Home  »  Company  »  Datamatics Global Se  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Datamatics Global Services Ltd.

Mar 31, 2016

d) Rights, preferences and restrictions attached to shares

The Company, at present, has one class of equity shares having a par value of '' 5 per share. Each shareholder is eligible for one vote per share held. The voting rights on Unclaimed Suspense Account shares are frozen till the rightful owner of such shares claims the shares. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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 preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. The Board of Directors, in their meeting held on May 27, 2016 proposed a Final Dividend of '' 0.25 per equity share. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on September 15, 2016. The total dividend appropriation for the year ended March 31, 2016 amounted to '' 44.21 million and corporate dividend tax of '' 6.39 million.

As per the records of the Company, including its register of shareholders / members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

1 In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known liabilities and for depreciation is adequate and not in excess of the amount reasonably necessary.

2 The Company has received confirmations from few Trade receivables, Other receivables and for majority of loans and advances. Remaining Trade receivables, Other receivables, Trade payables and loans and advances are subject to confirmation and reconciliation and consequent impact if any will be adjusted as and when determined.

3 EMPLOYEE BENEFITS

As per Accounting Standard 15 “Employee Benefits”, the disclosures are as under :

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation of leave benefits (unfunded) is also recognized using the projected unit credit method.

4 RELATED PARTY DISCLOSURES

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies

Datamatics Software Services Limited (Merged with DGSL w.e.f. April 1, 2015)

Datamatics Vista Info Systems Limited (Merged with DGSL w.e.f. April 1, 2015)

Cybercom Datamatics Information Solutions Limited Datamatics Global Services Inc.

Datamatics Global Services GmbH

Datamatics Technologies UK Limited

Datamatics Global Technologies Limited

Datamatics Global Technologies AG

Datamatics Infotech Limited

Datamatics Global Services Pty. Limited

Datamatics Global Technologies GmbH (Stepdown Subsidiary)

Cignex Datamatics Corporation (Stepdown Subsidiary)

Cignex Datamatics Technologies Limited (Stepdown Subsidiary)

Cignex Datamatics Inc. USA (Stepdown Subsidiary)

Cignex Datamatics Inc. Michigan (Stepdown Subsidiary)

Cignex Datamatics Pte. Limited (Stepdown Subsidiary)

Cignex Datamatics GmbH (Stepdown Subsidiary)

Datamatics Global Solutions GmbH (Stepdown Subsidiary)

Lumina Datamatics Limited

Datamatics Global Services FZ - LLC

Lumina Datamatics Inc. (Stepdown Subsidiary)

Lumina Datamatics GmbH (Stepdown Subsidiary)

LDR eRetail Limited (Stepdown Subsidiary)

Lumina Datamatics Assessment & Analytics LLC (Stepdown Subsidiary)

LD Publishing and eRetail Limited

Cignex Datamatics UK Limited (Stepdown Subsidiary)

Duo Design LLC (Stepdown Subsidiary)

(B) Key Managerial Personnel

Dr. Lalit S. Kanodia

Mr. Rahul L. Kanodia

Mr. Sameer L. Kanodia

Mr. Vidur V. Bhogilal (till September 21, 2015)

Ms. Divya Kumat

Mr. Siddharth B. Saboo (w.e.f. November 16, 2015)

(C) Relatives of Key Managerial Personnel and Enterprise owned by Key Managerial Personnel

Mrs. Asha L. Kanodia

Mrs. Aneesha Dalmia

Mrs. Priyadarshini Kanodia

Mr. Vidur V. Bhogilal (w.e.f. September 22, 2015)

Datamatics Staffing Services Limited Datamatics Employees Welfare Trust Datamatics Financial Services Limited Amon Technologies Private Limited Datamatics Mangagement Services LLP Anemone Management Consultancy Private Limited Latasha Consultancy Services Private Limited Datascan Services (Partnership Firm)

(D) Holding Company

Delta Infosolutions Private Limited

Note:

Related parties are identified by the Management and relied upon by the auditors.

5 The Company''s significant leasing arrangements are mainly in respect of residential and office premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under “Other Expenses” in Note 25. These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

Note:

(a) Future lease payments are determined on the basis of terms of the lease agreement.

(b) At the expiry of term of the agreement, the Company has an option either to return the leased asset or extend the term by giving a notice in writing.

6 EMPLOYEE STOCK OPTION SCHEME

The Datamatics Employees Welfare Trust (Trust) had purchased 1,753,261 shares of Company for granting stock options to the employees. The purchases are financed by loans from the Company. During the year Trust was liquidated and Rs, 48.59 million has been received and shown as extraordinary items. The amount includes Rs, 40.29 million towards profit on sale of investments and balance towards other income net of expenses over the years.

During the year, an amount of Rs, 2.65 million (Rs, 0.68 million) has been expensed out considering the proportionate vesting period, which has been included in Salaries, Wages, Bonus and Allowances and the balance has been disclosed under Reserves and Surplus as reduction from Employee Stock Option Outstanding.

7 The Company has Rs, 0.89 million (Rs, 3.33 million) as outstanding Loans and Advances (Refer note no. 41 below) and Rs, 670.18 million (Rs, 995.12 million) as investment in three of its 100% Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured financial support. These investments are for long term and are of strategic nature. As the Management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

8 Pursuant to the Scheme of Amalgamation (The Scheme) u/s 391 to 394 of the Companies Act, 1956 read with section 78 and sections 100 to 104 and other applicable provisions of the Companies Act, 2013 for amalgamation of Datamatics Software Services Limited (DSSL) and Datamatics Vista Info Systems Limited (DVISTA) with the Company as sanctioned by Hon''ble High Court of Bombay on April 22, 2016 and the said order was filed with ROC on May 13, 2016 (effective date), all the assets and liabilities of DSSL and DVISTA were transferred to and vested in the Company, without any consideration and ongoing concern basis, with effect from April 1, 2015 (the appointed date). The Scheme has accordingly given effect to in these financial statements.

The amalgamation has been accounted for under the "Purchase Method" as prescribed under Accounting Standard 14

- "Accounting for Amalgamations" (AS 14) issued by the Institute of Chartered Accountants of India and as notified u/s 133 of the Companies Act 2013 read with Rule 7 of the Companies Accounts Rules 2014. Accordingly and giving effect in compliance of the Scheme all the assets and liabilities of DSSL and DVISTA, were recorded in the books of the Company at their fair value and the form as at appointed date in the books of DSSL and DVISTA.

DSSL and DVISTA being the wholly owned subsidiary and step down wholly owned subsidiary respectively of the Company neither any shares are required to be issued nor any consideration is paid. The Equity share capital, Preference share capital and the carrying value of investment in Equity shares and Preference shares in the books of the Company stands cancelled. Accordingly, the difference of '' 124.05 million in DVISTA being the deficit between (A) aggregate value of net assets acquired and (B) value of investments cancelled is debited to Goodwill Account and surplus of Rs, 32.08 million in DSSL between (A) aggregate value of net assets acquired and (B) value of investments cancelled is credited to Capital Reserve as under:

# Loan given to subsidiary gets knocked off as per the Scheme of Amalgamation. (Refer Note 40).

* Inter-Corporate Deposits are given as a part of treasury operations of the Company on following terms :

a) All loans are given to unrelated corporate entities.

b) All loans are short term in nature.

c) All the loans are provided for business purposes of respective entities, repayable on demand with prepayment option to the borrower.

9 During the year, Datamatics Global Services GmbH (DGSG), a subsidiary Company along with its subsidiary Datamatics Global Solutions GmbH (DGSOLG) have filed for voluntary winding up / liquidation / de registration procedure on June 15, 2015. This procedure generally takes at least a year. Considering this fact, DGSG along with its subsidiary viz. DGSOLG is currently carrying on its operations prior to closing as contractually / statutorily required. In view of that, appropriate provision for diminution in the value of investments of Rs, 65.66 million has been made which is Exceptional Item.

