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Notes to Accounts of Omnitech InfoSolutions Ltd.

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, 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:

 
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