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Notes to Accounts of Aurionpro Solutions Ltd.

Mar 31, 2015

1. Background

Aurionpro Solutions Limited ('Aurionpro' or 'the Company1) was incorporated on 31 October 1997 as a private limited company under the Companies Act, 1956. The Company was converted into public limited company with effect from 9 March 2005. The Company is engaged in the business of providing solutions in corporate banking, treasury, fraud prevention and risk management, internet banking, governance and compliance. The Company is a leading provider of intellectual property led Information Technology solutions for the banking and financial service insurance segments.

The Company also provides self-service technologies which enables financial institutions, utilities, telecom and government organizations to migrate, automate and manage customer facing business process to self-service channels.

The Hon'ble High Court of Judicature at Bombay has approved the Scheme of Amalgamation ("the Scheme") of Intellvisions Software Limited ("ISL") with the Company vide its order dated 30 January 2015. The scheme became effective on 12 March 2015 with the appointed date on 1 April 2014. (refer note 41)

The list of subsidiary companies, controlled directly or indirectly by the Company with percentage holding is summarised below.

b) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder are in proportion to its share of the paid-up equity capital of the Company.

During the year ended 31 March 2015, the Company has proposed final dividend of Rs. 3 per equity shares (31 March 2014 : Rs. 2). The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

d) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceeding the year-end

i) 1,506,120 (31 March 2014 : Nil) equity shares of Rs. 10 each have been allotted as fully paid-up shares to the erstwhile shareholders of Intellvisions Software Limited ('Intellvisions') pursuant to the merger of Intellvisions with the Company effective 1 April 2014. (refer Note 41)

ii) Nil (31 March 2014 : 400,000) equity shares of Rs. 10 each have been allotted as fully paid-up shares to the erstwhile shareholders of Seeinfobiz Private Limited ('Seeinfobiz') pursuant to the merger of Seeinfobiz with the Company effective 1 April 2012.

iii) In terms of the agreement entered into by Aurionpro Solutions Inc, USA (a subsidiary of the Company) with Virat Inc. for purchase of certain business assets of Virat Inc., Nil (31 March 2014: 100,000) equity shares of Rs. 10 each of the Company have been allotted as fully paid-up shares to the shareholders of Virat Inc.

iv) During the year ended 31 March 2012, 1,081,961 equity shares were issued to the shareholder of Kairoleaf Analytics Private Limited on account of amalgamation of Kairoleaf Analytics Private Limited with the Company.

e) Shares reserved for issue under options:

Under employee stock option scheme, 2008, 945,951 (31 March 2014: 945,951) number of shares are reserved for employees for issue amounting to Rs. 94.60 (31 March 2014: Rs. 94.60). For other terms and conditions, refer Note 44.

Under employee stock option scheme, 2010, 750,000 (31 March 2014: 1,000,000) number of shares are reserved for employees for issue amounting to Rs. 75.00 (31 March 2014: Rs. 100.00). For other terms and conditions, refer Note 44.

2. Long-term borrowings

a. Term loan from State Bank of India carried an interest rate of Base Rate 2.20% per annum. This facility was repaid during the year. This facility was secured by pari-passu hypothecation charge on entire receivables and stock in process (SIP) of the Company. This was also secured by the following:

- First charge on the Company's computers and furniture and fixtures;

- Pledge of 6.9 lakhs (31 March 2014: 6 lakhs) equity shares of the Company held by the promoters;

- Pledge of 0.60 lakhs (31 March 2014: Nil) equity shares of Arshiya International Limited held by the promoters;

- Hypothecation of the properties owned by the promoters;

- Pledge of 190,520 shares of a company purchased out of bank finance i.e. SPS Corp. USA(now merged with Aurionpro Solutions Inc. USA) and 210,631 shares of Aurionpro Solutions Inc. USA. However, with effect from 27 March 2015, charges on these shares have been released by State Bank of India.

Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and personal guarantees of promoters and their relatives was also provided.

Corporate guarantee of Aurionpro Solutions Inc. USA was also provided. However, with effect from 27 March 2015, this charge has been released by State Bank of India.

b. Term loan from HDFC Bank Limited carries an interest rate of Base Rate 1% per annum and is repayable in 84 EMI of Rs. 8.56. This facility is secured by way of Equitable Mortage on the underlying premises against which the loan has been taken.

c. Term loan from Reliance Capital Limited carried a floating interest rate of 15.50% per annum and was repayable in 18 equal monthly installments (EMI). The facility was secured by receivables from Reliance Capital Limited by Aurofidel Outsourcing Limited, a wholly-owned-subsidiary of the Company. This facility was repaid during year.

d. Term loan from Religare Finvest Limited carries an interest rate of 19.26% per annum and is repayable in 24 EMI of Rs. 2.12.

e. Term loan outstanding as on 31 March 2014 from Tata Capital Financial Services Limited carried an interest rate of 19% per annum and was repayable in 18 EMI of Rs. 2.25. This facility was repaid during the year. Term loan outstanding as on 31 March 2015 carries an interest rate of 18.59% per annum and is repayable in 18 EMI of Rs. 2.57.

3. Short-term borrowings

a) Cash credit facility from Axis Bank Limited is repayable on demand with an interest rate of Base Rate 3.50% per annum. This facility is secured by first charge on entire current assets of the Company both, present and future. This is also secured by second charge on entire fixed assets of the Company, both, present and future. Personal guarantee of Managing Director and other Directors of the Company have also been provided.

b) Cash credit facility from State Bank of India is repayable on demand with an interest rate of Base Rate 3.40% per annum.

Stand by letter of credit facility from State Bank of India is repayable within a maximum period of 3 months from the date of issue with an interest of Base Rate 4.40% per annum. These facilities are secured by pari-passu hypothecation charge on entire receivables and stock in process (SIP) of the Company. These are also secured by the following:

- First charge on the Company's computers and furniture and fixtures;

- Pledge of 6.9 lakhs (31 March 2014: 6 lakhs) equity shares of the Company held by the promoters;

- Pledge of 0.60 lakhs (31 March 2014: Nil) equity shares of Arshiya International Limited held by the promoters;

- Pledge of 190,520 shares of a company purchased out of bank finance i.e. SPS Corp. USA (now merged with Aurionpro Solutions Inc. USA) and 210,631 shares of Aurionpro Solutions Inc. USA. However, with effect from 27 March 2015, charges on these shares have been released by State Bank of India.

- Hypothecation of the properties owned by the promoters;

Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and personal guarantees of promoters and their relatives have also been provided.

Corporate guarantee of Aurionpro Solutions Inc. USA was also provided. However, with effect from 27 March 2015, this charge has been released by State Bank of India.

c) Bank overdraft facility from The Saraswat Co-Operative Bank Limited is repayable on demand with an interest rate of 14.50% per annum. This facility is secured by equitable mortgage of property of estwhile directors of Seeinfobiz Private Limited. As at 31 March 2015, there is no overdrawn balance under this facility.

d) Term loan outstanding as on 31 March 2014 from Bajaj Finance Limited carried an interest rate of 20% per annum and was repayable in 12 EMI of Rs. 1.90. This facility was repaid during the year. Term loan oustanding as on 31 March 2015 carries on interest rate of 19.5% per annum and is repayable in 12 EMIs of Rs. 2.86.

e) Loans and advances from related parties are interest free and repayble on demand. Loans from Kairoleaf Analytics Pte Limited has been written-back during the year on account of closure of the company.

f) The Company has taken ICD's during earlier years which carry interest in the range of 15% to 21%. These ICD's are repayable on demand.