10 In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished.

11 As per Companies (Accounting Standards) Rules 2013 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards (''NACAS'') and the relevant provisions of the Companies Act, 2013, to the extent applicable, the carrying value of the asset has been reviewed for impairment of assets and there is no impairment of assets.

12 INTERNATIONAL AND DOMESTIC TRANSFER PRICING

The Management is of the opinion that its international and domestic transactions are at arm''s length as per the independent accountants report for the year ended March 31, 2015. The Management continues to believe that its international transactions and the specified domestic transactions during the current financial year are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

13 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The Company is required to spend '' 6.59 million of which Rs, 1.85 million has been spent on activities specified in Schedule VII of the Companies Act, 2013. The entire amount has been paid during the year.

14 In the year ended March 31, 2015 pursuant to the notification of Schedule II to the Companies Act, 2013, with effect from April 1, 2014, the Company revised the estimated useful life of relevant assets to align the useful life with those specified in Schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of the assets, net of residual value, where the remaining useful life of the asset was determined to be Nil as on April 1, 2014, and adjusted an amount of Rs, 27.40 million (net of deferred tax asset of Rs, 9.27 million) against the opening balance in the Statement of Profit and Loss under Reserves and Surplus.

Consequent to the change in the useful life of the assets, the depreciation expense in the Statement of Profit and Loss for the previous year is higher by Rs, 26.62 million and profit before tax for the year is lower by the like amount.

15 PRIOR PERIOD COMPARATIVE

Previous year figures have been appropriately regrouped / reclassified and rearranged wherever necessary to conform to the current year''s presentation. Previous year figures do not include the figures of erstwhile DSSL and DVISTA which are amalgamated with the Company with effect from April 1, 2015. Consequently, the comparative figures are not comparable with the figures for the year ended March 31, 2016.(Refer Note 40)

16 Figures in brackets pertains to previous year.


Mar 31, 2015

1 COMPANY OVERVIEW

Datamatics Global Services Limited (DGSL) was incorporated on November 3, 1987 as Interface Software Resources Private Limited. The name of the Company was changed to Datamatics Technologies Private Limited on December 18, 1992 . On December 27, 1999, the Company converted itself from a Private Limited Company into a Public Limited Company and the name of the Company was changed to Datamatics Technologies Limited on January 13, 2000. The name of the Company was changed from "Datamatics Technologies Limited" to "Datamatics Global Services Limited" (DGSL) with effect from January 17, 2009.

Datamatics, a trusted partner to several Fortune 500 Companies is a global provider of Information Technology (IT) and Business Process Outsourcing (BPO) and Consulting services. The Company provides business aligned next-generation solutions to a wide range of industry verticals that help enterprises across the world overcome their business challenges and achieve operational efficiencies. These solutions leverage innovations in technology, knowledge of business processes, and domain expertise to provide clients a competitive edge.

a) Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares having a par value ofRs. 5 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The Board of Directors, in their meeting held on May 27, 2015 proposed a Final Dividend of' 0.65 per equity share. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on August 28, 2015. The total dividend appropriation for the year ended March 31,2015 amounted to Rs. 58,949,337 and corporate dividend tax ofRs. 8,032,881.

2 Contingent Liability and Commitments:

Provision is made in the accounts if it becomes probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Contingent Liabilities to the extent not provided for:

March 31, 2015 March 31, 2015

(a) Claims against the Company not acknowledged as debt:

(i) Income Taxmatters - 493,418

(ii) Sales Tax matters 5,074,525 5,074,525

(b) Details of guarantees and sureties outstanding as at:

(i) Guarantees given by Banks to Embassy Centre Premises Co-operative 425,930 425,930

Society Ltd.

(ii) Guarantees given by Banks to the Assistant Commissioner of Central 421,875 800,875

Excise and Customs department

(iii) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro - 6,118,000 84,398.70

(iv) Guarantees given by Banks to Directorate of Information Technology 630,000 2,720,000

(v) Guarantees given by Banks to Chief Accounts Officer, Aurangabad 1,052,000 1,052,000

Municipal Corporation.

(vi) Guarantees given by Banks to Navi Mumbai Municipal Corporation - 330,000

(vii) Guarantees given by Banks to The Tender Manager, NICSI 500,000 500,000

(viii) Guarantees given by Banks to Senior Accounts Officer, Electricity - 785,840

Department Puducherry

(ix) Guarantees given by Banks to The Municipal Commissioner Greater - 2,103,379 Mumbai

(x) Corporate guarantees provided to Banks against credit facilities extended 191,750,000 262,752,500 to Subsidiaries

(xi) Guarantees given by Banks to United Nations 250,000 -

(c) Capital and other commitments:

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

3 The Company in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. The foreign exchange forward contracts mature within a period of one month and two years.

The table below analyzes the derivative financial instruments into relevant maturity groupings based on the remaining period as of the Balance Sheet date:

Net profit / (loss) on derivative instruments ofRs. 72,200,467 (P.Y. Rs. (5,365,654)) recognised in Hedging reserve as of March 31, 2015, is expected to be reclassified to the statement of profit and loss by March 31,2017. The foreign currency exposures that are not hedged by a derivative instrument or otherwise is Rs. Nil (P.Y. Rs. 703,495,380).

The Company has applied the principles of Cash Flow Hedge Accounting as per Accounting Standard (AS) - 30, Financial Instrument: Recognition and Measurement, along with limited revision to other accounting standards, issued by The Institute of Chartered Accountants of India. AS-30, along with limited revision to the other accounting standards, have not currently been notified by the National Advisory Council for Accounting Standard (NACAS) pursuant to the Companies(AS) rules, 2006 as persection 211(3C)ofthe Companies Act, 1956.

4 In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

5 The Company has received confirmations from few Trade receivables, Other receivables and for majority of loans and advances. Remaining Trade receivables, Other receivables, Trade payables and loans and advances are subject to confirmation and reconciliation, and consequent impact if any will be adjusted as and when determined.

Note:

Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value liability is Rs. 24,804,099 (P.Y. Rs. 21,679,738) based upon following assumptions:

6 The Management Information System of the Company identifies and operates in a single primary business segment. In the opinion of the management these activities are governed by the same set of risk and returns as perAS-17 dealing with segmental reporting. All the assets of the Company are located in India and hence secondary segmental reporting is on the basis of the geographical location of customers.

Performance of Business Segment is as follows:

Fixed assets in India used in the Company's business or liabilities contracted in India cannot be identified to any geographical segment as the fixed assets and services are used interchangeably between geographical segments and a meaningful segregation is not possible.

7 Related party disclosures:

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies Datamatics Global Services Inc.

Datamatics Global Services GmbH Datamatics Technologies UK Ltd.

Datamatics Software Services Ltd.

Datamatics Global Technologies Ltd.

Datamatics Global Technologies AG Datamatics Infotech Ltd.

Datamatics Global Services Pty. Ltd.

Datamatics Global Technologies GmbH (Stepdown Subsidiary)

Datamatics Global Holding Corp. (Stepdown Subsidiary) (Dissolved w.e.fMarch 23, 2015)

Cignex Datamatics Corporation (Stepdown Subsidiary)

Cignex Datamatics Technologies Ltd. (Stepdown Subsidiary)

Datamatics Vista Info Systems Ltd. (Stepdown Subsidiary)

Cybercom Datamatics Information Solutions Ltd.

Cignex Datamatics Inc. (USA) (Stepdown Subsidiary)

Cignex Datamatics Inc. (Michigan) (Stepdown Subsidiary) (Incorporated on December 30, 2014)

Cignex Datamatics Pte. Ltd. (Stepdown Subsidiary)

Cignex Datamatics GmbH (Stepdown Subsidiary) (Incorporated on April 4, 2014)

Cignex Technologies Ltd. (Stepdown Subsidiary) (Dissolved w.e.f July 30, 2013)

Datamatics Global Solutions GmbH (Stepdown Subsidiary)

Lumina Datamatics Ltd. (Formerly known as Lexicon Publishing Services Pvt. Ltd.)

