Mar 31, 2014
Note 1
a) Contingent liabilities and commitments (to the extent not provided
for) (Rs. In Lacs)
As at 31st As at 31st
March, 2013 March, 2014
(i) Contingent Liabilities
(a) Claims against the company not
acknowledged as debt _ _
(b) Corporate Guarantees, Bank Guarantees
and Other money for which the
company is contingently liable 11,102.48 7,987,52
11,102.48 7,987.52
(ii) Commitments
(a) Estimated amount of contracts remaining
to be executed on capital account and not
provided for - -
(b) Uncailed liabiiity on shares andd other
investments partly paid
(c) Other commitments (specify nature) . .
Total 11,102.48 7,987.52
2. Dues to Micro, Small and Medium Enterprises
The Company has not received any memorandum (as required to be fiied by
the Suppiiers with the notified authorities under the Micro, Smali and
Medium Enterprises Development Act, 2006) claiming their status as on
31st March, 2014 as micro, small or medium Enterprises. Consequently
the amount paid/payable to these parties during the year is
unascertainable.
3. Balances standing to the account of the debtors, creditors,
advances, receivables and deposits are subject to confirmations.
4. Retirement Benefits
The Company has made provision in books pertaining to retirements
benefits. However, the same has not been done in line with the
applicable accounting standards.
5. Derivative Instruments
The Company uses Forward Contracts to hedge against its Foreign
Exchange Exposure. The Company does not enter into any derivative
instruments for Trading or Speculative purposes. As on 31st March,
2014, there are no outstanding Forward Contracts.
6. Segmental Reporting
The Company is mainly engaged in the business of Information Technology
and Information Technology enabled services. Considering the nature of
business and financial reporting of the Company, the Company has only
one segment viz. Information Technology.
The Company operates in Local and Export geographically. But due to
nature of business, the assets/liabllitles and expenses thereof cannot
be bifurcated separately.
7. Accounting for Employees Stock Option
a. Employee Stock Options are evaluated and accounted on intrinsic
value method as per the accounting treatment prescribed by Guidance
Note on ''Accounting for Employee Share-based payments'' issued by ICAI
read with SEBI (Employee Stock Option Scheme & Employee Stock Purchase
Scheme) Guidelines 1999 issued by SEBI. The excess of market value, if
any, of the stock options as on the date of grant over the exercise
price of the options is recognized as deferred employee compensation
and is charged to the profit and loss account on vesting basis over the
vesting period of the options. The un- amortized portion of the
deferred employee compensation is reduced from Employee Stock Option
Outstanding, which is shown under Reserves and Surplus.
b. During the year 4741 options have been exercised.
Mar 31, 2013
1. (a) Contingent Liabilities and Commitments (to the extent not
provided for)
(Rs. in Lacs)
Particulars 2012-13 2011-12
(i) Contingent Liabilities
(a) Claims against the company
not acknowledged as debt - -
(b) Corporate Guarantees, Bank
Guarantees and other money
for which the company is 7,987.52 8,249.31
contingently liable
7,987.52 8,249.31
(ii) Commitments
(a) Estimated amount of contracts
remaining to be executed on capital
account and -not provided for - -
(b) Uncalled liability on shares
and other investments partly paid - -
Total 7,987.52 8,249.31
2. Dues to Micro, Small and Medium Enterprises
The Company has not received any memorandum (as required to be filed by
the Suppliers with the notified authorities under the Micro, Small and
Medium Enterprises Development Act, 2006) claiming their status as on
31st March, 2013 as micro, small or medium Enterprises. Consequently
the amount paid/payable to these parties during the year is
unascertainable.
3. Balances standing to the account of the debtors, creditors,
advances, receivables and deposits are subject to confirmations.