4. Fixed assets

* The Company has leased out Plant and machinery for a period of 1-3 years. The lease rental income recognised in the statement of profit and loss is Rs. 598.28 (31 March 2014: Nil). The gross value of assets leased out is Rs. 1,308.54 (31 March 2014: Nil). Accumulated depreciation of the assets leased out is Rs. 495.75 (31 March 2014: Nil). The depreciation recognised in the statement of profit and loss for the assets leased out during the year is Rs. 177.28 (31 March 2014: Nil)

** In accordance with Schedule II of the Companies Act, 2013, the Company has reassessed the estimated useful life of certain class of assets through technical evaluation and internal assessment during the year. The reassessed estimated useful life is in line with existing useful life of the assets used by the Company for the purpose of depreciation. Consequently, depreciation charge for the year ended 31 March 2015 is higher by Rs. 279.20 due to change in the estimated useful life of tangible fixed assets. Further, an amount of Rs. 69.75 (net of deferred tax) has been adjusted against the opening balance of Retained earnings, in respect of the residual value of assets wherein the remaining useful life has become 'nil'.

5. Contingent liabilities and commitments (to the extent not provided for) Contingent liabilities: 31 March 2015 31 March 2014

a) Stand by later of Credit given on behalf of the subsidiaries 3,950.35 3,751.49

b) Disputed liabilities in appeal-Excise-duty 434.09 -

Commitments:

c) Estimated amount of contracts remaining to be executed on capital account and not 583.00 583.00 provided for (net of advances)

Note: The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its financial statements. The Company's management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect of the Company's results of operations or financial condition.

6. Dues to Micro and Small Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to dues to Micro and Small enterprises.

On the basis of the information and records available with the Company, the following disclosures are made for the amounts due to the Micro and Small enterprises:

7. Related party disclosures

1. Names of related parties and description of relationships:

a. Parties where control exists:

Subsidiary companies

Aurionpro Solutions Inc

Aurionpro Solutions Pte. Limited

Auroscient Outsourcing Limited

Aurofidel Outsourcing Limited

Aurionpro Solutions SPC

Aurionpro SCM Pte. Limited

PT Aurionpro Solutions, Indonesia

Aurionpro Software Pte. Limited (Closed down on 23

February 2015)

Kairoleaf Analytics (S) Pte. Limited (Closed down on 28 January 2015)

Intellvisions Solutions Private Limited Servopt Consulting Private Limited Intellvisions Software LLC Intellvisions Security & Survelliance LLC Intellvisions Arabia (FZC)

Step-down subsidiaries

Aurionpro SCM Inc Aurionpro Holdings Pte. Limited Aurionpro Solutions PLC Sena Systems Private Limited

Integro Technologies Pte. Limited (Sold to Aurionpro Holdings Pte. Limited w.e.f. 31 March 2014)

Integro Technologies SDN. BHD Integro Technologies Company Limited Aurionpro Solutions Pty Limited (Sold to Aurionpro Holdings Pte. Limited w.e.f. 31 March 2014)

Centrolene Pte Limited (Incorporated on 19 March 2015)

b. Key managerial personnel

Amit Sheth, Co- Chairman and Managing Director Sanjay Desai, Executive Director (till 06 October 2014) Samir Shah, Director

8. Segment reporting

Disclosure of segment reporting as per the requirements of Account Standard (AS) 17 "Segment Reporting" is reported in the consolidated financial statements of the Company. Therefore, the same has not been separately disclosed in the standalone financial statements in line with the requirements of AS - 17. (refer Note 33 of the consolidated financial statements).

9. Leases

Operating leases as lessee

The Company has taken a commercial property on non-cancellable operating lease. The lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period. There are no exceptional/restrictive covenants in the lease agreements. The future minimum lease payments in respect of lease property as at is as follows:

Rent expense for all operating leases for the year ended 31 March 2015 aggregate Rs. 632.58 (31 March 2014: Rs. 657.38)

10 Employee benefit plans

Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to provident fund, ESIC and other funds for the year aggregated to Rs. 241.19 (31 March 2014: Rs. 205.95).

Defined benefit plans

The Company have a scheme for payment of gratuity to all its employees as per the provisions of the Payment of Gratuity Act, 1972. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a funded plan.

Note (a) - 31 March 2015 represents accumulated past cost of gratuity benefit pertaining to the employees of the erstwhile Intellvisions (since merged with the Company - refer Note 41) expensed to the Statement of Profit and Loss.

Note (b) - 31 March 2015 represents accumulated past cost of gratuity benefit pertaining to the employees of the erstwhile Seeinfobiz (since merged with the Company during the previous financial year) expensed to the Statement of Profit and Loss.

11. Amalgamation of intettvisions Software Limited

Pursuant to the Scheme of Amalgamation (hereinafter referred to as "Scheme"), as on and from 1 April 2014, being the appointed date pursuant to the approval of Board of Directors and shareholders of the Company and sanctioned by the Honorable High Court of Bombay vide its order dated 30 January 2015 which was filed with Registrar of Companies on 12 March 2015, Intellvisions Software Limited (hereinafter referred to as 'Intellvisions'), a company engaged in the forefront of the self service industry and over last few years has developed an unrivalled range of customer touch points. Intellvisions product offerings include Queue Management Systems, Digital Signage Solutions, Customer Feedback Systems and Self Service Kiosks for a wide range of functions including Cash and Cheque Deposit Automation, e-Governance Kiosks equipped with a variety of peripherals was amalgamated into the Company.

The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Honorable High Court of Bombay. The required disclosures for accounting of scheme as per the 'Pooling of Interest Method' as given under Accounting Standard 14 (AS 14) 'Accounting for Amalgamations' as prescribed under the Companies (Accounts) Rules, 2014 have been provided.

Hence, in accordance with the Scheme:

a. The Company has taken over all the assets aggregating to Rs. 4,574.47 and liabilities aggregating to Rs. 860.95 at their respective book values. Also, as per the Scheme, the identity of reserves of Intellvisions aggregating to Rs. 2,572.54 is required to be maintained by the Company as on the appointed date;

b. Pursuant to Scheme, the Company has issued and allotted 33 equity shares of face value of Rs. 10 each, fully paid-up to the Shareholders of Intellvisions for every 250 equity share of face value of Rs. 10 each, fully paid-up held by the Shareholders of Intellvisions. Accordingly, 1,506,120 equity shares of face value of Rs. 10 each, fully paid-up has been issued and allotted to the Shareholders of Intellvisions. As per the Scheme, approved by the Honorable High Court of Bombay, such excess consideration paid over the net assets acquired amounting to Rs. 990.37, is required to be credited to the "Capital reserves" of the Company ;

c. The financial results for the year ended 31 March 2015 include the income and expenses of Intellvisions;

d. As at 31 March 2014, the accumulated retained earnings (surplus in the Statement of Profit and Loss) amounting to Rs. 749.83, Capital reserves amounting to Rs. 46.43, Securities premium reserves amounting to Rs. 1,647.64 and General reserves amounting to Rs. 128.64 was aggregated with the corresponding balance of the Company as at that date respectively;

e. Pursuant to the Scheme, the Company has aligned the accounting policies of Intellvisions. Consequent to this

alignment of accounting policies, Rs. 22.57 has been debited to the General reserve as per the accounting treatment mentioned in the Scheme; and

f. Further, for the year ended 31 March 2015, as Intellvisions carried on its existing business in trust for and on behalf of the Company, all vouchers, documents etc. for the year ended 31 March 2015 were in the name of Intellvisions.