Datamatics Global Services FZ-LLC

Lumina Datamatics Inc. (Formerly known as Premedia Global Inc.) (Stepdown Subsidiary)

Lumina Datamatics GmbH (Formerly known as Datamatics eRetail & Publishing GmbH) (Stepdown Subsidiary)

(B) Key Managerial Personnel

Dr. Lalit S. Kanodia Mr. Rahul L. Kanodia Mr. VidurV. Bhogilal Mr.Sameer L. Kanodia Ms. Divya Kumat

(C) Relatives of Key Managerial Personnel and Enterprise owned by Key Managerial Personnel

Mrs. Asha L. Kanodia

Mrs. Priyadarshini R. Kanodia

Datamatics Staffing Services Ltd.

Datamatics Employees Welfare Trust Datamatics Financial Services Ltd.

Amon Technologies Pvt. Ltd.

Anemone Management Consultancy Pvt. Ltd.

Datascan Services

(D) Holding Company

Delta Infosolutions Pvt. Ltd.

8 The Company's significant leasing arrangements are mainly in respect of residential and office premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note 25. These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

Future lease rentals payable in respect of residential and office premises:

9 The Company has Outstanding Working Capital Loan / Advance of Rs. 257,720,363 (P.Y. Rs. 195,043,438) to its subsidiary Datamatics Software Services Limited at a interest rate of 8% p.a. as on March 31, 2015.

10 EMPLOYEE STOCK OPTION SCHEME:

The Datamatics Employees Welfare Trust (Trust) had purchased 1,753,261 shares of Company for granting stock options to the employees. The purchases are financed by loans from the Company. Amount recoverable from Trust (unsecured) as on March 31, 2015 is Rs. 62,687,467 (P.Y. Rs. 63,286,830).

a) Key Employee Stock Option Plan, 2006

Under the Key Employee Stock Option Plan, 2006, 116,000 options were granted at exercise price ofRs. 5 per option and the third vesting period falls during the current F.Y. 2014-15. During the year no options have been vested and exercised. Upon vesting and exercise of the stock options, equity shares will be granted to the employees from the shares held by the Trust. During the F.Y. 2012-13 6,440 shares have been vested and exercised and 70,000 stock options have lapsed.

b) Key Employee Stock Option Plan, 2007

Under the Key Employee Stock Option Plan, 2007, 300,000 options were granted at exercise price ofRs. 5 per option and the third vesting period falls during current F.Y. 2014-15. During the year 25,900 options have been vested and exercised. Upon vesting and exercise of the stock options, equity shares will be granted to the employees from the shares held by the Trust. During the year 103,240 stock options have lapsed.

During the year, an amount ofRs. 679,154 (P.Y. Rs. 1,901,093) has been expensed out considering the proportionate vesting period, which has been included in Salaries, Wages, Bonus & Allowances and the balance has been disclosed under Reserves and Surplus as reduction from Employee Stock Option Outstanding.

11 DURING THE YEAR:

(i) The Step-down Subsidiary Company Datamatics Global Holding Corp "DGHC" had filed on February 24,2015 for liquidation proceedings before the Registrar of Corporate Affairs, British Virgin Islands. "DGHC" was subsequently dissolved and the name has been struck off by the Certificate of Registrar of Corporate Affairs dated March 23, 2015.

(ii) Datamatics Global Technologies AG, Zug, Switzerland has applied forvoluntary liquidation and winding up proceedings.

12 The Company has Rs. 323,408,544 (P.Y. Rs. 197,108,961) as outstanding Loans and Advances (Refer note no. 43 below) and Rs. 995,976,964 (P.Y. Rs. 995,121,964) as investment in five of it's wholly owned Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured Financial Support. These investments are for long term and are of strategic nature. As the management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

13 In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished.

14 As per Companies (Accounting Standards) Rules 2006 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards ('NACAS') and the relevant provisions of the Companies Act, 1956, to the extent applicable, the carrying value ofthe asset has been reviewed for impairment ofassets and there is no impairment ofassets.

15 During the year, pursuant to the notification of Schedule II to the Companies Act, 2013, with effect from April 1, 2014, the Company revised the estimated useful life of relevant assets to align the useful life with those specified in Schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of the assets, net of residual value, where the remaining useful life of the asset was determined to be Nil as on April 1, 2014, and adjusted an amount of Rs. 27,400,180 (net of deferred tax asset of Rs. 9,269,148) against the opening balance in the Statement of Profit and Loss under Reserves and Surplus. Consequent to the change in the useful life of the assets, the depreciation expense in the Statement of Profit and Loss for the year is higher by Rs. 26,619,663 and profit before tax for the year is lower by the like amount.

16 PRIOR PERIOD COMPARATIVE:

Previous year figures have been appropriately regrouped / reclassified and rearranged wherever necessary to confirm to the current year's presentation.

17 Figures are rounded off to the nearest of rupee.


Mar 31, 2014

1 Company Overview

Datamatics Global Services Ltd. (DGSL) was incorporated on November 3, 1987 as Interface Software Resources Pvt. Ltd. The name of the Company was changed to Datamatics Technologies Pvt. Ltd. on December 18, 1992 . On December 27, 1999, the Company converted itself from a Pvt. Ltd. Company into a Public Ltd. Company and the name of the Company was changed to Datamatics Technologies Ltd. on January 13, 2000. The name of the Company was changed from "Datamatics Technologies Ltd." to "Datamatics Global Services Ltd." (DGSL) with effect from January 17, 2009.

Datamatics, a trusted partner to several Fortune 500 Companies is a global provider of Information Technology (IT) and Business Process Outsourcing (BPO) and Consulting services. The Company provides business aligned next-generation solutions to a wide range of industry verticals that help enterprises across the world overcome their business challenges and achieve operational efficiencies. These solutions leverage innovations in technology, knowledge of business processes, and domain expertise to provide clients a competitive edge.

2 Contingent Liability and Commitments:

Provision is made in the accounts if it becomes probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Contingent Liabilities to the extent not provided for:

March 31, 2014 March 31,2013

(a) Claims against the Company not acknowledged as debt:

(i) Income Tax matters 493,418 18,562,821

(ii) Sales Tax matters 5,074,525 5,074,525

(b) Details of guarantees and sureties outstanding as at:

(i) Guarantees given by Banks to Embassy Centre Premises Co-operative 425,930 425,930 Society Ltd.

(ii) Guarantees given by Banks to the Assistant Commissioner of Central 800,875 849,875 Excise and Customs department

(iii) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro 6,118,000 6,118,000 84,398.70

(iv) Guarantees given by Banks to Directorate of Information Technology 2,720,000 2,000,000

(v) Guarantees given by Banks to Mahanagar Gas Ltd. - 348,725

(vi) Guarantees given by Banks to Agility Logistics Pvt. Ltd. - 500,000

(vii) Guarantees given by Banks to Chief Accounts Officer, Aurangabad 1,052,000 1,052,000 Muncipal Corporation.

(viii) Guarantees given by Banks to Webel Mediatronics Ltd. - 615,302

(ix) Guarantees given by Banks to Navi Mumbai Muncipal Corporation 330,000 -

(x) Guarantees given by Banks to The Tender Manager, NICSI 500,000 -

(xi) Guarantees given by Banks to Senior Accounts Officer, Electricity 785,840 - Department Puducherry

(xii) Guarantees given by Banks to The Muncipal Commissioner Greater 2,103,379 - Mumbai

(xiii) Corporate guarantees provided to Banks against credit facilities extended 262,752,500 319,420,000 to Subsidiaries

3 The Company in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. The foreign exchange forward contracts mature within a period of one month and two years.

Net profit / (loss) on derivative instruments of Rs. (5,365,654) (P.Y. Rs. 4,903,578) recognised in Hedging reserve as of March 31, 2014, is expected to be reclassified to the statement of profit and loss by March 31, 2016. The foreign currency exposures that are not hedged by a derivative instrument or otherwise is Rs. 703,495,380 (P.Y. Rs. 102,067,083).

