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Notes to Accounts of PCS Technology Ltd.

Mar 31, 2015

1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fixed assets, and on accrual basis. These financial statements comply in all material respects with the applicable Accounting Standards notified under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 2013.

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, redeemable in the 12th and 13th year from the date of allotment or earlier as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

2. Employee Benefits:

a) Contribution to Provident Fund of Rs.2,30,11,688 (previous year Rs. 1,95,70,530) is recognized as an expense and included in Contribution to Provident Funds etc. in the Statement of Profit and Loss.

3. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2015 is Rs.3,25,06,983 (Previous Year - Rs.7,05,10,715).

4 a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.50,45,046 as recipient of services for the period Apr2009 - Mar2010.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.29,13,810 as recipient of services for the period Apr2010 - Mar2011.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.5,96,410 as recipient of services for the period Apr2011 - Mar2012.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Commissioner of Service Tax, Mumbai has passed an order confirming the demand of Rs.2,29,04,559 (Previous Year: Rs.4,69,24,929) u/s 73 of Finance Act 1994 purchase of software under category of Intellectual Property Rights for the period Dec2004 - Mar2009.

The Company has obtained the legal opinion that the software purchase does not attract provisions of Intellectual Property Rights under Service Tax Rules, and now is in process of filing appeal before Appellate Tribunal.

2 The Company has received a demand of Rs.19,12,633 from the Commissioner of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept2006 - Mar2010.

The Company has filed an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs.5,04,995 from the Commissioner Of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr2004 - Mar2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs.44,28,762 from the Commissioner Of Central Excise(Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a Show Cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

6 The Company has received an order of Rs.43,11,000 in FY 2006-07 from Commissioner of Central Excise (Appeal) Mumbai on account of alleged non- submission of import documents of various goods under Project Import Regulation Act 1986.

The Company has filed as appeal before CESTAT Mumbai, on the grounds of merits of the case. The Hon'ble High Court of Judicature at Bombay has set aside the order of CESTAT dated 8th June 2006 for pre-deposit of Rs.15 lakhs.

7 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.25,21,282 on account of wrong availment of Cenvat Credit for the period Apr2012 - Mar2013.

The Company has filed its reply denying the demand on the merits and grounds.

5. "The Scheme of Amalgamation and Arrangement between PCS International Limited, Mauritius ('PIL Mauritius' or 'the Transferor Company') and PCS Technology Limited ('PTL' or 'the Company' or 'the Transferee Company') and their respective Shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, ("the Scheme") has been sanctioned by the Hon'ble Bombay High Court on 8th May, 2015.

The Scheme was approved by the Board of Directors in its meeting held on 21st May, 2014 and the Company received 'No Objection' letter in support of the Scheme from BSE Ltd, Pune Stock Exchange Ltd. Subsequently, the Scheme was approved by the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company on 23rd January, 2015. The Scheme inter-alia provides for the merger of PIL Mauritius into the Company and also provides for financial restructuring of the Company with respect to its unproductive activities. Accordingly, it proposed to write off certain stressed assets against the Securities Premium Account and other available reserves.

Currently, the Company is awaiting to receive the authenticated copy of the Order approving the Scheme from the Hon'ble Bombay High Court. Pursuant to receipt of the Order, the Company shall file the copy of the Order vide e-form INC 28 with the Registrar of Companies, Pune and also with the Regulatory Authority at Mauritius for the striking off the name of PIL Mauritius from their records.

The Appointed Date for the Scheme is 1st April 2014. However, as the Scheme would only be effective pursuant to striking off the name of the Transferor Company by Regulatory Authority at Mauritius, no effect of the Scheme has been given in the financial statements of the Company for FY 2014-15."

6. Segment Reporting:

The Company is engaged mainly in Computer peripherals, software's and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

6.1 Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

7. Estate of Late Mr. Sobhagmal M. Patni

8. Estate of Late Mrs Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited

5. Saulese Energija Limited

6. AAP & Associates, LLP

7. Patni Healthcare Limited

7.2 Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

8. Figures for the previous year have been regrouped/ rearranged wherever necessary.


Mar 31, 2014

1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fixed assets, and on accrual basis. These financial statements comply in all material respects with the applicable Accounting Standards notified under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

a) Terms/ Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. 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 all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs. 10 per share, redeemable in the 12th and 13th year from the date of allotment or earlier as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

2. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2014 is Rs. 7,05,10,715 (Previous Year - Rs. 13,69,30,473).

3. a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 50,45,046 as recipient of services for the period Apr. 2009 - Mar. 2010.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 29,13,810 as recipient of services for the period Apr. 2010 - Mar. 2011.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner of Service Tax, Mumbai demanding Rs. 5,96,410 as recipient of services for the period Apr. 2011 - Mar. 2012.

The Company has filed its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Commissioner of Service Tax, Mumbai has passed an order confirming the demand of Rs. 2,29,04,559 (Previous Year: Rs. 4,69,24,929) u/s 73 of Finance Act 1994 purchase of software under category of Intellectual Property Rights for the period Dec. 2004 - Mar. 2009.

The Company has obtained the legal opinion that the software purchase does not attract provisions of Intellectual Property Rights under Service Tax Rules, and now is in process of filing appeal before Appellate Tribunal.

2 The Company has received a demand of Rs. 19,12,633 from the Commissioner of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept. 2006 - Mar. 2010.

The Company has filed an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs. 5,04,995 from the Commissioner of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr. 2004 - Mar. 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs. 44,28,762 from the Commissioner of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has filed appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a show cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr. 2006 - Mar. 2007.

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company.

c) Status of statutory dues under disputes and settled during the current year:

1 In the current year the Appellate Tribunal Customs, Central Excise & Service Tax, Mumbai has passed the order in favor of the Company and set aside the demand of Rs. 20,20,103 which was earlier raised by Commissioner of Customs, Pune on Custom Duty on import of raw material used in manufacturing of copper cladlaminates for the period from 1997 - 2002.

2. "The Board of Directors in their meeting held on August 14, 2013 had approved the Scheme of Amalgamation & Arrangement between PCS Positioning Systems (India) Limited (''PPSIL'') and PCS International Limited, Mauritius (''PIL Mauritius'') and PCS Technology Limited (''PTL'' or ''the Company''). The Scheme inter-alia provided for the merger of PPSIL and PIL Mauritius into PTL effective from March 31, 2014 (Appointed Date). The Scheme also provided for write off of certain stressed assets against the Securities Premium Account and other available reserves. In terms of SEBI circular dated February 4, 2013 read with circular dated May 21, 2013, the Company had also obtained a No Objection Letter dated November 26, 2013 from BSE Limited, the designated Stock Exchange. Due to certain delays the Company did not proceed with the implementation of the Scheme. There were also certain developments impacting PPSIL, due to which the Board of the Company at their meeting held on May 21, 2014 decided to altered the Scheme (''Altered Scheme'') by (a) Withdrawing the merger of PCS Positioning Systems (India) Limited with the Company; and (b) Amending the Appointed Date to April 1, 2014. The Altered Scheme therefore provides for amalgamation of PCS International Limited, Mauritius (''PIL Mauritius'') with the Company and write off of certain stressed assets against Securities Premium Account and other available reserves. As the Scheme intends to adjust some assets using above Reserves, the adjustment does not impact on Statement of Profit & Loss of current year. The Company has already initiated steps to intimate Stock Exchanges & SEBI about the Altered Scheme which will also be subject to the approval of shareholders and relevant jurisdictional authorities.

4. Segment Reporting:

The Company is engaged mainly in Computer peripherals, softwares and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

5. Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director & CEO)

b) Relatives of Key Management Personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr. A.K.Patni are members of HUF)

7. Estate of Late Mr. Sobhagmal M. Patni

8. Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited

5. Saulese Energija Limited

6. AAP & Associates, LLP

7. Patni Healthcare Limited

6. Figures for the previous year have been regrouped/ rearranged wherever necessary.


Mar 31, 2013

1. BASIS OF PrEPArATION

These fnancial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fxed assets, and on accrual basis. These fnancial statements comply in all material respects with the applicable Accounting Standards notifed under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

The Company has prepared its fnancial statements in accordance with Revised Schedule VI notifed under the Companies Act, 1956. The adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of fnancial statements. However it has signifcant impact on presentation and disclosures made in the fnancial statements.

2 In the previous year, pursuant to the scheme of arrangement under sections 391 to 394 read with sections 78, 100 to 104 and other applicable provisions of the Companies Act, 1956 as approved by Hon''ble High Court Of Judicature at Mumbai vide order dated 28/09/2012, the Company has charged Rs.7899.62 lacs being permanent reduction in the value of fxed and current assets and adjusted against Security Premium Reserves, Capital Reserve, General Reserve and Proft and Loss account.

3. Employee Benefts

a) Contribution to Provident Fund of Rs.20,340,368 (previous year Rs. 21,568,180) is recognized as an expense and included in Contribution to Provident Funds etc. in the Statement of Proft and Loss.

b) Defned Beneft plans in respect of Gratuity and leave encashment - as per actuarial valuation.

4. Issue of Preference Shares:

Pursuant to resolution passed in the Annual General Meeting of the Share Holders held on 21st December 2012, the Company has allotted 39,75,000; 9% Redeemable, Non-Convertible, Non-cumulative Preference Shares of Rs.10 each for cash at a premium of Rs.125 per share aggregating Rs.53,66,25,000 on private placement basis to the Promoters and Promoter companies of the Company on 31st January, 2013. The premium received on the aforesaid preference shares amounting to Rs.49,68,75,000 has been credited to "Securities Premium" account.

5. Note on Contingent Liability:

In respect of outstanding performance bank guarantees furnished to various customers against margin deposits as on 31st March 2013 is Rs.13,69,30,473 (Previous Year – Rs.174,626,913).

6. a) Status of statutory dues under disputes on which amount has been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.50,45,046 as recipient of services for the period Apr2009 - Mar2010.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

2 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.29,13,810 as recipient of services for the period Apr2010 - Mar2011.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

3 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.5,96,410 as recipient of services for the period Apr2011 - Mar2012.

The Company has fled its reply denying the demand on the facts and grounds that the Company has paid Service Tax under the head Information Technology Services with effect from the date, the entry became applicable. Hence, the Company is not liable for further dues.

b) Status of statutory dues under disputes on which amount has not been paid:

1 The Company has received a show cause notice u/s 73 of Finance Act 1994 from Commissioner Of Service Tax, Mumbai demanding Rs.4,69,24,929 on import of software under category of Intellectual Property Rights for the period Dec2004 – Mar2009.

The Company has obtained the legal opinion and fled its reply denying the demand as the Service Tax on this kind of service was not applicable.

2 The Company has received a demand of Rs.19,12,633 from the Commissioner Of Central Excise, Pondicherry u/s 11A of Central Excise Act imposing Central Excise on pre-loading of software for the period Sept2006 - Mar2010.

The Company has fled an appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Chennai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Chennai.

3 The Company has received a demand of Rs.5,04,995 from the Commissioner Of Central Excise (Appeal), Vapi on the ground of irregular availment of Central Excise during the period Apr2004 - Mar2005.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

4 The Company has received a demand of Rs.44,28,762 from the Commissioner Of Central Excise(Appeal), Vapi on the ground of irregular availment of Central Excise during April 2004 - March 2005.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Ahmedabad. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Ahmedabad.

5 The Company has received a Show Cause Notice from Director of Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

The Company is in process of fling suitable reply against the Show Cause Notice and the management expects favorable order. The proceedings are pending before Commissioner of Customs, Mumbai.

6 The Company has received a demand of Rs.20,20,103 from Commissioner of Customs, Pune demanding differential Custom Duty on import of raw material used in manufacturing of copper clad laminates for the period from 1997 - 2002.

The Company has fled appeal before Appellant Tribunal Central Excise, Customs & Service Tax, Mumbai. Tribunal has passed the order granting stay on the demand. The proceedings are pending before the Tribunal at Mumbai.

7. The management is reviewing its future business plan in view of the new market condition and certain decision taken in past. Consequently post completion of review exercise, the company will decide the road map including treatment of various asset.

8. Segment reporting:

The Company is engaged mainly in Computer peripherals, softwares and related IT services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

9.1 related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

1. PCS International Limited, Mauritius

2. PCS Technology USA, Inc.

3. PCS Positioning Systems (India) Limited

4. PCS Infotech Limited

B Other Related parties with whom there are transactions during the year.

a) Key Management Personnel

1. Mr. G.K.Patni (Chairman)

2. Mr. A.K.Patni (Vice Chairman)

3. Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel

1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

2. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)

3. Mr. Apoorva Patni (Director) (Son of Mr. A.K.Patni)

4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

6. Sobhagmal M. Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

7. Estate of Late Sobhagmal M. Patni

8. Estate of Late Mrs Kanchanbai Patni

c) Affliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)