4. Related Party Disclosures
(a) List of Parties where control exists, irrespective of transactions
i) Subsidiary Companies
1. Omnitech Technologies Inc., USA
2. Omnitech Services Pte. Ltd., Singapore
3. Europe Omnitech Technologies Services B.V., Netherlands
4. Omnitech (Singapore) Holding Pte Ltd
ii) Key Management Personnel
1. Mr. Atul M. Hemani - Managing Director & CEO
2. Mr. Avinash C. Pitale - Jt. Managing Director
3. Mr. Devarshi D. Buch - Executive Director
iii) Relatives of Key Management Personnel
1. Mrs. Amisha A. Hemani
2. Mrs. Vanita Hemani
3. Mr. Nirav Hemani
4. Ms. Vidhi Hemani
5. Mr. Bharat Hemani
6. Mr. Chandrakant Pitale
7. Mr. Amit Buch
8. Ms. Juhi Buch
9. Mr. Maganlal Hemani
10. Ms. Sheetal Pitale
11. Mr. Nitish Pitale
12. Mrs. Shubhangi Pitale
13. Mrs. Beejal D. Buch
14. Mr. Dushyant Buch
15. Mrs. Jayshree Buch
16. Mr. Yugal Hemani
iv) Enterprises owned or significantly influenced by Key Management
Personnel or their relatives
1. Omnitech Technologies Limited
2. Wintel Computers Private Limited
3. Atul Hemani HUF
4. Avinash Pitale HUF
5. Omnitech Employees'' Welfare Trust
v) Step-down subsidiaries
1. Omnitech Services Limited, Hong Kong
2. Avensus Netherland B.V, Netherlands
3. Omnitech Services Japan Co. Ltd., Japan
4. Omnitech (UK) Technologies Ltd. UK
5. Omnitech Australia Pty Ltd, Australia
* This excludes the sitting fees paid to Independent Directors as per
Accounting Standard Interpretation 21 issued by the Institute of
Chartered Accountants of India.
** Total amount outstanding as on 31st March, 2013 is Rs. 14.06 Lacs.
*** Total amount outstanding as on 31st March, 2013 is Rs. 6.60 Lacs.
**** Total amount outstanding as on 31st March, 2013 is Rs. 7.33 Lacs.
***** Out of total amount of Rs. 121.32 Lacs payable by Avensus
Netherland B.V, Rs. 7.84 Lacs were outstanding as on 1st April, 2012.
Rs.0.67 Lacs are balance to be received as on 31st March, 2013.
******out of total loan amount of Rs. 1384.83 lacs, Rs. 192.93 lacs are
outstanding as on 31st March, 2013.
*******out of total loan amount of Rs.2472.56 lacs, Rs. 2026.71 lacs
are outstanding as on 31st March, 2013
Note: Investments by the loanee in the shares of parent company and
subsidiary company, when the company has made a loan or advance in the
nature of loan - NIL
5. Equity Share Warrants
During the year, 1,18,225 Equity Share warrants were allotted to non-
promoters pursuant to approval of shareholders at the Extra-Ordinary
General Meeting held on 13th March, 2012. The said warrants were duly
converted into equal number of Equity Shares during the year. As on
31st March, 2013, there are no outstanding warrants pending for
conversion.
6. Derivative Instruments
The Company uses Forward Contracts to hedge against its Foreign
Exchange Exposure. The Company does not enter into any derivative
instruments for Trading or Speculative purposes. As on 31st March,
2013, there are no outstanding Forward Contracts.
7. Segmental Reporting
The Company is mainly engaged in the business of Information Technology
and Information Technology enabled services. Considering the nature of
business and financial reporting of the Company, the Company has only
one segment viz. Information Technology.
The Company operates in Local and Export geographically of which export
sales have amounted to Rs. 592.90 Lacs. But due to nature of business,
the assets/liabilities and expenses thereof cannot be bifurcated
separately.
8. Accounting for Employees Stock Option
1. Employee Stock Options are evaluated and accounted on intrinsic
value method as per the accounting treatment prescribed by Guidance
Note on ''Accounting for Employee Share-based payments'' issued by ICAI
read with SEBI (Employee Stock Option Scheme & Employee Stock Purchase
Scheme) Guidelines 1999 issued by SEBI. The excess of market value, if
any, of the stock options as on the date of grant over the exercise
price of the options is recognized as deferred employee compensation
and is charged to the profit and loss account on vesting basis over the
vesting period of the options. The un-amortized portion of the deferred
employee compensation is reduced from Employee Stock Option
Outstanding, which is shown under Reserves and Surplus.
2. During the year 1,59,349 options have been exercised. 20,994
options have been surrendered due to separations and these options are
available for reissue. During the year, options granted are 12,352 out
of which 8,601 were granted at an exercise price of Rs.136.45 and 3,751
were granted at an exercise price of Rs.150/-
3. The employee compensation cost on account of this grant applicable
for the year, net of reversal for the surrendered options, is Rs. 6.79
Lacs as against Rs.6.14 Lacs in the earlier year.
Mar 31, 2012
1. (a) Contingent Liabilities and Commitments (to the extent not
provided for)
(Rs. in Lacs)
Particulars 2011-12 2010-11
(i) Contingent Liabilities
(a) Claims against the company not
acknowledged as debt - -
(b) Corporate Guarantees, Bank
Guarantees and other money for
which the company 2616.78 865.98
is contingently liable
2616.78 865.98
2. Dues to Micro, Small and Medium Enterprises
The Company has not received any memorandum (as required to be filed by
the Suppliers with the notified authorities under the Micro, Small and
Medium Enterprises Development Act, 2006) claiming their status as on
31st March, 2012 as micro, small or medium Enterprises. Consequently
the amount paid/payable to these parties during the year is
unascertainable.
3. Balances standing to the account of the debtors, creditors,
advances, receivables and deposits are subject to confirmations.
4. Related Party Disclosures
(a) List of Parties where control exists, irrespective of transactions
i) Subsidiary Companies
1. Omnitech Technologies Inc., USA
2. Omnitech Services Pte. Ltd., Singapore
3. Europe Omnitech Technologies Services B.V., Netherlands
4. Omnitech (Singapore) Holding Pte Ltd
ii) Key Management Personnel
1. Mr. Atul M. Hemani à Managing Director & CEO
2. Mr. Avinash C. Pitale à Jt. Managing Director
3. Mr. Devarshi D. Buch à Executive Director
iii) Relatives of Key Management Personnel
1. Mrs. Amisha A. Hemani
2. Mrs. Vanita Hemani
3. Mr. Nirav Hemani
4. Ms. Vidhi Hemani
5. Mr. Bharat Hemani
6. Mr. Chandrakant Pitale
7. Mr. Amit Buch
8. Ms. Juhi Buch
9. Mr. Maganlal Hemani
10. Ms. Sheetal Pitale
11. Mr. Nitish Pitale
12. Mrs. Shubhangi Pitale
13. Mrs. Beejal D. Buch
14. Mr. Dushyant Buch
15. Mrs. Jayshree Buch
16. Mr. Yugal Hemani
iv) Enterprises owned or signifcantly infuenced by Key Management
Personnel or their relatives
1. Omnitech Technologies Limited
2. Wintel Computers Private Limited
3. Atul Hemani HUF
4. Avinash Pitale HUF
5. Omnitech Employees' Welfare Trust
v) Step-down subsidiaries
1. Omnitech Services Limited, Hong Kong
2. Avensus Nederland B.V, Netherlands
3. Omnitech Services Japan Co. Ltd., Japan
4. Omnitech (UK) Technologies Ltd. UK
5. Equity Share Warrants
(a) Out of 862000 convertible warrants allotted by the Company during
the F.Y. 2010-11, 860000 convertible warrants were pending to be
converted as on 1st April, 2011. The said warrants were fully converted
into equal number of equity shares during the F.Y. 2011-2012.