The title deeds, licenses, agreements, loan documents etc., were being transferred in the name of the Company.

12. Employee Stock Option Scheme (ESOS)

Stock option scheme 2008 ('ESOS - 2008')

In September 2008, the Board of the Company approved the ASL Employee Stock Option Scheme 2008 ('ESOS - 2008'), which covered the employees and directors (except Promoter Director) of the Company including its subsidiaries. The Scheme was administered and supervised by the members of the 'Remuneration/ Compensation Committee' of the Board (the 'Committee').

As per the Scheme, the Committee issued stock options to the employees at an exercise price which was equal to market price i.e. the latest available closing price prior to the date of the grant as quoted on National Stock Exchange of India Limited or as determined by the Committee and payable by the grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price was not less than Rs. 90 per option.

Employee stock option scheme 2010 ('ESOS - 2010')

In August 2010, the Board of the Company approved the ASL Employee Stock Option Scheme 2010 ('ESOS - 2010'), which covers the employees and directors (except Promoter Director) of the Company including its subsidiaries. The Scheme is administered and supervised by the members of the Committee.

As per the Scheme, the Committee issued stock options to the employees at an exercise price which was the market price i.e. the latest available closing price prior to the date of the grant as quoted on National Stock Exchange of India Limited or as determined by the Committee and payable by the grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price was not be less than Rs. 90 per option.

13. Corporate Social responsibilities

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The Company has also framed CSR policy based on the provisions of CSR Rules, 2014. During the year under review, as a part of CSR initiatives, the Company have contributed to a registered trust undertaking CSR activities such as to serve the student in rural and semi-rural areas with facility to educate themselves in technical and other basic education with over emphasis on educating backward class, schedule class and orphan students. The said contribution is in compliance with the CSR policy, provisions of Companies Act, 2013 read with Schedule VII and CSR Rules, 2014.

14. Other information

Information with regards to other matters specified in Schedule III of the Act is either Nil or not applicable to the Company for the year.

15 Previous year's figures have been regrouped or reclassified wherever necessary to conform to the current year's presentation.


Mar 31, 2014

1. Contingent liabilities and commitments (to the extent not provided for)

(Rs in Lakhs) 31 March 2014 31 March 2013

a) Contingent liabilities:

Guarantees 106.83 12.15

outstanding

Stand By Letter of 3,751.49 3,437.69

Credit outstanding given on behalf of the subsidiaries

b) Commitments

Estimated amount of - 300.00 contracts remaining to be executed on capital account and not provided for (net of advances)

Note:

1. Stand By Letter of Credit given by the Company on behalf of the subsidiaries to Axis Bank Limited Rs. 3,751.47 Lakhs (31 March 2013: Rs. 3,424.33 Lakhs).

2. Facilities from State Bank of India are secured by pledge of equity shares, hypothecation of the properties and personal guarantees of Amit Sheth and Sanjay Desai. This facility is also secured by pledge of shares and corporate guarantee of Aurionpro Solutions Inc. USA.

3. Facilities from Yes Bank Limited were secured by pledge of equity shares and personal guarantees of Amit Sheth and Sanjay Desai.

4. Term loan from Reliance Capital Limited is secured by charge on receivables from Reliance Capital Limited by Aurofdel Outsourcing Limited.

2. Segment reporting

In accordance with paragraph 4 of Accounting Standard 17 "Segment Reporting" prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the Central Government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer Note 32 of the consolidated financial st atements).

3. Disclosures as per Clause 32 of the Listing Agreement entered into with the Stock Exchanges:

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

4. Leases

Operating lease

The Company has entered into non-cancellable and cancellable operating lease agreements for leasing office and residential spaces. The lease agreements provide for cancellation by either party with a notice period of three to six months and also contain a clause for renewal of the lease agreements either at the option of the Company or as mutually agreed by both the parties.

The future minimum lease payments in respect of such non- cancellable operating leases are summarized below:

5. Employee benefit plans

Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, which is a Defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to provident fund for the year aggregated to Rs. 205.95 Lakhs (31 March 2013: Rs. 188.41 L akhs).

Defined benefit plans

The Company have a scheme for payment of gratuity to all its employees as per the provisions of the Payment of Gratuity Act, 1972. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a funded plan.

The following table summarizes the principal assumptions used for Defined benefit obligation and related disclosures:

Note:

(a) represents accumulated past cost of gratuity benefit pertaining to the employees of the erstwhile Seeinfobiz (since merged with the Company – refer Note 40) expensed to the statement of profit and loss.

(b) Service cost includes accumulated past cost of gratuity benefit pertaining to the employees of the erstwhile Seeinfobiz (since merged with the Company – refer Note 40) expensed to the statement of profit and loss.

The estimates of future salary increase, considered in actuarial valuation, take account of infation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

The Company continues to fund to the trust in next year by reimbursing the actual pay-outs.

Compensated leave absences recognized in the statement of profit and loss is Rs. 131.13 (31 March 2013: Rs. 44.54).

6. Amalgamation of Seeinfobiz Private Limited

During the year ended 31 March 2013, Seeinfobiz Private Limited (hereinafter referred to as ''Seeinfobiz''), a company engaged in the business of providing technical and professional services in the feld of business intelligence solutions, e-Business solutions, Enterprise Application Integration and providing software solutions and IT outsourcing services, was amalgamated into the Company pursuant to the Scheme of Amalgamation (hereinafter referred to as "Scheme"), as on and from 1 April 2012, being the appointed date pursuant to the approval of Board of Directors and shareholders of the Company and sanctioned by the Honorable High Court of Bombay vide its order dated 18 April 2013 which was fled with Registrar of Companies on 22 May 2013.

The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Honorable High Court of Bombay. The required disclosures for accounting of scheme as per the ''Pooling of Interest Method'' as given under Accounting Standard 14 (AS 14) ''Accounting for Amalgamations'' as prescribed under the Companies (Accounting Standards) Rules 2006 have been provided.

Hence, in accordance with the Scheme:

a. The Company has taken over all the assets aggregating to Rs. 830.97 Lakhs and liabilities aggregating to Rs. 655.25 Lakhs at their respective book values. Also, as per the scheme, the identity of reserves of Seeinfobiz aggregating to Rs. 170.72 Lakhs is required to be maintained by the Company as on the appointed date;

b. Pursuant to Scheme, the Company has issued and allotted 8 equity shares of face value of Rs. 10 each, fully paid-up to the Shareholders of Seeinfobiz for every 1 equity share of face value of Rs. 10 each, fully paid-up held by the Shareholders of Seeinfobiz. Accordingly, 400,000 equity shares of face value of Rs. 10 each, fully paid-up has been issued and allotted to the Shareholders of Seeinfobiz. As per the Scheme approved by the Honorable High Court of Bombay, such excess consideration paid over the net assets acquired, amounting to Rs. 35.00 Lakhs, is required to be debited to the "Goodwill Account" of the Company;

c. The financial results for the year ended 31 March 2013 include the income and expenses of Seeinfobiz;

d. The accumulated retained earnings (surplus in the statement of profit and loss) of Seeinfobiz as at 31 March 2012 amounting to Rs..170.72 Lakhs was aggregated with the corresponding balance of the Company as at that date; and

e. Further, for the year ended 31 March 2013, as Seeinfobiz carried on its existing business in trust for and on behalf of the Company, all vouchers, documents etc. for the year ended 31 March 2013 were in the name of Seeinfobiz. The title deeds, licenses, agreements, loan documents etc., were being transferred in the name of the Company.

