Mar 31, 2015
Note 1 - Disclosure under Accounting Standard 29 - Contingent Liabilities
A. Dues of Income Tax a) Rs. 5,104,827/- related to A.Y. 2005-06 against this Rs. 4,000,000/- deposited with Income-tax Authorities (Rs. 1,104,827/-), b) Rs. 1,245,589/- related to A.Y. 2006-07 (Rs. 1,245,589/-), c) Rs. 43,851,395/- related to A.Y. 2008-09 against this Rs. 1,500,000/- deposited with Income-tax Authorities (Rs. 42,351,395/-), d) In respect of A.Y. 2010-11 is Nill (Rs. 27,306,810/-), f) In respect of A.Y. 2011-12 Income tax demand of Rs. 445,798,390/- (Rs. 44,579,390), g) A.Y. 2012-13 Income Tax Demand of Rs. 88,30,590 (Nil)
B. Letter of Credit Rs. Nil (Rs. 13,398,961/-)
C. Allahabad Bank, Scindia House, New Delhi Rs. 1,498,612/- (NIL) Allahabad Bank, South Extn., New Delhi Rs. 22,861,317/- (Rs. 8,959,613/-) DBS Bank, New Delhi Rs. 5,530,761/- (NIL) Barclays Bank, New Delhi Rs. 3,879,075/- (NIL)
D. ROC fees of increase in authorised share capital Rs. 23,509,819/- (Rs., 1,96,09,219/-).
Company had increased its authorised capital during the Financial Year 2010-11 to 2012-13, however, due to technical issues necessary forms along with the fees w.r.t. increase in Authorised Capital could not be filed and paid. Mean while the schedule of fees was increased as per the companies act, 2013. However, the authorised capital was increased prior to the applicability of companies act, 2013. The company has filed a Writ Petition bearing No. WP(C) 5199 of 2015 before the Hon'ble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules 2014. Due to this reason Annual return form could not be filed. Hence, "Directors of this company are not disqualified for re-appointment in this company and is eligible for appointment in any other company as a Director in terms of Section 164(2) of the Act".
Mar 31, 2014
Note 1 - Disclosure under Accounting Standard 29 - Contingent Liability
A. Dues of Income Tax a) Rs. 5,104,827/- related to A.Y. 2005-06 against this Rs. 4,000,000/- deposited with Income-tax Authorities (Rs. 1,104,827/-), b) Rs.1,245,589/- related to A.Y. 2006-07 (Rs. 1,245,589/-), c) Rs. 43,851,395/- related to A.Y. 2008-09 against this Rs. 15,00,000/- deposited with Income-tax Authorities (Rs. 42,351,395/-), d) In respect of A.Y. 2009-2010 Income Ta x demand is Rs. 27,487,250/- (Rs. 27,487,250/-), e) Income-tax demand for the A.Y. 2010-11 is Nil (Rs. 27,306,810/-), f) in respect of Assessment year 2011-12 income tax demand of Rs. 44,57,98,390/- (Nil).
B. Letter of credit Rs. 13,398,961/- (Rs. 18,460,514/-)
C. Interest of Cash Credit (NPA as per Bank) Rs. 8,959,613/- (Nil)
D. ROC fees of increase in authorised sharecapital Rs. 30,415,052/- (Nil)
1. Primary Segmentation has been done according to the nature of product & services.The Company''s Operations predominantly relate to the following segments:
a) IT Solution & Products (including software)
b) IT Enabled Services
2. There is no Inter division or Inter Segment transfer of goods.
3. Since Fixed Assets used in the company''s business cannot be specifically identified with any of the reportable segment, as these are used inter changeably among segments, therefore segment wise disclosure on capital employed has not been furnished.
4. The Company caters mainly to the Domestic market and the Export turnover is not significant in the context of the total turnover. As such there are no geographical segments.
5. The sales turnover under the segment, during the FY 2013-14 amounted to Rs. 35.91 Crores is being reduced to Rs. 1.90 Crores, as a result of rejection and return of software goods amounting to Rs. 34.01 Crores sold on approval basis during the FY 2012-13.
The Company had not been able to comply with the provisions of Clause 41 of the Listing Agreement since the Officials of Directorate General of Central Excise Intelligence (DGCEI) had during search, in the month of March 2014, in the premises of the company had taken away the hard discs containing the accounting and financial data for the FY 2013-14 hence the accounts for the FY 2013-14 could not be finalized and audited. The company had informed the stock exchanges well in advance of the situation however, the Stock exchanges still imposed fine. Against the imposition of the fine, the company had preferred an appeal before the Hon''ble Securities Appellate Tribunal, which vide its order dated 10/11/2014 quashed and set asite the penalty imposed by the Stock exchanges and restored the matter back to them. The Hon''ble SAT also permitted the company to file additional affidavit which has been filed and the same is under consideration by the Stock Exchanges.
Mar 31, 2012
1. The Company has only one class of Equity shares having a par value of Rs.10/- each per share. Each holder of equity share is entitled to one vote per share.
2. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company after discharging the liabilities of the Company.
3. M/s Axis Convergence Private Limited has been merged with the Company as per the scheme of amalgamation sanctioned by the Hon'ble High Court, New Delhi vide its order dated 20.07.2012. Pursuant to this scheme of amalgamation, the Company has agreed to allot 59389515 equity shares fully paid up of Rs.10/- each to the shareholders of Transferor Company.
4. As per the scheme of amalgamation, the business carried on by the transferor company from the appointed date till the effective date is carried on, for and on behalf of the transferee company and all profits accruing to the transferor company are profits of the transferee company. Therefore, the profits of the transferor company from 1st April'2011 to 31st March'2012 are reflected in the profit & loss a/c of the transferee company. Various items of profit & loss a/c of the company include corresponding figures of erstwhile transferor company. The corresponding figures of assets and liabilities of the transferor company as on 31st March' 2012 have merged with the assets and liabilities of the transferee company.
5. Pursuant to the scheme of amalgamation as approved, the transferee company has taken over the entire business of erstwhile transferor company including all assets, liabilities obligations etc. and the same has been given effect to in the accounts subject to and read with point (4) above, on a purchase method basis as prescribed by Accounting Standard (AS- 14) issued by the institute of chartered accountants of India. In view of this, the figures for the current year represent the operations of the company including the operations of erstwhile transferor company whereas the figures of the previous year represent figures relating to the operations of the transferee company only. To this extent the figures for the current year are not comparable with the figures of the previous year.
6. The amount of excess difference between the consideration and the value of net identifiable assets acquired from transferor company has been transferred to Capital Reserve.
7. In terms of the resolution passed under section 81(1A) of the Companies Act,1956 at the Extra Ordinary General Meeting of the Company held on 30.09.2010 and 'In-principle' approval received from NSE and BSE, The Board has allotted 220000000 convertible share warrants into equal number of equity shares of Rs 10/- each at a price of Rs 10/- per warrant, in the board meeting held on 30.10.2010 on preferential basis to promotors and non-promotors category. Pursuant to allotment of convertible share warrants, the company during the financial year 2010-2011 and 2011-2012, has received monies aggregating to Rs 158.85 crores out of Rs. 220.00 crores.
1. Working Capital loans are secured by the first ranking pari passu charges over entire Current Assets of the Company including stocks of finished goods, stock in trade, goods in transit, book debts etc. (present and future).
2. Loan from other banks are secured by the movable assets and immovable properties of the company, personal guarantee of the directors viz. Mr. Peeyush Aggarwal, Mr. Karun Jain, and body corporates guarantee namely Infotecnics India Ltd, Omkam Developers Pvt Ltd and guarantee of M/s. Peeyush Aggarwal (HUF).
3. * During the year, there were irregularaties in the Loan account, which has now been regularised as per confirmation given by bank.
The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company's Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein the Portuguese advocates confirm that the chances of recovery are very high. A criminal complaint against the conniving accused for siphoning off the above said amount had been filed and the matter is presently under investigation.
The Company makes Provident Fund and Superannuation Fund (Gratuity) contributions to contribution plans for qualifying employees. Under the Schemes, the company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised the contributions in the statement of profit and Loss. The Contributions payable to these plans by the company are at rates specified in the rules of the schemes.
1. Primary Segmentation has been done according to the nature of product & services.The Company's Operations predominantly relate to the following segments:
a) IT Solution & Products
b) IT Enabled Services
2. There is no Inter division or Inter Segment transfer of goods.
3. Since Fixed Assets used in the company's business cannot be specifically identified with any of the reportable segment, as these are used inter changeably among segments, therefore segment wise disclosure on capital employed has not been furnished.
4. The Company caters mainly to the Domestic market and the Export turnover is not significant in the context of the total turnover. As such, there are no geographical segments.
5. The Segment of IT Solutions & products also includes revenue generated from trading in communicating devices.
Mar 31, 2010
1) Contingent Liabilities not provided for:-
Bank Guarantees outstanding Rs. 275,000/- (Rs. 292,587/-).
ii. Letter of Credits issued by Bank Rs. 7,594,932/- (Rs. 58,864,946/-).
iii. The Company has received notices u/s 156 of Income Tax Act, for the Assessment Year 2005-06 for a demand of Rs. 5,104,827/- against which the Company has already paid a sum of Rs. 4,000,000/- and for the Assessment Year 2006-07 for a demand of Rs. 1,245,589/-. Further the Company has filed appeals before Commissioner of Income Tax (Appeals), Bangalore against these demands. Management is of the opinion that these demands are not sustainable. Accordingly no provision has been made for the same.
2) There was a dispute between Mr. P.R. Sheshadri, sole proprietor of Visesh Technologies and Pro Data Distribution Pte Ltd., Singapore in which M/s Pro Data Distribution Pte Ltd. Singapore made Visesh Infosystems Limited a party to the dispute and filed a case against the company and Mr. P.R. Sheshadri, Proprietor of Visesh Technologies. Honble High Court of Karnataka has passed an adverse order against the Company on 17.10.2001. On the request of the Company, the Honble High Court of Karnataka has recalled the order. The Company has deposited a sum of Rs. 1,858,671/- with Honble High Court of Karnataka against the same. The High Court dismissed the petition in view of non presence of petitioners on the date of hearing on 13.12.2007. The Company now has been advised to proceed in the matter for refund of the said amount deposited with the Court.
3) Earning in Foreign Exchange include sale of software and services Rs. 28,478,755/- ( Rs. NIL)
4) Managerial Remuneration under section 198 of the Companies Act, 1956. Salaries, Benefits & Allowances Rs. 851,065/- (Rs. 1,532,194/-)
5) Balances of Sundry Debtors, Sundry Creditors, Current Liabilities, Loans and Advances are subject to confirmation.
6) Prior year adjustments amounting to Rs. 1,49,331/- (Rs. 71,86,916/-) includes Rs. 300,499/- (Rs. 667,746/-) towards Service Tax input credit of earlier years, Services given in the earlier year of Rs. 1,66,377/- (Rs. NIL) not realiesed and Rs. 15,208/- (Rs. NIL ) towards Interest on FDRs provided excess in the earlier years, impact of above has been provided in the current year.
7) i) a) Out of the Issued, Subscribed & Paid up Capital, the following shares were allotted for consideration other than cash : 871,700 Equity Shares were allotted as fully paid up bonus shares in the ratio of 1:1 shares held on 28.06.1998 by capitalization of reserves;
b) 2,283,300 Equity Shares were allotted as fully paid up bonus shares in the ratio of 1:2 shares held on 11.08.1999 by capitalization of reserves;
c) 2,700,000 Equity Shares were allotted as fully paid up equity shares pursuant to a swapping contract on 26.09.2001;
d)2,225,000 Equity Shares were allotted as fully paid up equity shares pursuant to a business acquisition contract on 25.07.2002;
e)11,047,650 Equity Shares were allotted as fully paid up to the shareholders of erstwhile MPS Technosoft Ltd. pursuant to scheme of amalgamation as sanctioned by Honble High Court of Delhi vide its order dated 10.05.2005;
ii) 9,309,524 Equity Shares were allotted against 4,654,762 Global Depository Receipts at US$ 2.148 each representing two equity shares of Rs. 10/- each against each GDR.
iii) During the year, the Company had alloted 6,800,000 convertible warrants with an option to convert such warrants into equal number of equity shares of Rs. 10/- each at a price of Rs. 10/- per warrant, on preferential basis. Out of the total warrants so issued 6,300,000 warrants were converted into equal number of equity shares.
8 a) Working Capital Loan from Allahabad Bank, DBS Bank and Barclays bank are secured against mortgage of certain immovable property of the company, Hypothecation of Stock & Book Debts and other movable assets of the Company, Personal Guarantee of certain Directors namely Mr. Peeyush Aggarwal, Mr. Karun Jain and body corporates and others namely Infotecnics India Ltd., Omkam Developers Pvt. Ltd and Peeyush Aggarwal (HUF).
b) Loans from other banks includes Loans from (i) DBS Bank Ltd. Rs. 77,090,782 (Rs. 99,638,834/-) ii) Barclays Bank Rs. 49,375,000/- (Rs. 75,000,000/-) iii) Kotak Mahindra Prime Ltd. Rs. 75,382/- (` 234,834/-)
c) Loan from other institution includes loan from LIC Rs. 14,87,000/- (Rs. 1,487,000/-)
9) The funds received by the Company from GDR issue during the F. Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09 Banco Efisa wronglly adjusted an amount of USD 8,883,210.75 out of the balance lying in the Companys Account with the Bank. The Company has denied and disputed this debit. The Legal experts have advised that the company has strong case and very good chance of recovery. On the advice of the legal experts, the company had filed complaint under Portuguse Laws and investigations are pending before DIAP. The Company is also planning to initiate cases under civil as well as criminal laws before various forums/authorities. No interest has been credited in the Company account after 5th December 2008 and the company has also not provided for interest subsequent to this date. No impact of Bank adjustments has been provided in the books of accounts in view of legal opinion. Due to the dispute the company has not provided exchange fluctuation gain/(loss) on the balance with Banco Efisa as on 31st March 2010.
10) In the opinion of the Board, the realisable value of Current Assets, Loans and Advances, in the ordinary course of business, would not be less than the amount at which these are stated in the Balance Sheet and provision for all known liabilities have been made.
11). The Company has entered into contracts with companies for upgradation of ERP & Development / upgradation of other products. The amount spent on the same is pending capitalization under the head "Capital Work In Progress".
12) As required by the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 and as per the information available with the company, no amount is due to Micro, Small and Medium Enterprises as at 31st March, 2010.
Note: Primary segmentation has been done according to the nature of products and services. The Companys operations predominantly relate to the following segments:
a) I T Solutions & Product Support
b) Enterprise Software
c) I T Enabled Services
There is no Inter-divisional or inter-segmental transfer of Goods.
Since fixed assets used in the companys business cannot be specifically identified with any of the report- able segments as these are used inter changeably among segments, therefore segment wise disclosure on capital employed has not been furnished.
The company caters mainly to the domestic market and the Export turnover is not significant in the context of the total turnover. As such, there are no Geographical Segments.
13) Related Party Disclosures :
Related Party Disclosures as per Accounting Standard 18 "Related Party Disclosures"
A. List of related parties with whom the Company has transacted:
a Key Managerial Personnel
1. Mr. Peeyush Aggarwal
2. Mr. Karun Jain
b Parties in which the Key Managerial Personnel or the relatives of the Key Managerial Personnel are Interested
1. Omkam Communication Pvt. Ltd., 2. Omkam Global Capital Pvt. Ltd., 3. Positive Comsol Pvt. Ltd., 4. Omkam Securities Pvt. Ltd..
* Related party relationship is as identified by the Company and relied upon by the Auditors
14) Figures have been rounded off to the nearest rupee.
15) Figures in brackets represent the previous year.
16) Previous year figures have been regrouped / rearranged wherever considered necessary to correspond with current year figures.