Consequentially 100% of the total price due on the conversion was duly
paid to the Company by the warrant holders.
The money received on account of conversion of warrants has been fully
utilized by the Company towards expansion of technology centers as on
31st March, 2012.
(b) At the Extraordinary General Meeting held on 13th March, 2012, the
Shareholders of the Company had approved the issuance of 4,18,725
Convertible warrants on preferential basis in accordance with relevant
SEBI Regulations (Guidelines) to certain Promoters and non- promoters.
However, as on 31st March, 2012, the Company is awaiting in à principle
approval from the Stock Exchanges for the said warrants.
6. Derivative Instruments
The Company uses Forward Contracts to hedge against its Foreign
Exchange Exposure. The Company does not enter into any derivative
instruments for Trading or Speculative purposes. As on 31st March,
2012, there are no outstanding Forward Contracts.
7. Segmental Reporting
The Company is mainly engaged in the business of Information Technology
and Information Technology enabled services. Considering the nature of
business and financial reporting of the Company, the Company has only
one segment viz. Information Technology.
The Company operates in Local and Export geographically of which export
sales have amounted to Rupees 807.46 lacs. But due to nature of
business, the assets/liabilities and expenses thereof cannot be
bifurcated separately.
8. Accounting for Employees Stock Option
1. Employee Stock Options are evaluated and accounted on intrinsic
value method as per the accounting treatment prescribed by Guidance
Note on 'Accounting for Employee Share-based payments' issued by ICAI
read with SEBI (Employee Stock Option Scheme & Employee Stock Purchase
Scheme) Guidelines 1999 issued by SEBI. The excess of market value, if
any, of the stock options as on the date of grant over the exercise
price of the options is recognized as deferred employee compensation
and is charged to the profit and loss account on vesting basis over the
vesting period of the options. The un-amortized portion of the deferred
employee compensation is reduced from Employee Stock Option
Outstanding, which is shown under Reserves and Surplus.
Mar 31, 2011
1. The previous year's figures have been recast/restated, wherever
necessary, to confirm to current year's classification.
2. Contingent Liabilities
(Rs. In lacs)
31st March, 2011 31st March, 2010
Contingent Liability (Outstanding
guarantees given by banks 7221.57 61.69
in favor of various government
authorities and others, corporate
guarantees) 7 Dues to Micro,
Small and Medium Enterprises
The Company has not received any memorandum (as required to be filed by
the Suppliers with the notified authorities under the Micro, Small and
Medium Enterprises Development Act, 2006) claiming their status as on
31st March, 2011 as micro, small or medium Enterprises. Consequently
the amount paid/payable to these parties during the year is
unascertainable.
3. Balances standing to the account of the debtors, creditors,
advances, receivables and deposits are subject to confirmations.
4. Related Party Disclosures
(a) List of Parties where control exists, irrespective of transactions
i) Subsidiary Companies
1. Omnitech Technologies Inc., USA
2. Omnitech Services Pte. Ltd., Singapore
3. Europe Omnitech Technology Services B.V., Netherlands
4. Omnitech (Singapore) Holding Pte Ltd
ii) Key Management Personnel
1. Mr. Atul Hemani à Managing Director & CEO
2. Mr. Avinash Pitale à Jt. Managing Director
3. Mr. Devarshi Buch à Executive Director
iii) Relatives of Key Management Personnel
1. Mrs. Amisha A. Hemani
2. Mrs. Vanita Hemani
3. Mr. Nirav Hemani
4. Ms. Vidhi Hemani
5. Mr. Bharat Hemani
6. Mr. Chandrakant Pitale
7. Mr. Amit Buch
8. Ms. Juhi Buch
9. Mr. Maganlal Hemani
10. Ms. Sheetal Pitale
11. Mr. Nitish Pitale
12. Mrs. Shubhangi Pitale
13. Mrs. Beejal D. Buch
14. Mr. Dushyant Buch
15. Mrs. Jayshree Buch
iv) Enterprises owned or significantly influenced by Key Management
Personnel or their relatives
1. Omnitech Technologies Limited, India
2. Wintel Computers Private Limited
3. Atul Hemani HUF
4. Avinash Pitale HUF
5. Omnitech Employees' Welfare Trust
v) Step-down subsidiaries
1. Omnitech Services Limited, Hong Kong
2. Avensus Netherland B.V, Netherlands
5. Equity Share Warrants
(a) Out of 862000 convertible warrants allotted by the Company during
the F.Y. 2009-10, 2000 warrants were converted into equity shares by
the Company and consequentially 75% of the total price due on the
conversion was duly paid to the Company by the warrant holder. Against
the said conversion of warrants, 2000 equity shares were allotted on
9th September, 2010. As on 31st March, 2011, listing application for
2000 Equity shares is pending with Stock Exchanges for approval.
The money received on account of issue/conversion of warrants has been
fully utilized by the Company towards expansion of technology centres
as on 31st March, 2011.
(b) At the Annual General Meeting held on 29th September, 2010, the
Shareholders of the Company had approved the issuance of 2,23,725
Convertible warrants on preferential basis in accordance with SEBI
Guidelines to certain Promoters and non- promoters. However, as on 31st
March, 2011, the Company is awaiting in à principal approval from the
Stock Exchanges for the said warrants.
6. Derivative Instruments
The Company uses Forward Contracts to hedge against its Foreign
Exchange Exposure. The Company does not enter into any derivative
instruments for Trading or Speculative purposes. As on 31st March,
2011, there are no outstanding Forward Contracts.
7. Segmental Reporting
The Company is mainly engaged in the business of Information Technology
and Information Technology enabled services. Considering the nature of
business and financial reporting of the Company, the Company has only
one segment viz. Information Technology.
The Company operates in Local and Export geographically of which export
sales have amounted to R6658.94 lacs. But due to nature of business,
the assets/liabilities and expenses thereof cannot be bifurcated
separately.
8. Accounting for Employees Stock Option
Employee Stock Options are evaluated and accounted on intrinsic value
method as per the accounting treatment prescribed by Guidance Note on
'Accounting for Employee Share-based payments' issued by ICAI read with
SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme)
Guidelines 1999 issued by SEBI. The excess of market value, if any, of
the stock options as on the date of grant over the exercise price of
the options is recognised as deferred employee compensation and is
charged to the profit and loss account on vesting basis over the
vesting period of the options. The un-amortized portion of the deferred
employee compensation is reduced from Employee Stock Option
Outstanding, which is shown under Reserves and Surplus.
a) The Compensation Committee of the Company granted 19,714 options
during the year under Omnitech ESOS 2009. Each option is convertible
into One equity share of R10/- each at price of R140/- per share. The
options granted would vest over a vesting period of two and half to
three years from the date of grant. The market price of share at the
time of grant was R252.05 per share.
b) The employee compensation cost on account of this grant applicable
for the year is R5,07,788 as a result of discounted rate at which
options have been granted.
Mar 31, 2010
1. The previous years figures have been recast/restated, wherever
necessary, to confirm to current years classification.
2. Contingent Liabilities
(Rs. in Lakhs)
31th March 2010 31th March 2009
Contingent Liability (Outstanding
guarantees given by 61.69 34.24
banks in favor of various government
authorities and others)
3. Managerial Remuneration
4. Foreign exchange Income & Expenditure
5. Major components of deferred tax assets and deferred tax
liabilities
6. Payment to Auditors
7. Dues to Micro, Small and Medium Enterprises
The Company has not received any memorandum (as required to be filed by
the Suppliers with the notified authorities under the Micro, Small and
Medium Enterprises Development Act, 2006) claiming their status as on
31 st March, 2010 as micro, small or medium Enterprises. Consequently
the amount paid/payable to these parties during the year is
unascertainable.