The Company has applied the principles of Cash Flow Hedge Accounting as per Accounting Standard (AS) - 30, Financial Instrument: Recognition and Measurement, along with limited revision to other accounting standards, issued by The Institute of Chartered Accountants of India. AS-30, along with limited revision to the other accounting standards, have not currently been notified by the National Advisory Council for Accounting Standard (NACAS) pursuant to the Companies(AS) rules, 2006 as per section 211(3C) of the Companies Act, 1956.

4 In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

5 The Company has received confirmations from few Trade receivables, Other receivables and for majority of loans and advances. Remaining Trade receivables, Other receivables, Trade payables and loans and advances are subject to confirmation and reconciliation, and consequent impact if any will be adjusted as and when determined.

6 The Management Information System of the Company identifies and operates in a single primary business segment. In the opinion of the management these activities are governed by the same set of risk and returns as per AS-17 dealing with segmental reporting. All the assets of the Company are located in India and hence secondary segmental reporting is on the basis of the geographical location of customers.

7 Related party disclosures:

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies

Datamatics Global Services Inc.

Datamatics Global Services GmbH

Datamatics Technologies UK Ltd.

Datamatics Software Services Ltd.

Datamatics Global Technologies Ltd.

Datamatics Global Technologies AG

Datamatics Infotech Ltd.

Datamatics Global Services Pty. Ltd.

Datamatics Global Technologies GmbH (Stepdown Subsidiary)

Datamatics Global Holding Corp. (Stepdown Subsidiary)

Cignex Datamatics Corp. (Stepdown Subsidiary)

Cignex Datamatics Technologies Ltd.

(Stepdown Subsidiary)

Datamatics Vista Info Systems Ltd.

(Stepdown Subsidiary)

Cybercom Datamatics Information Solutions Ltd.

Cignex Datamatics Inc. (Stepdown Subsidiary)

Cignex Datamatics Pte. Ltd. (Stepdown Subsidiary)

Cignex Technologies Ltd. (Stepdown Subsidiary) (Dissolved w.e.f 30th July, 2013)

Datamatics Global Solutions GmbH (Stepdown Subsidiary)

Lexicon Publishing Services Pvt. Ltd.

Datamatics Global Services FZ-LLC

Premedia Global Inc. (Stepdown Subsidiary)

Datamatics eRetail & Publishing GmbH (Stepdown Subsidiary)

(B) Key Managerial Personnel

Dr. L. S. Kanodia Mr. Rahul L. Kanodia Mr. Vidur V. Bhogilal Mr. Sameer L. Kanodia

(C) Relatives of Key Managerial Personnel and Enterprise owned by Key Managerial Personnel

Mrs. Asha Kanodia

Mrs. Priyadarshini Kanodia

Datamatics Staffing Services Ltd.

Datamatics Employees Welfare Trust

Datamatics Financial Services Ltd.

Amon Technologies Pvt. Ltd.

Anemone Management Consultancy Pvt. Ltd.

Datascan Services

(D) Holding Company

Delta Infosolutions Pvt. Ltd.

8 The Company''s significant leasing arrangements are mainly in respect of residential and office premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note 25. These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

9 The Company has Outstanding Working Capital Loan/Advance of Rs. 195,043,438 (P.Y. Rs. 207,185,628) to its subsidiary Datamatics Software Services Limited at a interest rate of 8% p.a. as on March 31,2014.

10 Employee Stock Option Scheme:

The Datamatics Employees Welfare Trust (Trust) had purchased 1,753,261 shares of Company for granting stock options to the employees. The purchases are financed by loans from the Company. Amount recoverable from Trust (unsecured) as on March 31,2014 is Rs. 63,286,830 (P.Y. Rs. 64,952,691).

a) Key Employee Stock Option Plan, 2006

Under the Key Employee Stock Option Plan, 2006, 116,000 options were granted at exercise price of Rs. 5 per option and the second vesting period falls during the current F.Y. 2013-14. During the year no options have been vested and exercised. Upon vesting and exercise of the stock options, equity shares will be granted to the employees from the shares held by the Trust. During the F.Y. 2012-13 6,440 shares have been vested and exercised and 70,000 stock options have lapsed.

b) Key Employee Stock Option Plan, 2007

Under the Key Employee Stock Option Plan, 2007, 300,000 options were granted at exercise price of Rs. 5 per option and the second vesting period falls during current F.Y. 2013-14. During the year no options have been vested and exercised. Upon vesting and exercise of the stock options, equity shares will be granted to the employees from the shares held by the Trust. During the F.Y. 2012-13 20,960 shares have been vested and exercised and 68,000 stock options have lapsed.

During the year, an amount of Rs. 1,901,093 (P.Y. Rs. 1,999,080) has been expensed out considering the proportionate vesting period, which has been included in Salaries, Wages, Bonus & Allowances and the balance has been disclosed under Reserves and Surplus as reduction from Employee Stock Option Outstanding.

11 During the year, Company has invested:

(i) USD 9,300,000 in 9,300,000 fully paid Series III Convertible Non-Cumulative Redeemable 8% Preference Shares of USD 1 each of Datamatics Global Technologies Ltd., a Company incorporated in Mauritius.

(ii) AED 50,000 in 50 fully paid equity shares of AED 1,000 each of Datamatics Global Services FZ-LLC, a Company incorporated in Dubai.

(iii) Rs. 577,600,000 in 10,000,000 fully paid equity shares of Rs. 10 each of Datamatics eRetail and Publishing Limited. The Company has acquired controlling interest in Lexicon Publishing Services Private Limited (now known as Lumina Datamatics Limited ("LD")) on September 5, 2013. Thereafter, the Hon''ble High Court, Madras has passed an order sanctioning the Scheme of Arrangement/Amalgamation ["Scheme"] of Premedia Global Private Limited (wholly owned subsidiary of LD) and Datamatics eRetail and Publishing Limited (wholly owned subsidiary of the Company) with and into LD on March 17, 2014. The Appointed Date for the said Scheme was January 1, 2014 and the Effective Date was March 31,2014. Pursuant to the sanctioned Scheme, the Company holds 73.12% of equity share capital in LD.

12 Portfolio Management services are provided by the Portfolio Manager - Reliance Capital Asset Management Ltd (RCAML) registered with SEBI vide registration No.INP000000423 and Trust Investment Advisors Pvt. Ltd. (TIAPL) registered with SEBI vide registration No. INP000001843. The Portfolio Manager is engaged in investing funds in accordance with SEBI (Portfolio Managers) Regulations, 1993 of its client - Datamatics Global Services Ltd. in securities and providing portfolio management services.

RCAML and TIAPL have been appointed as the Portfolio Manager for managing the investments of its funds on a discretionary basis to avail of investment advisory and portfolio management services for the purpose of investment to be made in securities. RCAML also holds the Power of Attorney to hold investments in its name for investments made on behalf of Company. Investments made by RCAML under the Portfolio Management Services are made in a pool account and therefore are not held in the name of the Company.

13 The Company has Rs. 197,108,961 (PY. Rs. 208,204,849) as outstanding Loans and Advances (Refer note no. 44 below) and Rs. 995,121,964 (PY. Rs. 997,376,964) as investment in four of it''s 100% Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured financial support. These investments are for long term and are of strategic nature. As the management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

14 In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished.

15 As per Companies (Accounting Standards) Rules 2006 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards (''NACAS'') and the relevant provisions of the Companies Act, 1956, to the extent applicable, the carrying value of the asset has been reviewed for impairment of assets and there is no impairment of assets.

16 Prior period comparative:

Previous year figures have been appropriately regrouped/reclassified and rearranged wherever necessary to confirm to the current year''s presentation.

17 Figures are rounded off to the nearest of rupee.


Mar 31, 2013

1 Company Overview:

Datamatics Global Services Ltd. (DGSL) was incorporated on November 3, 1987 as Interface Software Resources Pvt. Ltd. The name of the Company was changed to Datamatics Technologies Pvt. Ltd. on December 18, 1992. On December 27, 1999, the Company converted itself from a Pvt. Ltd. Company into a Public Ltd. Company and the name of the Company was changed to Datamatics Technologies Ltd. on January 13, 2000. The name of the Company was changed from "Datamatics Technologies Ltd." to "Datamatics Global Services Ltd." (DGSL) with effect from January 17, 2009.

Datamatics, a trusted partner to several Fortune 500 Companies is a global provider of Information Technology (IT) and Knowledge Process Outsourcing (KPO) and Consulting services. The Company provides business aligned next- generation solutions to a wide range of industry verticals that help enterprises across the world overcome their business challenges and achieve operational effi ciencies. These solutions leverage innovations in technology, knowledge of business processes, and domain expertise to provide clients a competitive edge.

2 Capital and other commitments:

Estimated amount of contracts on capital account remaining to be executed and not provided (net of advances) for Rs. 6,626,297 (P.Y. Rs. 106,199,180).

3 The Company in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one month and two years.

The following are outstanding foreign exchange forward contracts, which have been designated as Cash Flow Hedges, as at:

Net profi t / (loss) on derivative instruments of Rs. 4,903,578 (P.Y. Rs. (20,821,979)) recognised in Hedging reserve as of March 31, 2013, is expected to be reclassifi ed to the statement of profi t and loss by March 31, 2015. The foreign currency exposures that are not hedged by a derivative instrument or otherwise is Rs. 102,067,083 (P.Y. Rs. 252,186,237).

The Company has applied the principles of Cash Flow Hedge Accounting as per Accounting Standard (AS) - 30, Financial Instrument: Recognition and Measurement, along with limited revision to other accounting standards, issued by the Institute of Chartered Accountants of India. AS-30, along with limited revision to the other accounting standards, have not currently been notifi ed by the National Advisory Council for Accounting Standard (NACAS) pursuant to the Companies(AS) rules, 2006 as per section 211(3C) of the Companies Act, 1956.

4 In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

5 The Company has received confi rmations from few Trade receivables, Other receivables and for majority of loans and advances. Remaining Trade receivables, Other receivables, Trade payables and loans and advances are subject to confi rmation and reconciliation if any.

6 The Management information system of the Company identifi es and operates in a single primary business segment. In the opinion of the management these activities are governed by the same set of risk and returns as per AS17 dealing with segmental reporting. All the assets of the Company are located in India and hence secondary segmental reporting is on the basis of the geographical location of customers.

7 Related Party Disclosures:

(i) As per Accounting Standard 18, as notifi ed by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies

Datamatics Global Services Inc.

Datamatics Global Services GmbH

Datamatics Technologies UK Ltd.

Datamatics Software Services Ltd.

Datamatics Global Technologies Ltd.

Datamatics Global Technologies AG

Datamatics Infotech Ltd.

Datamatics Global Services Pty. Ltd.

Datamatics Global Technologies GmbH

(Stepdown Subsidiary)

Datamatics Global Holding Corp. (Stepdown

Subsidiary)

Cignex Global Holding Corp. (Stepdown

Subsidiary)

Cignex Datamatics Technologies Pvt. Ltd.

(Stepdown Subsidiary)

Datamatics Vista Info Systems Pvt. Ltd.

(Stepdown Subsidiary)

Cybercom Datamatics Information Solutions

Ltd. (w.e.f. 27th August, 2012)

Cignex Datamatics Inc. (Stepdown Subsidiary)

Cignex Technologies Ltd. (Stepdown

Subsidiary)

Cignex Datamatics Pte. Ltd. (Stepdown

Subsidiary)

Datamatics Global Services Gmbh d.o.o.

(Stepdown Subsidiary)

(B) Associate Companies and Joint Ventures Datamatics Financial Services Ltd. Cybercom Datamatics Information Solutions Ltd. (upto 26th August, 2012)

Amon Technologies Pvt. Ltd.

Anemone Management Consultancy Pvt. Ltd.

Datascan Services

(C) Key Managerial Personnel Dr. L. S. Kanodia

Mr. Rahul L. Kanodia Mr. Vidur V. Bhogilal Mr. Sameer Kanodia

(D) Relatives of Key Managerial Personnel and Enterprise owned by Key Managerial Personnel Mrs. Asha Kanodia

Mrs. Priyadarshini Kanodia Datamatics Staffi ng Services Pvt. Ltd. Datamatics Employee Welfare Trust

(E) Holding Company

Delta Infosolutions Pvt. Ltd.

8 The Company''s signifi cant leasing arrangements are mainly in respect of residential and offi ce premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note 24. These leasing arrangements are for a period not exceeding fi ve years and are in most cases renewable by mutual consent, on mutually agreeable terms.

9 The Company has Outstanding Working Capital Loan / Advance of Euro Nil (P.Y. Euro 100,000) given to its subsidiary Datamatics Global Services GmbH at a interest rate of 1% p.a. above the LIBOR rate; and of Rs. 207,185,628 (P.Y. Rs. 173,989,288) to its subsidiary Datamatics Software Services Limited at a interest rate of 8% p.a. as on March 31, 2013.

10 Employee Stock Option Scheme:

The Datamatics Employee Welfare Trust (Trust) had purchased 1,753,261 shares of Company for granting stock options to the employees. The purchases are fi nanced by loans from the Company. Amount recoverable from Trust (unsecured) as on March 31, 2013 is Rs. 64,952,691 (P.Y. Rs. 69,347,270).

a) Key Employee Stock Option Plan, 2006

Under the Key Employee Stock Option Plan, 2006, 116,000 options were granted at exercise price of Rs. 5 per option and the fi rst vesting period falls during the current F.Y. 2012-13. During the year 6,440 shares have been vested and exercised. Upon vesting and exercise of the stock options, equity shares have been granted to the employees from the shares held by the Trust. During the year 70,000 stock options have lapsed.

b) Key Employee Stock Option Plan, 2007

Under the Key Employee Stock Option Plan, 2007, 300,000 options were granted at exercise price of Rs. 5 per option and the fi rst vesting period falls during current FY. 2012-13. During the year 20,960 shares have been vested and exercised. Upon vesting and exercise of the stock options, equity shares have been granted to the employees from the shares held by the Trust. During the year 68,000 stock options have lapsed.

During the year, an amount of Rs. 1,999,080 (PY. Rs. 2,630,415) has been expensed out considering the proportionate vesting period, which has been included in Salaries, Wages, Bonus & Allowances and the balance has been disclosed under Reserves and Surplus as reduction from Employee Stock Option Outstanding.

11 During the year, Company has invested:

(i) EUR 1,000,000 in 1,000,000 fully paid equity shares of Datamatics Global Services GmbH, incorporated in Germany. (ii) Rs. 3,738,000 in 8,400 fully paid equity shares of Cybercom Datamatics Information Solutions Limited.

12 Portfolio Management services are provided by the Portfolio Manager - Reliance Capital Asset Management Ltd. (RCAML) registered with SEBI vide registration No.INP000000423 and Trust Investment Advisors Pvt. Ltd. (TIAPL) registered with SEBI vide registration No. INP000001843. The portfolio Manager is engaged in investing funds in accordance with SEBI (Portfolio Managers) Regulations, 1993 of its client - Datamatics Global Services Ltd. in securities and providing portfolio management services.

RCAML and TIAPL have been appointed as the Portfolio Manager for managing the investments of its funds on a discretionary basis to avail of investment advisory and portfolio management services for the purpose of investment to be made in securities. RCAML also holds the Power of Attorney to hold investments in its name for investments made on behalf of Company. Investments made by RCAML under the Portfolio Management Services are made in a pool account and therefore are not held in the name of the Company.

13 The Company has Rs. 208,204,849 (PY. Rs. 196,919,433) as outstanding Loans and Advances (Refer note 44 below) and Rs. 997,376,964 (PY Rs. 928,338,219) as investment in fi ve of it''s 100% Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured Financial Support. These investments are for long term and are of strategic nature. As the management is confi dent of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

14 In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished.

15 As per Companies (Accounting Standards) Rules 2006 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards (‘NACAS'') and the relevant provisions of the Companies Act, 1956, to the extent applicable, the carrying value of the asset has been reviewed for impairment of assets and there is no impairment of assets.

16 Prior period comparative:

Previous year fi gures have been appropriately reclassifi ed / recast to confi rm to the current year''s presentation.

17 Figures are rounded off to the nearest of rupee.


Mar 31, 2012

1 Company Overview

Datamatics Global Services Limited (DGSL) was incorporated on November 3, 1987 as Interface Software Resources Private Limited. The name of the Company was changed to Datamatics Technologies Private Limited on December 18, 1992 . On December 27, 1999, the Company converted itself from a Private Limited Company into a Public Limited Company and the name of the Company was changed to Datamatics Technologies Limited on January 13, 2000. The name of the Company was changed from “Datamatics Technologies Limited” to “Datamatics Global Services Limited” (DGSL) with effect from January 17, 2009.

Datamatics, a trusted partner to several Fortune 500 Companies is a global provider of Information Technology (IT) and Knowledge Process Outsourcing (KPO) and Consulting services. The Company provides business aligned next-generation solutions to a wide range of industry verticals that help enterprises across the world overcome their business challenges and achieve operational efficiencies. These solutions leverage innovations in technology, knowledge of business processes, and domain expertise to provide clients a competitive edge.

2 Contingent Liability:

Provision is made in the accounts if it becomes probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

31.03.2012 31.03.2011

Contingent Liabilities to the extent not provided for:

(a) Claims against the Company not acknowledged as debt:

(i) Income Tax matters 6,730,563 15,604,689 (ii) Sales Tax matters 5,074,525 5,074,525

(b) Details of guarantees and sureties outstanding as at:

(i) Guarantees given by Banks to Embassy Centre Premises Co-operative Society Ltd. 425,930 405,295

(ii) Guarantees given by Banks to the Assistant Commissioner of Central Excise and Customs department 1,134,250 1,134,250

(iii) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro 84,398.70 6,118,000 4,650,000

(iv) Guarantees given by Banks to Directorate of Information Technology 500,000 -

(v) Guarantees given by Banks to Mahanagar Gas Ltd. 285,275 -

(vi) Corporate guarantees provided to Banks and Financial Institutions against credit facilities extended to Subsidiary and Joint Venture Company 146,000,000 -

3 Capital and other commitments:

Estimated amount of contracts on capital account remaining to be executed and not provided (net of advances) for Rs. 106,199,180 (P.Y. Rs. 244,166,380).

4 The Company in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. These contracts are for a period between one month and two years.

Net loss on derivative instruments of Rs. 20,821,979 recognised in Hedging reserve as of March 31, 2012, is expected to be reclassified to the statement of profit and loss by March 31, 2014. The foreign currency exposures that are not hedged by a derivative instrument or otherwise is Rs. 252,186,237 (P.Y. Rs. 23,987,878).

The Company has adopted Accounting Standard (AS) - 30 Financial Instrument: Recognition and Measurement, along with limited revision to other accounting standard, issued by the Institute of Chartered Accountants of India. AS-30, alongwith limited revision to the other accounting standards, have not currently been notified by the National Advisory Concil for Accounting Standard (NACAS) pursuant to the Companies (AS) rules, 2006 as per section 211(3C) of the Companies Act, 1956. Had the Company not early adopted AS-30 and related limited revision, profit after taxation for the year ended 31st March, 2012 would have been lower by Rs. 14,313,678.

5 In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

6 The Company has received confirmations from few Trade receivables, Other receivables and for majority of loans and advances. Remaining Trade receivables, Other receivables, Trade payables and loans and advances are subject to confirmation and reconciliation if any.

34 The Management information system of the Company identifies and operates in a single primary business segment. In the opinion of the management these activities are governed by the same set of risk and returns as per AS17 dealing with segmental reporting. All the assets of the company are located in India and hence secondary segmental reporting is on the basis of the geographical location of customers.

7 Related party disclosures:

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies

Datamatics Global Services Inc.

Datamatics Global Services GmbH

Datamatics Technologies UK Ltd.

Datamatics Software Services Ltd.

Datamatics Global Technologies Ltd.

Datamatics Global Technologies AG

Datamatics Infotech Ltd.

Datamatics Global Services Pty. Ltd.

Datamatics Global Technologies GmbH (Step down Subsidiary)

Datamatics Global Holding Corp. (Step down Subsidiary)

Cignex Global Holding Corp. (Step down Subsidiary)

Cignex Datamatics Technologies Pvt. Ltd. (Step down Subsidiary)

Datamatics Vista Info Systems Pvt. Ltd. (Step down Subsidiary)

(B) Associate Companies and Joint Ventures Datamatics Financial Software Services Ltd. Cybercom Datamatics Information Solutions Ltd. Amon Technologies Pvt. Ltd.

Anemone Management Consultancy Pvt. Ltd. Datascan Services

(C) Key Managerial Personnel Dr. L. S. Kanodia

Mr. Rahul Kanodia Mr. Vidur Bhogilal Mr. Sameer Kanodia

(D) Relatives of Key Managerial Personnel and Enterprise owned by Key Managerial Personnel

Mrs. Asha Kanodia

Mrs. Priyadarshini Kanodia

Datamatics Staffing Services Pvt Ltd.

(E) Holding Company

Delta Infosolutions Pvt. Ltd.

8 The Company’s significant leasing arrangements are mainly in respect of residential and office premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under “Other Expenses” in Note 24. These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.

9 The Company has Outstanding Working Capital Loan / Advance of Euro 100,000 (P.Y. Euro 100,000) from its subsidiary Datamatics Technologies GmbH at a interest rate of 1% p.a. above the LIBOR rate; and of Rs. 173,989,288 (P.Y. Rs. 81,843,468) to its subsidiary Datamatics Software Services Ltd. at a interest rate of 8% p.a. as on March 31, 2012.

39 Employee Stock Option Scheme:

The Datamatics Employee Welfare Trust (Trust) has purchased 1,753,261 (P.Y. 1,753,261) shares of Company for the granting stock options to the employees. The purchases are financed by loans from the Company amounting to Rs. 69,347,270 (P.Y. Rs. 69,347,270).

a) Key Employee Stock Option Plan, 2006

Under the Key Employee Stock Option Plan, 2006, 116,000 options were granted during the year at exercise price of Rs. 5 per option and the first vesting period falls during the F.Y. 2012-13. Upon vesting of the stock options, equity shares will be granted to the employees from the shares held by the Trust.

b) Key Employee Stock Option Plan, 2007

Under the Key Employee Stock Option Plan, 2007, 300,000 options were granted during the year at exercise price of Rs. 5 per option and the first vesting period falls during the F.Y. 2012-13. Upon vesting of the stock options, equity shares will be granted to the employees from the shares held by the Trust.

During the year, an amount of Rs. 2,630,415 (P.Y. Nil) has been expensed out considering the proportionate vesting period, which has been included in Salaries, Wages, Bonus & Allowances and the balance has been disclosed under Reserves and Surplus as reduction from Employee Stock Option Outstanding.

10 During the year, Company has invested:

(i) in 8% Optionally Convertible Non - Cumulative Redeemable Preference Shares of Rs. 129,200,000 in Datamatics Software Services Ltd. The said shares are redeemable at the option of the Company.

(ii) in 8% Series III Non - Cumulative Redeemable Preference Shares of USD 8,550,000 in Datamatics Global Technologies Ltd., incorporated in Mauritius. The said shares are redeemable at the option of the Company.

(iii) in equity shares of USD 950,000 in Datamatics Global Technologies Ltd., incorporated in Mauritius and EUR 1,000,000 in Datamatics Global Services GmbH., incorporated in Germany.