Had the Scheme not prescribed the aforementioned accounting treatment and the Company had followed the accounting treatment prescribed under AS 14, there would not have been any Goodwill on Merger arising out of excess arising against consideration paid over the net assets acquired.

The total goodwill amounting to Rs. 35.00 Lakhs has been amortised by the Company over a period of 5 years.

7. Employee Stock Option Scheme (ESOS)

Stock option scheme 2008 (''ESOS - 2008'')

In September 2008, the Board of the Company approved the ASL Employee Stock Option Scheme 2008 ("ESOS - 2008"), which covered the employees and directors (except Promoter Director) of the Company including its subsidiaries. The Scheme was administered and supervised by the members of the ''Remuneration / Compensation Committee'' of the Board (the ''Committee'').

As per the Scheme, the Committee issued stock options to the employees at an exercise price which was equal to market price i.e. the latest available closing price prior to the date of the grant as quoted on National Stock Exchange of India Limited or as determined by the compensation committee and payable by the grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price was not less than Rs. 90 per option.

Further, the participants had right to exercise the options within a period of one year commencing after 12 months from the date of vesting of the options.

Employee stock option scheme 2010 (''ESOS – 2010'')

In August 2010, the Board of the Company approved the ASL Employee Stock Option Scheme 2010 (''ESOS – 2010''), which covers the employees and directors (except Promoter Director) of the Company including its subsidiaries. The Scheme is administered and supervised by the members of the ''Remuneration / Compensation Committee'' of the Board (the ''Committee'').

As per the Scheme, the Committee issued stock options to the employees at an exercise price which was the market price i.e. the latest available closing price prior to the date of the grant as quoted on National Stock Exchange of India Limited or as determined by the compensation committee and payable by the grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price was not be less than Rs. 90 per option.

Further, the participants had right to exercise the options within a period of one year commencing after 12 months from the date of vesting of the options.

The Company applies the intrinsic value based method of accounting for determining compensation cost for its stock- based compensation plan. Had the compensation cost been determined using the fair value approach, the Company''s net income and basic and diluted earnings per share as reported would have reduced to the proforma amounts as indicated:

8. Other information

Information with regards to other matters specified in Revised Schedule VI is either Nil or not applicable to the Company for the year.

9.Previous year''s financial statements were audited by a firm of chartered accountants other than B S R & Co. LLP. The figures for the previous year have been regrouped / rearranged wherever necessary to conform to the current year''s presentation. These balances have been relied upon by the current auditors of the Company.


Mar 31, 2013

1. Corporate Information:

Since 1997, Aurionpro has created and delivered comprehensive solutions to streamline corporate banking, treasury, fraud prevention and risk management, governance and compliance, and more. Aurionpro completed one of the frst commercial Check 21 deployments. Fueled by deep banking domain expertise and industry exposure, Aurionpro performed pioneering work for several leading Asian private sector banks in the areas of Corporate Banking, Treasury and Risk Management. The company provides valuable operational and technical experience in helping banks provide new and innovative products to their customers.

Aurionpro also prides itself on depth and breadth of IT consulting expertise, fexibility and ease of adaptation to effective development and support methodologies, assurance of precise and timely inter-company communications, timeliness of project realization, security of proprietary data and business processes, transfer and retention of business and technical knowledge, responsiveness to unforeseeable resource and skill-specifc requirements, and mitigation of fnancial and political risk.

Refecting its deep domain expertise in the feld of banking and fnancial applications, the company numbers as customers more than 90 banks and fnancial institutions across the US, Europe, Middle East, South East Asia and South Asia.

2. Inventories

The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year end consisted of computer software under development amounting to Rs. 777.83 Lacs (P.Y. Rs. 507.99 Lacs), shown as work-in-progress.

3. Unearned Revenue

Unearned Revenue as at March 31, 2013 amounting to Rs. 38.87 Lacs (P.Y. Rs. 88.41 Lacs) primarily consisted of client billing on fxed price and fxed time frame contract for which related cost was not Incurred as at the Balance Sheet date.

4. Acquisition/Merger of Subsidiaries

1. The wholly owned subsidiary of the Company viz, Aurionpro Solutions Inc, USA in May 2012 entered a Letter of Intent (LOI) with Enline PLC, UK to acquire all the shares from the shareholders of Enline through composite deal of Cash and swap of equity shares of Enline PLC., U.K. for equity shares of Aurionpro Solutions Limited. As per LOI, an amount of GBP 3,00,000 and 1,19,709 equity shares of the Company shall be paid as consideration to the shareholders of Enline. The cash consideration is accretive to the Company against their EBITDA for the frst year; the subsequent years being on an earn–out basis. In respect of 1,19,709 equity shares to be allotted for consideration other than cash for acquisition of Enline PLC, application for statutory approval has been made by the Company. The shares shall be allotted once the approval is received.

2. The wholly owned subsidiary of the Company viz, Aurionpro Solutions Inc, USA, in February 2011 entered into an Asset Purchase Agreement with Virat, Inc, USA to acquire all the assets of Virat through composite deal of Cash and swap of equity shares of Enline PLC., U.K. for equity shares of Aurionpro Solutions Ltd. In respect of 1,00,000 equity shares to be allotted for consideration other than cash for acquisition of Virat Inc, application for statutory approval has been made by the Company. The shares shall be allotted once the approval is received.

3. As per the Hon''ble Bombay High Court Order dated April 18, 2013, Seeinfobiz Pvt. Ltd. (hereinafter referred as "transferer company")has been merged with the Company under the scheme of amalgamation, with appointed date as April 1, 2012 and effective date as May 22, 2013. Accordingly, the Company shall allot 4,00,000 equity shares to the shareholders of transferer company. Hence, current year''s fgures to that extent are not comparable with the previous year fgures.

In accordance with the said Scheme and as per the approval of the Hon''ble High Court:

a. The assets and liabilities of the transferor company have been transferred to and vested with the Company with effect from April 1, 2012 and have been incorporated in the fnancial statements of the Company in the same manner and form as they appear in the fnancial statements of the transferor Company under the pooling of interest method of accounting for amalgamation.

b. As mentioned in the scheme of amalgamation, 8 Equity shares of Rs.10/- each fully paid up are to be issued to the equity share holders of transferor Company for every 1 Equity Shares of face value of Rs.10/- each. Accordingly, 4,00,000 Equity shares of Rs.10/- each fully paid up will be issued to the equity share holders of transferor Company whose names are registered in the register of members on record date, without payment being received in cash. Pending allotment as at the Balance Sheet date, the face value of such shares has been shown as "Equity Share Suspense".

c. Excess of paid up value of Equity Shares to be issued and allotted over net assets taken over by the Company of Rs. 35.00 Lacs has been debited to Goodwill Account as prescribed by the Scheme, instead of adjusting the same with Reserves. Had the Scheme not prescribed this accounting treatment, the aggregate amount of Rs.170.72 Lacs would have been debited to Reserves.

d. From the effective date, the authorized share capital will stand increased to Rs. 26,15,00,000 consisting of 2,61,50,000 Equity Shares of Rs.10/- each.

4. Employee Retirement Benefts

Gratuity: In accordance with the applicable Indian Laws, the Company provides for gratuity, a defned beneft retirements plan (Gratuity Plan) for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee''s last drawn salary and for the years of employment with the company.

The following table set out the status of the gratuity plan as required under AS 15

The estimates, of future salary Increases, considered in actuarial valuation, take into account infation, seniority promotion and other relevant factors such as supply and demand factors in the job market.

5. Segment Reporting

The main business of the Company is to provide "IT Services". All other activities of the Company revolve around the main business. There is only one reportable business segment and one geographical segment. Hence, disclosure pursuant to the Accounting Standard -17 on ´Segment Reporting´ issued by the Institute of Chartered Accountants of India are not applicable.

6. Related Party Disclosures

A. Related parties and their relationship:

i. Key Management Personnel:

a) Mr. Vishwanath Prabhu, Chairman

b) Mr. Amit R Sheth, Managing Director

c) Mr. Sanjay A Desai, Executive Director

ii. Subsidiaries: a) Aurionpro Solutions Pte Ltd., Singapore (from April 1, 2003)

b) Aurionpro Solutions Inc, USA (from December 13, 2005)

c) Aurionpro Solutions SPC, Bahrain (from April 1, 2006)

d) Auroscient Outsourcing Ltd., India (from July 10, 2006)

e) E2E Infotech Ltd, UK (from July 1, 2007)

f) Aurionpro Solutions (HK) Ltd., Hong Kong (from October 1, 2007)

g) Integro Technologies Pte Ltd., Singapore (from December 7, 2007)

h) Integro Technologies SDN, BHD, Malaysia

(from December 7, 2007) i) Integro Technologies Company Limited, Thailand

(from April 27, 2011) j) Aurofdel Outsourcing Ltd., India

(from March 8, 2008) k) Sena Systems (India) Pvt. Ltd., India

(from April 1, 2008) l) Aurionpro SCM Pte Ltd, Singapore

(from November 9, 2009) m) Aurionpro Solutions PTY Ltd., Australia

(from December 17, 2009) n) Kairoleaf Analytics (S) PTE Ltd., Singapore

(from April 1, 2010) o) PT Aurionpro Solutions, Indonesia

(from August 1, 2011) p) Enline PLC, United Kingdom

(from April 1, 2012)

7. Operating Leases

The Company has various operating leases for offce premises and related facilities that are renewable after the expiring of primary period of Lease at the option of Lessor and Lessee. Rental expenses for operating leases Included in the Statement of Proft & Loss for the year is Rs. 378.27 Lacs ( P. Y . Rs. 339.95 Lacs)

8. Impairment of Assets

The Company has determined that the carrying cost of assets is not less than recoverable amount and hence there is no impairment loss to the assets during the year to which Accounting Standard 28 - "Impairment of Assets" applies.

9. Capital Commitments and Contingent Liabilities

Particulars (Rs. Lacs) 2012–13 2011–12

Capital Commitments

Estimated amount of contracts 300.00 35.16 remaining to be executed on capital account and not provided for

Contingent Liabilities Nil Nil

10. Quantitative Details

The company is primarily engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act, 1956.

11. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into Force form October 2, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay interest to Micro and Small enterprises on amounts overdue beyond the specifed period irrespective of the terms agreed with the suppliers. For the purpose of identifcation of such suppliers, the Company has sent confrmations to all its suppliers. Based upon the confrmations received so far and the suppliers'' profle available with the Company, the following

12. Employee Stock Option Scheme (ESOS)

In accordance with the ESOS – 2008 and ESOS – 2010 of the Company the employee have been offered options as per eligible criteria fxed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned

against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS – 2008 and ESOS – 2010, 20% can be exercised by the end of frst year from the date of grant of options i.e. after May 31, 2010 and April 5, 2012, respectively, 30% can be exercised at the end of second year from the date of grant of the options i.e. after May 31, 2011 and April 5, 2013, respectively and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after May 31, 2012 and April 5, 2014, respectively.

In respect of options granted above, the accounting value of options is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Statement of Proft & loss in respect of ESOS Plan -2008.

13.

The Company has sent letters to the Banks, Sundry Debtors, Sundry Creditors, etc. to confrm the balance as at March 31, 2013. Wherever balance confrmation is not received, balance as per books of account has been considered and relied upon. In the opinion of the Board, since the amounts due from / to are fully recoverable / payable, no material difference is expected to arise at the time of settlement, requiring accounting effect in the current fnancial year.

14.

In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequately made.

15.

Previous year''s fgures have been regrouped / reclassifed / restated wherever necessary. Since Seeinfobiz Pvt. Ltd. has amalgamated with Aurionpro Solutions Ltd., appointed date for the amalgamation being April 1, 2012, the current year''s fgures of the Company to that extent are not comparable with those of the previous year.


Mar 31, 2012

1. Corporate Information

Since 1997, aurionPro has created and delivered comprehensive solutions to streamline corporate banking, treasury, fraud prevention and risk management, governance and compliance, and more. aurionPro completed one of the first commercial Check 21 deployments. Fueled by deep banking domain expertise and industry exposure, aurionPro performed pioneering work for several leading Asian private sector banks in the areas of Corporate Banking, Treasury and Risk Management. The company provides valuable operational and technical experience in helping banks provide new and innovative products to their customers.

aurionPro also prides itself on depth and breadth of IT consulting expertise, flexibility and ease of adaptation to effective development and support methodologies, assurance of precise and timely inter-company communications, timeliness of project realization, security of proprietary data and business processes, transfer and retention of business and technical knowledge, responsiveness to unforeseeable resource and skill-specific requirements, and mitigation of financial and political risk.

Reflecting its deep domain expertise in the field of banking and financial applications, the company numbers as customers more than 90 banks and financial institutions across the US, Europe, Middle East, South East Asia and South Asia.

2) Inventories

The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year end consisted of computer software under development amounting to Rs. 50,799.26 thousands (PY. Rs. 49,420.20 thousands), shown as work-in-progress.

3) Unearned Revenue

Unearned Revenue as at March 31, 2012 amounting to Rs.8,841 thousands (P.Y. Rs.2,929 thousands) primarily consisted of client billing on fixed price and fixed time frame contract for which related cost was not incurred as at the Balance Sheet date.

4) Acquisition/Merger of Subsidiaries

The Company in September, 2006 entered into Share Purchase Agreement (SPA) effective retrospective from April 1, 2006 with the owner of SPS Corporation, USA to acquire all the 1000 shares of SPS Corporation, USA for a consideration of USD 49,97,800 payable in three tranches out of which 1st & 2nd tranches of the consideration and the part payment of 3rd tranche has been made. The Company had made the provision for the balance payment of the 3rd tranche amounting to USD 5,64,340 (Rs.25,198 thousand). However, pursuant to management decision, during the year the same has been reversed as it is no longer payable and investment has been reduced to that extent.

5) Employee Retirement Benefits

Gratuity: In accordance with the applicable Indian Laws, the Company provides for gratuity, a defined benefit retirements plan (Gratuity Plan) for all employees .The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee's last drawn salary and for the years of employment with the company.

The following table set out the status of the gratuity plan as required under AS 15

The estimates, of future salary increases, considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors such as supply and demand factors in the employment market.