8. Balances standing to the account of the debtors, creditors,
advances, receivables and deposits are subject to confirmations.
9. Earnings Per Share
10. Related Party Disclosures
1 List of Parties where control exists, irrespective of transactions
11. Disclosure of loans /advances and investments in its own shares in
terms of Clause 32 of Listing Agreement with Stock Exchanges
12. Status of Deployment of Funds raised in IPO
13. Remittance of Dividend in Foreign Currency
During the year, the Company has not remitted any amount in foreign
currencies on account of dividends and does not have information as to
the extent to which remittances, if any, in foreign currencies on
account of dividends have been made by/on behalf of non-resident
shareholders. The particulars of dividends payable to non-resident
shareholders which were declared during the year are as under:
14. Retirement Benefits
The employees gratuity fund scheme is managed by Life Insurance
Corporation of India. The said scheme is a defined benefit scheme. The
present obligation is based upon actuarial valuation using the
projected unit credit method. The summary of computation of present
obligation, actuarial gain/loss etc. is as under: .
15. Equity Share Warrants
(a) During the Financial year ended on 31 March, 2010, the Company
allotted 8,62,000 warrants convertible into one Equity Share for each
warrant to the following persons including some of the Promoters at a
price of Rs. 122.59 each in accordance with the SEBI (ICDR) Regulations
and other applicable laws and Special Resolution passed by Shareholders
at their Extra-Ordinary General Meeting held on November, 2009:
(b) During the Financial Year ended on 3 I March, 2010, out of
13,25,000 warrants allotted by the Company on 4 July, 2008, 7,19,210
warrants were converted into equity shares by the Company and
consequentially 90% of the total price due on the conversion was duly
paid to the Company by the warrant holders. Against the said conversion
of warrants, 277794 equity shares and 441416 equity shares
were allotted on 22 December, 2009 and 4 January, 2010 respectively
Listing application for 277794 and 441416 Equity shares is
pending with Stock Exchanges for approval as on 3 I March, 2010.
Balance 605790 warrants were lapsed due to non-exercise of the options
and 10% of exercise price paid on the same was forfeited by the
Company.
(c ) The money received on account of issue/conversion of warrants has
been fully utilized by the Company towards expansion of technology
centres as on 3 I March, 2010.
16. Sale of Investment made in Omnitech TSB Co. Ltd.
During the Financial Year ended on 3 I March, 2010, the Company sold
its investment in Omnitech TSB Co. Ltd. This was due to lack of
required profitability in business in the region.
17. Derivative Instruments
The Company uses Forward Contracts to hedge against its Foreign
Exchange Exposure. The Company does not enter into any derivative
ruments for Trading or Speculative purposes. As on 3 I March, 2010,
there are no outstanding Forward Contracts.
18. Segmental Reporting
The Company is mainly engaged in the business of Information Technology
and Information Technology enabled services. Considering the nature of
business and financial reporting of the Company, the Company has only
one segment viz. Information Technology.
The Company operates in Local and Export geographically of which export
sales have amounted to Rs. 4671.05 lacs. But due to nature of business,
the assets/liabilities and expenses thereof cannot be bifurcated
separately.
19. Investment in Mutual Funds
During the year the Company invested the surplus funds for short
periods in the following Liquid/Cash Mutual Fund Schemes:
20. During the year, the Company wrote back the investment made by it
in FCDs issued by Lloyds Finance Ltd. The said investment was written
off by the Company during the Financial Year 2008-09.
21. Accounting for Employees Stock Option
During the Financial Year ended on 31 March, 2010, the Compensation
Committee granted 211857 stock options to the employees at market value
under Omnitech Stock Options Scheme, 2009. The Company has followed
Intrinsic Value method for the purpose of accounting the Employees
Compensation Cost. Since the Stock Options have been granted at market
value, Employees Compensation Cost is nil. The other relevant details
are as under: