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Notes to Accounts of Ontrack Systems Ltd.

Mar 31, 2013

- NOTE NO. 1

CORPORATE INFORMATION

Ontrack Systems Limited and it''s subsidiaries provide a wide range of information technology and consultancy services including system, hardware and software, communication and networking, software management solution etc. The Company''s registered office is at Chennai and it has four subsidiaries across the globe.

2.01 Rights and Preferences attached to Equity Shares:

The Company has only one class of equity shares having at par value of Rs. 10 each. Each shareholder is eligible to one vote per share held. 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.

2.02 Aggregate number shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

During the year 2007-08, 450,000 Equity Shares were issued for acquisition of Intellisys (Aust.) Pty. Ltd, which is subsequently renamed as Ontrack Systems (Aust.) Pty Ltd.

3.01 Working Capital Loans from banks are secured against hypothecation of stocks, book debts & other moveable assets of the company of paripasu basis ,charge of mortagage on the basis of paripasu inter-se on the entire immovable properties of the company at Salt Lake, Rajarhat and Ekdalia Road and personal guarantee of Managing Director.The loan guaranteed by director : SBI Rs. 1220 lacs ( previous yr. Rs. 960 lacs) and Indian Bank Rs. 453 lacs (Previous yr. Rs. 453 lacs)

3.02 Working Capital Loan from Indian Bank is further secured by way of pledge of equity shares of the company standing in the name of Managing Director and his Family Members & FDR/CDR standing in the name of the company.

3.03 The working capital loan from SBI is availed @ 15% p.a and from Indian Bank @ 15.75% p.a

3.04 Stand by line of credit from SBI is availed at an interest rate of @ 15.70% p.a. and is repayable within period of three months at any one instance.

3.05 Cheques worth of Rs. 1900.00 lacs issued to the creditors which have not been presented to the bank on the request of the company, pending the realisation of amount collected from customers. As a result, the Working Capital from SBI, Commercial Br. represents a book overdraft to that extent (Pr. Year Nil).

4.01 Vehicle loan from SBI - Commercial Branch is secured by hypothecation of respective vehicle and further secured by pledge of FDR.

4.02 Unpaid dividends Include amount of Rs. 1.40 lacs (P.Y. Rs. 0.74 lacs) due to be transferred / Credited to Investor Education Protection Fund.

5.01 Other Trade Advances include Rs. 10.00 lacs (Previous Year Rs. 10.00 lacs) due from a party, against which the company has filed money suit and the matter is subject to judicial proceedings. Pending the outcome of the legal proceedings, the extent of amounts recoverable there against is not ascertainable and therefore no provision has been made in the accounts.

5.02 Other Trade advances include Rs. 187.48 lacs(previous year Rs. 219.01 lacs) due from a customer on account of encashment of performance bank guarantee, which is subsequently settled amicably and the debt has been acknowledged by the customer with a schedule to repay the amount over a period of 2 years from the end of the financial year 2011-12. During the year Rs. 31.53 lacs has been received. Based on the acknowledgement of debt, relying on the commitment of the customer and the extent of amount realised during the year, it is considered good.

5.03 Loan & advances to related parties represent advances to subsidiaries & associates companies.

6.01 No provision for the present value of leave accrued in respect of the eligible employees is required to be made, based on the actuarial valuation using the Project Unit Cost Method. Leave benefit as per management'' s policy is not to be accrued beyond 30 days but availed of and the employees have been advised to plan their leave in advance while in service and immediately before superannuation . Leave not availed of is not encashable.

6.02 The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of the obligation is currently ascertained by the corporation based on the actuarial valuation using the Projected Unit Cost Method and the recommended contribution to the fund managed by the corporation has been provided in the accounts during the year.

The following table sets out the funded status and amounts recognized in the Company''s Financial Statements for Gratuity.

- NOTE NO. 7

Balance of the sundry creditors, sundry debtors and some of the loans & advances given & accepted are subject to confirmation

- NOTE NO. 8

During the year, the company has cancelled all MOU agreement with it''s foreign subsidiaries for the re-imbursement and accounting for their expenditure/income and accordingly no expenditure/income has been recognised.

- NOTE NO. 9

Previous year figures have been regrouped, rearranged and recasted, wherever considered necessary to make it comparable with that of current year figures.


Mar 31, 2012

- NOTE NO. 1 CORPORATE INFORMATION

Ontrack Systems Limited and it's subsidiaries provide a wide range of Information & Communication technology services including system integration, hardware and software, communication, networking, software development and allied services. The Company's registered office is at Chennai and it has four subsidiaries across the globe.

2.01 Rights and Preferences attached to Equity Shares:

The Company has only one class of equity shares having at par value of Rs. 10 each. Each shareholder Is eligible to one vote per share held. 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.

2.02 Aggregate number shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

During the year 2007-2008,450,000 Equity Shares were Issued for acquisition of Intelllsys (Aust.) Pty. Ltd, which Is subsequently renamed as Ontrack Systems (Aust.) Pty Ltd.

3.01 Working Capital Loans from bank are secured against hypothecation of stocks, book debts & other movable assets of the company,charge of mortgage on the basis of paripasu inter-se on the entire immovable properties of the company at Salt Lake, Rajarhat and Ekdalia Road and personal guarantee of Managing Director. The loan sanctioned by SBI Rs. 9.60 crore and previous yearRs. 6.60 crore and Indian BankRs. 4.53 crore and Previous yearRs. 3.50 crore

3.02 The working capital loan from SBI is availed @ 15% p.a and from Indian Bank @ 15.75% p.a

4.01 Sundry Creditors do not include any dues to micro, small and medium enterprises on account of principal amount together with interest and accordingly no additional disclosure have been made. The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

5.01 Term Loan from SBI is secured by way of charge of mortgage on entire immovable assets of the company at Salt Lake and Rajarhat on the basis of paripasu inter-se, hypothecation charge over entire moveable fixed assets of the company at Salt Lake and personal guarantee of Managing Director.

5.02 Unpaid dividends Include amount of Rs. 0.74 Lakh (P.Y. Rs. 0.57 Lakh) due to be transferred / Credited to Investor Education Protection Fund.

6.1 Other Trade Advances includeRs. 10.00 lacs (Previous YearRs. 10.00 lacs) due from a party, against which the company has filed money suit and the matter is subject to judicial proceedings. Pending the outcome of the legal proceedings, the extent of amounts recoverable there against is not ascertainable and therefore no provision has been made in the accounts.

6.2 Other Trade advances include Rs. 219.01 lacs(previous year Rs. 219.01 lacs) due from a customer on account of encashment of performance bank guarantee, which is subsequently settled amicably and the debt has been ackonwledged by the customer with a schedule to repay the amount over a period of 2 years from the end of the current financial year.

7.01 No provision has been made for the present value of leave accrued in respect of the eligible employees based on the actuarial valuation using the Project Unit Cost Method. The present value of the obligation is currently not determined/ ascertained. Leave benefit as per management policy is not to be accrued beyond 30 days but availed of and the employees have been advised to plan their leave in advance while in service and immediately before superannuation . Leave not availed of is not encashable.

7.02 The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of the obligation is currently ascertained by the corporation based on the actuarial valuation using the Projected Unit Cost Method and the recommended contribution to the fund managed by the corporation has been provided in the accounts during the year.

- NOTE NO. 8 CONTIGENT LIABILITIES:

Contingent liabilities not provided for:

i) Income tax demand against which appeals/ rectification are pending or necessary steps are taken for filing of appeals/ rectification. 1,047.10 286.00

ii) Bank Guarantee:

Domestic 145.09 125.02

iii) Letter of Credit:

Domestic 156.62 -

- NOTE NO. 9

Balance of the sundry creditors, sundry debtors and some of the loans & advances given & accepted are subject to confirmation.

- NOTE NO. 10

Till the year ended March 31,2011, the company was using pre-revised Schedule VI to the Companies Act, 1956, for the preparation and presentation of its financial statements. During the year ended March 31,2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company.The Company has reclassified previous year figures to conform to this year's classification.


Mar 31, 2011

1. Contingent liabilities not provided for :

(Rs. in lacs) 31.03.2011 31.03.2010

a) Income Tax Demand against which Appeals are pending/ 286.00 286.00 Necessary steps are taken for filing of appeals.

b) Bank Guarantee :

Foreign — 539.76

Domestic 125.02 43.69

2. Loans and Advances include Rs. 10.00 lacs (Previous Year: Rs. 10.00 lacs) due from a party, against which the company has filed monetary suit and the matter is subjudice. Pending the outcome of the legal proceedings, the extent of amounts recoverable there against is not ascertainable and therefore no provision has been made in the accounts.

3. The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of the obligation is currently ascertained by the corporation based on the actuarial valuation using the Projected Unit Cost Method and the recommended contribution to the fund managed by the corporation has been provided in the accounts during the year.

4. No provision has been made for the present value of leave accrued in respect of the eligible employees based on the actuarial valuation using the Projected Unit Cost Method. The present value of the obligation is currently not determined/ascertained

Leave benefit as per management's policy is not to be accrued beyond 30 days but availed of and the employees have been advised to plan their leave in advance while in service and immediately before superannuation. Leave not availed of is not encashable.

5. Sundry Creditors do not include any dues to micro, small and medium enterprises on account of principal amount together with interest and accordingly no additional disclosure have been made. The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

6. Depreciation has been provided for in the Accounts on "Straight Line Method" and the assets are depreciated over the useful life of the assets based on the estimation made by the management and using the rates which are not less than those prescribed in Sch-XIV to the Companies Act 1956.

7. Loans and advances include Rs. 219.01 lacs due from a customer on account of encashment of performance bank guarantee, which is disputed and the company has taken necessary step to refer the matter for arbitration. Pending the outcome of arbitration proceedings, it is considered good and recoverable.

8. Related Party Transaction

Name of the Related parties and description of relationship:

Name Relationship

Ontrack Systems (UK) Ltd. Entity under common control

Ontrack Systems (UAE) Ltd. Entity under common control

Ontrack Systems (Aust) Pty. Ltd. Entity under common control

Ontrack Global Services Ltd. Entity under common control

R.P. Infosystems Pvt. Ltd. Entity under common control Ontrack Systems (B.V. ) Netherland Associated Enterprise

Comunet Info-Systems Pvt. Ltd. Associated Enterprise

Mr. B. Hari Key Managerial Personnel

Mr. S.V.Ramani Key Managerial Personnel

Mrs. Simi Hari Relative of Key Managerial Personnel

9. Additional information pursuant to the Provisions of Clauses 3, 4C and 4D of part II of Schedule VI of the Companies Act, 1956.

No specific license is required for manufacture of products, in terms of the New Industrial Policy of the Govt. of India except those which are in the restricted list. As per SIA approval received from Govt. of India, the annual capacity of the Company works out to Rs. 4000.00 lacs. Software development, system integration and networking cannot be expressed in term of any generic unit, therefore it is not practicable to give these details in quantitative figures. Further in view of the nature of the business, variety of items, volume of transactions and different units of sale computer hardware items, it is not possible to furnish quantitative details for all the goods traded by the company.

10. Balance of the sundry creditors, sundry debtors and some of the loans & advances given & accepted are subject to confirmation

11. Previous year figures have been regrouped/rearranged/recast wherever found necessary.


Mar 31, 2010

1. Contingent Liabilities not provided for:

(Rs. in lacs)

31.03.2010 31.03.2009

a) Income Tax Demand against 286.00 116.57 which Appeals are pending

b) Bank Guarantee :

Foreign 539.76 629.31

Domestic 43.69 26.17

2. Loans and Advances include Rs.10.00 lacs due from a party, against which the company has filed money suit and the matter is subjudice. Pending the outcome of the legal proceedings, the extent of amounts recoverable there against is not ascertainable and therefore no provision has been made in the accounts.

3. The employees’ gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of the obligation is currently not determined /ascertained based on the actuarial valuation using the Projected Unit Cost Method and not provided for in the accounts during the year.

4. The employees group medical policy is managed by an Insurance Company. The premium obligation under this policy is currently not ascertained and not provided for in the accounts during the year.

5. No provision has been made for the present value of leave accrued in respect of the eligible employees based on the actuarial valuation using the Projected Unit Cost Method.The present value of the obligation is currently not determined/ascertained.

Leave benefit as per management’s policy is not to be accrued beyond 30 days but availed of and the employees have been advised to plan their leave in advance while in service and immediately before superannuation. Leave not availed of is not encashable.

6. Sundry Creditors do not include any dues to micro, small and medium enterprises on account of principal amount together with interest and accordingly no additional disclosure have been made. The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

7. Depreciation has been provided for in the Accounts on "Straight Line Method" and the assets are depreciated over the useful life of the assets based on the estimation made by the management and using the rates which are not less than those prescribed in Sch-XIV to the Companies Act 1956.

8. The company has passed a special resolution in Extra ordinary General Meeting held on 14th May 2010 for the issue of Preferential allotment of 1,02,00,000 equity shares to the promoter’s & their groups. Consequent to such allotment, the percentage of holding of the promoters’ and their group in the equity shares of the company would be 65.74 against the present holding of 27.54.

9. During the year, by virtue of acquiring equity shares having 48% voting right in Comunet Info-Systems Pvt. Ltd, the company became the associate enterprise of the company.

10. Major Components of Deferred Tax Assets/(Liabilities) as at 31.03.2010 are as follows: