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Notes to Accounts of Cerebra Integrated Technologies Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION:

Cerebra Integrated Technologies Limited (the Company) was incorporated under the Companies Act, 1956 with registered office at Bangalore, India. The company is listed on Bombay Stock Exchange & National Stock Exchange.

The company is engaged in Manufacturing, Trading of Computer Systems, and Peripherals. The company is also in to the business of providing I T Services and e-Waste management.

2. Terms / Rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of an equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of share holders in the Annual General Meeting.

During the year, the Company has not declared any dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the equity share holders.

3. Out of the total issued and paid up capital 92,16,153 (92,16,153) shares of Rs 10/ each have been allotted as fully paid up pursuant to a contract without paying received in cash)

4. Shares held by each shareholder holding more than 5 percent shares specifying the number of shares held

The company has allotted 5.34% interest bearing Foreign Currency Convertible Bond (Dollar bonds), of Dollar 1,00,00,000 on 19th December 2014 having a maturity life of 5 year convertable at any time up to 14th December 2019 into equity Shares of Rs. 10.50 (including premium of Rs. 0.50) at a conversion price of Rs 63.4135 , with a fixed rate of exchange on conversion of Rs 63.4135 per USD During the financial year ended 31 march 2015 the company has converted 60,00,000 Dollar bonds into 3,62,36,280 equity Shares of 10.5 (including premium of Rs. 0.5 ) per Share at a conversion rate of Rs 63.3415 per USD.

Unless the bonds have have been previously redeemed, repurchased and cancelled or converted, the company will redeem the bonds on the maturity date at 100% of the principal amount of the Bonds.

5. Balances of Sundry Debtors, Advances given to parties, Sundry Creditors and advances received from parties are subject to confirmation.

6. Due to Micro, small & medium enterprises

As per the records maintained by the company there are no dues to the Micro, small & medium enterprises as on the date of balance sheet.

7. Related Party Disclosure

Cerebra LPO India Limited Subsidiary

Cerebra Middle East FZCO Subsidiary

Geeta Monitors Private Limited Subsidiary

Cerebra E-Waste Recovery Pte Ltd. Subsidiary

Kranion Technologies Private Ltd Associate company

8. Lease hold land amounting Rs. 5,06,39,394/- (PY- Rs. 5,06,39,394/-) includes 48,564 Sq. Mtrs of land at Narsapura Industrial Area, Kolar Taluk, Kolar District, allotted by Karnataka Industrial Area Development Board (KIADB) on lease cum sale basis for setting up an e-waste recycling plant within a specified period. As per the lease cum sale agreement, KIADB has got the right to determine the lease and forfeit up to 25% of the consideration paid / enhance the compensation payable if the company fails to set up the plant with in the specified period.

9. Share application money amounting Rs 1,34,62,456 (Previous year 1,34,62,456) and advance to a Subsidiary amounting Rs 5,39,29,179 (Previous Year Rs 5,39,29,179) relates to remittance made to Cerebra E waste recovery Pte Limited. As per the Share Purchase Agreement (SPA) entered between the Company and Enviro-Hub Holdings Limited Singapore (Enviro) the subsidiary Company remitted US$ 12,50,000 equivalent to Rs 6,79,76,747 (Previous Year Rs 6,79,76,747) to Enviro on 2nd February 2013 as initial deposit towards acquisition of 100% shares of Enviro's wholly owned subsidiary Cimelia Resource Recovery Pte Limited (Cimelia), a Company in the field of e waste recycling business. However during July 2013 based on the advice given by the consultants and advisors the Company decided to abort the acquisition proposal the acquisition. The Company is negotiating with Enviro seeking refund the initial deposit and is confident of amicable settlement of the matter. Considering the opinion of the consultants no provision is made in the accounts towards this advance.

10. Capital advance includes :

(i) Rs. 4,02,50,000 (Previous Year Rs 4,02,50,000) was advanced to Cimelia Resource Recovery Pte Limited Singapore ( Cimelia) on 24th May 2011 towards technology fee. The payment is made by allotting 23,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(ii) Rs. 6,30,00,000 (Previous Year Rs. 6,30,00,000) was advanced to Restorer Corp Pte Limited, formerly known as Scenic Overseas (S) Pte Limited (Scenic) on 24th May 2011 towards supply of plant and machinery for e waste recycling plant in India. The payment is made by allotting 36,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(iii) Rs. 5,77,50,000 (Previous Year Rs. 5,77,50,000) was advanced to Leytron Technology Pte Limited (Leytron) on 24th May 2011 towards installation and commissioning of the above plant. The payment is made by allotting 33,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(iv) All the above allotments were made based on the approvals obtained from the FIPB, Government of India, and the Bombay Stock Exchange Ltd, Mumbai. On signing the SPA, Scenic and Leytron have agreed to return the shares allotted to them and authorized the Company to do the needful to set off against the advance amount. The Company is expecting the refund of advance by Ciemelia either by cash or by transfer of shares.

(v) Rs. 88,48,000 (Previous Year Rs. 88,48,000) represents balance in advance account from Scenic. US $ 2,25,000 was advanced to Scenic on 24th May 2011 towards supply of plant and machinery against which mobile shredder valued US $ 25,000 was supplied by them so far.

(vi) Further, the Company has obtained an interim injunction order from Honorable Addl. City Civil Court Bangalore restraining the above mentioned parties from alienating, encumbering or creating any manner of charge or third party rights over the shares allotted to them as detailed above.

(vii) On signing the SPA, Scenic and Leytron have agreed to return the shares allotted to them and authorized the Company to do the needful to set off against the advance amount. The Company is expecting the refund of advance by Ciemelia either by cash or by transfer of shares.

(viii) Considering the above, no provision is made in the accounts towards these advances.

11. Trade Receivables includes Rs 21,35,10,773 (P.Y 10,46,07,626/-) outstanding for substantial period. Based on the discussions with these parties the management is confident of recovering these dues and hence no provision has been made in the books.

12. Operating Leases:

The Company has taken various premises under cancelable leases. These lease agreements are normally renewed on expiry.

The lease agreements provide an option to the Company to renew the lease period at the end of the non-cancelable period. There are no exceptional / restrictive convents in the lease agreements.

13. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

Counter guarantee given to the bankers for guarantees issued Rs. 71,03,188/- (Rs. 71,03,188/-)

14. Pursuant to enactment of the Companies Act, 2013, the company has provided depreciation for the year on the basis of the useful life of fixed Asset as prescribed in the Schedule II of the Companies Act, 2013, resulting in higher depreciation of Rs 4620722 for the Year. In respect of fixed asset whose useful life has ended prior to 31st March 2014 an amount of Rs 59265/- has been adjusted to the opening balance of profit and loss account.

15. The figures of the Previous period represent the performance of the Company is for a period of six months i.e., from 1st October 2013 to 31st March 2014 and are not comparable with the current year figures. Figures in bracket relate to previous year. Previous year figures have been regrouped and reclassified wherever necessary to confirm to current year's presentation.


Mar 31, 2014

1. CORPORATE INFORMATION:

Cerebra Integrated Technologies Limited (the Company) was incorporated under the Companies Act, 1956 with registered office at Bangalore, India. The company is listed on Bombay Stock Exchange & National Stock Exchange. The company is primarily engaged in Manufacturing, Trading of Computer Systems, and Peripherals. The company is also in to the business of providing I T Services and e-Waste management.

2) Balances of Sundry Debtors, Advances given to parties, Sundry Creditors and advances received from parties are subject to confirmation.

3) Due to Micro, small & medium enterprises

As per the records maintained by the company there are no dues to the Micro, small & medium enterprises as on the date of balance sheet.

4) Related Party Disclosure

Cerebra LPO India Limited Subsidiary

Cerebra Middle East FZCO Subsidiary

Geeta Monitors Private Limited Subsidiary

Cerebra E-Waste Recovery Pte Ltd. Subsidiary

Key Management Personnel

Name Designation

V Ranganathan Managing Director

K Gururaj Upadya Director

P Vishwamurthy Director

Shridhar S Hegde Whole time Director

5) Lease hold land amounting Rs.5,06,39,394/- (PY- Rs.5,06,39,394/-) includes 48,564 Sq. Mtrs of land at Narsapura Industrial Area, Kolar Taluk, Kolar District, allotted by Karnataka Industrial Area Development Board (KIADB) on lease cum sale basis for setting up an e-waste recycling plant within a specified period. As per the lease cum sale agreement, KIADB has got the right to determine the lease and forfeit up to 25% of the consideration paid / enhance the compensation payable if the company fails to set up the plant with in the specified period.

6) Share application money amounting Rs 1,34,62,456 (Previous year 1,34,62,456) and advance to a Subsidiary amounting Rs 5,45,14,291 (Previous Year Rs 5,45,14,291) relates to remittance made to Cerebra E waste recovery Pte Limited. As per the Share Purchase Agreement (SPA) entered between the Company and Enviro–Hub Holdings Limited Singapore (Enviro) the subsidiary Company remitted US$ 12,50,000 equivalent to Rs 6,79,76,747 (Previous Year Rs 6,79,76,747) to Enviro on 2nd February 2013 as initial deposit towards acquisition of 100% shares of Enviro''s wholly owned subsidiary Cimelia Resource Recovery Pte Limited (Cimelia), a Company in the field of e waste recycling business. However during July 2013 based on the advice given by the consultants and advisors the Company decided to abort the acquisition proposal the acquisition. The Company is negotiating with Enviro seeking refund the initial deposit and is confident of amicable settlement of the matter. Considering the opinion of the consultants no provision is made in the accounts towards this advance.

7) Capital advance includes :

(i) Rs. 4,02,50,000 (Previous Year Rs 4,02,50,000) was advanced to Cimelia Resource Recovery Pte Limited Singapore (Cimelia) on 24th May 2011 towards technology fee. The payment is made by allotting 23,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(ii) Rs. 6,30,00,000 (Previous Year Rs. 6,30,00,000) was advanced to Restorer Corp Pte Limited, formerly known as Scenic Overseas (S) Pte Limited (Scenic) on 24th May 2011 towards supply of plant and machinery for e waste recycling plant in India. The payment is made by allotting 36,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(iii) Rs. 5,77,50,000 (Previous Year Rs. 5,77,50,000) was advanced to Leytron Technology Pte Limited (Leytron) on 24th May 2011 towards installation and commissioning of the above plant. The payment is made by allotting 33,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(iv) All the above allotments were made based on the approvals obtained from the FIPB, Government of India, and the Bombay Stock Exchange Ltd, Mumbai.

(v) Rs. 88,48,000 (Previous Year Rs. 88,48,000) represents balance in advance account from Scenic. US $ 2,25,000 was advanced to Scenic on 24th May 2011 towards supply of plant and machinery against which mobile shredder valued US $ 25,000 was supplied by them so far.

(vi) Further, the Company has obtained an interim injunction order from Honorable Addl. City Civil Court Bangalore restraining the above mentioned parties from alienating, encumbering or creating any manner of charge or third party rights over the shares allotted to them as detailed above.

(vii) Considering the above, no provision is made in the accounts towards these advances.

13) Trade Receivables includes Rs 10,46,07,626/- (P.Y 7,54,70,660/-) outstanding for substantial period. No provision has been made in the books.

8) Operating Leases:

The Company has taken various premises under cancelable leases. These lease agreements are normally renewed on expiry.

The lease agreements provide an option to the Company to renew the lease period at the end of the non-cancelable period. There are no exceptional / restrictive convents in the lease agreements.

Contingent rent recognized in the profit & Loss Account NIL

9) The figures of the current period represent the performance of the Company is for a period of six months i.e., from 1st October 2013 to 31st March 2014 and are not comparable with the previous year figures. Figures in bracket relate to previous year. Previous year figures have been regrouped and reclassified wherever necessary to confirm to current year''s presentation.

d Terms / Rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of an equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of share holders in the Annual General Meeting.

During the year, the Company has not declared any dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the equity share holders.

e Out of the total issued and paid up capital 92,16,153 (92,16,153) shares of Rs 10/ each have been allotted as fully paid up pursuant to a contract without paying received in cash

j. Lease hold land amounting Rs.5,06,39,394/-(PY- Rs.5,06,39,394/-) includes 48,564 Sq. Mtrs of land at Narsapura Industrial Area, Kolar Taluk, Kolar District, allotted by Karnataka Industrial Area Development Board (KIADB) on lease cum sale basis for setting up an e-waste recycling plant within a specified period. As per the lease cum sale agreement, KIADB has got the right to determine the lease and forfeit up to 25% of the consideration paid / enhance the compensation payable if the company fails to set up the plant with in the specified period.

k. Balances of Sundry Debtors, Advances given to parties, Sundry Creditors and advances received from parties are subject to confirmation.

l. As per the Share Purchase Agreement (SPA) entered between the Company and Enviro–Hub Holdings Limited Singapore (Enviro) the subsidiary Company remitted US$ 12,50,000 equivalent to Rs 6,79,76,747 (Previous Year Rs. 6,79,76,747) to Enviro on 2nd February 2013 as initial deposit towards acquisition of 100% shares of Enviro''s wholly owned subsidiary Cimelia Resource Recovery Pte Limited (Cimelia), a Company in the field of e waste recycling business. However during July 2013 based on the advice given by the consultants and advisors the Company decided to abort the acquisition proposal the acquisition. The Company is negotiating with Enviro seeking refund the initial deposit and is confident of amicable settlement of the matter. Considering the opinion of the consultants no provision is made in the accounts towards this advance.

m. Capital advance includes :

i Rs. 4,02,50,000 (Previous Year Rs 4,02,50,000) was advanced to Cimelia Resource Recovery Pte Limited Singapore (Cimelia) on 24th May 2011 towards technology fee. The payment is made by allotting 23,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

ii Rs. 6,30,00,000 (Previous Year Rs. 6,30,00,000) was advanced to Restorer Corp Pte Limited, formerly known as Scenic Overseas (S) Pte Limited (Scenic) on 24th May 2011 towards supply of plant and machinery for e waste recycling plant in India. The payment is made by allotting 36,00,000 equity shares of the Company at a premium of Rs 7.50 Per share..

iii Rs. 5,77,50,000 (Previous Year Rs. 5,77,50,000) was advanced to Leytron Technology Pte Limited ( Leytron) on 24th May 2011 towards installation and commissioning of the above plant. The payment is made by allotting 33,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

All the above allotments were made based on the approvals obtained from the FIPB, Government of India, and the Bombay Stock Exchange Ltd, Mumbai. The Company has obtained an interim injunction order from Honorable Addl. City Civil Court Bangalore restraining the above mentioned parties from alienating, encumbering or creating any manner of charge or third party rights over the shares allotted to them as detailed above. Hence no provision is made in the accounts.

i v Rs 88,48,000 (Previous Year Rs. 88,48,000) represents balance in advance account from Scenic. US $ 2,25,000 was advanced to Scenic on 24th May 2011 towards supply of plant and machinery against which mobile shredder valued US $ 25,000 was supplied by them so far.

n. Trade Receivables and advances include Rs.18,31,99,988/-(Previous Year Rs 14,65,56,431/- outstanding against export of software products and legal process outsourcing services for substantial period. No provision has been made in the books.

o. The figures of the current period represent the performance of the Company is for a period of six months i.e, from 1st October 2013 to 31st March 2014 and are not comparable with the previous year figures. Figures in bracket relate to previous year. Previous year figures have been regrouped and reclassified wherever necessary to confirm to current year''s presentation.

d Terms / Rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of an equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of share holders in the Annual General Meeting.

During the year, the Company has not declared any dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the equity share holders.

e Out of the total issued and paid up capital 92,16,153 (92,16,153) shares of Rs 10/ each have been allotted as fully paid up pursuant to a contract without paying received in cash

f Shares held by each shareholder holding more than 5 percent shares specifying the number of shares held.


Sep 30, 2013

1. CORPORATE INFORMATION:

Cerebra Integrated Technologies Limited (the Company) was incorporated under the Companies Act, 1956 with registered office at Bangalore, India. The Company is a listed on Bombay Stock Exchange & National Stock Exchange. The Company is primarily engaged in Manufacturing, Trading of Computer Systems and Peripherals. The Company is also in to the business of providing IT services and e-Waste management.

a) Due to Micro, small & medium enterprises

As per the records maintained by the company there are no dues to the Micro, small & medium enterprises as on the date of balance sheet.

b) Related Party Disclosure

Cerebra LPO India Limited Subsidiary

Cerebra Middle East FZCO Subsidiary

Cerebra e-Waste Recovery Pte Limited Singapore Subsidiary

Geeta Monitors Private Limited Subsidiary

Kranion technologies Private Limited Associate Company

Key Management Personnel

Name Designation

V Ranganathan Managing Director

K Gururaj Upadya Director

P Vishwamurthy Director

Shridhar S Hegde Whole time Director

P Bharath Chief Operating Officer,

Managing Director of Kranion technologies

c) Lease hold land amounting Rs 5,06,39,394/- (Previous Year Rs 5,06,39,394/-) includes 48,564 sq .mts of land at Narasapura Industrial Area, Kolar Taluk, Kolar District allotted by Karnataka Industrial Area Development Board (KIADB) on lease cum sale basis for setting up an e-waste recycling plant within a specified period. As per the lease cum sale agreement , KIADB has got the right to determine the lease and forfeit up to 25% of the consideration paid/ enhance the compensation payable if the Company fails to set up the plant within the specified period .

d) Share application money amounting Rs 1,34,62,456 (Previous year Nil) and advance to a Subsidiary amounting Rs 5,45,14,291 (Previous Year Rs Nil) relates to remittance made to Cerebra E waste recovery Pte Limited. As per the Share Purchase Agreement (SPA) entered between the Company and Enviro–Hub Holdings Limited Singapore (Enviro ) the subsidiary Company remitted US$ 12,50,000 equivalent to Rs 6,79,76,747 (Previous Year Nil) to Enviro on 25th January 2013 as initial deposit towards acquisition of 100% shares of Enviro''s wholly owned subsidiary Cimelia Resource Recovery Pte Limited (Cimelia), a Company in the field of e waste recycling business. However during July 2013 based on the advice given by the consultants and advisors the Company decided to abort the acquisition proposal the acquisition. The Company is negotiating with Enviro seeking refund the initial deposit and is confident of amicable settlement of the matter. Considering the opinion of the consultants no provision is made in the accounts towards this advance.

e) Capital advance includes :

(i) Rs. 4,02,50,000 (Previous Year Rs 4,02,50,000) was advanced to Cimelia Resource Recovery Pte Limited Singapore (Cimelia) on 24th May 2011 towards technology fee. The payment is made by allotting 23,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(ii) Rs. 6,30,00,000 (Previous Year Rs. 6,30,00,000) was advanced to Scenic Overseas (S) Pte Limited (Scenic) on 24th May 2011 towards supply of plant and machinery for e waste recycling plant in India. The payment is made by allotting 36,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

(iii) Rs. 5,77,50,000 (Previous Year Rs. 5,77,50,000 ) was advanced to Leytron Technology Pte Limited ( Leytron) on 24th May 2011 towards installation and commissioning of the above plant. The payment is made by allotting 33,00,000 equity shares of the Company at a premium of Rs 7.50 Per share.

All the above allotments were made based on the approvals obtained from the FIPB, Government of India, and the Bombay Stock Exchange Ltd, Mumbai. On signing the SPA, Scenic and Leytron have agreed to return the shares allotted to them and authorized the Company to do the needful to set off against the advance amount. The Company is expecting the refund of advance by Cimelia either by cash or by transfer of shares. Hence no provision is made in the accounts.

(iv) Rs 88,48,000 (Previous Year Rs. 88,48,000) represents balance in advance account from Scenic. US $ 2,25,000 was advanced to Scenic on 24th May 2011 towards supply of plant and machinery against which mobile shredder valued US $ 25,000 was supplied by them so far.

f) Trade Receivables include Rs. 7,54,70,660/- (Previous Year Rs 7,51,44,470/-) outstanding against export of software products for substantial period. The customer has promised to remit the entire dues before 31st March 2014 and hence no provision is made.

Balances of Sundry Debtors, Advances given to parties, Sundry Creditors and advances received from parties are subject to confirmation.

g) OPERATING LEASES:

The Company has taken various residential / commercial premises under cancelable operating leases. These lease agreements are normally renewed on expiry.

The lease agreements provide an option to the Company to renew the lease period at the end of the non-cancelable period. There are no exceptional / restrictive covenants in the lease agreements.

Contingent rent recognized in the Profit & Loss Account NilThe operating lease arrangements are renewable on a periodic basis. Some of these lease agreements have price escalation clauses.

h) Previous year figures have been regrouped and reclassified wherever necessary to confirm to current year''s presentation.


Sep 30, 2010

1. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for Rs-Nil (Previous Year Rs. Nil)

2. Contingent Liabilities in respect of

a) Counter Guarantees given to the bankers for guarantees issued Rs 71.03 lacs Previous Year Rs.71.03.lacs)

b) Disputed demand for Sales tax matters Rs 9.24 lacs (Previous year Rs.9.24 lacs)

c) Disputed demand for Income Tax Matters Rs.16.00 Lacs (Previous year Rs.16.00 Lacs)

3. Auditors Remuneration

for Statutory Audit Rs. 50,000/- (Previous Year Rs.50,000/-)

for Tax Audit Rs. 50,000/- (Previous Year Rs.50,000/-)

for Certification Rs. 45,000/- (Previous Year Rs. 46,000/-)

for Reimbursement of expenses 3550/- (Previous year Rs. Nil)

4. Loans & Advances include Rs 130.63 Lacs (Previous Year Rs. 123.14.lacs )due from Kranion Technologies Pvt Ltd, a company under the same management. Maximum amount outstanding at any time during the year Rs 130.63 lacs (Previous Year Rs. 123.14lacs).

5. Impairment of Assets

In the view of Accounting standard required by AS-28" impairment of Assets" ICAI, the company has reviewed its fixed assets and does not expect any loss as on 30.09.2010 on account of impairment.

6. Selling and Distribution expenses include Rs. Nil (previous year Rs. Nil) towards commission to Selling Agents. The company did not have Sole Selling Agents.

7. Balances of Sundry Debtors, Advances given to parites, Sundry Creditors and advances received from parties are subject to confirmation.

8. During the year 881500 Equity shares of Rs.10/- each fully paid up were allotted at par.

9. Cerebra Europe Ltd.

The company has advanced Rs.22.79 Lacs to Cerebra Europe Limited incorporated in United Kingdom including the advance of Rs. 14.29 lacs during the year 2007-08 towards equity participation in the company. Pending allotment of shares in Cerebra Europe Limited the amount is shown under Loans and Advances in Current Assets. The Company tied up with Cerebra Europe Ltd. for carrying on the business for marketing of its IT Services in the United Kingdom, which may eventually be converted into a subsidiary of the company.

10. Cerebra LPO India Limited-Subsidiary Company

The Company has made the following investments / Loans to the subsidiary company a) Advance towards expenses Rs.112.81 Lacs (Previous Year Rs. 8.96 Lacs)

11. During the year, 8655000 warrants were allotted on 20.04.2010 on preferential basis, convertible within 18 months into equity shares of Rs. 10/- each for cash payable Rs. 2.50 per warrant at the time of allotment.

12. Due to Micro , small & medium enterprises

As per the records maintained by the company there are no dues to the Micro , small & medium enterprises as on the date of balance sheet.

13. ADDITIONAL INFORMATIONION PURSUANT TO THE PROVISIONS OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956

I) Particulars in respect of Licensed/Installed Capacities etc.,

The company is Primarily engaged in Manufacturing, Trading of Computer Systems, Peripherals and I T Services. These activities do not require Industrial Licensing and accordingly information for licensed installed and utilised capacity have not been given.

14. Related Party Disclosure

Cerebra Integrated Technologies Limited- Holding Company

CEREBRA LPO India Limited Fellow Subsidiary Company

Kranion Technologies Private Limited Associated Company

Key Management Personnel

Name Designation

V. Ranganathan Managing Director

K. Gururaj Upadhya Director

P. Vishwa Murthy Director

P. Bharath M D, Kranion Technologies

15. Deferred Tax

The company has not recognised net deferred tax asset in view of prudence.

16. Previous Years figures have been regrouped and reclassified wherever necessary to conform to current years presentation


Sep 30, 2009

1. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for Rs-Nil (Previous Year Rs. . Nil )

2. Contingent Liabilities in respect of

a) Counter Guarantees given to the bankers for guarantees issued Rs 71.03 lacs Previous Year Rs.71.03.lacs)

b) Disputed demand for Sales tax matters Rs 9.83 lacs (Previous year Rs.9.83 lacs)

c) Disputed demand for Income Tax Matters Rs.16.00 Lacs (Previous year Rs.12.41 Lacs)

3. Auditors Remuneration

for Statutory Audit Rs. 50,000/- (Previous Year Rs.44,000/-)

for Tax Audit Rs. 50,000/- (Previous Year Rs.10,000/-)

for Certification Rs. 46,000/- (Previous Year Rs. Nil)

for Reimbursement of expenses Nil (Previous year Rs. Nil)

4. Loans & Advances include Rs 123.14.Lacs (Previous Year Rs.121.14.lacs )due from Kranion Technologies Pvt Ltd, a company under the same management. Maximum amount outstanding at any time during the year Rs 123.14 lacs (Previous Year Rs. 21.14 lacs).

5. IMPAIRMENT OF ASSETS

In the view of Accounting standard required by AS-28" impairment of Assets" ICAI, the company has reviewed its fixed assets and does not expect any loss as on 30.09.2009 on account of impairment.

6. Selling and Distribution expenses include Rs. Nil (previous year Rs. 0.20 Lacs) towards commission to Selling Agents. The company did not have Sole Selling Agents.

7. Balances of Sundry Debtors, Advances given to parties, Sundry Creditors and advances received from parties are subject to confirmation.

8. Canara Bank Account was closed and the residual small credit balance was transferred to Miscellaneous Income.

9. During the year 20,00,000 warrants were converted into 20,00,000 Equity shares of Rs.10/- each fully paid up.

10. Cerebra Europe Ltd.

The company has advanced Rs.21.99 Lacs to Cerebra Europe Limited incorporated in United Kingdom including the advance of Rs. 14.29 lacs during the year 2007-08 towards equity participation in the company. Pending allotment of shares in Cerebra Europe Limited the amount is shown under Loans and Advances in Current Assets. The Company tied up with Cerebra Europe Ltd. for carrying on the business for marketing of its IT Services in the United Kingdom, which may eventually be converted into a subsidiary of the company.

11 Cerebra LPO India Limited

A subsidiary company Cerebra LPO India Limited was incorporated to cater to the Legal supporting services The Company has made the following investments / Loans to the subsidiary company

a) 35,000/-shares of Rs.10/-each as fully paid up Rs. 3.50 Lacs

b) Advance towards expenses Rs. 8.96 Lacs

12. Due to micro, small & medium enterprises

As per the records maintained by the company there are no dues to the Micro , small & medium enterprises as on the date of balance sheet.

13. ADDITIONAL INFORMATIONION PURSUANT TO THE PROVISIONS OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956

I) Particulars in respect of Licensed/Installed Capacities etc.,

The company is Primarily engaged in Manufacturing, Trading of Computer Systems, Peripherals and I T Services. These activities do not require Industrial Licensing and accordingly information for licensed installed and utilised capacity have not been given.

I) Particulars in respect of Licensed/Installed Capacities etc.,

The company is primarily engaged in Manufacturing, Trading of Computer Systems, Peripherals and IT Services. These activities do not require Industrial Licensing and accordingly information for licensed installed and utilised capacity have not been given.

vii) Value of Imports on CIF Basis

Raw Materials including customs duties and other charges Rs.Nil (Previous year Rs. Nil )

ix) The amount remitted in Non Resident Stake holders on account of Dividend to their NRE account

Number of Non Resident Share Holders

Nil ( Previous year Nil)

Number of Shares held by them

Nil equity shares (previous year Nil equity shares)

Year to which the payment of dividend relates

N A

x) Earnings in Foreign Exchange

Export Sales - Software Rs. 50.93 Lacs (Previous year Nil)

Export Sales - Hardware Nil (Previous year Rs.7.87 Lacs)

xi) Expenditure in Foreign Currency:

Raw Materials Nil (Previous Year Nil)

Foreign Travel Nil (Previous Year Rs. 1.67 Lacs)

Others Nil (Previous Year Nil)

14. Related Party Disclosure

Cerebra Integrated Technologies Limited

Holding Company

CEREBRA LPO India Limited

Fellow Subsidiary Company

Kranion Technologies Private Limited

Associated Company

Key Management Personal

Name Designation

V. Ranganathan Managing Director

K. Gururaja Upadhya Director

P. Vishwa Murthy Director

P. Bharath M D , Kranion Technologies

15. Deferred Tax

The company has not recognised deferred tax asset in view of prudence.

Previous Years figures have been regrouped and reclassified wherever necessary to conform to current years presentation

 
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