurred on products/solutions ready for marketing are
capitalized and amortised over a period of seven years
based on managements’ evaluation of the products’ life
cycle.
(c) Investments
Investments in subsidiaries are classified as long-term
investments and are stated at cost. Adjustments are made
for any diminution if any, in value of the investments that
is other than temporary in nature.
Investments in subsidiaries
As at March 31, 2010, the Company had an aggregate
investment of Rs 58,040,765 (including Rs.6,516,000
invested in Network Programs KK, Japan for which shares
are yet to be allotted) in its subsidiaries which include
ACL Systems & Technologies Pte Limited (ACL) Singapore,
Accel Frontline FZE, Dubai, Network Programs USA Inc,
USA, (NP-US) , Network Programs (Japan) Inc, USA (NPJ-
US) and Network Programs KK , Japan, (NPJ-KK). The
financial statements of ACL and NP–US as at March 31,
2010 reflect accumulated losses. Management believes
that these investments are long term in nature and the
subsidiaries are expected to do profitable business in
future. Accordingly, management does not consider that
provision for diminution in the value of its investments in
the said subsidiary is necessary at this stage.
(d) Inventories
Inventories are stated at the lower of cost and net realizable
value. Cost includes all expenses incurred in bringing
the inventory to its present location and condition and
is computed on the basis of weighted average cost.
Inventories of components and spares primarily held and
used for the purpose of asset maintenance services are
amortized over a period of seven years commencing from
this year.
Stock in trade
Stock in trade includes an amount of Rs. Nil (previous year
– Rs. 8, 365,746) being the equipments given on extended
rental contract. This inventory is fully depreciated as on
March 31, 2010 considering the useful life and end of
lease period.
53
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
(e) Revenue recognition
Sales
Sales are recognized when significant risks and rewards
of ownership are passed to the buyer, which generally
coincides with the dispatch of goods. All sales are
reported exclusive of taxes and duties.
Service income
Service income comprising Income from Infrastructure
Management Services (IMS) contracts are recognized
ratably over the period of the underlying maintenance
agreement. Incomes from services are reported exclusive
of service tax.
Revenue from software development and implementation
on the time-and-material basis is recognized based on
software developed and billed to clients as per the terms
of specific contracts. In the case of fixed-price contracts,
revenue is recognized based on the milestones achieved
as specified in the contracts, on the percentage of
completion basis.
Assets sold on finance lease arrangements are recognized
as a sale at the inception of the lease, and the related
finance income is recognized on a time proportion basis
over the period of the lease.
Dividend income from investments is recognized when
the right to receive the dividend is established.
(f) Employee benefit plans
The company makes contributions to the “Accel ICIM
Employees Provident Fund Trust”, which is defined
contribution plan. The company’s contribution towards
the Provident Fund is charged to the Profit and Loss
Account. The interest rate payable to the members of
the trust shall not be lower than the statutory rate of
interest declared by the Central Government under the
Employees Provident Funds and Miscellaneous Provisions
Act, 1952 and the short fall, if any, shall be made good by
the Company.
The Company also provides for retirement benefits in the
form of gratuity as per the provisions of “ The Payment
of Gratuity Act, 1972”, which is a defined benefit plan. The
Liability in respect of contribution to the gratuity fund is
provided for based on actuarial valuation carried out in
accordance with revised Accounting Standard AS -15 as
at the end of the year.
The liability is actuarially determined at the end of each
financial year and any shortfall in the fund size maintained
by the trust set up by the company with Life Insurance
Corporation of India is additionally provided for.
Compensated absences
The Company’s policy towards leave for their employees
stipulates that the employees can only carry forward
their earned leave to the extent allowed as per policy
from time to time, without any encashment options. As
per revised Accounting Standard AS 15, the Company has
provided for compensated absences that are expected
to be availed. The liability for compensated absences is
determined on the basis of actuarial valuation at the end
of the financial year. Any gain or loss arising out of such
valuation is recognized in the Profit and Loss Account, as
the case may be.
(g) Earnings per share
The earnings considered in ascertaining the company’s
basic and diluted earnings per share comprise of the
net profit/loss after tax. The number of shares used in
computing basic earnings per share is the weighted
average number of shares outstanding during the
year. The number of shares used in computing diluted
earnings per share comprises the weighted average
shares considered for deriving basic earnings per share
and also the weighted average number of shares, if any,
which would have been issued on the conversion of all
dilutive potential equity shares.

(h) Taxation
Provision for income tax is made for both current and
deferred taxes. Provision for current income tax is
made at current tax rates based on assessable income.
Deferred income taxes are recognized for the future tax
consequences attributable to timing differences between
the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. The
effect on deferred tax assets and liabilities of a change
in tax rates is recognized using the tax rates and tax laws
that have been enacted or substantively enacted by the
balance sheet date. Deferred tax assets are recognized
and carried forward only to the extent that there is a
reasonable certainty that sufficient future taxable income
will be available against which such deferred tax assets
can be realized. Deferred tax assets are recognized on
carry forward of unabsorbed depreciation and tax losses
only if there is virtual certainty that such deferred tax
assets can be realized against future taxable profits.

(i) Foreign currency transactions
Transactions denominated in foreign currencies are
recorded at the exchange rate specified by customs
authorities on a monthly basis. Current assets and
liabilities denominated in foreign currencies are
translated at the exchange rate prevailing on the date of
the balance sheet. All exchange differences arising on the
conversion/settlement of foreign currency transactions
are accounted for in the profit and loss account, except
in the cases where they relate to the acquisition of fixed
assets, in which case they are adjusted to the cost of the
corresponding asset.
Forward contracts are entered into to hedge the foreign
currency risk of the underlying outstanding periodically.
The premium or discount on all such contracts arising
at the inception of the contract is amortised as income
or expense over the life of the contract. Any profit or
loss arising on the cancellation or renewal of forward
contracts is recognized as income or as expense for the
year. The exchange difference is calculated and recorded
in accordance with AS-11
54
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
(j) Impairment
i. The carrying amounts of assets are reviewed at each
balance sheet date if there is any indication of impairment
based on internal/external factors. An impairment loss is
recognized wherever the carrying amount of an asset
exceed its recoverable amount. The recoverable amount
is the greater of the assets net selling price and value
in use. In assessing value in use, the estimated future
cash flows are discounted to their present value at the
weighted average cost of capital.
ii. After impairment, depreciation is provided on the
revised carrying amount of the assets over its remaining
useful life.
k) Provisions
A provision is recognized when an enterprise has a present
obligation as a result of past event and it is probable that
an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on management estimate
required to settle the obligation at the balance sheet
date. These are reviewed at each balance sheet date and
adjusted to reflect the current management estimates.
(l) Sundry debtors
a) The balances stated at their values shown under
sundry debtors, sundry creditors and loans & advances
are subject to confirmation
b) During the year, a provision for doubtful debts was
created for Rs.11,422,629/- (previous year Rs. 29,808,601/-
). A sum of Rs.33,456,847 (previous year Rs. 49,714,105/-)
was written off as bad debts as the management felt that
these are doubtful of recovery / irrecoverable.
19.03 Cash and bank balances
Cash and bank balances includes Rs.49,403,191 /- (previous year
Rs 63,004,677/-), held as margin money for various guarantees and
letters of credit issued by the company’s bankers.
A balance with schedule banks in current accounts includes an
amount of Rs. 343,612/- (previous year: Rs. 345,288/-) representing
the balances in unclaimed dividend accounts as at March 31, 2010.
Balances in current account as on March 31, 2010, include an
amount of Rs. 115,588,121/- (US$2,568,397) PY: Rs. 22,663,923/-
(US$ 434,389) lying in DBS Bank, Singapore and an amount of
Rs.1,670,391/-(Sing $ 51,932) PY: Rs. 774,382/-((Sing $ 22,563) lying
in DBS Bank, Singapore in the name of Accel Frontline Limited,
Singapore branch.
Balance in current accounts as on March 31, 2010 include an
amount of Rs.63,521 (USD 1,411) (PY: Rs.4,211,276/- (USD 80,715)
lying in the Exchange Earners Foreign Currency (EEFC) account
maintained with State Bank of India in US Dollar account.
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.04 Secured loans
Working capital facilities from banks are secured by a pari passu
charge by way of hypothecation of current assets and the
moveable properties of the company. Hypothecation loans are
secured by hypothecation of the respective assets acquired.
Secured loans include Rs.440,106,917 (previous year – Rs 337,
605,378/-) due within one year.
19.05 Payment to the Managing Director & whole time
Director

March 31,2010
Computation of net profits in (in Rs.)
accordance with Section 349 of
the Companies Act, 1956:

Profit before taxation 63,065,799
Add: Loss on sale of fixed assets 369,817
Add: Loss on sale of investment -
Add: Donation 381,152
Add: Wealth tax paid 22,275
Add: Goodwill amortised 999,900
Add: Provision for bad & doubtful debts 11,422,628
Add: Depreciation 57,605,066
Less Depreciation As per sec 350 (57,605,066)
Add: Selling commission provided -
Add: Managerial remuneration 7,335,727
83,597,298
Less: Profit on sale of fixed assets -
Net Profit as per sec 349 83,597,298

Maximum managerial remuneration
payable to directors @ 11% 9,195,703
Managerial remuneration 2010 2009
Salary, allowances and perquisites 6,589,465 6,966,192
Contribution to provident 746,262 705,474
fund & other funds
Commission payable - 1,358,862
7,335,727 9,030,528
The managerial remuneration mentioned above does not include
an amount of Rs.520,135 paid to the Managing Director as salary
as per the existing agreement approved by the shareholders, but
not payable due to inadequacy of profits during the financial year
2009-10. The company will be filing an application with the Central
Government for approval of this payment after the shareholder’s
approval in the ensuing annual general meeting of the company.
55
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.06 Disclosures in accordance with Accounting Standard (AS) –15 on “Employee Benefits”
(a) Defined contribution plans

The Company has incurred the following amounts and charged to the profit and loss account during the year.

Amount Rs. in Lacs.

Sl No Particulars For the year ended March 31, 2010

1 Contribution to Employees Provident Fund 110.20

2 Contribution to Employees’ State Insurance (ESI) 34.77

Total 144.97
AS – 15 (Revised 2005) on “Employee Benefits”has been adopted by the Company during the year. The disclosures as required
by the said accounting standard are given hereunder:
b) Defined benefit plans
Amount Rs. in Lacs
Particulars Gratuity (funded) Provision for
compensated
absences (unfunded)
(I) Changes in the Present value of obligation
(a) Present Value of obligation as at April 01, 2009 161.17 145.65
(b) Interest cost 13.65 18.67
(c) Past service cost - -
(d) Current service cost 18.56 127.47
(e) Curtailment cost / (credit) -
(f ) Settlement cost / (credit) - 24.00
(g) Benefits Paid (32.84)
(h) Actuarial (gain) / loss - (178.77)
(i) Present value of obligation as at March 31, 2010 160.54 137.02

(II) Expenses recognized in the Profit & loss account

(a) Current service cost 12.21 127.47
(b) Past service cost - -
(c) Interest cost - 18.67
(d) Curtailment cost / (credit) - -
(e) Settlement cost / (credit) - 24.00
(f ) Net Actuarial (Gain) / Loss - (178.77)
(g) Employee’s contribution - -
(h) Total expenses recognized in profit & loss a/c 12.21 (8.63)
(III) Following are the principal actuarial assumptions used as at the balance sheet date:
Particulars Gratuity (funded) Provision for
compensated
absences (unfunded)
(a) Discount rate 8.00% 8.00%
(b) Salary escalation rate 7.00% 5.00%
(c) Attrition rate 1 – 3% 5.00%
(d) Mortality rates LIC (1994-96) Projected Unit Credit
ultimate [PUC] actuarial methods
56
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
19.07 Remuneration to statutory auditors
2010 2009
Statutory audit * 1,163,792 1,163,897
For quarterly limited review 300,000 300,000
For certification and other matters 100,000 30,000
Out of pocket expenses 14,868 8,973
Service tax 147,805 145,230
* Includes foreign branch auditor fees Rs.128,792 (S $ 4000) (Previous year Rs.128,897 (S $ 4,000))
19.08 Contingent liabilities
2010 2009
Sales tax matters 8,512,404 1,425,186
ESI matters 2,758,801 2,758,801
Income tax matters * 49,000,700 6,582,000
Letters of credit outstanding 89,557,099 176,558,127
Bank Guarantees outstanding 111,364,965 259,650,185
Claims against the company not acknowledged as debt 16,435,381 31,182,586
Service tax matters 584,433 -

Estimated amount of contracts remaining to be
executed on capital account and not provided for (net of advances) - 5,216,180
* The Income tax matters includes a demand notice received by the company for Rs.42,418,700 from the Income Tax department
for the assessment year 2007-08. The company has filed an appeal application with appellate commissioner against this demand
notice.
19.09 Segment reporting
The company’s operations predominantly relate to IT related services and accordingly this is the only primary reportable segment. The
geographical segment is not relevant since export revenue are less than 10% of the total revenue.
19.10 Related party transactions
Related parties where control exists:
Name of the party Nature of relationship
BT Frontline Pte Limited, Singapore. Controlling Company
Accel Limited, Chennai. Controlling company
ACL Systems & Technologies Pte Limited, Singapore Subsidiary Company
Accel Frontline FZE, Dubai Subsidiary Company
Network Programs USA Inc., USA Subsidiary Company
Network Programs (Japan) Inc., USA Subsidiary Company
Network Programs Japan KK, Japan Subsidiary Company
Other related parties with whom transactions have taken place during the year:
Name of the party Nature of relationship
Accel Systems Group, Inc. USA Companies under common control
Accel Transmatic Limited Companies under common control
Accel Frontline Services Limited Companies under common control
Accel IT Resources Limited, Chennai Companies under common control
Key management personnel
Mr. N R Panicker Managing Director
Mr. K.R Chandrasekaran Whole time Director
Relative of Key Management Personnel
Mrs. Sreekumari Panicker Wife of the Managing Director
Mrs. Shanthi Chandrasekaran Wife of Mr. K.R Chandrasekaran
57
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
Transactions with related parties
Particulars Controlling Subsidiaries Companies Key
company under common Management
control personnel

Sales and other income 19,165 30,676,485 7,029,612 -
(58,840) (19,532,438) (11,489,795) -
Share of expenses 735,736
- (933,869) (2,712,059) -
Purchases 938 38,745,410 -
(2,116,245) - (29,530,036) -
Rent 4,825,356 1,920,000
(6,410,486) - - (1,920,000)
Cost of shared services
- - (674,340) -
Managerial remuneration - - 5,415,737
- (3,530,995) - (7,110,528)
Dividend 23,780,817 533,545
(15,853,878) - - (393,846)
Balances outstanding as at March 31, 2010 (March 31, 2009)
Investments - 58,040,765 - -
- (58,040,765) - -
Payables - - 4,790,340 -
(2,083,275) - (1,599,373)
Receivables 14,301 13,589,948 6,500,238 -
(240,868) - (8,090,863) -
Loans and advances - 18,712,328 7,664,089 520,135-
- (20,576,120) (2,718,819) -
Maximum amount outstanding at - 22,127,997 8,296,683 -
any time during the year (61,064,821) (8,219,098) -
Note: Item under parenthesis represent previous year figures
19.11 Leasing arrangements in the capacity of a Lessor
Finance lease
The Company’s business includes leasing of computers, peripherals, and accessories on long - term non - cancellable leases which
are generally in the nature of finance leases as described in AS - 19, “Accounting for leases “ issued by the ICAI. The terms of the
lease agreements do not provide for any unguaranteed residual value or contingent rents. The leased assets are insured by the
lessor during the contract of the lease. Initial direct costs are recognised as an expense at the commencement of the lease period.
Sundry debtors include the present value of minimum lease payments on finance leases accounted for in accordance with AS 19
‘Accounting for leases’ issued by the ICAI. Reconciliation between the gross investment and the present value of minimal lease
payments receivable is as follows:
2010 2009
Gross investment in the lease Nil 2,827,085
Less: unearned finance and service income Nil 51,096
Present value of minimum lease payment Nil 2,775,989
Gross investment in the lease
Not later than one year Nil 2,827,085
Later than one year and not later than five years Nil -
Later than five years Nil -
58
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
2010 2009
Present value of minimum lease payments receivable
Not later than one year - 2,775,989
Later than one year and not later than five years - -
Later than five years - -
19.12 Operating leases:
The company has taken various office premises on operating lease and the lease payments are amortized on a straight-line basis
over the lease term. The total of minimum future lease payments for various periods are as follows:
2010 2009
Not later than one year 22,963,306 45,879,999
Later than one year and not later than five years 79,156,997 79,037,034
Later than five years 32,114,579 20,449,673
The company has deposited an amount of Rs. 29,540,200/- (Previous year: Rs. 31,256,037/-) as interest free security deposits towards
the above leases and the same has been included in the Loans and advances

19.13 Micro Small and Medium Enterprise Development Act 2006.

As per the stipulations and conditions referred to in the above Act, the Company is not required to register under the above Act.
Further, the Company has circulated letters to its suppliers seeking information about their status as mentioned in the Act. Since
the information from the suppliers has not been received, the provisioning of the interest and disclosure requirements under
Schedule VI to the Companies Act, 1956 could not be complied with.
19.14 Overseas branch operation
During the year, the branch at Singapore in the name of “Accel Frontline Limited - Singapore Branch”continued its operation. The
revenue and expenses of the said Branch have been included in the financials of the company against each line item, translated
into INR, as applicable. The summary of the financials of the Branch is as follows:
2010 2009
Rs. Sing $ Rs. Sing $
Turnover 409,097,227 12,230,020 301,816,105 9,017,210
Net profit after tax 10,691,232 319,616 30,393,511 704,616
Sundry debtors 30,244,936 939,345 112,166,907 3,345,639
Sundry creditors 70,470,449 2,188,666 69,049,459 2,017,647
Income tax- provision 1,080,980 33,573 3,644,076 113,084
19.15 Quantitative information as per the companies Act 1956
b) Particulars of opening stock, purchases, sales and closing stock for trading goods dealt with by the Company:
Class of goods Opening stock Purchases
2010 2009 2010 2009
Qty
Nos.
Value Qty
Nos.
Value Qty
Nos.
Value Qty
Nos.
Value
Computers
- Assembled - - 8 173,405 - -
- Traded 578 15,473,448 170 10,920,880 3,538 1,319,720,312 8635 883,122,313
Peripherals etc 28,625,778 74,162,130 325,265,014 737,286,095
44,099,226 85,256,415 1,644,985,326 1,620,408,408
59
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Schedules to the financial statements
(All amounts are in Indian Rupees, unless otherwise stated)
Class of goods Sales Closing stock
2010 2009 2010 2009
Qty
Nos.
Value Qty
Nos.
Value Qty
Nos.
Value Qty
Nos.
Value
Computers
- Assembled - - 8 194,715 - - - -
- Traded 3,904 1,319,659,063 8,227 1,029,416,322 212 15,534,697 578 15,473,448
Peripherals etc 284,438,556 482,624,499 19,606,471 28,625,778
1,604,097,619 1,512,235.536 35,141,168 44,099,226
19.16 Expenditure in foreign currency (on payment basis)
2010 2009
Foreign travel 6,820,074 12,689,818
Others 3,781,091 7,536,657
19.17 CIF value of Imports
2010 2009
Components 396,056,063 448,259,957
19.18 Amount remitted in foreign currencies towards dividend
2010 2009
Particulars
No of
Non-resident
shareholders
No of
equity shares
held
Rupees
No of
Non-resident
shareholders
No of
equity shares
held
Rupees
Dividend for
the year
5 11,499,888 17,249,832 7 11,499,888 11,499,888
19.19 Earnings in foreign currency
2010 2009
Income from services 68,466,425 124,784,814

19.20 Comparative financial information
The previous year’s balances have been regrouped/reclassified wherever necessary to conform to the current year’s presentation.
19.21 The previous year figures include the results of the Warranty Management Services Division which was
hived-off from January 1, 2009 and hence not comparable with the current year figures.
For and on behalf of the board of directors
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm registration no.:100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
60
Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
March 31, 2010 March 31, 2009
Cash flow from operating activities
Net profit before taxation 63,065,799 70,540,369
Adjustments for:
Depreciation 57,605,066 61,565,825
(Profit) / Loss on sale of fixed assets, net 369,817 684,802
(Profit) / Loss on sale of fixed investments, net 3,770,000
Interest and dividend income (1,567,578) (4,293,933)
Unrealized foreign exchange (23,504,782) 33,703,625
Finance income on leased assets (238,707) (562,833)
Lease rentals (10,156,266) (17,826,093)
Financial charges 42,501,131 60,433,467
Provision for doubtful debts 11,422,629 29,808,601
Provision no longer required written back (1,152,297) 1,430,703
Bad debts written off 33,456,847 49,714,105
Operating profit before working capital changes 171,801,659 288,968,638
(Increase)/decrease in inventories 29,655,044 32,796,317
(Increase)/decrease in sundry debtors (138,693,118) 160,815,998
(Increase)/decrease in loans and advances / other current assets (59,184,436) (100,988,556)
Increase/(decrease) in current liabilities 124,992,879 (265,208,780)
Increase/(decrease) in provision (1,338,367) (45,851,178)
Cash generated from operations 127,233,661 70,532,439
Income taxes paid (10,340,354) (13,768,686)
Net cash used in operating activities 116,893,307 56,763,753
Cash flows from investing activities
Purchase of fixed assets (26,495,673) (34,370,763)
Proceeds from sale of fixed assets 157,779 21,696,974
Lease rentals 10,394,973 18,388,926
Investments - 39,714,000
Net cash from (used in) in investing activities (59,42,921) 45,429,137
Cash flows from financing activities
Proceeds/(repayments) from working capital facilities 102,884,478 (325,421)
Interest received on loans 1,567,578 4,293,933
Proceeds/(repayment) of term loan for equipment leases (1,638,269) (1,437,508)
Financial charges (40,812,863) (59,704,064)
Dividends paid (33,763,500) (22,509,000)
Tax on dividend paid (5,738,107) (3,825,405)
Net cash from financing activities 22,499,317 (83,507,465)
Net cash inflow / (outflow) 123,449,703 18,685,425
Opening cash and cash equivalents* 178,860,295 160,174,870
Closing cash and cash equivalents* 302,309,998 178,860,295
Net increase in cash and cash equivalents 123,449,703 18,685,425
*Includes Rs. 84,503,191 (Previous year Rs. 92,980,036) of restricted cash balance (also refer note 19.03)
Cash flow statement for the year ended,
(All amounts are in Indian Rupees, unless otherwise stated)
61
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
Cash flow statement for the year ended,
(All amounts are in Indian Rupees, unless otherwise stated)
Note:
a) The above cash flow statement has been prepared under the indirect method as set out in the Accounting Standard
- 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India
b) Purchase of fixed assets include payments for items in capital work in progress and advances for purchase of fixed
assets. Adjustments for increase/decrease in current liabilities related to acquisition of fixed assets have been made
to the extent identified.
c) Since fixed deposits have to be used to set off the bank borrowing to reduce the cost of funds, the net cash has been
shown as negative.
For and on behalf of the Board
K.S.AIYAR & CO N.R.Panicker Steve Ting Tuan Toon
Firm Regn. No: 100186W Chairman & Managing Director Director
Chartered Accountants
(S NARAYANAN) K.R.Chandrasekaran Sweena Nair
Partner Director & CFO Company Secretary
Membership No.29724
Place : Chennai
Date : July 22, 2010
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Balance sheet abstract and company’s
general business profile
(All amounts are in Indian Rupees, unless otherwise stated)
I Registration details
Registration number 18-31736
Balance Sheet date March 31, 2010
II Capital raised during the year (Amount in Rs. Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Private Placement Nil
III Position of mobilisation and development of funds (Amount in Rs. Thousands)
Total Liabilities 1,518,201 Total Assets 1,518,201
Sources of funds