11 Portfolio Management services are provided by the Portfolio Manager – Reliance Capital Asset Management Ltd. (RCAML) registered with SEBI vide registration No.INP000000423 and Trust Investment Advisors Pvt. Ltd. (TIAPL) registered with SEBI vide registration No. INP000001843. The portfolio Manager is engaged in investing funds in accordance with SEBI (Portfolio Managers) Regulations, 1993 of its client – Datamatics Global Services Ltd. in securities and providing portfolio management services.

RCAML and TIAPL have been appointed as the Portfolio Manager for managing the investments of its funds on a discretionary basis to avail of investment advisory and portfolio management services for the purpose of investment to be made in securities. RCAML also holds the Power of Attorney to hold investments in its name for investments made on behalf of Company. Investments made by RCAML under the Portfolio Management Services are made in a pool account and therefore are not held in the name of the Company.

12 The Company has Rs. 196,919,433 (P.Y. Rs. 101,714,678) as outstanding Loans and Advances (Refer note 44 below) and Rs. 928,338,219 (P.Y. Rs. 812,412,594) as investment in six of it’s 100% wholly owned subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured Financial Support. These investments are for long term and are of strategic nature. As the management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

13 In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished.

14 Export of service includes gain of Rs. 21,908,275 (P.Y. Rs. 28,884,754) towards difference in the rate due to exchange fluctuation on realisation of export / revaluation of debtors at the end of the year.

15 Prior period comparative:

Previous year figures have been appropriately reclassified / recast to confirm to the current year’s presentations.

16 Figures are rounded off to the nearest of rupee.


Mar 31, 2011

1. Company Overview

Datamatics Global Services Limited (DGSL) was incorporated on November 3,1987 as Interface Software Resources Private Limited. The name of the Company was changed to Datamatics Technologies Private Limited on December 18, 1992. On December 27,1999, the Company converted itself from a Private Limited Company into a Public Limited Company and the name of the Company was changed to Datamatics Technologies Limited on January 13,2000. The name of the Company was changed from "Datamatics Technologies Limited" to "Datamatics Global Services Limited" (DGSL) with effect from January 17,2009.

Datamatics, a trusted partner to several Fortune 500 Companies is a global provider of Information Technology (IT) and Knowledge Process Outsourcing (KPO) and Consulting services. The Company provides business aligned next-generation solutions to a wide-range of industry verticals that help enterprises across the world overcome their business challenges and achieve operational efficiencies. These solutions leverage innovations in technology, knowledge of business processes, and domain expertise to provide clients a competitive edge.

2. Contingent Liability:

Provision is made in the accounts if it becomes probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Contingent Liabilities to the extent not provided for:

31.03.2011 31.03.2010 (3 ) (^)

(a) Details of guarantees and sureties outstanding as at:

(i) Guarantees given by Banks to Embassy Centre Premises Co-operative Society Ltd. 405,295 405,295

(ii) Guarantees given by Banks to the Assistant Commissioner of Central Excise and Customs department 1,134,250 1,134,250

(iii) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro 84,398.70 4,650,000 4,650,000

(b) Disputed Income Tax Liability 15,604,689 6,030,769

(c) Sales Tax 5,074,525 229,000

(d) Others — 5,434,236

3. Capital and other commitments:

Estimated amount of contracts on capital account remaining to be executed and not provided (net of advances) for Rs 244.17 million (P.Y.Rs 69.53 million).

4. Forward and Options Contracts Outstanding as on 31.03.2011 is USD 7.9 million (P.Y. USD 6.5 million) (equivalent to Rs 374.9 million (P.Y. Rs 316 million)). The foreign currency exposures that are not hedged by a derivative instrument or otherwise is r 23.99 million (P.YRs 79.74 million).

5. In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

6. The Company has received confirmations from few debtors and for majority of loans and advances. Remaining debtors,creditors and loans and advances are subject to confirmation and reconciliation if any.

7. The Management information system of the Company identifies and operates in a single primary business segment. In the opinion of the management these activities are governed by the same set of risk and returns as per AS-17 dealing with segmental reporting. All the assets of the Company are located in India and hence secondary segmental reporting is on the basis of the geographical location of customers.

Fixed assets in India used in the company's business or liabilities contracted in India cannot be identified to any geographical segment as the fixed assets and services are used interchangeably between geographical segments and a meaningful segregation is not possible.

8. Related party disclosures:

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below:

(A) Subsidiary Companies:

Datamatics Global Services Inc. Datamatics Global Services GmbH Datamatics Technologies UK Ltd. Datamatics Software Services Ltd. Datamatics Global Technologies Ltd. Datamatics Global Technologies AG Datamatics Infotech Ltd. Datamatics Global Services Pty. Ltd. Datamatics Global Technologies GmbH

(Q Key Managerial Personnel Dr. L. S. Kanodia Mr. Rahul Kanodia Mr.Vidur Bhogilal Mr. Sameer Kanodia

(D) Relatives of Key Managerial Personnel Mrs. Asha Kanodia Mrs. Priyadarshini Kanodia Datamatics Staffing Services Pvt. Ltd.

(B) Associate Companies and Joint Ventures: Datamatics Financial Services Ltd. Cybercom Datamatics Information Solutions Ltd Datamatics Applied DSP Pvt. Ltd. Anemone Management Consultancy Pvt. Ltd. Datascan Services

(E) Holding Company

Delta Infosolutions Pvt. Ltd.

9. Deferred Tax:

(i) During the year ended 31st March, 2011, the Company has reversed deferred tax liability ofRs 2,816,204 in the Profit & Loss Account.

10. The Company has Outstanding Working Capital Loan/Advance of Euro 100,000 from its subsidiary Datamatics Technologies GmbH at a interest rate of 1% p.a. above the LIBOR rate, and ofRs 81,843,468 from its subsidiary Datamatics Software Services Limited at a interest rate of 8% p.a. as on March 31,2011.

11. Amount Recoverable from ESOP trust consists of Rs 69,347,270 paid to Datamatics Staff Welfare trust during the year for purchase of 1,753,261 Equity shares of the Company.

12. During the year, Company has invested in 8% Non-Cumulative Redeemable Preference Share capital of USD 500,000 in Datamatics Global Technologies Ltd., incorporated in Mauritius.The said shares are redeemable at the option of the Company.

* Since the employee wise break up of liabilities on account of retirement schemes based on actuarial valuation is not ascertainable, the amount relatable to Directors could not be included in above. ** The amount of commission payable includes Rs 525,000 (RY. Rs 650,000) payable to non-wholetime directors. *** Does not include monetary value of non-cash perquisites as per Income Tax Act,1961.

13. Portfolio Management services are provided by the Portfolio Manager - Reliance Capital Asset Management Ltd (RCAML) registered with SEBI vide registration No. INP000000423 and Trust Investment Advisors Pvt. Ltd. (TIAPL) registered with SEBI vide registration No. INP000001843. The portfolio Manager is engaged in investing funds in accordance with SEBI (Portfolio Managers) Regulations, 1993 of its client - Datamatics Global Services Ltd in securities and providing portfolio management services.

RCAML and TIAPL has been appointed as the Portfolio Manager for managing the investments of its funds on a discretionary basis to avail of investment advisory and portfolio management services for the purpose of investment to be made in securities. RCAML also holds the Power of Attorney to hold investments in its name for investments made on behalf of company. Investments made by RCAML under the Portfolio Management Services are made in a pool account and therefore are not held in the name of the Company.

14. The Company has Rs 101,714,678 (P.Y. Rs 139,592,553) as outstanding Loans and Advances (Refer note 21 below) and Rs 812,412,594 (P.Y. Rs 731,278,219) as investment in seven of it's 100% Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured Financial Support. These investments are for long term and are of strategic nature. As the management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

15. In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprise under the above Act, the required information could not be furnished.

16. Export of Service includes gain of Rs 28.88 million (P.Y. Nil) towards difference in the rate due to exchange fluctuation on realisation of export/revaluation of debtors at the end of the year.

17. Prior period comparative:

Previous year figures have been appropriately reclassified/recast to confirm to the current year's presentations.


Mar 31, 2010

1 Company Overview

Datamatics Global Services Limited (DGSL) was incorporated on November 3, 1987 as Interface Software Resources Private Limited. The name of the company was changed to Datamatics Technologies Private Limited on December 18, 1992. On December 27, 1999, the company converted itself from a Private Limited Company into a Public Limited Company and the name of the Company was changed to Datamatics Technologies Limited on January 13, 2000. The name of the Company was changed from "Datamatics Technologies Limited" to "Datamatics Global Services Limited" (DGSL) with effect from January 17, 2009.

Datamatics delivers smart, next-generation solutions that address the customers business challenges. Product innovation, IP-creation and technology collaboration form the core of the Companys positioning as a "one-stop-smart solution provider". Datamatics is geared to provide the solutions, support and enhancement that are based on smart technology platforms that deliver competitive advantage to customers.

1. Contingent Liability:

Provision is made in the accounts if it becomes probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Contingent Liabilities to the extent not provided for: 31.03.2010 31.03.2009

(Rs.) (Rs.)

(a) Details of guarantees and sureties outstanding as at

(i) Guarantees given by Banks to Embassy Centre 405,295 405,295

(ii) Guarantees given by Banks to the Customs Authority 1,134,250 989,250

(iii) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro 84,398.70 4,650,000 4,650,000

(iv) Guarantees given by Banks to UNFCCC, BONN, Germany for Euro 50,000 - 3,234,000

(b) Disputed Income Tax Liability 6,030,769 12,545,357

(c) Sales Tax 229,000 229,000

(d) Others 5,434,236 5,549,736

2. Capital and other commitments:

Estimated amount of contracts on capital account remaining to be executed and not provided for Rs. 69.53 Million (P.Y. Rs. 20.50 Million).

3. Forward and Options Contracts Outstanding as on 31.03.2010 is USD 6.50 million (P.Y. USD 2.85 million) (equivalent to Rs. 316.01 million (P.Y. Rs. 129.55 million)). The foreign currency exposures that are not hedged by a derivative instrument or otherwise is Rs. 69.84 million (P.Y. Rs. 296.11 million).

4. Redemption of Preference Shares:

During the year, the Company redeemed all its redeemable non-cumulative preference shares as detailed below:

(a) 8% 1,400,000 Preference shares of Rs. 10/- each fully paid-up with fixed tenure;

(b) 8% 7,300,000 preference shares of Rs. 10/- each fully paid-up without fixed tenure; and

(c) 9% 11,950,000 preference shares of Rs. 10/- each fully paid-up without fixed tenure.

And accordingly Capital Redemption Reserve of Rs. 206,500,000 is created under section 80 of the Companies Act, 1956.

5. In the opinion of the Company, the Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all known Liabilities and for Depreciation is adequate and not in excess of the amount reasonably necessary.

6. The Company has received confirmations from few debtors and for majority of loans and advances. Remaining debtors, creditors and loans and advances are subject to confirmation and reconciliation if any.

7. Related party disclosures:

(i) As per Accounting Standard 18, as notified by the rules the disclosures of Related Parties and transactions during the year as deemed in the Accounting Standard are given below::

(A) Subsidiary Companies: Datamatics Global Services Inc.

Datamatics Global Services GmbH

Datamatics Technologies UK Limited

Datamatics Software Services Limited Datamatics Global Technologies Limited

Datamatics Global Technologies AG Datamatics Infotech Limited

Datamatics Global Services Pty. Limited Datamatics Global Technologies GmbH

(B) Associate Companies and Joint Ventures: Datamatics Financial Software Services Limited Cybercom Datamatics Information Solutions Limited

Acron Technologies Pvt. Ltd. (Formerly known as Datamatics Yash Technologies Private Limited)

Datamatics Applied DSP Private Limited

Anemone Management Consultancy Private Limited

Datascan Services

(C) Key Managerial Personnel Dr. L. S. Kanodia

Mr. Rahul Kanodia

Mr. Vidur Bhogilal

Mr. Sameer Kanodia

(D) Relatives of Key Managerial Personnel Mrs. Asha Kanodia

Mrs. Priyadarshini Kanodia

Datamatics Staffing Services

(E) Holding Company

Delta Infosolutions Private Limited

8. The Company had provided Working Capital Loan of Euro 100,000 to its subsidiary Datamatics Technologies GmbH at a interest rate of 1% p.a. above the LIBOR rate, and of Rs. 123,024,769 to its subsidiary Datamatics Software Services Limited at a interest rate of 8% p.a.

9. Employee Stock Option Scheme (ESOP):

The Company has two ESOP Schemes in operation. They are:

A) General Employees Stock Option Plan, 2005:

Under General Employee Stock Option Plan, 2005, 238,000 options were granted during the financial year 2006-07 and all vesting period were falling till 31.03.10. Originally granted shares were revised to 57,000 (P.Y. 116,800) shares due to conditions which restrict the entitlement to the employees. Out of the shares vested, Nil shares (P.Y. Nil) were exercised and allotted.

B) Key Employees Stock Option Plan, 2006:

Under the Key Employees Stock Option Plan, 2006, 180,000 options were granted during the financial year 2006-07 and all vesting period were falling till 31.03.10. Out of the shares vested, 35,000 shares (P.Y. 47,500) were exercised and allotted in the current year. The Scheme has ceased to be in opeartion in the current year.

Accordingly equity share capital is Rs. 294,746,685 (58,949,337 shares).

10. During the year, the company invested in 8% Non Cumulative Redeemable Preference Share capital of USD 1,200,000 in Datamatics Global Technologies Limited, incorporated in Mauritius. The said shares are redeemable at the option of the Company.

11. During the year, Datamatics Global Technologies AG [wholly owned subsidiary of the Company in Switzerland] acquired the BSS Accelerators Programs from Devoteam Danet GmbH, a German IT consulting and Services Company. The solution automates individual business processes for telecommunications operators and utility organizations such as integrated service delivery, billing and settlement, mediation and output management.

12. Companys two wholly owned subsidiaries in the US, namely Datamatics Infotech Inc and Datamatics America Inc merged with and into Datamatics Technologies Inc. [wholly owned subsidiary of the Company in the US] with effect from April 01, 2009. The name of Datamatics Technologies Inc. was subsequently changed to Datamatics Global Services Inc.

13. Portfolio Management services are provided by the Portfolio Manager – Reliance Capital Asset Management Ltd (RCAML) registered with SEBI vide registration No.INP000000423. The portfolio Manager is engaged in investing funds in accordance with SEBI (Portfolio Managers) Regulations, 1993 of its client – Datamatics Global Services Ltd. in Securities and providing portfolio management services to its clients.

RCAML has been appointed as the Portfolio Manager for managing the investments of its funds on a discreationary basis to avail of investment advisory and portfolio management services for the purpose of investment to be made in securities. RCAML also holds the Power of Attorney to hold investments in its name for investments made on behalf of company. Investments made by RCAML under the Portfolio Management Services are made in a pool account and therefore are not held in the name of the company.

14. The Company has Rs. 139,592,553 (P.Y. 123,521,020) as outstanding Loans and Advances (Refer note 24 below) and Rs. 731,278,219 (P.Y. 713,934,964) as investment in six of its 100% Subsidiaries at the year end. The net worth of these subsidiaries has declined. The Company has assured Financial Support. These investments are for long term and are of strategic nature. As the management is confident of turning around the subsidiaries in the near future provision for dimuniton in the value, if at all required, is not made.

15. The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding:

a) Principal amount due and the interest due thereon outstanding to suppliers as at the end of the accounting year ;

b) Interest paid during the year;

c) Interest due and payable on delayed payments at the end of the accounting year;

d) Interest accrued and unpaid at the end of the accounting year, has not been provided.

16. Prior period comparative:

Previous year figures have been appropriately reclassifed/recast to confirm to the current years presentations.

17. Figures are rounded off to the nearest of rupee.