6) Segment Reporting

The main business of the Company is to provide "IT Services". All other activities of the Company revolve around the main business. There is only one report- able business segment and one geographical segment. Hence, disclosure pursuant to the Accounting Standard -17 on 'Segment Reporting' issued by the Institute of Chartered Accountants of India are not applicable to the financials of the Company.

7) Related Party Disclosures

A. Related parties and their relationship:

i. Key Managerial Personnel:

a) Mr. Vishwanath Prabhu - Chairman

b) Mr. Amit Sheth - Managing Director

c) Mr. Sanjay Desai - Executive Director

ii. Subsidiaries:

a) AurionPro Solutions Pte Ltd., Singapore (from April 1, 2003)

b) AurionPro Solutions, INC USA (from December 13, 2005)

c) AurionPro Solutions, SPC Bahrain (from April 1, 2006)

d) Auroscient Outsourcing Ltd. (from July 10, 2006)

e) E2E Infotech Ltd, UK (from July 1, 2007)

f) AurionPro Solutions (HK) Ltd., Hong Kong (from October 1, 2007)

g) Integro Technologies Pte Ltd., Singapore (from December 7, 2007)

h) Integro Technologies SDN, BHD, Malaysia (from December 7, 2007)

i) Integro Technologies Company Limited, Thailand (from April 27, 2011)

j) Aurofidel Outsourcing Ltd. (from March 8, 2008) k) Sena Systems (India) Pvt. Ltd. (from April 1, 2008) l) AurionPro SCM Pte Ltd, Singapore (from November 9, 2009) m) AurionPro Solutions PTY Ltd., Australia (from December 17, 2009) n) Kairoleaf Analytics (S) PTE Limited (from April 1, 2010) o) PT AurionPro Solutions, Indonesia (from August 2011)

8) Operating Leases

The Company has various operating leases for office premises and related facilities that are renewable after the expiring of primary period of Lease at the option of Lessor and Lessee. Rental expenses for operating leases included in the income statement for the year is Rs.33,995 thousands (P.Y. Rs.19,504 thousands)

9) The Company has determined that the carrying cost of assets is not less than recoverable amount and hence there is no impairment loss to the assets during the year to which Accounting Standard 28 - "Impairment of Assets" applies.

10) Quantitative Details

The company is primarily engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act, 1956.

11) Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into Force form 2nd October, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay interest to Micro and Small enterprises on amounts overdue beyond the specified period irrespective of the terms agreed with the suppliers. For the purpose of identification of such suppliers, the Company has sent confirmations to all its suppliers. Based upon the confirmations received so far and the suppliers' profile available with the Company, the following disclosures are made for the amounts due to the MS&M Enterprises.

Of the above, the Company has remitted (USD 66,916.42/-) Rs.34,31,474.20/- in foreign currency on account of dividends during the year to 2010-11 to Non Resident shareholders holding 15,59,761 shares & remittance to other shareholders in Indian currency.

12) Employee Stock Option Scheme (ESOS)

In accordance with the ESOS - 2008 and ESOS - 2010 of the Company, the employees have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs.10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS - 2008 and ESOS - 2010, 20% can be exercised by the end of first year from the date of grant of options i.e. after May 31, 2010 and April 5, 2012, respectively, 30% can be exercised at the end of second year from the date of grant of the options i.e. after May 31, 2011 and April 5, 2013, respectively and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after May 31, 2012 and April 5, 2014, respectively.

In respect of options granted above, the accounting value of options is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Profit & loss Ac- count in respect of ESOS Plan -2008. During the year, 6849 shares of Rs.10/- each out of 200000 vested options from ESOS - 2008, at a premium of Rs.131.75 per share, were exercised by the employees.

(a) has no associates

(b) has loans and advances in the nature of loans, wherein there is no repayment schedule.

(c) has loans and advances in the nature of loans to the above Companies in which directors are interested.

13) The Company has sent letters to the Banks, Sundry Debtors, Sundry Creditors, etc. to confirm the balance as at March 31, 2012. Wherever balance confirmation is not received, balance as per books of ac- count has been considered & relied upon. In the opinion of the Board, since the amounts due from / to are fully recoverable / payable, no material difference is expected to arise at the time of settlement, requiring accounting effect in the current financial year.

14) In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequate and not in excess of the amount reasonably stated.

15) The financial statements for the year ended March 31, 2011 were prepared as per the then applicable Scheduled VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared in compliance with the revised Schedule VI. Accordingly, the previous year figures have also been reclassified / regrouped / restated to conform to current year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of the financial statements.


Mar 31, 2011

I. Unearned Revenue:

Unearned Revenue as at March 31, 201 I amounting to Rs.2,929 thousands (P.Y. Rs. 1,441 thousands) primarily consist of client billing on fixed price and fixed time frame contract for which related cost have not yet been incurred.

1. Operating Leases:

The Company has various operating leases for office premises and related facilities that are renewable after the expiring of primary period of Lease at the option of Lessor and Lessee. Rental expenses for operating leases included in the income statement for the year is Rs. 19,506 thousands (P.Y. Rs. 17,733 thousands)

2. Quantitative Details:

The company is primarily engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3,4C and 4D of part II of Schedule VI of the Companies Act, 1956.

3. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into Force form 2"d October, 2006, the Company is required to identify the Micro, Small and Medium suppliers and pay interest to Micro and Small enterprises on amounts overdue beyond the specified period irrespective of the terms agreed with the suppliers. For the purpose of identification of such suppliers, the Company has sent confirmations to all its suppliers. Based upon the confirmations received so far and the suppliers' profile available with the Company, the following disclosures are made for the amounts due to the MS&M Enterprises.

4. Acquisition/Merger of Subsidiaries:-

a. The Company in September, 2006 entered into Share Purchase Agreement (SPA) effective retrospective from April I, 2006 with the owner of SPS Corporation, USA to acquire all the 1000 shares of SPS Corporation, USA for a consideration of USD 4,997,800 payable in three tranches out of which I" & 2nd tranches of the consideration and the part payment of 3rd tranche has been made. The Company has made the provision for the balance payment of the 3rd tranche amounting to USD 564,340 (Rs.25,198 Thousand).

b. Silicon Tech Corp entered into an agreement dated April I, 2010 with Aurionpro Solutions Inc, USA to merge business and undertaking thereof has been merged with Aurionpro Solutions Inc., with effect from April 1, 2010. Pursuant to the terms of the aforesaid agreement ,all the issued and outstanding shares of the common stock of Silicon Tech Corp were cancelled and the Company received 1,90,520 shares of Aurionpro Solutions Inc, USA in consideration for the aforesaid merger.

c. SENA Systems Inc, USA entered into an agreement dated June 8, 2010 with Aurionpro Solutions Inc, USA to merge business and undertaking thereof has been merged with Aurionpro Solutions Inc., with effect from July I, 2010. Pursuant to the terms of the aforesaid agreement, all the issued and outstanding shares of the common stock of SENA Systems INC, USA were cancelled and the Company received 3,06,515 shares of Aurionpro Solutions Inc, USA in consideration for the aforesaid merger.

d. Pursuant to the scheme of amalgamation of the erstwhile, E2E Infotech (India) Pvt. Ltd. engaged in providing consultancy in computer programming, a wholly owned subsidiary of the Company and Kairoleaf Analytic Pvt. Ltd. engaged in the business of software consultancy service (hereinafter referred as 'transferor' Companies), with the Company was approved by the Hon'ble High Court of Judicature at Bombay vide its Order dated June 10, 2011. The Scheme became effective on July 11,201 I, the appointed date of the Scheme being April 1,2010.