Paid up capital 225,090 Reserves and surplus 803,752
Secured loans 441,001 Unsecured loans 0
Deferred tax liability 48,358
Application of funds
Net fixed assets 240,875 Investments 61,041
Net current assets 1,216,285 Misc. expenditure -
IV Performance of company (Amount in Rs. Thousands)
Turnover 2,569,210 Total expenditure 2,506,144
Profit / (loss) before tax 63,066 Profit / (loss) after tax 47,458
Earnings per share in Rs. 2.11 Dividend as % 15
V Generic names of three principal products / services of company (as per monetary terms)
Item code no (ITC code) 847100
Product description Computers
Item code no (ITC code) 847193
Product description Computer
Peripherals
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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
Annual Report 2009-10
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Annual Report 2009-10
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.
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Annual Report 2009-10

Contents
Notice of 15th annual general meeting Directors’ report Management discussion and analysis Reports on corporate governance Consolidated financials Standalone financials 3 9 10 13 25 41

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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

Annual Report 2009-10

Notice
NOTICE is hereby given that the Fifteenth Annual General Meeting of the members of Accel Frontline Limited will be held on Wednesday the 22nd day of September 2010 at Narada Gana Sabha Trust, Mini Hall, 314, T.T.K Road, Chennai 600018 at 11.00 A.M to transact the following business:

SPECIAL BUSINESS: 7. To consider and, if thought fit, to pass, with or without modification(s) the following resolution as a special resolution. RESOLVED THAT in accordance with the provisions of Sections 198,269,309,310, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (the “Act”) or any statutory modification(s) or re-enactment thereof and subject to such approvals /consents, if any, approval of the company be and is hereby accorded to the appointment of Mr. K.R.Chandrasekaran as Whole time director for a period of one year effective 27th April 2010 on the terms, conditions including remuneration and perquisites as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be , deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter and vary the terms and conditions and / or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment , as may be made therein from time to time. Resolved further that the Board of Directors be and is hereby authorized to vary or increase the remuneration including salary , commission , perquisites, allowances etc., within the prescribed limits or ceiling in Schedule XIII to the Companies Act 1956, and the agreement between the company and Mr. K.R.Chandrasekaran be suitably amended to give effect to such modification or variation without any further reference to the members of the company in general meeting. RESOLVED FURTHER THAT notwithstanding anything to the contrary contained herein, wherein any financial year during the currency of the tenure of the Wholetime director, the company has no profits or its profits are inadequate, the Company will pay Mr. K R Chandrasekharan ,the Wholetime Director, remuneration by way of salary, allowances and perquisites within the limits specified in Part II of Schedule XIII of the Companies Act or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. AND FURTHER RESOLVED THAT the Board of directors of the company be and is hereby authorized to take such steps as may be necessary to give effect to this resolution. 8. To consider and, if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution. “RESOLVED THAT Pursuant to the provisions of Sections 198, 269, 309,310 and 311 of the Companies Act , 1956 and such other applicable provisions, if any, approval be and is hereby given for , the appointment of Mr. N.R.Panicker , Chairman & Managing Director from 01-04-2010 for the reminder of the current 5 Year term of his office ending on 31-10-2012, on the terms, conditions including remuneration and perquisites as approved by the shareholders in the annual general meeting held on September 06, 2007 Resolved further that the Board of Directors be and is hereby authorized to vary or increase the remuneration including salary , commission , perquisites, allowances etc., within the prescribed limits or ceiling in Schedule XIII to the Companies Act 1956, and the agreement between the company and

ORDINARY BUSINESS:
1. To receive, consider and adopt the audited balance sheet of the company as at 31st March 2010 and the profit & loss account for the financial year ended on that date and the reports of the Directors and Auditors thereon. To record and confirm the interim dividend paid. To appoint a director in place of Mr. Sudhir Narang, who retires by rotation and is eligible has offered himself for reappointment . Accordingly, to consider and, if thought fit to pass with or without modification, the following resolution as an ordinary resolution. Resolved that Mr. Sudhir Narang, be and is hereby reappointed as Director of the Company. 4. To appoint a director in place of Mr. Suresh K. Sharma, who retires by rotation and is eligible has offered himself for reappointment . Accordingly, to consider and, if thought fit to pass with or without modification, the following resolution as an ordinary resolution. Resolved that Mr. Suresh K. Sharma, be and is hereby reappointed as Director of the Company. 5. To appoint a director in place of Mr. Steve Ting Tuan Toon, who retires by rotation and is eligible has offered himself for re-appointment . Accordingly, to consider and, if thought fit to pass with or without modification, the following resolution as an ordinary resolution. Resolved that Mr. Steve Ting Tuan Toon, be and is hereby reappointed as Director of the Company. 6. To appoint M/s K S Aiyar & Co, Chartered Accountants (registration number 100186W) as statutory auditors of the company and to fix their remuneration and for this purpose to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution, provided that in the event of the provisions of Section 224(A) of the Companies Act, 1956, becoming applicable to the company on the date of holding this meeting, the same will be proposed as a special resolution. RESOLVED THAT Messrs K.S.AIYAR & Co, Chartered Accountants, Chennai having registration number as 100186W who retired at the conclusion of this meeting, be and are hereby appointed as Auditors of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on a remuneration to be fixed by the board/Audit Committee, in consultation with the Auditors.

2. 3.

3
Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

Item No. (c) Perquisites and allowances The following perquisites would be provided to Mr. K. Housing: Unfurnished accommodation or house rent allowance in lieu thereof subject to a maximum of 50% of the salary. from time to time . An abstract of the terms of Mr. 1956.Chandrasekaran by the Company. subject to tax as applicable. 75. N R Panicker . (b) Commission As may be approved by the Board for each financial year based on the net profit of the company for that year. The Board of Directors have further extended his appointment as Wholetime Director vide its resolution dated 28-01-2010.Annual Report 2009-10 Mr. consent of the members of the Company be and is hereby accorded to pay remuneration to Mr. the Company will pay Mr. RESOLVED FURTHER THAT the Whole time Director and/or the Company Secretary of the Company be and are hereby authorized to do all such acts. in addition to sitting fees being paid to them for attending the meetings for the Board of Directors (Board) and its committees. commission of an amount as may be determined by the Board from time to time. K.Chandrasekaran was re-appointed as the Wholetime Director of the Company for a period of three years from 28-04-2007 on the terms and conditions approved by the Shareholders at the Annual General Meeting held on 06-092007. deeds and things and furnish such information / clarifications / declaration. the following resolution as a special resolution: “RESOLVED THAT subject to the approval of Central Government and pursuant to Section 309(5B) of the Companies Act. Aminjikarai. To consider and if thought fit to pass with or without modification. certificate and other papers as may be required in this regard including authorizing any other person to represent before the Central Government. Insurance and major repairs/replacements will be carried out by the company. K. 1.R.Chandrasekaran in the scale of Rs.100.the Managing Director. remuneration by way of salary. of the Companies Act. computed in the manner laid down in Section 309(5) of the Act and after taking into account the relevant factors and circumstances. Chennai . 1956 for the financial year ended on 31st March 2010. wherein any financial year during the currency of the tenure of the Managing Director.R. from 28-04-2004 on the terms and conditions approved by the Shareholders at the Annual General Meeting held on 3009-2004 for a period of three years. wife and dependent parents / children once a year subject to a maximum of one month’s basic salary. 4 Accel Frontline Limited. N R Panicker be suitably amended to give effect to such modification or variation without any further reference to the members of the company in general meeting. or reenactment thereof and the Articles of Association(Article 120) of the company. Period One year with effect from 27-4-2010 2.Panicker. . the following resolution as special resolution: “RESOLVED THAT pursuant to the provisions of Sections 198. if any.000 per month as may be decided by the Board based on the recommendations of the remuneration committee with liberty to the Board to decide about the quantum of annual increment which will be effective from 01st of April every year or as decided by the Board The Board may review and determine from time to time and make necessary changes in the salary and / or allowances during the tenure of his appointment. Medical reimbursement: Reimbursement of hospital and medical expenses for self and family subject to a ceiling of one month’s basic salary in a year. Motor car: A company car will be provided and the cost of running and minor maintenance expenses will be borne by him.Chandrasekaran was the Whole-time Director.R. Mr. AND FURTHER RESOLVED THAT the Board of Directors of the company be and is hereby authorized to take such steps as may be necessary to give effect to this resolution 9. Explanatory Statement pursuant to Section 173(2) of the Companies Act. Managing Director of the Company as approved by the shareholders in the Annual General Meeting held on September 06. (a) Salary and allowances Such amount for Mr. 1956.R. to be divided amongst them in such manner as the Board may . K.” 10. for a further period of one year from 27-04-2010 to 26-042011 as recommended by the remuneration committee of Directors. be paid every year for a period of 5 years with effect from 01 April 2009 . allowances and perquisites within the limits specified in Part II of Schedule XIII of the Companies Act or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. Emoluments Subject to the overall limits as laid down in Sections 198 and 309 of the Act.7: Mr.150. To consider and if thought fit to pass with or without modification.Chandrasekaran‘s appointment and remuneration are set out below. the non–whole time directors of the company . N. the company has no profits or its profits are inadequate. RESOLVED FURTHER THAT notwithstanding anything to the contrary contained herein.600 029. 1956 any statutory modification(s). Leave: Leave of one month with full pay and allowances for every 11 months of completed service in addition to casual leave as applicable to the senior executives of the company. subject to the overall ceiling of 1 % of the net profits of the Company (to be computed in the manner referred to in Section 198(1) of the Companies Act 1956. 2007 over and above the limits prescribed under Section 309 read with Schedule XIII to the Companies Act. Leave travel concession: Leave travel concession for self. 309 (4) and other applicable provisions.R.R.000 to Rs. Nelson Manickam Road. determine. K.

000/. 172 shares in the Company.R.000/per month towards expenses incurred for development of business. 4.Chandrasekaran also holds Directorship in the following associate companies: Accel Limited Accel Frontline Services Limited Accel Frontline FZE. are required to be approved by the members at this Annual General Meeting in terms of section 269 of the Act. (d) Mr. 5.3. etc and using the same for official purposes. K.5.R.Chandrasekaran also shall not become interested or otherwise concerned directly or through his relatives in any selling agency of the company without requisite approvals as may be necessary. Personal Accident Insurance: Benefit of personal accident insurance scheme as per rules of the company. has any interest or concern in the resolution. the Company shall pay to Mr. Termination The agreement with Mr. Mr.R.per annum for celebrating a special day on production of bills.R.R.000/.per month towards lunch / refreshment expenses. 800/per month.Chandrasekaran shall not be entitled to supplement his earnings with any buying or selling commission. or such other limits as may be presented by the Government from time to time. on production of receipts / bills. . The Board recommends the resolution.Chandrasekaran.Chandrasekaran.Chandrasekaran provides that either party by giving the other party three month’s notice or the company paying three months remuneration in lieu thereof may terminate the appointment. Gratuity: Shall be as per rules of the company.R. for the time being in force).Chandrasekaran as a Whole-time Director and the remuneration payable to him as aforesaid.K. K. Aminjikarai.12. This explanatory statement together with the accompanying notice may be treated as an abstract of the terms of appointment of Mr.Chandrasekaran is interested in the resolution. The Company has been in business for the past 15 years.R. Conveyance allowance: A conveyance allowance of Rs. Information required under Clause (iv) of proviso to paragraph 1(B) of Section II of Part II of Schedule XIII of the Companies Act.R.R. Chennai .Chandrasekaran the above remuneration by way of salary.Chandrasekaran holds 28.Chandrasekaran as Wholetime Director of the Company.Chandrasekaran is by virtue of his employment in the company and is subject to the provisions of Section 283 (1) of the Companies Act.Chandrasekaran is not related to any other Director of the Company. he shall also cease to be the Whole¬time Director of the company.R.Chandrasekaran ‘s appointment are more fully set out in the draft agreement which is available for inspection by any member at the registered office of the company between 10 am to 12 noon on any working day (excluding Saturdays) prior to the date of the Annual General Meeting as well as at the Meeting. K. Mr. Minimum remuneration Where in any financial year during the tenure of Mr. Work from home reimbursement: Reimbursement of Rs. 6.R. 1956 (including any statutory modifications or re-enactments thereof. K. Japan Mr. engaging a driver. hiring a computer. on production of bills. the Company incurs loss or its profits are inadequate. 75. Mr.Chandrasekaran ceases to be a Director of the company for any cause whatsoever. K. The resolution at item 7 of Special business is intended for this purpose. (c) If at any time Mr.5. Nelson Manickam Road. Vehicle Maintenance Reimbursement: Reimbursement upto Rs. K. The appointment of Mr.R. 5 Accel Frontline Limited. Dubai Network Programs USA INC.R. (b) The appointment of Mr. The Board may review and determine from time to time any revision and / or modification in the above perquisites during the tenure of his appointment. K.towards expenses incurred for maintaining a car. Business expenses reimbursement: An amount of Rs. The terms of Mr. No other director except Mr. K. USA Network Programs Kabushaki Kaishai. K.Chandrasekaran and payment of remuneration to him and Memorandum of Interest under section 302(7) of the Companies Act. 1956. Special day reimbursement: An amount of Rs. K. Provident Fund: Contribution to provident fund shall be as per rules of the company.600 029. 1956 is given below : The information below is in relation to the proposal contained in Item No.R. commission and perquisites as a minimum remuneration. subject to the limits specified under Part II section II of Schedule XIII of the Companies Act.1200/.7 of the Notice relating to re-appointment of Mr. USA Network Programs Japan INC. Duties and Obligations (a) The Agreement also sets out the duties and various obligations of Mr. 1956. K. Mr. Meals coupon: Meals coupons for a value of Rs. K. (2) Date or expected date of commencement of commercial production.000/.R. K. etc for working from home on production of bills.R. K.K.Chandrasekaran . General Information (1) Nature of Interest The Company is in the business of IT Infrastructure Management Services. as it relates to his appointment and payment of remuneration to him.Annual Report 2009-10 Benefit of group mediclaim policy as per rules of the company. I.R.per month towards expenses incurred for maintaining a telephone / internet / mobile connection. K.

K. or relationship with managerial personnel.54 43. the company has proposed to pass resolution re-appointing him as a Managing Director as a special resolution in the ensuing Annual General Meeting with effect from 01-04-2010 for the remaining period of the current five year term of the office . Other Information The Agreement also sets out the duties and various obligations of Mr. the minimum remuneration can be paid to any Director in the year of loss or inadequacy of profit. as a special resolution .R. III. Mr. 6 Accel Frontline Limited. K.03.78 31.68 60. (iv) Remuneration proposed The remuneration of Mr. K. He was previously employed as an Assistant General Manager of Harita Finance Limited from 1990 to 1997.03.736.2008 158. Due to various reasons. Nelson Manickam Road.60 78.000.03. As per Schedule XIII Part II Section II of the Companies Act. (4) Financial performance based on given indicators.020.There is a shortfall of Rs. 75. equity holdings and directorship in associate Companies as stated above. in million ) 31. K. Mr. expected date of commencement of activities.600 029.03. profile of the position and person.Chandrasekaran ‘s total remuneration was Rs. to apply to the Central Government .Chandrasekaran is not out of tune with the remuneration in similar sized companies in similar segment of business. as the company is an existing company.2010 Income from services 68. The appointment of Mr. (vi) Pecuniary relationship directly or indirectly with the company. The proposals as set out in the Notice consideration and approval.R.2009 124.03.R. K. Chennai .028. (ii) Past Remuneration For the financial year 2009 – 2010. The resolution at item 7 of special business is intended for this purpose. Item no 8 and 9 Mr.692.R. as against the remuneration approved by the shareholders.34 70.02 15 2. 2.33 (6) Foreign investments or collaborators. during the year ended 31st March 2010 .R.21 63. (Rs.Chandrasekaran is a chartered accountant with over 31 years of experience.46 1. he is eminently suited for the position he holds. K.R. if any.Chandrasekaran is set out above.520. The board of directors at its meeting held on 22nd July 2010 have approved to pay the remuneration as approved by the shareholders in the Annual General Meeting held on 06-09-2007 as minimum remuneration for the year ended 31st March 2010.569. . K.94 1.R. in million ) The substantive remuneration of Mr.47 31. to pay him the remuneration as per the resolution passed in the Annual General Meeting held on 06-09-2007 for the year ended 31st March 2010 as minimum remuneration .95 1. there is inadequacy of profits to pay the full remuneration to Mr. BT Frontline Pte Limited. 1956. Not applicable. Further the company is proposing to pass the resolution under item 9 .84 15 2.2010 31. for a period of 5 years.Annual Report 2009-10 (3) In case of new companies.Chandrasekaran. 2007.51 10 31. if any. K. provided the company had passed such a resolution as a special resolution. N R Panicker was re-appointed as the Managing Director of the company at the Annual General Meeting held on 0609-2007. is placed for 31.06 47.Chandrasekaran has managed the financial matters of the company ably over the last few years.R.Chandrasekaran has no other pecuniary relationship directly or indirectly with the company or any of its Directors. II. N.Panicker as per approval of the shareholders in the Annual General Meeting held on September 06. from 01-11-2007 to 31-102012 on the terms and conditions including remuneration in accordance with provisions contained in the Schedule XIII to the Companies Act.2009 Sales (Gross) Profit Before Tax Profit After Tax Shareholders’ Fund Rate of Dividend on equity Shares (%) (5) Export performance The Company ‘s export earnings for the past three years are as follows : (Rs. Aminjikarai. are required to be approved by the members at this Annual General Meeting in terms of section 269 of the Act.R. (v) Comparative remuneration profile with respect to industry.Chandrasekaran as a Whole time Director and the remuneration payable to him as aforesaid. size of the company. as Manager Finance with HCL Infosystems Ltd from1985 to 1990 and as a Management Accountant of ACC Babcock Ltd from 1980 to 1985. subject to the approval of shareholders and the Central Government.409.2008 2. Other than the remuneration.03. 1956.135 in the remuneration payable to him for the year ended 31st March 2010. In the opinion of the Board. However the resolution was passed as an ordinary resolution instead of as a special resolution. Accordingly. Singapore has 51% shareholding in the company. Information about the appointee (i) Background details Mr.600/(iii) Recognition or awards / Job profile and his suitability Mr.

he is eminently suited for the position he holds.Panicker is interested in the resolution. expected date of commencement of activities.2010 31. Mr.692. N R Panicker has managed the company ably over the last several years.. if any. Japan Accel Systems Group Inc. Chennai . I. 75. He held various positions in HCL Limited (now known as HCL Infosystems Limited).03. The Company has been in business for the past 15 years. Information about the appointee (i) Background details Mr.03.60 78. (4) Financial performance based on given indicators.500 shares in the Company. 1956 is given below : The information below is in relation to the proposal contained in Item No. Aminjikarai. N R Panicker and payment of remuneration to him and Memorandum of Interest under section 302(7) of the Companies Act. He is also associated with the Kerala Venture Capital Fund Private Limited as a director on its board. Not applicable. 41.2009 124.21 63. Information required under Clause (iv) of proviso to paragraph 1(B) of Section II of Part II of Schedule XIII of the Companies Act.46 1028. In the opinion of the Board.34 70.79. head quartered at Chennai. BT Frontline Pte Limited.865/(iii) Recognition or awards / Job profile and his suitability. USA Accel Media Ventures Limited Mr. N R Panicker holds 287.Net Limited ACL Systems and Technologies Pte. He has equity holdings in the company and some of the Associate Companies. N R Panicker as Managing Director of the Company. Mr. or relationship with managerial personnel.2009 Sales (Gross) Profit Before Tax Profit After Tax Shareholders’ Fund Rate of Dividend on equity Shares (%) 2.06 47. General Information (1) Nature of Interest The Company is in the business of IT Infrastructure Management Services. N. N R Panicker is as approved by the shareholder in the Annual General Meeting held on 06-092007. He graduated in Electronics and Communication Engineering from the University of Kerala in 1976. Mr. N. profile of the position and person. (2) Date or expected date of commencement of commercial production. as the company is an existing company.78 31. in million ) 31.8 and 9 of the Notice relating to reappointment and payment of minimum remuneration of Mr. II. Dubai Accel IT Resources Limited Network Programs (USA) Inc.47 31. size of the company. Dataquest has ranked Mr.94 1020. Nelson Manickam Road. The substantive remuneration of Mr. as it relates to his appointment and payment of remuneration to him. N R Panicker is not related to any other Director of the Company..03.Annual Report 2009-10 Mr. N R Panicker is the promoter of the company and founder of the Accel Group of Companies.02 15 (5) Export performance The Company ‘s export earnings for the past three years are as follows : (Rs.03.51 10 31. 1956. (ii) Past Remuneration For the financial year 2009 – 2010.33 6) Foreign investments or collaborators.68 60. Mr. (vi) Pecuniary relationship directly or indirectly with the company. N R Panicker ‘s was paid a total remuneration Rs. Mr. Ltd.54 43.R Panicker is a technocrat with over 34 years of experience in the IT industry. (3) In case of new companies.2008 2. USA Network Programs Kabushaki Kaishai. ( Rs. in million ) 31. N R Panicker is not out of tune with the remuneration in similar sized companies in similar segment of business.569.736. N R Panicker also holds Directorship in the following associate companies: Accel Limited Accel Frontline Services Limited Accel Transmatic Limited Accel Tele. None of the other Directors are interested in the resolution set out in the Notice.84 15 2. Panicker among the Top 10 Key Influencers in the Indian IT industry in 2005. (iv) Remuneration proposed The remuneration of Mr. . 7 Accel Frontline Limited.03.2008 158. (v) Comparative Remuneration profile with respect to industry. He is the founder of the Accel group of companies. from 1977 to 1990.2010 Income from services 68. This explanatory statement together with the accompanying notice may be treated as an abstract of the terms of appointment of Mr.R.95 1000. Singapore Accel Frontline FZE.600 029. He is not related to any other managerial personnel. Singapore has 51% shareholding in the company. USA Network Programs (Japan) Inc. He is an active participant in The Indus Entrepreneurs and a life member in Computer Society of India.03. if any.

Annual Report 2009-10

III. Other Information Reasons of loss or inadequate profits:

4.

Members/ proxies are requested to bring the attendance slips duly filled in and signed for attending the meeting. In case of Joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. Members who hold shares in electronic form are requested to write their client ID and DP ID number and those who hold shares in physical form are requested to write their folio numbers in the attendance slip for attending the meeting to facilitate identification of membership at the meeting. Members who wish to obtain any information on the company or the accounts may send their queries at least 10 days before the date of the meeting to the company at No.75, Nelson Manickam Road, Aminjikarai, Chennai 600029, or e-mail at sweena.nair@accelfrontline.in, addressed to the Company Secretary. Members having shares registered in the same name or in the same of order of names but in several folios may please write to the RTA so that the folios can be consolidated. A copy of the letter may please be marked to the company secretary. Members holding shares in physical form, who are desirous of making nomination as permitted under section 109A of the Companies Act, 1956 in respect of the shares held by them in the Company, may write to the RTA for the prescribed form.

5. On account of economic slow down, intense competition and the continued pressure on margins and profitability, the company achieved a modest growth. Due to pricing pressure the company lost few service contracts during the year resulting in reduction of profits. Steps taken or proposed to be taken for improvements: The company has taken various steps to improve efficiency and reduce costs including right sizing of the manpower . The company has already secured back few of the lost service contracts. The marketing and sales functions have been revamped and the current order book reflects the results of the improved efforts put in by the company. The reappointment of Mr. N R Panicker by way of a special resolution, as a Managing Director and the minimum remuneration payable to him and the obtention of Central Government’s approval as aforesaid, are required to be approved by the members at this Annual General Meeting in terms of section 269 of the Act. The Resolution at items 8 and 9 as special business is intended for this purposes. Item No. 10 The shareholders of the Company at the Extra ordinary General meeting held on 11th February 2006 had vide special resolution, approved the payment of commission to non-wholetime directors at the rate of 1% of the net profits calculated as per the companies act, 1956 for a period of three years commencing from 1st April 2006. The three year period expired on 31-03-2009.Taking into account the responsibilities of the Directors, it is proposed to continue with payment of commission to non-wholetime Directors of the Company for a further period of 5 years. Accordingly , it is proposed that in terms of Section 309 (4) of the Act , the Directors ( apart from the Managing and the wholetime director ) be paid , for each of the financial years of the company commencing April 1, 2009, remuneration not exceeding 1% per annum of the net profits of the company computed in accordance with provisions of the Act. All the non executive independent directors of the Company are concerned or interested in the resolution at item 10 of the Notice to the extent of the remuneration that may be received by them. NOTES: 1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of himself and the proxy need not be a member of the company. The instrument appointing a proxy should however be deposited at the registered office of the company, not less than 48 hours before the commencement of the meeting. 2. Revenue stamp should be affixed on the proxy forms, which are not stamped, are liable to be considered as invalid. Further for the purpose of identification, it is advised to affix the signature of the proxy also in the proxy form. Corporate members are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote at the AGM.

6.

7.

8.

9.

10. All documents referred to in the accompanying notice and explanatory statements are open for inspection at the Registered Office of the Company on all working days except Saturdays between 11.00 AM and 1.00 PM up to the date of AGM. 11. The Company has notified closure of the Register of Members and the share transfer books from 15th September 2010 to 22nd September 2010 (both days inclusive). 12. Your company had declared an interim dividend of 15% to all the members whose name appear in the Register of Members on 22nd March, 2010 and the same has been despatched to the respective shareholders by NECS credit and Under Certificate of Posting. Members who have not received the same are requested to write to the company giving necessary details. 13. The particulars of the Director, retiring by rotation and eligible for re-appointment, are given in the report of the Directors to the members and also in the report on Corporate Governance. Registered Office 75, Nelson Manickam Road Chennai 600 029 Date: July 22, 2010 By order of the Board

Sweena Nair Company Secretary

3.

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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

Annual Report 2009-10

Director’s report
Dear Shareholders, Your Directors are pleased to present the 15th annual report together with the audited accounts of the company for the year ended March 31, 2010. INR in million Financial results for the year ended March 31, Sales, Services & other income Profit before interest, depreciation & tax Interest Depreciation Provision for tax Profit after tax Balance brought forward from previous year Profit available for appropriation Appropriations Transfer to general reserve Proposed dividend on equity shares Tax on dividend Balance carried to balance sheet Total Review of operations The performance of the company during the year under review was less than expected due to continued slowdown in the IT spending by the major corporate as an aftermath of the global economic problems. The company achieved a modest growth of 1.62% on its core business of IT infrastructure services after taking into account the discontinued business of Warranty Management Services division which was hived off with effect from January1, 2009. The highlights of the performance for the year are discussed in detail in the management discussion and analysis report attached as annexure to this report. The company, on a standalone basis, has posted a net turnover of Rs 2,569.21 mn for the year ended March 31, 2010, as compared to Rs 2,736.34 mn for the year ended March 31, 2009, which included the results of the WMS division and EBITDA of Rs 163.17 mn as against Rs 192.54 mn for the previous year ended March 31st 2009. The company reported a profit before tax of Rs.63.07 mn as against Rs. 70.54 mn for the corresponding period last year. On a consolidated basis, the net turnover was Rs 2,715.49 mn, the EBITDA was Rs.175.07 mn and the profit after tax was Rs 58.54 mn. Consolidated financial statements Consolidated financial statements, prepared in accordance with Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the Listing Agreement are attached and forms part of the Annual Report and Accounts. The summary results are provided in the table above. 5.00 33.76 5.74 227.71 272.21 10.00 22.51 3.83 224.37 260.71 5.00 33.76 5.74 291.46 335.96 10.00 22.51 3.83 276.56 312.90 Standalone 2010 2569.21 163.17 42.50 57.61 16.10 46.97 224.38 272.21 2009 2736.34 192.54 60.43 61.57 28.07 42.47 213.89 260.71 Consolidated 2010 2715.49 175.07 42.61 57.82 16.10 58.54 276.56 335.96 2009 2946.74 219.16 61.73 61.96 28.07 67.40 241.14 312.90

Report on conservation of energy, technology absorption etc. Information as required under section 217 (1) (e) of the companies act, 1956 read with companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in annexure I to this report. The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts. Management discussion and analysis The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as annexure II. Report of corporate governance A report on Corporate Governance together with auditor’s certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in annexure III to this report. Auditors certificate on corporate governance The certificate issued by the auditors of the company on corporate governance is given in Annexure IV. Directors responsibility statement The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act, 1956 is given in Annexure V.

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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

Annual Report 2009-10

CEO /CFO certification The Chairman and Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this report. Particulars of employees The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in annexure VII to the Director’s Report. However, in terms of sec 219 (1) (b) (iv) of the Companies Act, 1956 the Directors Report (excluding annexure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said annexure may write to the company secretary at the registered office of the company. Financial statements of subsidiary companies:The statement pursuant to sub-section 3 of Section 212 of the Companies Act, 1956 are given in annexure VIII to this Report. Pursuant to the exemption granted by the department of Company Affairs, Government of India, the parent company is publishing the consolidated and standalone financial statements of Accel Frontline Limited and its subsidiaries. The financial statements and auditors’ report of the individual subsidiaries are available for inspection by the shareholders at the registered office. The information in aggregate on capital, reserves, total assets, total liabilities, details of investments, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend for each subsidiary are given elsewhere in the report. Dividend At the meeting held on March 10, 2010, the Board of Directors had approved an interim dividend of 15% (Rs 1.50 per equity share of Rs 10/-) for the year ended March 31, 2010. This Interim dividend was paid to all the shareholders whose names appeared in the register of members as on the Record date i.e. March 22, 2010. The Board of Directors, keeping in mind the requirement of funds for future expansions, have not recommended any final dividend for the financial year ended March 31, 2010. Directors Mr. Sudhir Narang , Mr. Steve Ting Tuan Toon and Mr. Suresh K.Sharma , retires by rotation and are eligible for re-appointment. Mr. K.R.Chandrasekaran is being reappointed as a whole time director for a further period of one year. Quality management Your company’s quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated. We are a ISO 9001/2000 certified unit for IT infrastructure management services.

within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The audit committee of the Board has recommended their reappointment. The necessary resolution is being placed before the shareholders for approval. Internal control systems Your company has adequate internal control procedures commensurate with the size and nature of its operations. The internal control system were further strengthened by internal audit carried by an independent firm of chartered accountants and a periodical review by the management. The audit committee of the board addresses issues raised by internal auditors, statutory auditors and management auditors. Acknowledgement Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State Governments, financial institutions, banks, Government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the board Chennai, July 22 , 2010. N.R. Panicker Chairman & Managing Director

Annexure I to the Director’s Report

Conservation of energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange earnings and outgo
The company’s operations involve very low energy consumption and therefore the scope of energy conservation is limited. The company has taken steps to conserve electricity consumption in offices. The company is in high technology business and is constantly upgrading technology to meet the current challenges at all levels. Almost all employees in the company use personal computers, in a networked environment .The company uses internet based technology for its communication needs. The details regarding foreign exchange earnings and outgo are being mentioned in the notes to the accounts. Annexure II to the Director’s Report

Auditors K S Aiyar & Co Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The company has received confirmation from them that their appointment will be

Management discussion and analysis
The IT services industry scenario Indian IT industry witnessed a major slowdown in its growth for the first time in several years. The domestic industry has followed the global scenario of cutting down on IT spending with a cautious

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Accel Frontline Limited, 75, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

Competitive strength The IT industry is highly dynamic and fast changing.74 mn for the year ended March 31st. processes and technology endeavours to achieve IT solutions at lower total cost of ownership for our customers. Chennai . Aminjikarai. Delivery model The delivery model integrating people.2. Our offshore development center for software application services. IT infrastructure management and software services. . IBM and Microsoft to deliver solutions and services. The Accel Quality Framework (AQF) initiative has set guidelines and procedures to ensure quality standards across the organisation. finance. customer service. Human resource management As on 31st March 2010.64 mn as against Rs. US and Japan subsidiaries performed much in line with the expectations. We constantly innovate to offer better customized solutions to our customers which enhances the quality offered to the customer. the company had employee strength of 1. There is an on-going cost 11 Accel Frontline Limited. using appropriate software application packages. including ERP consulting and implementation. 2010 as compared to Rs.Annual Report 2009-10 approach.46 mn as compared to AED 11. The Singapore. Regular knowledge and skill upgradation training programs are conducted by internal as well as external knowledge management experts Infrastructure Our registered and corporate office is located at Chennai. HRD.600 029. The company is in the process of setting up a remote infrastructure management division to address global customers in IT infrastructure management. finance and insurance sectors continued to invest in new technologies and solutions. However. It is estimated that the industry will have slower growth in the coming few years and stabilize around 10% annual growth going forward. datacenter for hosting solutions. We have an established employee recruitment and retention policy. The audit committee and the Board periodically review performance parameters related to financial performance of the company to ensure smooth implementation of the internal control systems and efficient management of the various resources. The audit committee conducts periodic reviews with the management. internal auditor and the external auditor. An employee portal has been set up for knowledge management and sharing within the company.49. Usage of information technology The company has automated various department functions in the company such as accounts. We have 8 regional offices and over 100 direct service locations across India in a hub-and-spoke model to help deliver our services on a pan India basis.The EBIDTA for the year before an exceptional item of Rs. 2009. 95.82mn for the year ended March 31st 2010 as against Rs. 2008). The customer is demanding and has to be constantly upgraded to the latest available technology at lower cost. which includes Systems Integrations.662. IT Infrastructure Management Services and Enterprise Software Solutions. which involves identifying right talents through campus recruitment as well as lateral recruitment and providing them with appropriate training and induction.49 mn for the year ended March 31st. banking software implementation and e governance projects. . government and certain industry segments such as Banking.946. IBM and Microsoft to deliver solutions and services that are leading edge and industry oriented.715. which serves as the central hub of our service delivery network. 74. The drop in the EBIDTA was mainly due to reduction in the value of few service contracts and the hiving off of the non core Warranty Management Services business for a cash consideration.. is our competitive edge. The Year in brief On a consolidated basis.85 mn for the previous year ended March 31st 2009. The company has implemented Oracle financials and is in the process of integrating with other application suites. All the major offices and software development centres are well equipped with all necessary infrastructure facilities. during the current year continues to be organized into three strategic business units namely IT Infrastructure Solutions. 2009 (including the results of WMS division for nine months period ended December 31. 2. We have a diversified business portfolio which complement each other and we are in a unique position to offer IT outsourcing solutions in a cost effective manner. logistics etc. The ISO 9001-2000 certification for Infrastructure Management Services were the result of consistent conformance to the AQF initiative. The multicultural workforce is drawn from different disciplines and domain backgrounds. Business model The company’s business model revolves around IT Services . Marketing The business. are located at Chennai. 301. There is a single centralized marketing and sales organization to manage the marketing and sales operations which co-ordinates sales and marketing efforts of the regional offices who are direct to the customers. Quality The company has benefited immensely from its policy of making Quality an integral part of its processes.47 mn during the corresponding period last year.000 square feet of office space across various locations in India. The subsidiary company in Dubai incurred a loss during the year mainly due to the severe economic downturn prevailing in the Middle East region.75 mn was Rs. the net turnover was Rs.During the year.60 mn for the previous year ended March 31. Finance accounts and operational controls The financial objective of the company is to bring in efficiencies of operations at all levels so as to maximize return on capital employed and to generate sufficient cash profits to fund on-going expansions and to meet the growth objectives. 224. The subsidiary company achieved a turnover of AED 8. The company reported a profit before tax of Rs. Nelson Manickam Road. The company continues to enjoy strategic partnerships required for its business with global IT companies like Oracle. the call center for technical help desk. several of them serving the company since its inception. Oracle completed the acquisition of Sun Microsystems and the company continued to enjoy good relationship with Oracle in the new arrangement as a Platinum partner. We have a stable management team. The company occupies approximately 180. Our vast experience and expertise in handling large and complex system integration projects for multiple customers. We have the requisite strategic partnerships with international technology providers such as Oracle. remote infrastructure management facility. 75.

The company has got sufficient cash flows and profit generation to service these borrowings.569. On a standalone basis. our Top 10 customers contributed 39 % of the revenue and Top 20 customers contributed 52 % of the revenue.46 million. As on March 31 2010.54 million for the corresponding period last year. end of life and scrapping of assets. the company reduced the working capital limits with State Bank of India to Rs. the company has removed from the gross fixed assets and accumulated depreciation an amount of Rs. the vertical wise break up of revenues was as follows: Manufacturing BFSI Telecom & IT Others 9% 17 % 52 % 22 % A large portion of these receivables are from turnkey projects. Reserves and surplus During the year under review the company transferred Rs 5 million from the retained earnings to the general reserves. As on March 31 2010. and together with the balance at the beginning of the year. 2009. The company had also utilized Rs.21 million for the year ended March 31. BFSI.17 mn and Rs. . The company’s focus continues to be IT Infrastructure Management Services during the year under review. Hence the requirement of working capital increases year on year in line with the growth. The reserves and surplus as on March 31.44 million.450 million. which have a longer gestation to implement and the payment terms are generally on commissioning and acceptance and hence the longer duration of the receivable cycle. the company had a sanctioned working capital facility of Rs 1140 million from company’s bankers. The company increased its working capital limits with IDBI Bank from Rs. The total amount of performance bank guarantees issued by the bankers was Rs. The company is hopeful of increasing the product mix between system integration and services to achieve better margins. These capital expenditures were incurred mainly to add infrastructure against customer orders and reduce rental expenditure by shifting to cheaper offices in few locations. The company reported a profit before tax of Rs.05 million as at March 31.30 mn. out of which Rs 370 million is fund based and Rs. The economic slow down also added to the delays in collections. as the company wanted to focus only on customers with good track record to mitigate risk in an economic slowdown and drop in the value of certain running service contracts as the customers wanted to conserve their resources. The situation has started improving from the 4th quarter of the financial year and is expected to be better during the current financial year. Margins During the year under review.81 million.00 million net of provision for doubtful debts amounting to Rs. The EBITDA for the year ended March 31. Government and Education.208.36 millions.86 million including letters of credits utilized and accepted for payment.600 029. due to the nature of industry it operates in profile of the large clientele with multi location presence and complex technologies and processes involved in execution and delivery.988. Manufacturing. Telecom. 111.36 mn of Bank Guarantee limits for issuing performance guarantees. Fixed assets During the year. 2010 before write off and provisioning for bad and doubtful debts was Rs.. The company had a sundry debtors amounting to Rs. During the year. out of which the securities premium was Rs.200 million of previous year to Rs. Sales from geographies During the year under review 93 % of the revenue was from domestic operations and 7% of the revenue was from subsidiary operations in Singapore.690 million of previous year. Receivables management The company’s continues to have challenges with receivable management. 12 Accel Frontline Limited. Working capital utilisation 2009-10 .Annual Report 2009-10 monitoring program to control various expenses and the Board reviews the variance analysis. As on March 31 2010 the company had utilised Rs. results in a longer collection cycle. USA and Japan. 2010. 2008).18. This growth is not strictly comparable as the financial results of the previous year 2008-09 includes performance of the Warranty Management Services division (WMS division) for the nine months period ended December 31.2. 493. showing a decrease of 7 % on the turnover.67 mn including a capital work in progress of Rs 1. Dubai.97 mn) of fund based limits and Letters of Credits accepted for payment . The company availed fresh working capital limits from ICICI Bank to the extent of Rs. software etc. 2009 (including the results of WMS division for nine months period ended December 31. Capital expenditure The capital expenditure incurred during the year was Rs.64 mn respectively towards assets put out of use on account of technology upgradation.736.26. The company is into turnkey projects involving integration. Customer concentration During the year.111.85 mn ( previous year Rs.14. The rest is distributed over approx 1000 customers diversified across geography and industry verticals. of various IT systems. 335.997. 75.438. the General reserves stood at Rs 82. as compared to Rs. Loan profile During the year.2. The funds utilised and outstanding were Rs 438. The debtors are considered good and realizable. The company focuses on major verticals. Aminjikarai. 770 million is non-fund based facilities. The drop was due to various factors mainly. 2009.09 million as at March 31. the company posted net revenues of Rs.272. 2008 which was hived off with effect from January1. Nelson Manickam Road.70.. Revenues Consolidated revenues have been mentioned at the beginning of this report. as compared to Rs.170 million and Barclays Bank to the extent of Rs. 2010 was at Rs 864. testing and acceptance.07 million as against Rs.3. the company reorganized its working capital limits with its bankers mainly to lower the cost of borrowing.200 million.63. We decreased the reserves and surplus by Rs.23 million and the balance in profit & loss account was Rs 291.06 million during the year due to currency fluctuation for adjustment in the values of investments and loans & advances with respect to subsidiaries. The company has been consciously improving its processes to select customers with good credit worthiness to mitigate risks and to improve collection cycle. 2010.320 milion from Rs.17.05 mn as against Rs. the gross margin was 34% as compared to 41% in the previous year.34 million for the year ended March 31.06 mn for the previous year ended March 31st 2009. The company has not revalued any of its assets and hence does not have any revaluation reserve. Chennai .

The company is constantly reviewing various business risks and taking appropriate measures to mitigate the same. if which in not unlikely. This includes an amount of Rs. estimated useful life of the assets is taken as 7 years and has accordingly amortized the value of the software assets capitalized. customers and investors. Projections estimates. The company incurred an expense of Rs. we have made a net gain of Rs. 64. Rs. Rs. The company has an advance tax and tax deducted at source net of provisions of Rs. During the year under review. The company had substantially covered the foreign exchange exposure and continues with the practice in the current year. Annexure III to the Director’s Report Report on corporate governance The Directors present the Company’s Report on Corporate Governance. 1956. laws and regulations. In respect of application software. We have mitigated this risks through a diversified business portfolio comprising of multi vendor IT services We believe that we have requisite management and HRD capabilities to recruit.28 mn towards the other financial charges like Bank charges. other statutes and other incidental factors. Risk management We operate in highly competitive and fast changing market environment. over and above the company’s portion of equity. most of them giving repeat business. We face challenges due to the fast changing technology and shortage of technically competent professionals and the high attritions that are faced in the industry. 19. this discussion and analysis should be perused. 1) Philosophy on corporate governance Accel Frontline Limited (AFL) is respected for its professional management and good business practices amongst its Clientele. as at the date of making investment is recognized in the financial statements as Goodwill on consolidation. Aminjikarai. During the year. Loans and advances The loans and advances were at Rs. Room for optimism The company having been in existence for 20 years has been successful in creating a loyal base of over 1000 customers.10 offered as security earnest money deposits for various contracts and tenders. The value of good will recognized on consolidation as at March 31.80 mn towards Income tax liability.91mn of unbilled revenues.157. The margins during the current year are expected to be better than last year. 42. the company has provided an amount of Rs 19.02 mn as at the end for the year under review.62 mn. Thus the company should and need not beheld responsible.600 029. Important factors that could make a difference to the companies operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas market in which the company operates. Forex We have availed buyer’s credit for our imports in foreign currencies from banks.99%. There is no tax liability for the Dubai and Japan subsidiary and we have unabsorbed losses in Singapore and USA subsidiaries. This included an amount of Rs. The profits attributable to Software Technology Parks of India (STPI) scheme are exempted from income tax for a period of 10 years from the financial year the unit starts producing computer software or March 31st 2011 which ever is earlier. which includes surcharge and cess. brings about a consistent sustainable growth for the Company and generates competitive returns for the investors. Cautionary statement Statements in the Management Discussion and Analysis describing the company’s objective. Bank Guarantee commissions. Investments There were no changes in the movement of investments during the current year. Integrity.157. Interest outflow During the year the working capital facilities were reorganized which brought down the interest cost.60. Actual results could differ materially from those expressed or implied. Chennai . and Rs. tax laws. The company will try to promote the services with the existing customers to start with and move to other large customers within and outside the country. Rs. Your Company is committed to the principles of good governance.54 mn lying as security deposits offered for various leased premises taken by the company.97 mn. earns respect from society.Annual Report 2009-10 Goodwill The excess of cost to the company of its investments in the subsidiaries acquired overseas. 31. as performance security.61 mn as Interest and Financial charges. 75. The movement in goodwill is on account of exchange fluctuation recognized during the year. Taxation We have provided for the tax liability considering the present corporate tax rate of 33. Nelson Manickam Road. 2010 was Rs. interest costs. The company has exited non remunerative SME customers. The company also utilized more of foreign currency buyers credit which were substantially hedged to bring down the interest outflow. 13 Accel Frontline Limited. Depreciation and amortization The company has been following straight-line basis of depreciation and has depreciated assets based on the rates mentioned in the Companies Act.53 million mainly due to appreciation of Rupee during the year.15. Subject to this management disclaimer. expectation may be forward-looking statements within the meaning of applicable securities.62 mn of advance income tax and tax deducted at source net of provision for income tax. 16. AFL believes that good governance generates goodwill among business partners. change in Government regulations. .373. emphasis on quality service and transparency in its dealing with all stakeholders are its core values. Letter of credit discounting charges etc. Our competition includes large system integrators and IT service providers. 26. train and deploy IT professionals on an ongoing basis in order to make available sufficient manpower. consciously over the last few years to focus on value added services to larger corporate clients The company has identified remote infrastructure management as a new growth area and has already put in place the necessary infrastructure to increase the business in this segment. the future turns out to be something quite different. The company is constantly trying to keep the overheads at a manageable level.33 mn towards interest for working capital facilities.94 mn of special additional duty refunds from customs and Rs. 29.

75. The objective judgment of the independent and non-executive directors on corporate affairs and their collective experience and contributions are valuable to the company.R.172 Independent Harrison Wang Hong She Lakshmi G Menon.R. i) Executive directors Managing Director Whole time Director Non-Executive directors Promoters b) N.Chandrasekaran Details of equity shares held by the directors No of shares Name of the Director ii) Steve Ting Tuan Toon N.D. four are independent which is equal to 50% of the size of the Board. Harrison Wang Hong She Sinnakaruppan R Suresh K Sharma **Sudhir Narang Executive Chairman & M. it directs long term sustainable growth that translates itself into progress. The Board’s role.600 029.09 N. The items placed at the Meetings of the Board include the following: ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ pared to the plans. of Directorship held in Indian Public Limited Companies (excluding Accel Frontline Limited) 06 00 03 00 00 00 01 00 Committee(s) position as on 31.03.500 Sudhir Narang K. Panicker Steve Ting Tuan Toon K. Whole time Director 28. The members are also free to bring up any matter for discussion at the Board Meetings with the permission of the Chairman. No.R Suresh K. The Members of the Board have always had complete freedom to express their opinion and decisions are taken on the basis of a consensus arrival at after detailed discussion.R. Aminjikarai. The Board currently comprises of two Executive Directors and Six non-executive Directors.R.900 Lakshmi G Menon Sinnakaruppan. Chandrasekaran Lakshmi G Menon *Dr. responsibility and accountability are clearly defined. of Board meetings Attended Out of 5 Meetings held as on 31. Chennai .R. .Annual Report 2009-10 2) Board of directors a) Composition of the board The Board of Directors consists of professionals drawn from diverse fields.Panicker. Nelson Manickam Road.03.10 05 04 05 05 05 04 04 05 Attendance at the last AGM held On 29.10 No.Chandrasekaran. In addition to its primary role of setting corporate goals and monitoring corporate performance. Independent Director 2. Chairman & Managing Director 287. functions. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ audited annual accounts of the company.Sharma c) Details in regard to attendance of Directors at Board Meetings/Shareholders Meetings.Panicker K. It also sets standards of corporate behavior and ensures ethical behaviour at all times and strict compliance with laws and regulations. Of the non-executive directors. both consolidated and on standalone for consideration and approval. prosperity and the fulfillment of stakeholders’ aspirations are accomplished. the Number of Directorship/(s) held in Indian Pubic Limited Companies and the position of Membership/Charimanship of Audit Committee / Remuneration Committee / Shareholder’s and Investor Grievance Committee. Non Executive Director Wholetime Director Non-executive Independent Director Non-executive Independent Director Non-executive Independent Director Non-executive Independent Director Non Executive Director Yes No Yes Yes No No No No 02 Nil Nil Nil Nil Nil Nil Nil 01 Nil Nil Nil Nil Nil Nil Nil * attended one meeting via conference call ** attended one meeting via conference call d) Board’s functioning & procedure The AFL Board plays a pivotal role in ensuring good governance. Its style of functioning is democratic.2010 (All companies excluding Accel Frontline Limited) Member Chairman Name of the Director Category as at 31. ฀ ฀ ฀ ฀ 14 Accel Frontline Limited.09.03.R.

The agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ company including substantial non-receipt of monies due to the company. reliability of financial statements/others management information. All the items on the Agenda are accompanied by notes giving information on the related subject. Nelson Manickam Road. adequacy of provisions for liabilities. if any. inventories. The Minutes of the meetings of the Board are individually given to all Directors and confirmed at the subsequent Board Meeting. brand equity or intellectual property.2010 Total strength of the Board 08 08 08 08 08 No. if any.01.2009 27. adequacy of disclosures.10.10.01. No. Harrison Wang Hong She Mr. and whether the audit tests are appropriate and scientifically carried out and that they were aligned with the realities of the business. Committees of the Board a) Audit committee The committee was originally constituted on 28th April 2004. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ including the requirements of listing agreement signed with the stock exchanges and steps taken by the company to rectify instances of non-compliances. 4. which are materially important. Lakshmi G Menon Mr.06) Yes Yes Yes Yes Suresh K Sharma (appointed as Member with effect from 11. . ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ which is not in normal course of business.600 029. Steve Ting Tuan Toon Category Non Executive Independent Non Executive Independent Non Executive Independent Non Executive / Promoter Capacity Chairman Member Member Member e) Details of board meetings held during the financial year and the number of directors present Dates on which the Board Meetings were held 29. 75. the Internal Auditor and the representatives of the Statutory Auditors are permanent invitees to the Audit Committee Meetings. No. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ including the appointment/ removal of the Chief Financial Officer (CFO) and the Company Secretary. notices and penalty notices. to matters pertaining to adequacy of internal controls.2009 28. It was reconstituted on 11th April 2006 with the terms of reference as specified in clause 49 of the listing agreement with the stock exchanges and also fully confirms to the requirements of section 292A of the Companies Act. Suresh K Sharma Dr. if any.07. Three directors of the company attended the last Annual General meeting held on 29th September 2009. ** two directors were present via conference call. 1.04. Dates of Meetings Lakshmi G Menon (appointed as Chairman with effect from 11. compliance with all relevant statues and other facets of the company’s operations that are of vital concern to the company. Attendance record of the Members Sr. sundry debtors and/or other liabilities or claims of substantial nature. f) Attendance of last annual general meeting.06) Yes Yes Yes Yes Steve Ting Tuan Toon (appointed as Member with effect from 11. The Minutes of the various committees of the Board are also individually given to the Board and thereafter tabled for discussion at the subsequent Board Meeting. if any.04. prosecution. 3. demand.2009 28.04.06) Yes Yes Yes Yes 01 02 03 04 29. The re-constituted committee comprises of the following persons: Name of the member Mrs. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ cause notices. future plans and other decision/changes of significant importance or of price sensitive nature. The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said meetings are as under: Sr.2009 28.2009 27.Harrison Wang Hong She (appointed as Member with effect from 11. The Company Secretary is the Secretary of the Committee. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ change exposures and the steps taken by the management to limit the risks of adverse exchange rate movement. 2.04. Chennai .07. 3.03.04. of Directors Present 08 08 08 08 05** The Chief Financial Officer. ฀ ฀ ฀ ฀ ฀ ฀ ฀ the press regarding company’s performance.Annual Report 2009-10 ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ Financial statements such as cash flow.2009 28. 5.04.2010 15 Accel Frontline Limited.06) Yes Yes Yes Yes Dr. ฀ ฀ ฀ ฀ ฀ ฀ will. Aminjikarai. if any. It addresses itself.2010 10. 1956.

R. Chennai . No. Salary Perquisites Commission Contribution to Provident Fund / Superannuation Fund Total Name of the Member Mr. K. R. 2004. To review the remuneration of Managing Director/ Whole time Director. 75.2009 28.linked bonus and perquisites . The terms of reference of the Remuneration Committee are given below. The Committee was reconstituted vide the Board Meeting held on April 11. Nelson Manickam Road. Name of the Member Mrs.096 242. 2010 is as under: N. 1. Attendance Record of the Members Steve Suresh K Sharma Ting Tuan R Sinnakaruppan Toon 29. Chandrasekaran. after reviewing their performance.409. Such other matters as may from time to time be required by any statutory.2009 28.231 4.600 - ฀ - Attendance Record of the Members Sl.10.865 K. (i) The details of salary and perquisites (including contributions to Provident Fund/Superannuation Fund) paid/ payable to the Managing Director / Whole time Director for the 12 months period ended March 31.2010 10. Sl. 2006.Chandrasekaran Mr. Aminjikarai. Managing Director 4. Steve Ting Tuan Toon Mr.179. Lakshmi G Menon Mr. perquisites and allowances. The re-constituted committee comprises of the following persons. that our company fullfils its ethical and legal responsibilities to its employees.01.631 16 Accel Frontline Limited. contractual or other regulatory requirements to be attended to by the Remuneration Committee.07.07.2010 Yes Yes Yes Yes Yes Yes 2. including annual increment and commissions. ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ trars Dates of Meetings 29.04. Panicker.2010 02 03 Remuneration policy: ฀ ฀ ฀ The Remuneration committee has the powers to determine and recommend to the Board the amount of remuneration. performance incentive. In terms of guidelines the company ensures that the remuneration payable to the executive director by way of salary including other allowances and monetary value of perquisites should be within the overall limit as stipulated under the Companies Act. payable to the Managing Director and whole-time directors.03. Chandrasekaran Yes Yes Yes Yes Yes c) Remuneration committee Name The Remuneration Committee was constituted by our Directors vide their Board Meeting held on April 28. including performance.01. Sinnakaruppan Mr. 1956 and approved by the shareholders. The remuneration structure of the Managing / Wholetime Director comprises of salary.04.R.2009 27. 01 02 03 04 05 Lakshmi G R Sinnakaruppan Menon Yes Yes Yes Yes Yes Yes Yes Yes Yes No K. The audit committee reviews the report of the Internal Auditors. taking into consideration the performance of senior executives on certain parameters.031 2. Suresh K Sharma Category Non Executive Non Executive Independent Non Executive Independent Capacity Chairman Member Member 504. Sinnakaruppan Category Non Executive Independent Whole time Director Non Executive Independent Capacity Chairman Member Member 3. Whole time Director 2. contributions to Provident Fund and Gratuity.651.684.600 029.R.R. .Annual Report 2009-10 Internal auditors The company has appointed a firm of Chartered Accountants M/s Grant Thornton India as Internal Auditors to review the Internal Controls systems of the company and to report thereon.2009 Yes Yes Yes Dates of Meetings 28. b) Share transfer / investors’ grievance committee The re-constituted committee comprises of the following persons: The committee’s goal is to ensure that the company attracts and retains qualified employees in accordance with its business plans. No. Review the remuneration policy followed by our Company. 01 The Share Transfer / Investors’ Grievances Committee deals with various matters relating to: ฀฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀฀ ฀฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀ ฀฀ other related matters. R.2009 28.

Suresh has an M. operational excellence. Suresh K Sharma.Member III. Aminjikarai. PLC. Management of Technology Courses with British Aerospace. 56 Years.40. Mr. 1956 and the shareholders approval in the ensuing AGM. subject to the overall limits prescribed under the Companies Act.000 1. U.Audit Committee .50. Sudhir Narang.40.000 1.000 Mr. Sudhir Narang was appointed Managing Director for BT’s India operations in December 2007. R&D. Pilani.20. He leads the combined BT South East Asia and BT Frontline Group business performance in Asia Pacific.90.000 1. Security. 75. Mr. over past . thought-leadership. He has received many awards including the title of Doctorate in Business Administration from the Wisconsin International University in USA in 2002 and the Ernst & Young Enterpreneur of the Year (Business Service & Technology) award in 2002. Suresh K. Six Sigma Quality and Defense industries.10000/.for each Director for each committee of the Board attended by them. Sudhir’s last position was as CEO of Tulip IT services.90. 46 years.R. India. and Healthcare in U. Co-author of the best-selling book “Global Outsourcing: Executing an Onshore. Japan and USA. holds an engineering degree from BITS. He graduated from National University of Singapore in 1982 and has held several management positions in Hewlett Packard Singapore and Mentor Graphics Corporation Pte Ltd. He started his first company Mentor Graphics Associates Pte Ltd in 1993 and subsequently Frontline Technologies Pte Ltd in 1994. He served in various committees and boards in tertiary institu- 17 Accel Frontline Limited. . Mr. Nearshore and Offshore Strategy” Suresh. including senior vice president. who are being re-appointed. hold Directorship/Committee Memberships are given below: I. China. business development. 25 years.A. Supply Chain.Sinnakaruppan Dr. Steve was appointed Executive Chairman of BT South East Asia on 1 October 2008 to drive the South East Asia’s business.000 1.Member .000/.. Sudhir worked with business verticals comprising enterprise. Materials. At Cisco where he spent close to a decade.Nil II. Steve Ting Tuan Toon.50. Retail..S. EU. all the Non Executive Directors are entitled for a commission calculated at the rate of 1% of the net profits. IT.A. Chennai . Steve Ting Tuan Toon The Company has five 100% subsidiaries operating from Singapore.S. IT. Aviation. Directorship in other Indian companies ฀ BT ( India) Private Limited ฀ BT Global Communications India Private Limited ฀ BT Telecom India Private Limited ฀ BT e-serve (India) Private Limited ฀ BT Telco Services India Private Limited ฀ Net2S India Private Limited Committee Position: Accel Frontline Limited . product support and customer service. Canada. Subsidiary companies Total 1. The total amount of remuneration paid during the financial year ended 31st March 2010 is as follows: Commission Sitting Fees 1.Integral Technologies Private Limited Committee Position : Accel Frontline Limited . Before joining Cisco.000 6. he is President and CEO of Hydro Phi Technologies Inc. 5. Sharma Name Mrs. BPO (Business Process). Engineering Services. (1983). Sudhir Narang Mr. public sector and service providers. based in New Delhi.for Non-Executive Director for each meeting of the Board and Rs. Suresh K. Mexico.Remuneration Committee . is a former GE executive.Harrison Wang Hong She Mr. Currently. inventions and entrepreneurial successes. (1994). Information pursuant to clause 49IV(G) of the listing agreement: A brief resume and name of the Companies in which Directors.S.50. ITES.Nil equity shares of the Company Directorship in Other Indian Companies . Sudhir has over 20 years’ experience in the Indian IT sector. The Statutory Audit Report of the Subsidiary Companies for every financial year are placed before and reviewed by the Audit Committee. with a strong grounding in all aspects of sales. He has also held various leadership positions. which are not listed in India or abroad as of date. Pilani and has also pursued a post-graduate diploma in international trade. the networking line of business for HCL.K. and BE (Honours) in Mechanical from BITS.000 Mr.30.50. Suresh K Sharma Total 4. from University of Florida. which were paid at the rate of Rs. Mr. 53 years is the founder and Chairman of the Frontline Group of Companies. is an internationally acknowledged business leader known for his progmatic vision. Gainesville FL U. With his exceptional ability to sense and step change the business DNA.Asian Electronics Limited . Dubai. Sudhir held the position of general manager at HCL Comnect. has played leading roles in setting up and running major facilities in manufacturing. Nelson Manickam Road.30. India and SAARC. Sudhir Narang does not hold any shares in the company. Global Sourcing.600 029.000 6. Eastern Europe and Asia. e-Business. India (1975) Mr. a data telecom service provider and IT solutions company. Sharma hold .000 1.000 1. Lakshmi G Menon Mr. Suresh has contributed extensively in the Energy.Annual Report 2009-10 (ii) Remuneration to the non-executive directors: Apart from the sitting fees. at Cisco Systems India Pvt Ltd.

1956.2008 14th AGM . the transferor and the transferee have to provide documentary evidence of their PAN to effect the Share Transfers. monitoring of trades and implementation of the Code of Conduct for trading in Company’s securities under the overall supervision of the Board. Company Secretary as the Compliance Officer from 2nd January 2008. Once the Stock Exchange has been intimated.2007 13th AGM. monitoring adherence to the rules for the preservation of price sensitive information. The Company had adopted a Code of Conduct for all the Directors on the Board as well as Senior level employees at all locations of the Company. who have affirmed the adherence of the same. The Company is fully compliant with the revised SEBI guidelines. b) Disclosures of accounting treatment In the preparation of the financial statements.Annual Report 2009-10 tions and various companies in Asia Pacific and is also active in providing guidance in entrepreneurship via lectures and seminars. . In the same year.600 029. the company is required to have a Compliance Officer who is responsible for setting forth policies. 2010. T. 2005 (since extended upto to December 31. 2004. Sweena Nair. which may have potential conflicts with the interest of the company. e) Non –mandatory requirements Revised SEBI Guidelines on Corporate Governance 12th AGM. Kasturi Srinivasan Hall The Music Academy. During the period under review an exercise on Business Risk Management (BRM) was carried out covering the entire gamut of business operations and the Board was informed about the same. d) Details of non. The Board has appointed Ms. Road. The code of Conduct has been displayed on the company’s website and the Directors and Senior Management Personnel have confirmed their adherence to the same. penalties etc No strictures/penalties have been imposed on the Company by the Stock Exchanges or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets after the listing of shares on 30th October.compliance by the company. the company has followed the Accounting Standards refered to under section 211(3)( c ) of the Companies Act. The compliance with the earlier guidelines here declared adequate upto March 31.Nil 7.K. 2006 to 31st March. The aforesaid financial results are taken on record by the Board of Directors and are communicated to the Stock Exchanges where the Company’s securities are listed.Nil Committee Position : Accel Frontline Limited Remuneration Committee . Steve was also awarded by the National University of Singapore (NUS) for the Centennial Entrepreneurship Award for Technology. these results are published in two leading daily newspapers. The said code has been communicated to the Directors and members of the senior management. SEBI had notified on October 29. There have been no materially significant related party transactions. The significant accounting policies that are consistently applied have been set out in the notes to the accounts. Means of communication The unaudited quarterly / half yearly results are announced within forty five days of the end of the quarter as stipulated under the Listing Agreement with the Stock Exchanges. Aminjikarai. procedures.2009 b) There was no Extraordinary General Meetings during the year under review.T. As per the latest directive from Securities and Exchange Board of India(SEBI). Year Location Kasturi Srinivasan Hall The Music Academy. 10. Chennai . a revised / updated set of guidelines relating to Corporate Governance which have been incorporated in the Company’s Listing Agreement with the Stock Exchanges. Mr. c) Risk management Business risk evaluation and management is on ongoing process within the Organization. 168 TTK Road Chennai 600014. Chennai 600018 Date & Time 6th September 2007 11 AM 24th September 2008 11 AM 29th September 2009 11 AM 9 Disclosures a) Disclosure on materially significant related party transaction that may have potential conflict with the interests of the company at large.Chairman Audit Committee . Code of conduct The Board of Directors has adopted the Code of Conduct for Directors and senior management personnel. General body meetings a) Details of location & time of holding the last three Annual General Meetings. Insider trading As per the amended SEBI (Prevention of Insider Trading) Regulations 1992.Member 6. 168 TTK Road Chennai 600014 Narada Gana Sabha Trust Mini Hall 314. The particulars of transactions between the Company and its related parties as per the Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI) are set out to the notes to the accounts of the Annual Report. pre-clearance of trade. Nelson Manickam Road. 8. 2006. He was appointed a Counsel Member in The Enterprise Challenge (TEC) by the Public Service 21 office of the Singapore Government. Steve Ting Tuan Toon holds Nil equity shares of the Company Directorship in other Indian companies . 18 Accel Frontline Limited. 75. 2005). The revised guidelines came into effect from January 1. c) Special resolutions passed at the last three Annual General Meetings .

600 029.2010 (Both days inclusive) 31st March 2010 (Interim) Listing on Stock Exchanges and Stock Code / Symbol Stock Code / Symbol Category Promoters Non-Promoters Total Name of Stock Exchange The National Stock Exchange of India Ltd. T.T. No. General information for shareholders a) Annual General Meeting Date Time Venue September 22.09. 314.29 100. 2010.2010 to 22.e.09. Also as at 31st March. NIL investor complaints were pending. 2010 is as shown below. Chennai 600018. Aminjikarai. : April to March b) Financial Year Financial Calendar (Tentative) Results for quarter ending 30th June 2010 End July 2010 End October 2010 End January 2011 End July 2011 September 2011 3 3 0 Results for quarter ending 30th September 2010 Results for quarter ending 31st December 2010 Results for year ending 31st March 2011 1 4 1 4 0 0 16th Annual General Meeting (i. of Shares 16141378 6367622 22509000 % to total paid up capital 71. NIL Share Transfers and NIL Demat requests were pending. Bandra (East).00 am Narada Gana Sabha Trust Mini Hall. .in. 11. The Company has also paid the annual custody fee for the year 2010-2011 to both the Depositories namely National Securities Depository Limited (NSDL) and Central Depository Limited (CDSL). 19 Accel Frontline Limited.Annual Report 2009-10 The Company also informs by way of intimation to the Stock Exchanges all price sensitive matters or such other matters which in its opinion are material and of relevance to the share holders and subsequently issues a press release on the said matters. 2010 11. (ii) The Aggregate Promoters and Non-Promoters shareholding of the Company as at 31st March. Phiroze Jeejebhoy Towers. The Register of Members and Share Transfer Books of the Com pany shall remain closed from 15. Dalal Street. The quarterly/half yearly annual results as well as the press releases of the company are put on the company’s website: www. 75. Investor services (i) Investor complaints received and replied during the year 2009 . Nelson Manickam Road. next year) c) Date of Book Closure. Chennai . Exchange Plaza.2010 i) Investor Complaints received and replied during the year 2009 .K.71 28. Bandra Kurla Complex.00 d) e) Dividend payment Date.2010 Nature of queries Non-Receipt of warrant Dividend/ Interest/redemption warrant Others (Non Receipt of Share Certificates) Total Received Replied Pending 12. As at 31st March. Mumbai 400001 AFL 532774 ISIN Number – INE020G01017 The Annual Listing fees for the year 2010-2011 have been paid to the concerned stock exchanges. Road. Mumbai 400051 The Bombay Stock Exchange Ltd. 2010. accelfrontline.

55 NSE Low 46.573 338 178 61 31 30 44 40 7.65 54.30 Month April 2009 May 2009 June 2009 July 2009 August 2009 September 2009 October 2009 November 2009 December 2009 January 2010 February 2010 March 2010 g) Distribution of shareholding Distribution of Shareholding as on 30th June 2010 is as under.50 62.25 46.55 100.35 58.85 75.85 0.657 112.00 46.42 0.00 41.568 139.41 0.341 20.00 41.44 0.10 45.60 45. of shareholders who approached issuer for transfer of shares from suspense account during the year (II) No.37 90.00 49.05 46.20 45. of Equity Shares Upto 500 501 1001 2001 3001 4001 5001 1000 2000 3000 4000 5000 10000 10001 and above Total 20 Accel Frontline Limited.20 44.295 % 90.046 272.00 47.95 42.00 76.261 157.45 69. Aggregate No.35 48.50 53.00 No.Annual Report 2009-10 Details of shareholding in Demat suspense Account titled” Accel Frontline Limited’ opened for shares lying unclaimed in the Escrow Account.25 45.00 52.509.90 53.10 60.174 308. Nelson Manickam Road.50 57.00 No.48 100. of shareholders and the outstanding shares in the suspense account during the year (IV) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares (V) The company ensures that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares nil nil 6 shareholders holding in aggregate 894 shares f) Market Price BSE High 54.70 49.366.600 029.62 1.15 Low 46.86 1. of shareholders and the outstanding shares in the suspense account lying at the beginning of the year (I) 6 shareholders holding 894 shares No.21 0.40 53. 6.60 69.25 High 55.80 44.00 46.40 60.95 75. 75.90 62.00 46.60 0.70 60. 869. of Shareholders to whom shares were transferred from suspense account during the year (III) Aggregate No.703 283.15 44. Shareholders No.10 4.00 74.26 1. Aminjikarai.55 44.00 43.30 45.00 76.00 74.250 22.63 2. Chennai .00 49.000 Shares % 3.50 44.70 0.50 0. .

28 19.44 1.295 22.390 287.000 32.53 (B) -1 (a) (b) (c) (d) (e) (f ) (g) (h) 1 229.375.Clearing Member 2.538.378 71.025 100.00 -2 (a) (b) (c) 99.02 1 263 6.36 7.02 1. ii.44 0. 1 lakh.500 4.390 1.970 92.488 - - - - 1 11.971 1.600 029.Trusts Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) 1 1 287.519 10.647 22. .215.466 1.000 1.05 0.682.971 229.970 71.000 9.509.538. Aminjikarai.27 28.625.141.538.83 21 Accel Frontline Limited.29 100.662 99.00 0.00 27.662 229.025 1.41 0.137.357.28 19.466 1. NRIs (Repat) 3.375. Chennai .02 16. 1 lakh.509.44 1.71 71.622 7.500 4.478.478.000 6.971 3.849 22 105 45 6 1 229.488 16.478.02 16.98 1 11.15 2 4.538.000 35.378 11.72 20.484 495.41 0.985.971 3.83 (C) 7.00 0.682.890 4.27 28. 75.35 0.651 7.059 529.36 7.06.00 27.00 100. Nelson Manickam Road.291 6.722.29 100.65 2.475 100 7.676 6.890 20.2010 Total shareholding as a percentage of total number of shares As a perAs a percentage of centage of (A+B+C) (A+B) Shares pledged or otherwise encumbered As a No of percentshares age Name of the Company: Scrip Code: BSE 532774 NSE : AFL Category Code Category of shareholder Number of shareholders Number of Total shares held in number of dematerialshares ized form (A) -1 (a) (b) (c) (d) (e) -2 (a) (b) (c) (d) Shareholding of Promoter and Promoter Group Indian Individuals/ Hindu Undivided Family Central Government/ State Government(s) Bodies Corporate Financial Institutions/ Banks Any Other (specify) Sub-Total (A)(1) Foreign Individuals (Non-Resident Individuals/ Foreign Individuals) Bodies Corporate Institutions Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public shareholding Institutions Mutual Funds/ UTI Financial Institutions/ Banks Central Government/ State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other (specify) 1 Foreign Company Sub-Total (B)(1) Non-institutions Bodies Corporate Individuals i.05 0.357. Individual shareholders holding nominal share capital up to Rs.367.00 1.295 22.475 100 5.000 22.488 11.538.141.488 3 16.662.65 2.292 6.00 1.NRIs (Non Repat) 4. Individual shareholders holding nominal share capital in excess of Rs.000 6.Annual Report 2009-10 h) Shareholding pattern under clause 35 ACCEL FRONTLINE LIMITED Quarter ended: 30.44 0.71 1.662.35 0.919 10.72 1.478. Any Other (specify) 1.

In our opinion and to the best of our information and according to the explanation given to us. such compliance is neither an assurance as to the future viability of the company nor as to the efficiency or effectiveness with which the management has conducted the affairs of the company. 2. For Accel Frontline Limited N.co. Notices. No: 100186W Chartered Accountants S. Aiyar & Co Firm Regn.nair@accelfrontline. ECS facility for dividend. Personnel have affirmed compliance with Accel Frontline Limited’s Code of Conduct for the year ended 31st March 2010. Pannalal Silk Mills Compound LBS Marg. the Directors confirm that: 1.32% equity shares of the company are held in Dematerialized form. ii) Nomination facility for shareholding As per the provisions of the amended Companies Act. NSDL & CDSL. .in Company The Company Secretary Accel Frontline Limited 75. Nelson Manickam Road. 1956. 13. etc. 2010 Annexure V to the director’s report Share holders who hold shares in Dematerialized form should correspond with the Depository Participant with whom they have opened Demat Account/s.e.600 029.Annual Report 2009-10 i) Dematerialization of shares and liquidity as on 30th June 2010 The Shares of the company are compulsorily traded in Dematerialized form and are available for trading on both the depositories in India i.in Auditor’s certificate on corporate governance The Members of Accel Frontline Limited. etc. 29724) Place: Chennai Date: July 22. Nelson Manickam Road Aminjikarai. 75. the applicable accounting standards have been followed. Chennai . It is neither an audit nor an expression of opinion on the financial statements of the company. adopted by the company for ensuring the compliance conditions of the corporate Governance. No. Bhandup (West) Mumbai 400078 Telephone: 022 25963838 Email: mumbai@linkintime. Nelson Manickam Road Aminjikarai Chennai-600029 We have examined the compliance of conditions of Corporate Governance by Accel Frontline Limited for the year ended 31st March 2010 as stipulated in Clause 49 of the Listing Agreement of the said company with Stock Exchanges The Compliance of the conditions of Corporate Governance is the responsibility of the Company’s management.S. for their queries relating to shareholding. Our examination was limited to procedures and implementation thereof. we certify that the Company has complied with the conditions of the corporate Governance as stipulated in the above mentioned Listing Agreement We state that. change of address.Narayanan Partner (M. Appropriate Accounting Policies have been selected and applied consistently by the company and that the judgments 22 Accel Frontline Limited. 2010 Annexure IV to the director’s report J) Address for correspondence Shareholders desiring to communicate with the company on any matter relating to the shares of the company may either visit in person or write quoting their folio / demat account number at the following address: Registrars & Share Transfer Agents Link Intime (India) Pvt. DECLARATION As provided under Clause 49 of the listing agreement with the stock exchanges. As on 30th June 2010. Aminjikarai. However for enquiries relating to non-receipt of dividend. k) Share transfer system and other related matters i) Share transfer The Share Transfer in physical form is presently processed and the share certificates are generally returned to the respective holders within 30 days from the date of receipt. 75. The company’s shares are regularly traded on the NSE and BSE in electronic form. In the preparation of annual accounts. For K.Panicker Chairman & Managing Director Place: Chennai Date: July 22. Annual Reports. Compliance certificate of the auditors The statutory auditors have certified that the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange and the same is annexed to the Directors’ report and Management Discussions & Analysis. Nomination forms can be obtained from the Registrars and Transfer Agents or from the Company. 99. the shareholders should communicate with the Registrar / Company.R. all Board members & Senior Management Directors’ responsibility statement Pursuant to Sub-Section 2AA of section 217 of the Companies Act 1956. Limited C-13. facility for making nomination is available for shareholders in respect of shares held by them. Chennai 600029 Telephone: 044-42252000 Email : sweena.

Chairman & Managing Director and K. Panicker. Aminjikarai. These statements together present a true and fair view of the state of affairs of the Company and are in compliance with the existing Accounting Standards.R.R. Chandrasekaran. 2010. 75. Instances of significant fraud of which we have become aware of and which involve management or other employees. 4. We. We indicate to the auditors and to the Audit Committee: Significant changes in internal control over financial reporting during the year. certify that: 1.Chandrasekaran Chief Financial Officer a) b) 2. who have significant role in the Company’s internal control system over financial reporting. We have also taken effective steps to rectify those deficiencies. Nelson Manickam Road. N.Annual Report 2009-10 and the estimates made thereat are prudent and reasonable so as to give a true and fair view of the state of affairs of the company as at March 31. The particulars required pursuant to sec 217 (2A) of the Companies Act. We have reviewed the financial statements and cash flow statement for the year and that to the best of our knowledge and belief: These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. a) b) c) N. Significant changes in accounting policies during the year. Proper and sufficient care has been taken in maintaining adequate accounting records of the company in accordance with the provisions of the Companies Act. if any. 3. illegal or violative of the Company’s code of conduct. We accept responsibility for the Company’s internal control system for financial reporting.600 029. 1956 read with Companies (Particulars of Employees) (Amendment rules 1988 and forming part of Directors’ report for the year ended March 31. 1975 as amended. applicable laws and regulations. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and The Annual Accounts of the company as aforesaid have been prepared on a going concern basis. There are.R. are not included as an annexure to the Director’s Report . However any shareholder interested in obtaining a copy of the said annexure may write to the company secretary for a copy. 2010 3. 1956 read with Companies (Particulars of Employees) Rules. We have periodically evaluated the effectiveness of the internal control systems of the company and have disclosed to the auditors and the audit committee deficiencies in the designs or operation of the Internal controls.R. Chennai . Chief Financial Officer of Accel Frontline Limited. .2010 Place: Chennai 23 Accel Frontline Limited. K. to the best of our knowledge and belief. no transactions entered into by the Company during the year which are fraudulent. Annexure VI to the director’s report Certification by managing director and chief financial officer to the board. if any. Annexure VII to the director’s report Statement of particulars of Employees under Section 217(2A) of the Companies Act. 4. Panicker Chairman & Managing Director Date: July 22. 2010 and of the profit of the company for the year ended March 31.

125.834) [INR(596. of shares held by Accel Frontline Ltd with its nominee in the subsidiary at the end of the Financial Year of the Subsidiary Companies.733 228. Balance sheet items closing rate * includes other income Accel Frontline Limited.765.47/613/2010-CL-III dated 23.780.692 60.03010 47.263.496] AED (1. details of investment.75676 45..758) - 24 b.636 16. Extent of interest of holding company at the end of the financial year of the subsidiary companies The net aggregate of the Subsidiary companies (profit/loss) so far as it concerned the members of the holding company A I Not dealt with in the Holding company’s account For the financial year ended 31st March 2010 For the previous financial year of the subsidiary company’s subsidiaries Dealt within holding company’s account For the financial year ended 31st March..838 INR 228. 2010 Pursuant to the exemptions granted by the Ministry of Corporate Affairs. 75. Singapore 9.485 (3.2010 the parent company is publishing the consolidated and standalone financial statements of Accel Frontline Limited and its subsidiaries. The financial statements and Auditor’s Report of the Individual subsidiaries are available for inspection by the shareholders at the registered office and that of the subsidiary companies concerned.733/SGD 24.312.330.238. Nelson Manickam Road. .757] USD 288.288 1. 1 2A The Financial Year of Subsidiary Companies ended on No.674 Network Programs KK.370 (10.240. Government of India vide letter No. total assets.06.950 2.206) 9.971.641/USD (12.03010 0.641 Network Programs (Japan) Inc.674 13. turnover.000 shares of SGD 1 per share..26330 33.556/INR 13. USA April 2009 to March 2010 1000 equity shares of USD 1 each .540.251.682.002.312.608. P&L items average rate 13.520.104] USD 355. The details of the accounts of the individual subsidiaries is also available on the company’s website.971.099.149) INR( 96. 2010 For the previous financial year of the subsidiary companies they become the holding company’s subsidiaries. USA 6.300 32.220) AED 1.748) 22. Japan 12.758) (96.641 16.032) 260. profit after taxation and proposed dividend for each subsidiary are as follows.839.377/INR 16.750 (19. USA 2.681.600 029. 1956 relating to Company’s interest in subsidiary companies Name of Subsidiary Company ACL Systems & Technologies Pte Ltd.854.532) ACL Systems & Technology Pte Ltd. USA April 2009 to March 2010 1500 equity shares without par value 100% Network Programs USA Inc.19790 47.469 [INR 788.780.408.758) JPY(1.294 [INR 14.480.288 10. Accel Frontline FZE.230.386)] JPY (188.733 Network Programs USA Inc. (All amount in INR) Particulars Share Capital (including share application money) Reserves & Surplus / Profit & Loss Account(Debit Balance) Total Assets (Fixed Assets + Capital WIP + Current Assets) Total Liabilities (Debts + Current Liabilities + Deferred Tax Liability) Investment Turnover * Profit / (Loss) before taxation Provision for taxation Profit / (Loss) after taxation Proposed dividend Exchange rate a. Japan April 2009 to March 2010 212 shares of 50000 JY each. Singapore April 2009 to March 2010 300.203.Annual Report 2009-10 Annexure VIII to the Director’s Report Statement pursuant to Section 212 of the Companies Act. Dubai April 2009 to March 2010 1 share of 1 million AED Network Programs Japan Inc. Aminjikarai.449 33.135 [INR 11. 2B 100% 100% 100% 3 SGD 6.356 27.482.51426 0.754.780.345) [INR(705.524 228.505 (13.484. Dubai 12.402.027)] II B I II NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL Statement pursuant to exemption received under section 212 (8) of the Companies act 1956 relating to subsidiary companies for the year ended March 31. 100% Network Programs KK.515 5.954 15.674/USD 241. The information in aggregate on capital.091 81. reserves.839 13. Chennai .767 106.158 37.659.083 40..48590 Accel Frontline Fze.971. total liabilities.00626 12.863) INR (19.009 6.45025 32.697.511.532) (19.510 (96. profit before taxation.205.75676 45.

Accounting for investment in Associates in Consolidated financial Statements. Aminjikarai. 3. 75. and the consolidated cash flow statement for the year on that date. We believe that our audit provides reasonable basis for our opinion. Nelson Manickam Road. Chennai . Based on our audit and on the consideration of the reports of the other auditors on separate Financial Statements and on the other financial information of the components. 37. Total Revenue of Rs. We conducted our audit in accordance with generally accepted auditing standards in India. the consolidated Profit & Loss Accounts for the year ended on that date annexed thereto. of the consolidated results of operations of Accel Frontline Ltd. and its subsidiaries for the year ended on that date and In the case of the consolidated cash flow statement. . 4. and our opinion is based solely on the reports of the other Auditors. iii. Firm Regn No: 100186W Chartered Accountants Place: Chennai . and its subsidiaries for the year ended on that date. 2.273.Annual Report 2009-10 Auditors’ report To The Board of Directors of Accel Frontline Ltd.600 029. which we have signed under reference to this report. Chennai On the consolidated financial statements of Accel Frontline Ltd. as well as evaluating the overall financial statements presentation. i.. ii. 2010. These Financial Statements and other financial information have been audited by other Auditors whose reports have been furnished to us.209. whose financial statements reflect total assets (Net) of Rs. An audit includes.680. 53. of the consolidated cash flows of Accel Frontline Ltd. and to the best of our information and according to the explanations given to us.259 and net cash flows from operating activity amounting to Rs. We report that the consolidated financial statements have been prepared by the Accel Frontline Ltd’s management in accordance with the requirements of Accounting Standard (AS) 21.757.S. and its subsidiaries as at March 31. that the attached Consolidated Financial statements give a true and fair view in conformity with the accounting principles generally accepted in India. 948.. consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have examined the attached consolidated balance sheet of Accel Frontline Ltd. 5. In case of the consolidated profit and loss account. An audit also includes assessing the accounting principles used and significant estimates made by the management. we are of the opinion. K. examining on test basis evidence supporting the amount and disclosure in financial statements. 2010 (S. We did not audit the financial statement of subsidiaries. Accounting Standard 23.AIYAR & CO. Narayanan) Partner (M No: 29724) 25 Accel Frontline Limited. and Its subsidiaries 1.16 Date : July 22. of the consolidated state of affairs of Accel Frontline Ltd. In the case of the consolidated balance sheet. and its subsidiaries as at 31st March 2010. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatements.636 as of 31st March 2010. These financial statements are the responsibility of the company’s management.

058.212.000.AIYAR & CO Firm Regn.067.970.460.575.514 1. Nelson Manickam Road.222 260.317 52.000 6 3.S.731.499.053 64.000 842.890.538 63.000.433 441.621.Annual Report 2009-10 Consolidated balance sheet (All amounts are in Indian Rupees.409.892.302 3.000 7 8 9 10 199.895.056 194.610 14.608.388 645.090. 2010 Accel Frontline Limited.187.361 1.526.357.927.118.121 15.559.573 1.433 1.047 48.533.053 229.029.600 029.974.000 3 4 5 428.472 1.001.090.089.460. 75.000 864.351 612.187.R. Chennai .832 146.Chandrasekaran Director & CFO Sweena Nair Company Secretary 26 Date : July 22.892.511 1.018. 2010 As at March 31.325 597.439 1.537. Aminjikarai.410.644 14.710 340.792 373.948 186.443. No: 100186W Chartered Accountants N. unless otherwise stated) As at March 31.748.268.500.545.773 407.710 1.168.987 988.795 659.459 357.538 11 12 Net current assets Notes to the financial statements 19 The schedules 1 to 12 and 19 form an integral part of the financial statements This is the balance sheet referred to in our report of even date For and on behalf of the Board of Directors K.949 1.300.490 1. loans and advances: Inventories Sundry debtors Cash and bank balances Loans and advances Less : Current liabilities and provisions Current liabilities Provisions 1 2 225.285.614 225.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director (S NARAYANAN) Partner Place : Chennai K. .485.853 1.111.921 318.578.R.090.644.623 997.357.000.863.458 241.117.578.654. 2009 Schedule SOURCES OF FUNDS Shareholders’ funds: Share capital Reserves and surplus Loan funds: Secured loans Deferred tax liability APPLICATION OF FUNDS Goodwill on consolidation Fixed assets: Gross block Less : Accumulated depreciation Net block Capital work-in-progress Investments Current assets.

669 241. Year ended March 31.217.849 335.99 13 14 15 16 17 18 1.893 22.559 18.910.612.964.697.107 5.951 61.600 029.Balance carried forward from previous year Profit available for appropriation Appropriations: Interim cum final dividend Tax on dividend Transfer to general reserve Balance carried forward to balance sheet Net profit available to equity shareholders Weighted average number of shares Basic and diluted earnings per share( equity shares.763.964.000 2.784.851.865 4.034 2.946.Foreign operations .313 16.121 312.682 63.265 465.959 276.000 3.275 (4.948 3.Wealth tax .000 291.R.076 38.62 N.Income tax .045 68.637.000 276. 2010 Accel Frontline Limited.217 Year ended March 31.821.456 59.352.754 42. No: 100186W Chartered Accountants (S NARAYANAN) Partner Membership No.535 2.560. Aminjikarai.722.562) 862.126. par value Rs.328.977 1.500 5. 10 each) Notes to the financial statements 19 The schedules 13 to 19 form an integral part of the financial statements This is the profit & Loss account referred to in our report of even date For and on behalf of the Board of Directors K.740. Chennai .715.612.136.729.267.462.492 57.846 36.000.29724 Place : Chennai Date : July 22.926.640.546 1.029.891.934 552.000.131 2.696 22.739 4.234.872. Nelson Manickam Road.980 22.509.526 67.509.651.524.924.644.120 335.R.Fringe benefit tax Add : Provision for compensated absences reversed .436 290.696 584.000 2.711 2.Current .738.725.560.740.AIYAR & CO Firm Regn. unless otherwise stated) Schedule INCOME Income from operations Other income EXPENDITURE Cost of sales & services Employee cost & benefits Operating & administrative expenses Financial charges Depreciation Profit before tax Provision for taxes on income: .526 22.506.Annual Report 2009-10 Consolidated profit & loss account (All amounts are in Indian Rupees.405 10.Deferred tax liability/(asset) Fringe benefit tax Net profit Less : Taxes relating to earlier years .Chandrasekaran Director & CFO Sweena Nair Company Secretary 27 .961.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director K.S.768.491.758 1.894.509.878.938) 59. 75.964 312.894.747 1. 2009 2.825.494 61.456 33.080.473.467.404.664 95.251 433.658 74.853.881 (96.029. 2010 2.

509. beginning of the year Add : Transferred from profit & loss account Balance.000 82.448 (1. .587 5.000 225.587 493.090.111.073.807. net on account of Depreciation Lease accounting Others 53. unless otherwise stated) As at March 31.30.each fully paid is held by BT Frontline Pte Ltd.713 (5.149.000 2 Reserves and surplus General reserve Balance.000 77.04 for details of security 107.000 equity shares of Rs.000.804) 52.255.060.000.317 4 Deferred tax liability.430.530) 291.357. Singapore.each) Issued.000 225.864 335. 75.10/.462.121 842.807.10/.966.10/.22.036.573 64.433 67.807.509.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.233. subscribed and paid-up : 22.190.000 equity shares of Rs 10/. Aminjikarai.000.442 2.587 10.406.000. 2009 300.each fully paid) (out of the above 11.000 equity shares of Rs. Chennai . end of the year Securities premium Currency translation reserve Balance available in profit & loss account 77.133) (10.410.488 equity shares of Rs.605 441. the holding company) As at March 31.527 (5.090.001.807.443.000.525) 276.489 340.000 300.710 3 Secured loans * Term loan from non-banking financial institution Working capital facilities from banks Vehicle loan from bank 438.000 equity shares of Rs.000.527 (3.140) 48. Nelson Manickam Road.560.575.511 28 Accel Frontline Limited.575. 10/.478.851. 2010 1 Share capital Authorised 30.600 029.233.each (Previous year .964 4.each fully paid (Previous year .587 493.849 864.047 * Refer note 19.

461 11. For the year 2009 As at March 31.341.556.714.509 2.778.219.428.509 Plant and machinery 8.951 (1.582 1.130 18.790.703 1.846.688.6.771.074 12.825 8.456 168.222 57.335 2.software 219.331.276.869.176.610 Depreciation* Net block (All amounts are in Indian Rupees.600 029.153.333.953 8.363.836 53. 2010 As at March 31.802 999.394.735 14.220 24.907.876 12.849 241.665.170.559.961 20.377 13.999.961.038 31.435) 39.403.851 8.222 11.832 Previous year 507.808.397.543 330.458 146.621.456 25.748.038.389.297 Leasehold improvements 42.000 39.581 17.426.961 (1.584 95.603 Exchange Adjustment (1.501 5.768 39.6.819. 2009 2.918 10. * Vehicles include Rs.761 137.321 Total 408.272.818.456 14.Rs.106 1.842 57.154.022.700 392.946 460.241.711 17.907.434.077 1.613 7.270.950 1.132 Furniture and fixtures 25.569.806 Deletions As at March 31. Nelson Manickam Road.099.160 75. Chennai .186.479 61. unless otherwise stated) 5 Fixed assets Description of assets As at April 01.113.058.807 65.237 {previous year Rs.584 1.839 (1.499 1.078 2.304.635 15.286 (net book value . Annual Report 2009-10 29 .826.731.821.443 Accel Frontline Limited.285.381) 186.490 260.899.099.015 531.429 407.367.583 15.752.170.737.488.254. Aminjikarai.537. 2010 Deletions As at April 01.919.247 4.172)} acquired through hypothecation loans from banks / others.262 131.836 22.514.843.856.220.361.506.034 18.610 260.832 181.180 429.948 146.270 Computers .168 17.194 5.371 241.099.771) Grand Total 407.544 260.567 227.hardware 72.796.022 5.5.771.Rs.977 36.Schedules to the consolidated financial statements Gross block Additions 1.562.657.943 2.026 12.387.087 21.961.287.985.756.707 5.536 13.677.439 36.723 330.400 881.499.899.254.981.567 96.285.901 3.180 428.642.854.607.320. 2009 Goodwill 4.795 30.778 5.620) 25.991 Vehicles* 13.427.177 2.422 188.274.537. 75.557 4.741.335 Office equipment 21.160 36.715.247.642.383 550.4.961 881.748.872 153.591.953.999.394.293 8. 2010 As at March 31.383 148.397. previous year .207 118.918.947.246.748 Computer .

000 Total Investments 3.011.136) 988.000.000.11) 30 Accel Frontline Limited.056 *Includes amounts not falling due for payments as at March 31.10/.051.623 171.000 3.259.090.000.136 793.374 shares of Rs.000 3.000 3.Long term Trade Investments .389) in respect of lease receivables (also refer note 19.each fully paid in M/s. . 2009 3.459 746.052.192 (30.017.000.018.858 30.198 1.Stock in trade 161.970.830.107.051.175.320 (14.360 1.782.017.664 229.Telesis Global Solutions Limited (PY: 96.000. 2010 6 Investments .unquoted 96.000 7 Inventories Service spares Finished goods .317 35.861) 997.847 2. 2010 of Rs.000.099.600 029. Nil (Previous year .306.987 8 Sundry debtors (Unsecured) Debts outstanding for a period exceeding six months Considered good Considered doubtful Other debts * Considered good Less: Provision for doubtful debts 203.374) Total Long term Investment As at March 31.Trading .Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.334.608. unless otherwise stated) As at March 31.157. Nelson Manickam Road. 75. Chennai .828.226 14.459 199.984. Aminjikarai.Rs (2.694.097 44.000.000 3.099 14.861 241.

188 157.175.654.702. net of provision Balance with government authorities Deposits .890.297 74.412 843. considered good) Advances recoverable in cash or kind or for value to be received Advance payment of tax.612 357.361 494.009.453 466.870.209.711 86.939 15.540. Chennai .548.269 99.409.883 3.669 94.680 137.Unpaid dividend account 553.600 029. unless otherwise stated) As at March 31.514 11 Current liabilities Sundry creditors Interest accrued but not due Advances from customers Other liabilities 452.653 373.168. .342 645.159.207.057 4.734 318.895. 2010 9 Cash and bank balances Cash on hand and remittances in transit Balances with scheduled banks : .446. Aminjikarai.current accounts .112 31.037 33.565.620.357.695 345.675 161.200 50.442.959 270.795 14.733.896.256.288 194.656 3.351 31 Accel Frontline Limited.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.131 110.973.921 As at March 31.590 29.other deposits 131. Nelson Manickam Road. 2009 13.121.121 141.157.493 597.347 2.707.leased office premises .499.212.510 343.253. 75.863.565 50.deposit accounts .792 10 Loans and advances (Unsecured.018.644 12 Provisions Provision for compensated absence Provision for gratuity 358.599.342 14.

242) 2.317 19.826.115.229 11.040.971.993 63.361.768.156.(Less) : Service tax and sales tax on services 14 Other income .517 22.796 (55.599.753.436 522.628.266 238.845.846 Year ended March 31.924.093 907.131 15 221.994) 1.496.651.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.970 1.251 32 Accel Frontline Limited.243.243.430. Chennai . unless otherwise stated) Year ended March 31.535 3.707 (100. Nelson Manickam Road.Miscellaneous receipts .075 231.612.916.000 36.926. Aminjikarai.026.Finance and service income .197.705 (51.878.242 1.600 029. Previous year .Interest income (Gross) (Tax deducted at source .068.933 6.Income from sales .242) 1.256 (145.253.Liabilities written back . 2009 .851 17.leased assets .Profit on sale of fixed assets .906 465.708 4.532.234.103.505.444.679 9.711 1.673.Rs.879 3.160 1.Income from services includes service packs .222.780.170.910.360 1.265 268.Lease rentals .603.129.798.Less : Sales tax 1.682 1.513 19.671 2.427 2.220) (221.616. 75.524.740.826) 1.506.IT products Less : Inventory related to WMS business Less : Closing Stock 5.236 (28.633) 1.769 17.Dividend income Cost of sales & services Opening Stock Purchases .575 54. .934 16 Employee cost & benefits Salaries wages and allowances Contribution to employee benefit plans Staff welfare expenses 438. 1.Bad debts recovered .191) 2.408.902.722.044.160 ) .784.763.526.705 552.015 33.819.684.548.361. 2010 13 Income from operations .Gain on exchange fluctuation .677.725.189 10.Rs.078.656 (199.433.380.

75. Aminjikarai.422.603 52.891 1.230. Nelson Manickam Road.294.000 29.480.939 22.622 169.601 35.000 38.600 029.801 87.356.068 662.000 10.725.270 3.835 13.499.492 30.951 Year ended March 31.014.778.754 68.874.541.948.731.770.105 1.555.049 31.574.331.300 32.217.612.543 4.808.668.741 1.200.942 11.359.951 630.613. 2010 17 Operating & administrative expenses Rent Electricity Repairs and maintenance -.352 77.034.513.031.628 8.217 3.086 3.792.817 11.345.873 6.413.127.002 433.884 4.823 61.729.410 11.279 17.069 2. .328.935 14.607.494 33 Accel Frontline Limited.280.911 14.buildings -.059 369.271.950 8.190 62.614.630.798.126.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees. unless otherwise stated) Year ended March 31.979 26.449.225.044 4.100 23.481. Chennai .777 290.055.809 17.249 19. 2009 18 Financial charges On working capital On term loans Others 16.513 42.others Insurance Rates and taxes Printing and stationery Communication expenses Travelling and conveyance Security charges Consultancy and professional charges Fees for independent directors Bad debts and liquidated damages Loss on sale of fixed assets Loss on sale of investments Provision for doubtful debts Loss on exchange fluctuation Advertisement and sales promotion Sales discounts Clearing and forwarding expenses Other expenses 55.844 7.630 20.

2010 Incorporated under the laws of the State of Delaware. . Incorporated under the laws of the State of Delaware. 2002 and the same has been moved to Dubai Airport Free Zone Authority effective March 21.2000 Established as a wholly owned subsidiary enterprise as per the license by Jebel Ali Free Zone. disclosure of contingent assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Japan. 75.00 Notes to significant accounting policies to the consolidated financial statements Background Accel Frontline Limited (“Accel” or the Company) was incorporated in Chennai in 1995.01 100% Network Programs (USA). USA Network Programs KK. Dubai since October 4. The company has the following wholly owned subsidiaries Name ACL Systems & Technologies Pte. The movement in the value of Goodwill is on account of exchange fluctuation recognized during the current year. Software development cost incurred on products/ solutions ready for marketing are capitalised and amortised over a period of seven years based on managements’ evaluation of the products’ life cycle. on a straight-line basis. Dubai Holding 100% Country of incorporation/origin Incorporated under the laws of Singapore as a wholly owned subsidiary since 15.. Fixed assets individually costing Rs 5. The consolidated financial statements include the financial statements of Accel Frontline Limited and its foreign subsidiaries. Nelson Manickam Road. The carrying amounts are reviewed at each balance sheet date when required to assess whether they are recorded in excess of the recoverable amounts. Computer software. 34 Accel Frontline Limited. USA. Accel Frontline FZE. unless otherwise stated) 19. being application software is amortized over a period of 7 years or its realizable useful life. hardware software and website development and the sale and implementation of customized software products. at the higher of the rates as specified in Schedule XIV to the Act or the rates derived based on the economic useful life of the asset as determined by management. USA. 19.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.000 or less are fully depreciated on purchase during the relevant year. ii) 19. Incorporated under the law of Japan in Tokyo. providing system integration solutions comprising network design.04. The opening balance in Profit & Loss account and the opening balances in Reserves and surplus have been converted at the rates prevailing as at the respective balance sheet dates. Inc. USA Network Programs (Japan). Management believes the estimates are prudent and reasonable. and where carrying values exceed this estimated recoverable amount. The Company also provides IT Infrastructure management solutions. The excess of cost to the company of its investment in the subsidiaries over the company’s portion of equity. All figures are in Indian Rupees (INR) except where expressly stated. after sales services support relating to asset maintenance services for the Company’s own and third party products. The development cost consists of proportionate cost of employee compensation and other direct costs involved. Future results could differ from these estimates. Singapore. Incase of Foreign subsidiaries revenue items are consolidated at the average exchange rate prevailing during the year. Aminjikarai. assets are written down to their recoverable amount. Any exchange difference arising on consolidation is shown under Currency translation reserve on consolidation. Use of estimates The preparation of financial statements requires management to make certain estimates and assumptions that affects the reported amounts of assets and liabilities. The financial statements are prepared in accordance with the principals and procedures for the preparation and presentation of consolidated financial statements as laid down in Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) All material inter-company transactions and accounts are eliminated on consolidation. (b) Fixed assets. Goodwill arising out of Consolidation is not amortised. The Financial Statements of subsidiaries used in the consolidation are drawn upto the same reporting date as that of the Company. All assets and liabilities as at the year-end are converted at the rates prevailing as at the end of the year. whichever is lower.02 Statement of significant accounting policies (a) Basis of preparation of financial statements The consolidated financial statements of Accel Frontline Limited and its subsidiaries (collectively referred to as “Accel Frontline” or “the group”) have been prepared under the historical cost convention on an accrual and going concern basis. Ltd. is recognized in the financial statements as goodwill. The Company’s principal lines of business include.600 029. as at the date of making the investment. depreciation and amortization i) Fixed assets are stated at cost less accumulated depreciation and impairment losses if any. Inc. Consolidated financial statements are prepared using uniform accounting policies of the group. Capital work in progress: Software products/solutions developed and/or under developments are stated at cost and pending capitalization of the same are treated as capital work in progress. Cost includes all expenses attributable to bringing the asset to its working condition for its intended use. Chennai . Japan 100% 100% 100% (c) Depreciation Depreciation on fixed assets is provided for.

Deferred income taxes are recognized for the future tax consequences attributable to timing differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability in respect of contribution to the gratuity fund is provided for based on actuarial valuation carried out in accordance with revised Accounting Standard AS -15 as at the end of the year. Current assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing on the date of the balance sheet. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits. Compensated absences 35 Accel Frontline Limited. The company’s contribution towards the Provident Fund is charged to the Profit and Loss Account. All exchange differences arising on the conversion/settlement of foreign currency transactions are included in the profit and loss account except in the cases where they relate to the acquisition of fixed assets. revenue is recognized based on the milestones achieved as specified in the contracts.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees. The effect on deferred tax assets and liabilities of a change in tax rates is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Incomes from services are reported exclusive of service tax. in which case they are adjusted to the cost of the corresponding asset. 75. tion plan. Revenue from software development and implementation on the time-and-material basis is recognized based on software developed and billed to clients as per the terms of specific contracts. Assets sold on finance lease arrangements are recognized as a sale at the inception of the lease. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares. Dividend income from investments is recognized when the right to receive the dividend is established. As per revised Accounting Standard AS 15. without any encashment options. shall be made good by the Company. Adjustments are made for any diminution if any. Chennai . (g) Employee benefit plans The company makes contributions to the “Accel ICIM Employees Provident Fund Trust” which is a defined contribu. The liability for compensated absences is determined on the basis of actuarial valuation at the end of the financial year. 1972” which is a defined ben. (f) Revenue recognition Sales Sales are recognized when significant risks and rewards of ownership are passed to the buyer. the Company has provided for compensated absences that are expected to be availed. Inventories of components and spares primarily held and used for the purpose of asset maintenance services are amortized over a period of seven years. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The liability is actuarially determined at the end of each financial year and any shortfall in the fund size maintained by the trust set up by the company with Life Insurance Corporation of India is additionally provided for. (e) Inventories Inventories are stated at the lower of cost and net realizable value. In the case of fixed-price contracts. Provision for current income tax is made at current tax rates based on assessable income. as the case may be. Any gain or loss arising out of such valuation is recognized in the profit and loss account. which would have been issued on the conversion of all dilutive potential equity shares. . All sales are reported exclusive of excise duty and sales tax. and the related finance income is recognized on a time proportion basis over the period of the lease. (h) Earnings per share The earnings considered in ascertaining the Company’s basic and diluted earnings per share comprise of the net profit/ loss after tax. The interest rate payable to the members of the trust shall not be lower than the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous Provisions Act. (j) Foreign currency transactions Transactions denominated in foreign currencies are recorded at the exchange rate specified by customs authorities on a monthly basis. unless otherwise stated) (d) Investments Investments in subsidiaries are classified as long-term investments and are stated at cost. efit plan. Aminjikarai. if any. The Company also provides for retirement benefits in the form of gratuity as per the provisions of “ The Payment of Gratuity Act. Cost includes all expenses incurred in bringing the inventory to its present location and condition and is computed on the basis of weighted average cost. in value of the investments that is other than temporary. Service income Service income comprising Income from Infrastructure Management Services (IMS) contracts are recognized ratably over the period of the underlying maintenance agreement. on the percentage of completion basis.600 029.. which generally coincides with the dispatch of goods. (i) Taxation Provision for income tax is made for both current and deferred taxes. if any. The Company’s policy towards leave for their employees stipulates that the employees can only carry forward their earned leave to the extent allowed as per policy from time to time. Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. 1952 and the short fall. Nelson Manickam Road.

440. Singapore Accel Frontline FZE. margin money deposit. After impairment.182. the estimated future cash flows are discounted to their present value at the weighted average cost of capital.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees. Secured loans include Rs. 19.862 9.758. 19. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the balance sheet date. The premium or discount on all such contracts arising at the inception of the contract is amortised as income or expense over the life of the contract.528 2010 2009 Sales tax matters 8. 605.381 31.474 1.192 19.099 176. USA Network Programs Japan KK.425.650. obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation.216.185 Claims against the company not acknowledged as debt 16.08 Related party transactions Related parties where control exists: Name of the party BT Frontline Pte Limited.589.000 Letter of credit 89. The geographical segment is not relevant since export revenue are less than 10% of the total revenue.358.04 Secured loans Working capital facilities from banks are secured by a pari passu charge by way of hypothecation of current assets and the moveable properties of the company. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. (l) Provisions and contingent liabilities A provision is recognized when an enterprise has a present 19.582. Nelson Manickam Road.700 6.965 259.335.586 Service tax matter 584. Aminjikarai. depreciation is provided on the revised carrying amount of the assets over its remaining useful life.186 ESI matters 2.404 1.06 Contingent liabilities Managerial remuneration: Salary. Singapore Accel Limited ACL Systems & Technologies Pte Limited.758. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.433 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 5. USA Network Programs (Japan) Inc. The exchange difference is calculated and recorded in accordance with AS-11 (k) Impairment i.127 Bank guarantees outstanding 111. Hypothecation loans are secured by hypothecation of the respective assets acquired.917 (previous year – Rs 337.727 705. . 19.07 Segment reporting The company’s operations predominantly relate to IT related services and accordingly this is the only primary reportable segment..364. Japan Nature of relationship Controlling Company Controlling Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company 36 Accel Frontline Limited. ii.262 7. allowances and perquisites Contribution to provident fund & other funds Commission 746. in respect of which a reliable estimate can be made. Dubai Network Programs USA Inc. Chennai .801 Income tax matters 49.966.557.600 029. 75. unless otherwise stated) Forward contracts are entered into to hedge the foreign currency risk of the underlying outstanding at the balance sheet date. In assessing value in use. The recoverable amount is the greater of the assets net selling price and value in use. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors.465 2009 6.000.435.05 Payment to Directors 2010 6..03 Cash and bank balances Cash and bank balances in the balance sheet include cash in hand and cash at bank.030.180 19.801 2. Any profit or loss arising on the cancellation or renewal of forward contracts is recognized as income or as expense for the year.558.378/-) due within one year.106.512.

165 (58.920.410 (29. unless otherwise stated) Other related parties with whom transactions have taken place during the year: Name of the party Accel Systems Group.089 (2.000) 5.029.868) Loans and advances Maximum amount outstanding at any time during the year Note: Item under parenthesis represent previous year figures 4.Chandrasekaran Transactions with related parties Particulars Controlling company 19.296. K.737 (7.410. Nelson Manickam Road. N R Panicker Mr.340) Key Management personnel 1.110.712.R Chandrasekaran Relatives of Key Management Personnel Mrs.356 (6.599.683 (8.612 (11.863) 7.790.486) 23.530.545 (393. Chennai .878) Companies under common control 7.373) 6.059) 38. 2010(March 31.664.736 (2.000 (1. Aminjikarai.745.489.920. Shanthi Chandrasekaran Nature of relationship Companies under common control Companies under common control Companies under common control Companies under common control Managing Director Whole time Director Wife of Managing Director Wife of K.600 029.083.340 (1.415.500.718.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees.090.036) (674.098) 520.135 - 37 Accel Frontline Limited.R.528) 533. . Sreekumari Panicker Mrs.301 (240.116.853.780. 2009) Payables (2.238 (8.825.819) 8.245) 4.840) 938 (2. Inc.275) Receivables 14.846) Sales and other income Share of Expenses Purchases Rent Cost of shared services Managerial remuneration Dividend Particulars Controlling company Companies under common control Key Management personnel Balances outstanding as at the March 31.219. 75. USA Accel Transmatic Limited Accel Frontline Services Limited Accel IT Resources Limited Key Management Personnel Mr.795) 735.817 (15.

997 32.989 - The company has deposited an amount of Rs. 29.R. Nelson Manickam Road. and accessories on long . Reconciliation between the gross investment and the present value of minimal lease payments receivable is as follows: 2010 Gross investment in the lease Less: unearned finance and service income Present value of minimum lease payment Gross Investment in lease Not later than one year Later than one year and not later than five years Later than five years Present value of minimum lease payments receivable Not later than one year Later than one year and not later than five years Later than five years 19. For K.Chandrasekaran Director & CFO Sweena Nair Company Secretary 38 Accel Frontline Limited.989 Nil Nil Nil 2.R.827. Initial direct costs are recognised as an expense at the commencement of the lease period. Sundry debtors include the present value of minimum lease payments on finance leases accounted for in accordance with AS 19 ‘Accounting for leases’ issued by the ICAI.AIYAR & CO Firm registration no. 75.963.cancelable leases which are generally in the nature of finance leases as described in AS .879.827. The total of minimum future lease payments for various periods are as follows: 2010 2009 Not later than one year Later than one year and not later than five years Later than five years 22.Annual Report 2009-10 Schedules to the consolidated financial statements (All amounts are in Indian Rupees. The leased assets are insured by the lessor during the contract of the lease.600 029.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director K.999 79.156.114.034 20.085 51. 2010 N.579 45.:100186W Chartered Accountants For and on behalf of the board of directors S NARAYANAN Partner Membership No.200/. Chennai .19.11 Comparative financial information The previous year’s balances have been regrouped/reclassified wherever necessary to conform to the current year’s presentation. peripherals. 31.673 Nil Nil Nil 2009 2.term non .306 79.09 Leasing arrangements in the capacity of a Lessor Finance lease The Company’s business includes leasing of computers. unless otherwise stated) 19. 19. .10 Operating leases: The company has taken various office premises on operating lease and the lease payments are amortized on a straight-line basis over the lease term.037/-) as interest free security deposits towards the above leases and the same has been included in the loans and advances.S.256.775.(Previous year: Rs.540.449.29724 Place: Chennai Date: July 22.096 2. Aminjikarai.085 - - 2. The terms of the lease agreements do not provide for any unguaranteed residual value or contingent rents.775. “Accounting for leases “ issued by the ICAI.037.

266) 42.808.729.879) (238.686 57. Nelson Manickam Road.873.688. unless otherwise stated) March 31.197.803) (104.874.159.394.559 95.778 10.600 029.340.826.093) 61.526.256) (17.605.285 74.505.686) 58.089) (63.770. Chennai .473.000 (4.001.950 (907.151.427) (19.780.659) 157.229 46.328.647) 72.069.313 March 31.871 (34.817 (5.008) 38.597) 164.445.733.612. Aminjikarai.Annual Report 2009-10 Consolidated cash flow statements for the year ended (All amounts are in Indian Rupees.979 29. 2010 Cash flow from operating activities Net profit before taxation Adjustments for: Depreciation (Profit) / Loss on sale of fixed assets.758. net (Profit) / Loss on sale of investments.668.245 112.638.031.293.988 61.494 29.707) (10.342 (10.018 3.349 46.971 (13. .689 26.973 (16.637.908) 162.034 1.115.933) 35.961.042.821.920.741 341.572.156.121) 22.628 (36.354) 154.422.364 (58.292.601 22.482.768.488) (377.461 18.000 52.166.059 153.836.478 (93.569) (45.230.492 11. 75. net Interest and dividend income Unrealized foreign exchange Finance income on leased assets Lease rentals Financial Charges Provision for doubtful debts Provision no longer required written back Bad debts written off Operating profit before working capital changes (Increase)/Decrease in inventories (Increase)/Decrease in sundry debtors (Increase)/Decrease in loans and advances / other current assets Increase/(Decrease) in current liabilities Increase/(Decrease) in Provision Cash generated from operations Income taxes paid Net cash used in operating activities Cash flows from investing activities Purchase of fixed assets Proceeds from sale of fixed assets Lease rentals Investments Net cash from (used in) in investing activities Net cash inflow / (outflow) (26.360 52.507.661. 2009 39 Accel Frontline Limited.711 369.765) (288.395.990.

Note: a) b) The above cash flow statement has been prepared under the indirect method as set out in the Accounting Standard . .744.707.03). Adjustments for increase/decrease in current liabilities related to acquisition of fixed assets have been made to the extent identified.288) 168.R.235 194. 75.763.151.107) 24.654. (All amounts are in Indian Rupees. Aminjikarai.000) (3.994.000. 2009 *Includes Rs.197.825. 86.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director (S NARAYANAN) Partner Membership No. Chennai .500) (5. Nelson Manickam Road.921 357.933 (1.94. For and on behalf of the Board of Directors K.928.695) of restricted cash balance (also refer note 19.S.600 029. 2010 Cash flows from financing activities Proceeds/(repayments) from working capital facilities Interest received on loans Proceeds/(repayment) of term loan for equipment leases Financial charges Dividends paid Tax on dividend paid Net cash from financing activities Opening cash and cash equivalents* Closing cash and cash equivalents* Net increase in cash and cash equivalents 102.562.792 162. unless otherwise stated) March 31.896.091) (22.686 March 31.877.29724 Place : Chennai Date : July 22.509.759) (33.427 (1. 2010 K.791 194.738.478 5.871 (325.405) (84. No: 100186W Chartered Accountants N.Annual Report 2009-10 Consolidated cash flow statements for the year ended.157.895.R.AIYAR & CO Firm Regn. Purchase of fixed assets include payments for items in capital work in progress and advances for purchase of fixed assets.884.305) (61.895.758.748) (41.921 26.Chandrasekaran Director & CFO Sweena Nair Company Secretary 40 Accel Frontline Limited.420) 4.3 on cash flow statement issued by the Institute of Chartered Accountants of India.510 (Previous year Rs.293.

S. No material discrepancies were noticed on such verification. Chennai as at 31st March. proper books of account as required by law have been kept by the company so far as appears from our examination of those books (iii) The balance sheet. We conducted our audit in accordance with the auditing standards generally accepted in India. (i)(c) The fixed assets disposed off during the year were not substantial.766 (E) in terms of sub-section (4A) of section 227 of the Companies Act. we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the company. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Narayanan) Partner (M No. we report that none of the directors of the Company are disqualified as on 31st March. Aminjikarai. 2010 from being appointed as a director. on a test basis. (vi) In our opinion and to the best of our information and according to the explanations given to us. We believe that our audit provides a reasonable basis for our opinion. (iii) The company has not granted or taken any loans secured/ unsecured to/from companies. profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. Accel Frontline Limited. firms or other parties covered under the register maintained under sec. 2. 2004 issued by the Government of India vide GSR No. (i) (ii) In our opinion. (ii)(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. Firm Regn No: 100186W Chartered Accountants Place: Chennai Date: July 22. (i)(b) The company has a phased programme of physical verification of fixed assets which in our opinion is reasonable having regard to the size of the company and the nature of its business. of the profit for the year ended on that date. (iv) In our opinion. the company is maintaining proper records of inventory. Accel Frontline Limited. . However the procedures need to be further strengthened. An audit includes examining. the frequency of verification is reasonable. of the state of affairs of the company as at 31st March. as on 31st March 2010 and taken on record by the Board of Directors. 2010. (S. 1956. As required by the Companies (Auditors Report) Order.29724) Annexure to the auditors’ report Of M/s. Accel Frontline Limited. which to the best of our knowledge and belief were necessary for the purposes of our audit. in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1. Nelson Manickam Road. 1956. Chennai We have audited the attached Balance Sheet of M/s. in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: In the case of the balance sheet. 1956.301 of the Companies Act. of the cash flows for the year ended on that date.600 029. we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said Order. For K. According to the information and explanation given to us. These financial statements are the responsibility of the company’s management. 2010. Chennai . An audit also includes assessing the accounting principles used and significant estimates made by management. In our opinion. and (c) In the case of the cash flow statement. (a) the information required by the Companies Act. (ii)(a) The inventory has been physically verified during the year by the management. profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account. Further to our comments in the Annexure referred to 2 above. the said accounts give 41 Accel Frontline Limited. (i)(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.. 2003 (CARO) as amended by Companies (Auditor’s Report) (Amendment) order.Annual Report 2009-10 Auditor's report The Members of M/s. (v) On the basis of written representations received from the directors. Our responsibility is to express an opinion on these financial statements based on our audit. 1956. AIYAR & Co. evidence supporting the amounts and disclosures in the financial statements. the balance sheet. 3. the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto incorporating the financial operations of Singapore branch which was audited by the other auditor whose report has been considered and our opinion is based on the other auditor. 1956. (b) In the case of the profit and loss account. we report that: We have obtained all the information and explanations. 2010. 75. (ii)(c) In our opinion and according to the explanations given to us. as well as evaluating the overall financial statement presentation. The discrepancies noticed on verification between the physical stocks and the book stock has been properly dealt with in the books of account. Chennai Referred to in paragraph 2 of our report of even date.

418.O. no undisputed amounts payable in respect of provident fund.144.842 2001-2002 119.600 029. allowance of STPI profits and allowance of goodwill 65.f. customs duty.Y 2006-07 Sales Tax (a) Appeal filed on 14. (d) Increase in Gross Turnover and taxable AMC under WBST Act. we are of the opinion that the particulars of contracts or arrangements referred to in sec. in connection with capitalization of application software. which the company has filed at the time of hearing with the appellate authorities.Lucknow 418. for a period of more than six months from the date they became payable. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory. 1956 and the Companies (Acceptance of deposits) Rules.Commissioner (Appeals) Sales Tax Officer Income tax assessment year 2000-01. 1956 that need to be entered into the register maintained under sec. at the year end.82. the company has an internal audit system.e.04 for disputed turnover of Rs. IPO expenses. excise duty. customs duty. Appeal filed before Sr. wealth. (f ) Wrong imposition of Interest on late payment of turnover tax. cess and other undisputed statutory dues were outstanding. Co Cir.672 2006-07 Joint Commissioner 42 Dispute with regard to tax rate on ATVM-KIOSK 4. service tax. (vi) The company has not accepted any deposits from public and hence the provisions of sec 58A and 58AA or any other relevant provisions of the Companies Act. sales tax.115 2001-2002 79. wealth tax.424 2002-2003 Assistant Commissioner of CT Assistant Commissioner 34. income-tax.301 of the Companies Act. 75. service tax. sales tax. have been regularly deposited with respective authorities except for some delay in remittance of income tax deducted at source. employees state insurance. (v)(a) According to the information and explanations provided by the management. which is commensurate with the size and nature of its business.00 and interest of Rs.19786/-. 1975 with regard to the deposits accepted from the public is not applicable. .000 F. Chennai Asst.Annual Report 2009-10 Annexure to the auditors’ report (iv) In our opinion and according to the information and explanations given to us.01. Joint Commissioner for reopening of sales tax assessment 115.tax.293.135 2004-2005 149.720. 1956 is not applicable to the company. Disallowance of Form D submitted before S.787 2002-2003 Assistant Commissioner Trade Tax Tribunal.5/lakhs have been entered into during the financial year at prices which are reasonable having regard to prevailing market prices at the relevant time. and non submission of Form C of other customers under CST Act. (c) In the Assessment Order. fixed assets and with regard to the sale of goods and services. (viii) Maintenance of cost records under section 209 (1) (d) of the Companies Act. Cochin Accel Frontline Limited. 8% CST charged for nonsubmission of Form C and 4% CST charged on CVT and UPS Sales instead of 1%. Under WBST Act.413 2005-2006 High Court.10. Chennai .I (1) – Appeals Commissioner of Income tax (Appeals).2006 Assessment order passed without proper hearing. During the course of our audit. increase in taxable AMC turnover etc. Bangalore 3.Y 1999-00 42.301 have been so entered.T. Aminjikarai. (e) Levy of Tax for non-production of Form F for Rs.502 2007-08 High Court. The tribunal has remanded back the case to the assessing officer for fresh assessment The dispute relates to delay in filing the tax return and penalty was levied @50% until March 31. service tax. (g) The dispute relates to non-submission of Form F for interstate branch movement of stock. 71. (ix)(c) According to the records of the company the dues outstanding of income tax. in connection with noncompete fee disallowance Income tax assessment year 2007-08. no major weakness has been noticed in the internal controls. investor education and protection fund. employees state insurance.700 F. depreciation of leasehold improvement. 2005 and @10% w. (ix)(a) Undisputed statutory dues including provident fund.10. wealth tax. excise duty. investor education and protection fund.04. (ix)(b) According to the records of the company. Nelson Manickam Road. customs duty. income tax. excise duty and cess on account of any dispute are as follows: Period to which the amount relates Name of the statute Income Tax Nature of Dispute Amount (Rs. the transactions made in pursuance of such contracts or arrangements exceeding value of Rs.) Forum where the dispute is pending DCIT.406821/= and Increase in taxable AMC Turnover from 10% to 20%. under WBST Act. sales-tax. (v)(b) In our opinion and according to the information and explanations given to us.306 2003-2004 139. (vii) In our opinion.

According to the information and explanations given to us. Nelson Manickam Road. Based on our audit procedures and as per the information and explanations given by the management the company has not defaulted in repayment of dues to banks. In our opinion.600 029. (xv) The company has not given any guarantee for loans taken by others from bank or financial institutions. 75. the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order.S. AIYAR & Co. During the year the company has not raised any money from pubic by way of issue of shares. we report that the no funds raised on short-term basis have been used for long-term investment. 2003 are not applicable to the company. Narayanan) Partner (M No. According to the information and explanations given to us the term loans have been applied for the purpose for which they were raised. debentures and other investments.29724) 43 Accel Frontline Limited. According to the information and explanations given to us and on an overall examination of the utilization of funds. Firm Regn No: 100186W Chartered Accountants Place: Chennai Date: July 22. Therefore. securities. (xvi) (xi) (xvii) (xii) (xviii) (xiii) (xix) (xx) (xiv) (xxi) For K. 2010 (S. The company did not have any outstanding debentures during the year. Aminjikarai. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956. 2003 are not applicable to the company. In our opinion and according to the information and explanations given to us. . According to the information and explanations given to us and based on the documents and records produced to us the company has not granted loans and advances on the basis of security by way of pledge of shares and other securities.Annual Report 2009-10 Annexure to the auditors’ report (x) The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year. Chennai . the Company is not a chit fund or a nidhi/ mutual benefit fund/society. no fraud on or by the Company has been noticed or reported during the course of our audit. Accordingly the provisions of clause 4 (xiv) Companies (Auditor’s Report) Order. the Company is not dealing in or trading in shares.

412.295 330.841.216.326 258.300.663 14.198. 75.715 1.S. Aminjikarai.079.582 614.599 1.751.420.828 1.512 1.001.R.948 225.731.288.808 239.860.715.328 APPLICATION OF FUNDS Fixed assets: Gross block Less : Accumulated depreciation Net block Capital work-in-progress Investments Current assets. 2009 Schedule SOURCES OF FUNDS Shareholders' funds: Share capital Reserves and surplus 1 2 225.29724 Place : Chennai Date : July 22.200.000 6 61.820 526.200. .482.978 1.573 1. No: 100186W Chartered Accountants (S NARAYANAN) Partner Membership No.314 511.040.834.844.301 13.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director K.029. unless otherwise stated) As at March 31.606.348 178.287 302.684 1.608.841.600 029.518.944 962.588.978 Loan funds: Secured loans Deferred tax liability 3 4 441.029.309.040. Chennai .948 1.889.353 1.754.518.895 15.000 795.090.975 1.453 627.314.998 379.020.352.090.328 11 12 Net current assets Notes to the financial statements 19 The schedules 1 to 12 and 19 form an integral part of the financial statements This is the balance sheet referred to in our report of even date For and on behalf of the Board of Directors K.783 185.028.357.412.301 61.575.841.568 229.045.702.Chandrasekaran Director & CFO Sweena Nair Company Secretary 44 Accel Frontline Limited.377.756.Annual Report 2009-10 Balance sheet (All amounts are in Indian Rupees.987 867.164.284. Nelson Manickam Road. 2010 As at March 31.000 803. loans and advances: Inventories Sundry debtors Cash and bank balances Loans and advances Less : Current liabilities and provisions Current liabilities Provisions 5 424. 2010 N.047 48.568 339.AIYAR & CO Firm Regn.765 7 8 9 10 199.016.838 52.989 145.R.574.765 403.754 1.040.953.510.

600 029.375 305.714.501.569.143.939.000 224.000 3.Income from operations .440 33.000 227.217.001 401.738. 2009 2.763.174. Nelson Manickam Road.814 1. par value Rs.775 63.948 3.509.697.045 43.562) 862.821 60.118.509.457.845 2.865 4.891.11 For and on behalf of the Board of Directors K.643. .S.275 (4.440 2.666. Aminjikarai.Current .000.29724 Place : Chennai Date : July 22.111 2.936 584. unless otherwise stated) Year ended March 31.274.651 260.Annual Report 2009-10 Profit and loss account (All amounts are in Indian Rupees.889.739 4.280.833 272.AIYAR & CO Firm Regn.Other Income 13 14 Year ended March 31.000 2.000. 2010 N.369 16.605.433.500 5.379.212.000 1.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director K.212.119.714.604 510.352.Income tax .506.814 22.066 2.340.938) 47.95 Profit before tax Provision for taxes on income: .996 14.936 22.Fringe Benefit Tax Add : Provision for compensated absences reversed Add : Balance carried forward from previous year Profit available for appropriation Appropriations: Interim cum final dividend @ 15% Tax on dividend Transfer to general reserve Balance carried forward to balance sheet Basic and diluted earnings per share( equity shares. 75.710.579 42.Wealth tax .R.Deferred Fringe benefit tax Net profit Less : Taxes relating to earlier years .107 5.736.269 22.679.134 34.209. Chennai .939.379. 10 each) Notes to the financial statements The schedules 13 to 19 form an integral part of the financial statements This is the profit & Loss account referred to in our report of even date 19 47.546 1.107 1.080.624 434.457.669 213.631.Foreign operations .269 43.Chandrasekaran Director & CFO Sweena Nair Company Secretary 45 Accel Frontline Limited.644.131 57.065.665.076 38.467 61.864 272.864 260. No: 100186W Chartered Accountants (S NARAYANAN) Partner Membership No.881 (96.328.405 10.440 Net profit available to equity shareholders Weighted average number of shares used in computing basic and diluted earnings per share Schedule INCOME .825.799.091.540. 2010 2.747 1.799 18.509.467.535.840.722.574 EXPENDITURE Cost of sales & services Employee cost & benefits Operating & administrative expenses Financial charges Depreciation 15 16 17 18 1.959 224.980 22.165.R.738 70.565.722.

2009 300.587 493.000.000.357.10/.090.420.680. the holding company) 2 Reserves and surplus General reserve Balance.528 227.833 803.000 equity shares of Rs.710. subscribed and paid-up : 22. end of the year Securities premium Balance available in profit & loss account 225.000.000 equity shares of Rs.807.each fully paid) (out of the above 11.864 335.978 3 Secured loans * Term loan from a non banking financial institution Working capital facilities from banks Vehicle loans from banks 438.149.000 equity shares of Rs.000 77.04 for details of security 107.133) (10.090.964 3.000.Depreciation . Aminjikarai.509.587 10.509.000 300.803) 52.838 4 Deferred tax liability. 75.000 equity shares of Rs 10/.864 795.073.527 224.948 67.10/. . Nelson Manickam Road.587 493.442 2.751.448 (1. 2010 1 Share capital Authorised 30.488 equity shares of Rs.587 5.000 Issued.713 (5.430.047 * Refer note 19.000 77.000 225.each (Previous year .000. unless otherwise stated) As at March 31.512 46 Accel Frontline Limited.10/-each fully paid is held by BT Frontline Pte Ltd.379.255.000 82.000.each fully paid (Previous year .Lease accounting .233.Others 53.600 029.233.575.30.851.573 64.140) 48.807. net on account of .754.010 339. beginning of the year Add : Transferred from profit & loss account Balance.10/.605 441.22.each) As at March 31. Chennai .Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.807.478.966.575.406.807. Singapore.001.

237 {previous year Rs.740 Furniture and fixtures 23.514. For the year 2009 As at March 31.314.038 31.269 Computers .403 258.074 4.804 10.496 2.662 (All amounts are in Indian Rupees.635 15.504.854.172)} acquired through hypothecation loans from banks / others.398 131.509 2.604 35. 75.394.206 96. 2010 As at March 31. Annual Report 2009-10 47 .217 1.771.Rs.956 8.087 20.224.998.253 403.482.822 24.160 330.6.921.642.169 17.402 4.791.329.427.494.981.700 392.605.367 12.889. * Vehicles include Rs.999.567 531.254.383 550.736 14.677.050.805.477 Total 20.943 2.software 219.309.246.978 57.103.254.567 227.624.907.758.975 145.292 8.219.066 61. previous year .219.661 881.462 403.262.456 1.834.697 30.506.752.220.999.617 7.532 153.557 15.565.489.509 Plant and machinery 8.600 029. 2010 Deletions As at April 01.220.000 18.944 1.818.181 424.836 53.149 22. Chennai .741.399 36.778 5.038.136.387.808 239.574.977 36.810 65.352.834.630 11.hardware 72.766 Leasehold improvements 42.482.075 11.806 5.099.226.722 11.078 2.975 Previous year 500.771.838.193 4.802 999.543 17.4.252.540.110 1.488.154. 2009 2.Schedules to the financial statements Gross block Additions 1.780 Accel Frontline Limited.578.Rs.846 11.543 330.6.110.304.253. unless otherwise stated) 5 Fixed assets Description of assets As at April 01.843.703 Deletions As at March 31.286 (net book value .947. 2010 1. Nelson Manickam Road.328 185.989 178.899. 2009 Goodwill 4.845 1.113. Aminjikarai.327 117.335 2.994 Vehicles* 12.826.456 168.434.5.783 145.584 94.865 8.260.111.899 Computer .022 8.657.341.333.841.989 39.241.074 1.770 38.305 12.160 75.270.425.099.790.536 13.707 5.901 3.907.341.819.404.456 22.327 258.662 Depreciation Net block As at March 31.836 881.335 Office equipment 20.109 5.352.605.713.170.999 11.899.741.

953.390 10. Dubai (Previous year .Stock in trade (refer note 19.987 48 Accel Frontline Limited.100 10.000 each and JPY 15.475.168 2.664 229. Telesis Global Solutions Limited ( PY : 96.040.075.. Inc.317 35.374 shares ) 3.175.046.000.040.765 7 Inventories Service spares Finished goods . 1 each fully paid in ACL Systems & Technologies Pte Limited (Previous year .709 As at March 31.000.374 shares of Rs.226 14. Nelson Manickam Road.AED 1.000. Japan (212 ordinary shares of JPY 50.334. USA (1500 shares fully paid ) (Previous Year: 1500 shares fully paid ) Trade Investments .366 5.765 61. USA (1000 shares fully paid ) (Previous Year: 1000 shares fully paid ) Network Programs (Japan). 2010 6 Investments . unless otherwise stated) As at March 31.300.600 029.075.397.984.94 171.390 12.608. Aminjikarai.366 61.100 22.000 share application money pending allotment) (Previous Year: 212 ordinary shares of JPY 50.000. .000 8.459 199.397. 75.099.475.000 shares of Singapore dollar. 10/.000 3.709 8.141.200 5.200 22.000 fully paid up in Accel Frontline FZE.unquoted 96. 2009 12. Chennai .000) Network Programs Kabhushaki Kaishai.000 shares of Singapore $ 1 each) 1 share of AED 1.821.each fully paid in M/s.Long term Equity shares in subsidiary companies : Trade and unquoted 300.046.02 (d)) 161.046.855.Trading .097 44.046.000 each) Network Programs (USA) Inc.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.

939 110.782.347 2.600 029.309.Rs.130.135 157.295 Advance payment of tax.004.389) in respect of lease receivables (also refer note 19.037 32.216.067.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.588.973. Nelson Manickam Road.503.198. 75.263.051.017.484 (30.417 84. .leased office premises Other deposits 121.754 379.051.900. net of provisions Deposits Balance with government authorities Deposits .294.088.191 343.650 520.348 Less: Provision for doubtful debts *Includes amounts not falling due for payments as at March 31.615 23.deposit accounts .480 897.148 (14.253.036 345.868 30. 2.954 14. Chennai .377.003. considered good) Advances recoverable in cash or kind or for value to be received Dues from related parties Dues from Director 446.136 774. unless otherwise stated) As at March 31.778 216.112 31.287 663.612 302.151.215.634 330.209.590 29.402 85.333 976. Aminjikarai.353 130.256.141 21.883 3.860.540.861) 962.998 10 Loans and advances (Unsecured.980.684 49 Accel Frontline Limited.current accounts . 9 Cash and bank balances Cash on hand and remittances in transit Balances with scheduled banks : .861 204.164. 2009 187.288 178.136) 867.11).017. 2010 of NIL (Previous year .620.913.569 92. 2010 8 Sundry debtors (Unsecured) Debts outstanding for a period exceeding six months Considered good Considered doubtful Other debts * Considered good As at March 31.Unpaid dividend account 549.200 46.639.498.

134 14 Other Income .156.111 50 Accel Frontline Limited.934.007. Nelson Manickam Road.780.453 13.(Less) : Sales tax 1.Rs.907.091.000 14.078 4.702.917 1.535.412 475.266 238.222.680 120.408 15.722.301 12 Provisions Provision for compensated absence Provision for gratuity 13.247.916.702. Previous year .297 34.565 50.505.713 3.Dividend from mutual funds 1.152.430.336.Finance and service income .826.241) 2.015 1.429 23.996 14.097.565.175.453 Year ended March 31.775 17.190.165.Miscellaneous receipts . unless otherwise stated) As at March 31.093 562.933 6. .446.026.235.Income from services .244. 75.619 . 1.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.895 As at March 31.536 1.Lease rentals .385.040.253.973 1.502 1.430.656.711.Gain on exchange fluctuation . 2010 11 Current liabilities Sundry creditors Interest accrued but not due Advances from customers Other liabilities 438.014.118. 2009 5.Rs.160 ) .040.174.715.827) 1.Income from sales .504.361. sales tax on services 1.029.600 029.707 (100.444.512. Aminjikarai.Liabilities written back .562 150.leased assets .994) 1.567.680.297 72.378.613 (51.863.782 3.703 1.323 511.440 3.978 614.Bad debts recovered .820 Year ended March 31. 2009 285. 2010 13 Income from operations . Chennai .733 10.604.363 (55.191) 2.Interest income (Gross) (Tax deducted at source .(Less) : Service tax.980. 798.833 (145.021.

644.IT products Less : Inventory related to WMS business Less : Closing stock 221.675.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.932.629 5.001 252.985.119.242 1.407.181.117 6. .433.343 434.460.953.600 029.200.072.604 Year ended March 31.026.413.064.132.266 510.169.224 14.000 29.375 17 Operating & administrative expenses Rent Electricity Repairs and maintenance -.445 3.380.679. Nelson Manickam Road.131 30. unless otherwise stated) Year ended March 31.274.722.912 1.213.772.033.154 (28.731 6.584 3.456.393 14.121 16.860 401.847 369.087 21.236.601 33.116 1.220) (221. 2010 15 Cost of sales & services Opening stock Purchases .014.808.500 4.116.840 6.952 30.243.579 18 Financial charges On cash credit On term loans Others 16.280.622 169.331.142.759 4.628.387 1. Aminjikarai.411 305.703.189.774.105 694.063.279 52.559 2.825.796 436.985 19.000 33.467 64.731 10.057.067 630.689.501.840.210 16.625 7.899 19.630 16.770.buildings -.372 2.821 481.643.944) 1.326 (199.374 11.003 27.575. consultancy and outsource charges Fees for independent directors Bad debts and liquidated damages Loss on sale of fixed assets Loss on sale of investments Provision for doubtful debts Loss on exchange fluctuation Advertisement and sales promotion Sales discounts Clearing and forwarding expenses Other expenses 50.523.242) 1.042 72.422.744.631.152 42.911 9.481.603 49.124.509.415.939 19.796 60.666.969.792.714.others Insurance Rates and taxes Printing and stationery Communication expenses Travelling and conveyance Security charges Professional.673 13.657.601.979 26.817 11.990.049 30. 75.123 3.984 59.316. 2009 51 Accel Frontline Limited.836 10. Chennai .294.624 16 Employee cost & benefits Salaries wages and allowances Contribution to employee benefit plans Staff welfare expenses 408.243.

516.02 Statement of significant accounting policies (a) Basis of preparation of financial statements The financial statements have been prepared and presented on a historical cost basis in accordance with Generally Accepted Accounting Principles (GAAP) in India and comply with the mandatory accounting standards (AS) issued by the Institute of Chartered Accountants of India (ICAI) referred to in section 211(3C) of the Companies Act. (d) Inventories Inventories are stated at the lower of cost and net realizable value.75 6. 1956 (the Act) to the extent applicable. (NP-US) . in value of the investments that is other than temporary in nature. All items of income and expenditure that have a material bearing on the financial statements are recorded on an accrual basis. Nelson Manickam Road. . (b) Fixed Assets. 19. whichever is lower. (NPJ-KK). The accounting policies have been consistently applied by the company and are consistent with those used in the previous year. All recently issued or revised accounting standards have been evaluated by the management on an ongoing basis. Software development cost incurred on products/solutions ready for marketing are capitalized and amortised over a period of seven years based on managements’ evaluation of the products’ life cycle. USA.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees. being application software is amortized over a period of 7 years or its realizable useful life. Management believes the estimates are prudent and reasonable. unless otherwise stated) 19.21 9. Fixed assets individually costing Rs 5. Network Programs USA Inc. providing system integration solutions comprising network design. Cost includes all expenses incurred in bringing the inventory to its present location and condition and is computed on the basis of weighted average cost. The Company’s principal lines of business. Japan. Accel Frontline FZE. Network Programs (Japan) Inc.746) being the equipments given on extended rental contract. Nil (previous year – Rs. Cost includes all expenses attributable to bringing the asset to its working condition for its intended use. Japan for which shares are yet to be allotted) in its subsidiaries which include ACL Systems & Technologies Pte Limited (ACL) Singapore.6.000 or less are fully depreciated on purchase during the relevant year. Accordingly. USA (NPJUS) and Network Programs KK .75 4. Chennai . The financial statements of ACL and NP–US as at March 31. Dubai. Depreciation on fixed assets is provided for on a straightline basis. the Company had an aggregate investment of Rs 58. Investments in subsidiaries Asset Plant and machinery Office equipment Furniture and fixtures Computer hardware (except computers on lease) Vehicles Rate of depreciation / amortization (%) 4. depreciation and amortization Fixed assets are stated at cost less accumulated depreciation. Use of estimates The preparation of financial statements requires management to make certain estimates and assumptions that affects the reported amounts of assets and liabilities. disclosure of contingent assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period.01 Notes to the financial statements Background Accel Frontline Limited (“Accel” or the Company) was incorporated in Chennai in 1995. The rates of depreciation and amortization are as follows: As at March 31. Management believes that these investments are long term in nature and the subsidiaries are expected to do profitable business in future. Computer software. Adjustments are made for any diminution if any.600 029. Future results could differ from these estimates. management does not consider that provision for diminution in the value of its investments in the said subsidiary is necessary at this stage. This inventory is fully depreciated as on March 31. Stock in trade Stock in trade includes an amount of Rs.33 16.000 invested in Network Programs KK.00 19. in IT services includes. hardware software and website development and the sale and implementation of customized software products and IT Infrastructure management solutions.040. 2010 reflect accumulated losses.765 (including Rs. at the higher of the rates as specified in Schedule XIV to the Act or the rates derived based on the economic useful life of the asset as determined by management.5 52 Accel Frontline Limited. Lease hold improvements Over the lower of estimated useful lives of the assets or the primary period of the lease. 8. Inventories of components and spares primarily held and used for the purpose of asset maintenance services are amortized over a period of seven years commencing from this year. 365. 2010. 75. The development cost consists of proportionate cost of employee compensation and other direct costs involved. Capital work in progress: Software products/solutions developed and/or under developments are stated at cost and pending capitalization of the same are treated as capital work in progress. Aminjikarai. 2010 considering the useful life and end of lease period. (c) Investments Investments in subsidiaries are classified as long-term investments and are stated at cost.

1952 and the short fall. As The earnings considered in ascertaining the company’s basic and diluted earnings per share comprise of the net profit/loss after tax. In the case of fixed-price contracts. except in the cases where they relate to the acquisition of fixed assets. . on the percentage of completion basis. as the case may be. if any. shall be made good by the Company. The Company also provides for retirement benefits in the form of gratuity as per the provisions of “ The Payment of Gratuity Act. Compensated absences The Company’s policy towards leave for their employees stipulates that the employees can only carry forward their earned leave to the extent allowed as per policy from time to time. Chennai . The liability is actuarially determined at the end of each financial year and any shortfall in the fund size maintained by the trust set up by the company with Life Insurance Corporation of India is additionally provided for. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares. Nelson Manickam Road. unless otherwise stated) (e) Revenue recognition Sales Sales are recognized when significant risks and rewards of ownership are passed to the buyer. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. Aminjikarai. All exchange differences arising on the conversion/settlement of foreign currency transactions are accounted for in the profit and loss account. Provision for current income tax is made at current tax rates based on assessable income. (h) Taxation Provision for income tax is made for both current and deferred taxes. Any gain or loss arising out of such valuation is recognized in the Profit and Loss Account. (g) Earnings per share 53 Accel Frontline Limited. The liability for compensated absences is determined on the basis of actuarial valuation at the end of the financial year. 75. The company’s contribution towards the Provident Fund is charged to the Profit and Loss Account. which generally coincides with the dispatch of goods. if any. Incomes from services are reported exclusive of service tax. 1972” which is a defined benefit plan. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits. (i) Foreign currency transactions Transactions denominated in foreign currencies are recorded at the exchange rate specified by customs authorities on a monthly basis. Forward contracts are entered into to hedge the foreign currency risk of the underlying outstanding periodically. contribution plan. The exchange difference is calculated and recorded in accordance with AS-11 per revised Accounting Standard AS 15. Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. which would have been issued on the conversion of all dilutive potential equity shares. revenue is recognized based on the milestones achieved as specified in the contracts. Any profit or loss arising on the cancellation or renewal of forward contracts is recognized as income or as expense for the year. Service income Service income comprising Income from Infrastructure Management Services (IMS) contracts are recognized ratably over the period of the underlying maintenance agreement. All sales are reported exclusive of taxes and duties. Revenue from software development and implementation on the time-and-material basis is recognized based on software developed and billed to clients as per the terms of specific contracts. Deferred income taxes are recognized for the future tax consequences attributable to timing differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing on the date of the balance sheet. Liability in respect of contribution to the gratuity fund is provided for based on actuarial valuation carried out in accordance with revised Accounting Standard AS -15 as at the end of the year. The effect on deferred tax assets and liabilities of a change in tax rates is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Assets sold on finance lease arrangements are recognized as a sale at the inception of the lease. The . and the related finance income is recognized on a time proportion basis over the period of the lease. without any encashment options.600 029. The interest rate payable to the members of the trust shall not be lower than the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous Provisions Act. The premium or discount on all such contracts arising at the inception of the contract is amortised as income or expense over the life of the contract.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees. in which case they are adjusted to the cost of the corresponding asset. (f) Employee benefit plans The company makes contributions to the “Accel ICIM Employees Provident Fund Trust” which is defined . Dividend income from investments is recognized when the right to receive the dividend is established. the Company has provided for compensated absences that are expected to be availed.

520. 2010 include an amount of Rs. A balance with schedule banks in current accounts includes an amount of Rs.49.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.677/-).474 fund & other funds Commission payable .601/).422.799 369.422. 605.) Computation of net profits in accordance with Section 349 of the Companies Act. Singapore and an amount of Rs.727 83.276/.63. unless otherwise stated) (j) Impairment i. Secured loans include Rs. 29. The company will be filing an application with the Central Government for approval of this payment after the shareholder’s approval in the ensuing annual general meeting of the company. 2010.670.298 83.2010 (in Rs. 63.917 (previous year – Rs 337.563) lying in DBS Bank. k) Provisions A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation.440.389) lying in DBS Bank.05 Payment to the Managing Director & whole time Director March 31. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.135 paid to the Managing Director as salary as per the existing agreement approved by the shareholders.715) lying in the Exchange Earners Foreign Currency (EEFC) account maintained with State Bank of India in US Dollar account.465 6.923/(US$ 434.298 9.358. a provision for doubtful debts was created for Rs. (l) Sundry debtors 19.966.629/.4.612/.288/-) representing the balances in unclaimed dividend accounts as at March 31.597.403. sundry creditors and loans & advances are subject to confirmation b) During the year.378/-) due within one year.862 7. but not payable due to inadequacy of profits during the financial year 2009-10. The recoverable amount is the greater of the assets net selling price and value in use.605.121/.456.065.030.195. 774.03 Cash and bank balances Cash and bank balances includes Rs.066 (57. 1956: Profit before taxation Add: Loss on sale of fixed assets Add: Loss on sale of investment Add: Donation Add: Wealth tax paid Add: Goodwill amortised Add: Provision for bad & doubtful debts Add: Depreciation Less Depreciation As per sec 350 Add: Selling commission provided Add: Managerial remuneration Less: Profit on sale of fixed assets Net Profit as per sec 349 Maximum managerial remuneration payable to directors @ 11% Managerial remuneration a) The balances stated at their values shown under sundry debtors.275 999. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors.900 11.1.600 029.335.808. Salary.105/-) was written off as bad debts as the management felt that these are doubtful of recovery / irrecoverable. Singapore branch.211.33. 115. ii. Hypothecation loans are secured by hypothecation of the respective assets acquired.(previous year: Rs. .847 (previous year Rs.817 381.528 The managerial remuneration mentioned above does not include an amount of Rs. 75. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the balance sheet date.(US$2.(previous year Rs.727 9.628 57. 345.382/-((Sing $ 22.597. held as margin money for various guarantees and letters of credit issued by the company’s bankers.262 705. Balances in current account as on March 31. 49. Aminjikarai.663. In assessing value in use. Balance in current accounts as on March 31.106. depreciation is provided on the revised carrying amount of the assets over its remaining useful life.(previous year Rs 63.397) PY: Rs.004.335. A sum of Rs.714.11.521 (USD 1.(USD 80. 54 Accel Frontline Limited. An impairment loss is recognized wherever the carrying amount of an asset exceed its recoverable amount.152 22. 19.411) (PY: Rs. in respect of which a reliable estimate can be made.703 2010 2009 19.191 /. 22.568. allowances and perquisites 6. the estimated future cash flows are discounted to their present value at the weighted average cost of capital.589.605.192 Contribution to provident 746. include an amount of Rs.932) PY: Rs.588. 2010. Chennai .1.04 Secured loans Working capital facilities from banks are secured by a pari passu charge by way of hypothecation of current assets and the moveable properties of the company.066) 7. After impairment. Singapore in the name of Accel Frontline Limited.391/-(Sing $ 51. Nelson Manickam Road. 343.

00% 5. unless otherwise stated) 19. in Lacs Particulars Gratuity (funded) Provision for compensated absences (unfunded) (I) Changes in the Present value of obligation (a) Present Value of obligation as at April 01. The disclosures as required by the said accounting standard are given hereunder: b) Defined benefit plans Amount Rs.00% 7.47 24.65 18. in Lacs.00% 5.84) 160.67 24.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.00% 1 – 3% LIC (1994-96) ultimate 55 Accel Frontline Limited.600 029.06 Disclosures in accordance with Accounting Standard (AS) –15 on “Employee Benefits” (a) Defined contribution plans The Company has incurred the following amounts and charged to the profit and loss account during the year.47 18.00% Projected Unit Credit [PUC] actuarial methods 12.63) 161.21 127.21 12.02 (a) Discount rate (b) Salary escalation rate (c) Attrition rate (d) Mortality rates 8.65 18. Chennai . Aminjikarai.20 34. Nelson Manickam Road. 2010 (II) Expenses recognized in the Profit & loss account (a) Current service cost (b) Past service cost (c) Interest cost (d) Curtailment cost / (credit) (e) Settlement cost / (credit) (f ) Net Actuarial (Gain) / Loss (g) Employee’s contribution (h) Total expenses recognized in profit & loss a/c (III) Following are the principal actuarial assumptions used as at the balance sheet date: Particulars Gratuity (funded) Provision for compensated absences (unfunded) 8.54 145.77) 137.77 144.77) (8.00 (178.97 AS – 15 (Revised 2005) on “Employee Benefits” has been adopted by the Company during the year.00 (178. 2010 110.67 127. Sl No 1 2 Particulars Contribution to Employees Provident Fund Contribution to Employees’ State Insurance (ESI) Total For the year ended March 31.56 (32. .17 13. Amount Rs. 75. 2009 (b) Interest cost (c) Past service cost (d) Current service cost (e) Curtailment cost / (credit) (f ) Settlement cost / (credit) (g) Benefits Paid (h) Actuarial (gain) / loss (i) Present value of obligation as at March 31.

The geographical segment is not relevant since export revenue are less than 10% of the total revenue. Accel Limited. Shanthi Chandrasekaran Wife of the Managing Director Wife of Mr.000 176. USA Network Programs (Japan) Inc.000 30.700 89.364. The company has filed an appeal application with appellate commissioner against this demand notice.404 2.805 2009 1.09 Segment reporting The company’s operations predominantly relate to IT related services and accordingly this is the only primary reportable segment. Inc.182. Sreekumari Panicker Mrs.000 8.758.557.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees..801 49. USA Network Programs Japan KK.163. Japan Name of the party Accel Systems Group.08 Contingent liabilities Sales tax matters ESI matters Income tax matters * Letters of credit outstanding Bank Guarantees outstanding Claims against the company not acknowledged as debt Service tax matters Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 2010 8.07 Remuneration to statutory auditors Statutory audit * For quarterly limited review For certification and other matters Out of pocket expenses Service tax 2010 1.792 (S $ 4000) (Previous year Rs. Singapore. Nelson Manickam Road. 75.418.965 16. K.185 31.186 2. USA Accel Transmatic Limited Accel Frontline Services Limited Accel IT Resources Limited.792 300. K. N R Panicker Mr.582.10 Related party transactions Related parties where control exists: Name of the party BT Frontline Pte Limited.586 - - 5. ACL Systems & Technologies Pte Limited..000 100. 19. Chennai Key management personnel Mr. Singapore Accel Frontline FZE. Aminjikarai.000 14.128.000.180 * The Income tax matters includes a demand notice received by the company for Rs. unless otherwise stated) 19.R Chandrasekaran Managing Director Whole time Director Nature of relationship Controlling Company Controlling company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Subsidiary Company Nature of relationship Companies under common control Companies under common control Companies under common control Companies under common control Other related parties with whom transactions have taken place during the year: 56 Accel Frontline Limited. .558.512.868 147.099 111. Dubai Network Programs USA Inc. 19. Chennai. Chennai .700 from the Income Tax department for the assessment year 2007-08.216.381 584.000)) 19.973 145.897 300.163.128.127 259.42.897 (S $ 4.600 029.758.R Chandrasekaran Relative of Key Management Personnel Mrs.425.433 2009 1.650.435.801 6.230 * Includes foreign branch auditor fees Rs.

and accessories on long .term non .869) (3. Initial direct costs are recognised as an expense at the commencement of the lease period.576.415.19.765 (58.790.040. 2009) Investments Payables Receivables Loans and advances Maximum amount outstanding at any time during the year (2.000) 5.089 (2.127.718.328 (20.410 (29.110.219.612 (11.997 (61.040.438) (933.135- Note: Item under parenthesis represent previous year figures 19.853.827.736 (2.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.486) 23.238 (8.878) 30.995) - Balances outstanding as at March 31.863) 7.083. The terms of the lease agreements do not provide for any unguaranteed residual value or contingent rents.817 (15. Aminjikarai.868) 58.500.098) 520.410.846) Sales and other income Share of expenses Purchases Rent Cost of shared services Managerial remuneration Dividend 19. 2010 (March 31.712.116.275) 14.683 (8.948 18.600 029.340) Key Management personnel 1.664.528) 533.301 (240. unless otherwise stated) Transactions with related parties Particulars Controlling company Subsidiaries Companies under common control 7. The leased assets are insured by the lessor during the contract of the lease.827.825.373) 6.059) 38.840) 938 (2.545 (393.745.780.920.775. 75.530.737 (7. Sundry debtors include the present value of minimum lease payments on finance leases accounted for in accordance with AS 19 ‘Accounting for leases’ issued by the ICAI.532.589.340 (1.11 Leasing arrangements in the capacity of a Lessor Finance lease The Company’s business includes leasing of computers.296.029.795) 735. . “Accounting for leases “ issued by the ICAI.989 57 Accel Frontline Limited.485 (19.489.064.085 51.cancellable leases which are generally in the nature of finance leases as described in AS .000 (1.165 (58. peripherals.120) 22.096 2.356 (6.090.036) (674.765) 13. Reconciliation between the gross investment and the present value of minimal lease payments receivable is as follows: 2010 Gross investment in the lease Less: unearned finance and service income Present value of minimum lease payment Gross investment in the lease Not later than one year Later than one year and not later than five years Later than five years Nil Nil Nil 2.085 Nil Nil Nil 2009 2.821) 4.712.819) 8.599.676. Nelson Manickam Road.245) 4. Chennai .530.920.

210 704. the branch at Singapore in the name of “Accel Frontline Limited .470. 75.345 2. 31. Further.775.265.579 2009 45.963.415 3.408 58 Accel Frontline Limited.647 113.017.666 33.625.200/. The summary of the financials of the Branch is as follows: 2010 Rs.13 Micro Small and Medium Enterprise Development Act 2006.616 3. unless otherwise stated) 2010 Present value of minimum lease payments receivable Not later than one year Later than one year and not later than five years Later than five years 19.459 3.049.232 30.313 737.095 1.907 69.162.989 2009 The company has deposited an amount of Rs.226 Value Qty Nos.511 112.449.720.985.286.920.999 79.345.(Previous year: Rs.319. Nelson Manickam Road.230.997 32. the Company is not required to register under the above Act.448 28. Aminjikarai.105 30. Computers .312 325.114. Purchases 2009 Value 8 170 173. Turnover Net profit after tax Sundry debtors Sundry creditors Income tax.644. The revenue and expenses of the said Branch have been included in the financials of the company against each line item. Chennai .14 Overseas branch operation During the year.540.034 20.405 10.156. Since the information from the suppliers has not been received.15 Quantitative information as per the companies Act 1956 409. purchases.037/-) as interest free security deposits towards the above leases and the same has been included in the Loans and advances 19. translated into INR.616 939. 301.600 029.306 79.017.Singapore Branch” continued its operation. 19.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.778 44.122. the provisioning of the interest and disclosure requirements under Schedule VI to the Companies Act.Assembled .256. 2010 Value Qty Nos.provision 19.080.227 10. .639 2.020 319.573 2009 Rs.130 85. 29.816.097. sales and closing stock for trading goods dealt with by the Company: Class of goods 2010 Qty Nos.449 1. Opening stock 2009 Value Qty Nos.880 74. The total of minimum future lease payments for various periods are as follows: 2010 Not later than one year Later than one year and not later than five years Later than five years 22. as applicable.076 Sing $ 9.188.538 1.084 b) Particulars of opening stock.980 Sing $ 12.326 8635 883. As per the stipulations and conditions referred to in the above Act. the Company has circulated letters to its suppliers seeking information about their status as mentioned in the Act.673 2.256. 1956 could not be complied with.393.644.099.408.473.Traded Peripherals etc 578 15.879.12 Operating leases: The company has taken various office premises on operating lease and the lease payments are amortized on a straight-line basis over the lease term.691.037.244.166.936 70.014 1.620.

235.832 11. For and on behalf of the board of directors K.624.689. Aminjikarai.904 1. Computers .781.29724 Place : Chennai Date : July 22.600 029.029.625.888 Rupees No of Non-resident shareholders 7 2009 No of equity shares held 11. 19.20 Comparative financial information The previous year’s balances have been regrouped/reclassified wherever necessary to conform to the current year’s presentation.425 2009 124.AIYAR & CO Firm registration no.322 482.099.499.438.697 19.534.448 28.784. 2009 and hence not comparable with the current year figures.168 578 15.818 7. 2010 Value Qty Nos.21 The previous year figures include the results of the Warranty Management Services Division which was hived-off from January 1.466.606.18 Amount remitted in foreign currencies towards dividend 2010 Particulars Dividend for the year No of Non-resident shareholders 5 No of equity shares held 11.499 1.888 19.R. 75.097.888 Rupees 17.471 35. .536 212 15.063 2009 448.141.416.814 19. 2010 K.S.957 19.249.319.619 Value Qty Nos.091 2009 12.499.Annual Report 2009-10 Schedules to the financial statements (All amounts are in Indian Rupees.:100186W Chartered Accountants N.657 19.820.19 Earnings in foreign currency Income from services 2010 68.715 1.17 CIF value of Imports Components 2010 396.499.Assembled .074 3.16 Expenditure in foreign currency (on payment basis) Foreign travel Others 2010 6. Sales 2009 Value Qty Nos.226 19.227 194.R.778 44.659.Traded Peripherals etc 3. unless otherwise stated) Class of goods 2010 Qty Nos.556 1. Closing stock 2009 Value 8 8.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director (S NARAYANAN) Partner Membership No.536.259.473.Chandrasekaran Director & CFO Sweena Nair Company Secretary 59 Accel Frontline Limited. Chennai .512.063 284. Nelson Manickam Road.056.604.

Aminjikarai.065.405) (83.696.567.998 (100.152.779 10.974 18.968. 84.309.Annual Report 2009-10 Cash flow statement for the year ended.933 (1. 75.556) (265.921) 102.578) (23.503.317 160.425 63.093) 60.467 29.422.825.605.266) 42.693.578 (1.847 171.370.753 March 31.036) of restricted cash balance (also refer note 19.507.340.980.870 178.293.421) 4.367) 127.495.799 57.565.815.105 288.433.893.704.137 (325.295 18.532.293.174.714.685.425 160.297) 33.825 684.655.801.03) 60 Accel Frontline Limited. Nelson Manickam Road.782) (238.884.42.369 61. 2010 Cash flow from operating activities Net profit before taxation Adjustments for: Depreciation (Profit) / Loss on sale of fixed assets.508) (59. net Interest and dividend income Unrealized foreign exchange Finance income on leased assets Lease rentals Financial charges Provision for doubtful debts Provision no longer required written back Bad debts written off Operating profit before working capital changes (Increase)/decrease in inventories (Increase)/decrease in sundry debtors (Increase)/decrease in loans and advances / other current assets Increase/(decrease) in current liabilities Increase/(decrease) in provision Cash generated from operations Income taxes paid Net cash used in operating activities Cash flows from investing activities Purchase of fixed assets Proceeds from sale of fixed assets Lease rentals Investments Net cash from (used in) in investing activities Cash flows from financing activities Proceeds/(repayments) from working capital facilities Interest received on loans Proceeds/(repayment) of term loan for equipment leases Financial charges Dividends paid Tax on dividend paid Net cash from financing activities Net cash inflow / (outflow) Opening cash and cash equivalents* Closing cash and cash equivalents* Net increase in cash and cash equivalents (26.295 302.833) (17.926 39.208. .118) (59.567.673) 157.338.066 369.601 1.685.354) 116.629 (1.817 (1.780) (45.184.933) 33. Chennai .638 32.703.703 178.992.501.131 11.178) 70.826.738.456.500) (5.000) (3. 92.504.107) 22.703 (34.499.600 029.233.763) 21.394.879 (1.973 (59.156.661 (10.000 (4.000 45.449.998 123.269) (40.763. 2009 *Includes Rs. unless otherwise stated) March 31.860.707) (10. net (Profit) / Loss on sale of fixed investments.388.478 1.714.449.064) (22.429.812.465) 18.770.436) 124.686) 56.509.808.430.307 70.540.044 (138.703 49. (All amounts are in Indian Rupees.437.659 29.768.851.439 (13.863) (33.317 123.988.625 (562.191 (Previous year Rs.802 3.796.763.860.638.

Annual Report 2009-10 Cash flow statement for the year ended.R.Panicker Chairman & Managing Director Steve Ting Tuan Toon Director K. unless otherwise stated) Note: a) The above cash flow statement has been prepared under the indirect method as set out in the Accounting Standard . 75. Aminjikarai. (All amounts are in Indian Rupees.29724 N.600 029. Chennai .3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India b) Purchase of fixed assets include payments for items in capital work in progress and advances for purchase of fixed assets.Chandrasekaran Director & CFO Sweena Nair Company Secretary Place : Chennai Date : July 22. .AIYAR & CO Firm Regn. Nelson Manickam Road.S. For and on behalf of the Board K. c) Since fixed deposits have to be used to set off the bank borrowing to reduce the cost of funds. 2010 61 Accel Frontline Limited. Adjustments for increase/decrease in current liabilities related to acquisition of fixed assets have been made to the extent identified. No: 100186W Chartered Accountants (S NARAYANAN) Partner Membership No.R. the net cash has been shown as negative.

Thousands) Public Issue Bonus Issue NIL NIL Rights Issue Private Placement NIL Nil III Position of mobilisation and development of funds (Amount in Rs.518. 2010 Capital raised during the year (Amount in Rs.11 Total expenditure Profit / (loss) after tax Dividend as % 2.001 48.600 029.569.066 2. 75. Nelson Manickam Road.090 441.875 1. V 2. Thousands) Total Liabilities Sources of funds Paid up capital Secured loans Deferred tax liability Application of funds Net fixed assets Net current assets 240.201 Total Assets 1. unless otherwise stated) I Registration details Registration number Balance Sheet date II 18-31736 March 31.358 Reserves and surplus Unsecured loans 803.Annual Report 2009-10 Balance sheet abstract and company’s general business profile (All amounts are in Indian Rupees.518. expenditure 61.210 63.458 15 Generic names of three principal products / services of company (as per monetary terms) Item code no (ITC code) Product description Item code no (ITC code) Product description 847100 Computers 847193 Computer Peripherals 62 Accel Frontline Limited. Thousands) Turnover Profit / (loss) before tax Earnings per share in Rs. Chennai .201 IV Performance of company (Amount in Rs. Aminjikarai. .041 225.216.285 Investments Misc.752 0 1.144 47.506.

Annual Report 2009-10 This page is intentionally left blank for making notes 63 Accel Frontline Limited. . Chennai . 75. Nelson Manickam Road. Aminjikarai.600 029.

Aminjikarai.600 029. Chennai . 75. Nelson Manickam Road. .Annual Report 2009-10 This page is intentionally left blank for making notes 64 Accel Frontline Limited.

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