In accordance with the said Scheme and as per the approval of the Hon'ble High Court:

1. The assets and liabilities of the transferor companies have been transferred to and vested with the Company with effect from April 1, 2010 and have been incorporated in the financial statements of the Company in the same manner and form as they appear in the financial statements of the transferor Companies under the pooling of interest method of accounting for amalgamation. The accumulated losses of a transferor Company namely Kairoleaf Analytic Pvt. Ltd. of Rs. 12.10 lacs have been adjusted against reserve of the Company.

2. As mentioned in the scheme of amalgamation, 13.43 Equity shares of Rs. 10/- each fully paid up are to be issued to the equity share holders of one of the transferor Companies, namely Kairoleaf Analytic Pvt. Ltd. for every 10 Equity Shares of face value of Rs. 10 each. Accordingly, 10,81,961 Equity shares of Rs. 10/-each fully paid up were issued to the equity share holders of one of the transferor Company, namely Kairoleaf Analytic Pvt. Ltd. whose names are registered in the register of members on record date, without payment being received in cash. Pending allotment as at the Balance Sheet date, the face value of such shares has been shown as "Equity Share Suspense". The Company has since allotted the shares on August 8,2011.

3. Since one of the transferor Company, namely E2E Infotech (India) Pvt. is a wholly owned subsidiary of the Company, 10,000 Equity shares of the aforesaid transferee Company held by the Company have been cancelled and no consideration is paid.

4. Excess of paid up value of Equity Shares to be issued and allotted over net assets taken over by the Company of Rs.27.63 lacs has been debited to Goodwill Account as prescribed by the Scheme, instead of adjusting the same with Reserves. Had the Scheme not prescribed this accounting treatment, the aggregate amount of Rs.27.63 lacs would have been debited to Reserves.

5. From the effective date, the authorized share capital will stand increased to Rs.26,10,00,000 consisting of 2,61,00,000 Equity Shares of Rs. 10 each.

6. Capital Commitments and Contingent Liabilities:

(Rs. in thousands)

Particulars 2010-11 2009-10

Contingent Liabilities

Outstanding guarantees given by banks 20,703 2,978

7. Employee Benefits:-

Gratuity: In accordance with the applicable Indian Laws, the Company provides for gratuity, a defined benefit retirements plan (Gratuity Plan) for all employees The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee's last drawn salary and for the years of employment with the company.

8. Related Party Transactions (in respect of related party relationships during the reporting period):

A. Name of the related parties:

i. Key Managerial Personnel:

a) Vishwanath Prabhu- CEO and Chairman (with effect from December 22,2010)

b) Amit Sheth - Managing Director

c) Sanjay Desai - Executive Director

ii Subsidiaries:

a) AurionPro Solutions Pte Ltd., Singapore (from April 1,2003)

b) AurionPro Solutions, INC USA (from December 13,2005)

c) AurionPro Solutions, SPC Bahrain (from April 1,2006)

d) Auroscient Outsourcing Ltd. India (from July 10,2006)

e) E2E Infotech Ltd, UK (from July 1,2007)

f) AurionPro Solutions (HK) Ltd., Hong Kong (from October 1,2007)

g) Integra Technologies Pte Ltd., Singapore (from December 7,2007)

h) AuroFidel Outsourcing Ltd. India (from March 8,2008)

i) Sena Systems INC, USA (from April 1,2008) (Merged with Aurionpro Solutions, INC USA w.e.f July 1,2010).

j) Silicon Techno Corp. USA (from October 1,2009) (Merged with Aurionpro Solutions, INC USA w.e.f April 1,2010).

k) Aurionpro Solutions PTY Ltd., Australia (from December 17,2009)

l) Kairoleaf Analytics (S) Pte Ltd, Singapore (from April 1,2010)

m) Aurionpro SCM Pte Ltd, Singapore (from November 9,2009)

n) Sena Systems (India) Pvt. Ltd. lndia(from April 1,2008)

o) Integro Technologies SDN, BHD, Malaysia (from December 7,2007)

p) AurionPro SCM, INC, USA (From October 15,2010)

9. Employee Stock Option Scheme (ESOS)

In accordance with the ESOS - 2008 of the Company the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option 20% can be exercised by the end of first year from the date of grant of options i.e. after May 3 1,2010,30% can be exercised at the end of second year from the date of grant of the options i.e. after May 31, 201 I and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after May 31,2012.

In respect of options granted above, the accounting value of options is Nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Profit & loss Account in respect of ESOS Plan -2008. During the year, option for 47,200 shares of Rs. 10/- each, at a premium of Rs. 131.75 per share, were exercised by the employees.

10. Segment Performance:

The main business of the Company is to provide "IT Services". All other activities of the Company revolve around the main business. There is only one reportable business segment and one geographical segment. Hence, disclosure pursuant to the Accounting Standard -17 on 'Segment Reporting' issued by the Institute of Chartered Accountants of India are not applicable to the standalone financials of the Company.

11. In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known liabilities are adequately made.

12. Disclosures of Loans and Advances to Subsidiaries (Pursuant to Clause 32 of the Listing Agreement)

As at the year-end, the Company

(a) has no associates

(b) has loans and advances in the nature of loans, wherein there is no repayment schedule.

(c) has loans and advances in the nature of loans to the above Companies in which directors are interested.

13. The Company has sent letters to the Banks, Sundry Debtors, Sundry Creditors, etc. to confirm the balance as at 31 * March 201 I. Wherever balance confirmation is not received, balance as per books of account has been considered & relied upon. In the opinion of the Board, since the amounts due from / to are fully recoverable / payable, no material difference is expected to arise at the time of settlement, requiring accounting effect in the current financial year.

14. The previous year's figures have been regrouped and rearranged wherever necessary. Since E2E Infotech (India) Pvt. Ltd. and Kairoleaf Analytic Pvt. Ltd. have amalgamated with the Company, appointed date for amalgamation being April I, 2010, the current year's figures of the Company to that extent are not comparable with those of the previous year.

15. The Company being an information technology services provider is engaged in the development of computer software. The inventory of the company as at the year end consisted of computer software under development amounting to Rs.4.94 Crores, shown as work-in-progress.

16 In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequate and not in excess of the amount reasonably stated.

17. The Company has determined that the carrying cost of assets is not less than recoverable amount and hence there is no impairment loss to the assets during the year to which Accounting Standard 28 - "Impairment of Assets" applies.


Mar 31, 2010

1. The Previous years figures have been regrouped and rearranged wherever found necessary. Figures in bracket indicate previous yearfigures.

2. The balances of sundry debtors and creditors are subject to confirmation.

3. Unearned Revenue:

Unearned Revenue as at 31st March, 2010 amounting to Rs. 1,441 thousands (PY. Rs.231 thousands) primarily consist of client billing on fixed price and fixed time frame contract for which related cost have not yet been incurred.

4. Operating Leases:

The Company has various operating leases for office facilities and related Facilities that are renewable after the expiring of primary period of Lease at the option of Lessor and Lessee. Rental expenses for operating leases included in the income statementfortheyearisRs. 17,733 thousands (P.Y. Rs. 16,782 thousands)

5. Quantitative Detail:

The company is primarily engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3,4C and 4D of part II of Schedule VI of Companies Act, 1956.

6. Acquisition/Merger of Subsidiaries:-

a. The Company in September, 2006 entered into Share Purchase Agreement (SPA) effective retrospective from 1st April, 2006 with the owner of SPS Corporation, USA to acquire all the 1000 shares of SPS Corporation, USA for a consideration of USD 4,997,800 payable in three tranches out of which 1s,& T tranches of the consideration and the part payment of T tranche has been made. The Company has made the provision for the balance payment of the T tranche amounting to USD 564,340 (Rs.28,498 thousands).

b. The Company in October, 2006 entered into Share Purchase Agreement (SPA) with the owner of Coban Corporation, USA to acquire all the 9,450 shares of Coban Corporation, USAfor a consideration of USD 1,125,000 and the same has been paid.

c. SPS Corporation and Cobon Corporation mentioned above have been merged with one of the Companys wholly owned Subsidiary Aurionpro Solutions INCwe.f. 1 "April, 2009 as per the agreement dated 24* March 2009. Accordingly, in terms of the merger, all the outstanding Shares of common stock of SPS Corporation and Cobon Corporation were cancelled and the Company received 277,901 Shares of Aurionpro Solutions Inc. The investment made by the company in SPS Corporation and Cobon Corporation have been transferred in the name of Aurionpro Solutions INC.

d. The Company in December, 2007 entered into Share Purchase Agreement (SPA) with the owner of Integra Technologies Pte. Ltd., Singapore to acquire all the 16,886,029 shares of Integra Technologies Pte. Ltd, Singapore at an agreed price of SGD16,000,000 in three tranches. The Company has made the paymentforall the three tranches.

e. The Company in March 2009, entered into Stock Subscription Agreement (SSA) with Aurionpro Solutions INC, USA for infusion of additional capital of 200,000 shares of Aurionpro Solutions INC, USA at a purchase price of USD 10 per share for an aggregate purchase price of USD 2,000,000 out of which the Company has paid USD 1,000,000 (Rs.51,784 Thousands) during the F.Y. 2008-09 . The addendum to this agreement has been passed on 25* July ,2009 with the consent of board of director of both the companies, subsequently the purchase price of stock subscription agreement have been revised to USD 5 per share and accordingly the Company has not paid any further consideration . The Company has received 200,000 shares of Aurionpro Solutions INC.

f. The Company in March, 2010 entered into Stock Subscription Agreement (SSA) with SENA Systems Inc, USAfor infusion of additional capital of 35 numberofsharesofSENASystemsInc, USAata purchase price ofUSD 20,000 per share for an aggregate purchase price of USD 700,000 and the same has been paid.

g.ln December,2009,theCompanyexecutedaSharePurchasedAgreement("SPA") effectiveretrospectivelyfromOctober 01,2009 with Thar Capital Partners Asia Pte. Ltd, to acquire 2,375,000 share of the purchasing the Silicon Tech Corp. USA for a consideration of US $4,860,000 which have been paid up to 31st March, 2010.

h. The Company has formed a wholly owned subsidiary Aurionpro SCM Pte. Ltd. in Singapore on 9* November, 2009.

i. The Company has formed a wholly owned subsidiary Aurionpro Solutions PTY Ltd in Australia on 1T December, 2009.

j. Silicon Techno Corp entered into an agreement dated April 1,2010 with Aurionpro Solutions Inc, USA to merge business and undertaking thereof has been merged with Aurionpro Solutions Inc., with effect from April 1, 2010. Pursuant to the terms of the aforesaid agreement ,all the issued and outstanding shares of the common stock of Silicon Tech Corp will be cancelled and the Company will receive 1,90,520 shares of Aurionpro Solutions Inc, USA in consideration for the aforesaid merger. The accounting entries of the said merger will be passed in next financial year i.e. 2010-11.

7. The Authorized Capital of the Company has been increased from 18,000,000 to 25,000,000 Equity Shares of Rs.10/- each pursuant to members resolution dated 30th September, 2009.

8. In terms of the approval of the shareholders obtained at the Extra Ordinary meeting of the Company held on 24* May, 2008, the Company on 11th June 2008 has allotted the following securities:

I. 1,935,000 Convertible warrants of Rs. 10/- each to promoters, promoter group and strategic investors at a price of Rs. 425 per share. The Company had received Rs. 42.50 per warrant, being the 10% upfront money against the allotment of warrants.

II. During the period said warrant has been forfeited as the holders of the warrant havent exercised the option from conversion into equity shares with the stipulated time. Simultaneously the amount paid by the warrant holders @Rs. 42.5 per share aggregating to Rs. 82,238 thousands has been forfeited and the same has been transferred to capital reserve.

9. The Company had raised Rs. 270,022 thousands through Initial Public offering (IPO) in October 2005, which comprised of 3,000,247 equity shares of face value of Rs. 10 each issued at a premium of Rs.80 per share. The proceeds from IPO have been utilized by the Company as under:

10. Employee Benefits- Gratuity: In accordance with the applicable Indian Laws, the Company provides for gratuity, a defined benefit retirements plan (Gratuity Plan) for all employees The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employees last drawn salary and for the years of employment with the company.

11. Related Party Transactions (in respect of related parties as of the date of this report): A. Name of the related parties: i. Key Managerial Personnel:

a) AmitSheth- Managing Director

b) Sanjay Desai Executive Chairman & Director ii Subsidiaries:

a) Aurionpro Solutions Pte Ltd, Singapore (from 1stApril, 2003)

b) Aurionpro Solutions INC, USA (from 13* December,2005)

c) Aurionpro Solutions SPC, Bahrain (from 1stApril, 2006)

d) Auroscient Outsourcing Limited, India (from 10th July, 2006)

e) E2E Infotech Ltd, UK(from 1stJuly, 2007)

f) E2E Infotech (India) Pvt. Ltd, India (from 1st July, 2007)

g) Aurionpro Solutions (HK) Ltd, Hong Kong (from 1stOctober, 2007)

h) Integra Technologies Pte Ltd, Singapore (from T December, 2007)

i) Aurofidel Outsourcing Limited (from 8* March, 2008)

j) Sena Systems INC, USA (from 1st April, 2008)

k) Silicon TechCorp, USA (from 1st October, 2009)

l) Aurionpro SCM Pte Ltd, Singapore (from 9th November, 2009)

m) Aurionpro Solutions PTY Ltd, Australia (from 17th December, 2009)

iii Fellow Subsidiaries:

a) Integra Technologies SDN, BHD, Malaysia (from 7* December, 2007)

b) Sena Systems (India) Pvt. Ltd, (India) (from 1stApril, 2008)

12. Employee Stock Option Scheme (ESOS)

In accordance with the ESOS 2008 of the Company granted on 1 st June,2009 the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option.

The minimum vesting period shall be one year from the date of grant. Against each option 20% can be exercised by the end of first year from the date of grant of options i.e. after 31st May, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after 31st May, 2011 and balance 50% can be exercised at the end of third the date of grantoftheoptionsi.e.after31stMay,2012.

In respect of options granted above, the accounting value of options is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Profit & loss Account in respect of ESOS Plan - 2008.

13. Segment Performance:

Disclosure as per Accounting standard ("AS 17 of Segment Reporting") is reported in consolidated accounts of the company. Therefore, the same has not been separately disclosed in line with the provision of AS.

14. In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequate and not in excess of the amount reasonably stated.

As at the year-end, the Company

(a) has no associates

(b) has loans and advances in the nature of loans, wherein there is no repayment schedule.

(c) has loans and advances in the nature of loans to the above Companies in which directors are interested.

 
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