1. Ashoka Computer Systems Private Limited

2. PCS Cullinet Private Limited

3. PCS Finance Private Limited

4. Kalpavruksh Systems Limited - (Formerly known as Vraksh Technologies Limited)

5. Saulese Energija Limited

6. AAP & Associates LLP

7. Patni Healthcare Limited

10 (a) Disclosure required by Clause 32 of the Listing Agreement:

Amount of loans and advances in nature of loans outstanding from subsidiaries - NIL 40 (b) Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

11. Figures for the previous year have been regrouped/ rearranged wherever necessary.


Mar 31, 2012

1. Basis of preparation

These fnancial statements have been prepared in accordance with the generally accepted accounting principles in India, under the historical cost convention, except for certain revalued fxed assets, and on accrual basis. These fnancial statements comply in all material respects with the applicable Accounting Standards notifed under the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

During the year ended 31st March 2012, the revised Schedule VI notifed under the Companies Act, 1956 has become applicable to the Company, for preparation and presentation of its fnancial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of fnancial statements. However it has signifcant impact on presentation and disclosures made in the fnancial statements, the Company has also reclassifed the previous years fgures in accordance with the requirements applicable in the current year.

2.1) related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius

ii PCS Technology USA, Inc

iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there are transactions during the year

a) Key Management Personnel

i. Mr. G.K.Patni (Chairman) ii. Mr. A.K.Patni (Vice Chairman) iii. Mr. H.C. Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni

(Wife of Mr. G.K.Patni)

ii) Mrs. Sadhna Patni

(Wife of Mr. A.K.Patni)

iii) Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

iv) Mr. Arihant Patni

(Son of Mr. G.K.Patni)

v) Mrs. Raja Rani Gangwal

(Sister of A.K.Patni & G.K.Patni)

vi) Sobhagmal M.Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

vii) Estate of Late Mr. Sobhagmal M Patni

viii)Estate of Late Mrs Kanchanbai Patni

c) Affliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)

i) Ashoka Computer Systems Pvt Ltd

ii) PCS Cullinet Pvt Ltd

iii) PCS Finance Pvt Ltd

iv) Kalpavruksh Systems Ltd (Formerly known as Vraksh Technologies Ltd)

v) Saulese Energija Ltd

vi) AAP & Associates, LLP


Mar 31, 2011

1. The current accounting year is for "12 months from 01.04.2010 to 31.03.2011. Figures of previous period are of 9 months from 01.07.2009 to 31.03.2010 and hence not directly comparable with figures of current year. The figures of the previous period have been re-grouped and/or rearranged wherever necessary.

2. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the.values stated, if realized in the ordinary course of business. The- provisions for depreciation and known liabilities are adequate and not in excess of the amounts reasonably necessary.

3. COMMITMENTS AND CONTINGENT LIABILITIES

(a) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for is NIL (previous year Rs 3,46,950/-), net of advances.

(b) Contingent Liabilities not provided.

i) On account of Bank guarantees - Rs. 243,422,580/- (Previous year Rs.434,340,612/-).

4. EMPLOYEE BENEFITS

a) Contribution to provident Fund of Rs.18,668,451/- {previous year Rs. 14,454,1211) is recognized as an expense and included in contribution to provident funds and other funds in the Profit and loss Account.

The estimate of future salary increase, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

5. The Legal and Professional fees includes payments of professional fees of Rs.796,070/- (previous year Rs. 496,3501-) to the firms in which some of the Directors of the Company are partners.

6. The Pune unit continues to manufacture Computer Systems while manufacturing of Copper Clad Laminates (CCL) remains suspended.

7. Additional information pursuant to the provisions of Paragraphs 3 & 4 of part II of Schedule VI of the Companies Act, 1956 are as under:-

8. Related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius ii PCS Technology USA, Inc iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there are transactions during the year

a) Key Management Personnel

i) Mr. G.K.Patni (Chairman) ii) Mr. A.K.Patni (Vice Chairman) iii) Mr.' H C Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni (Wife of Mr. G.K.Patni) ii) Mrs. Sadhna Patni (Wife of Mr. A.K.Patni) iii) Mr. Apoorva Patni (Director) (Son of Mr. A.K.Patni) iv) Mr. Arihant Patni (Son of Mr. G.K.Patni) v) Mrs. Rajrani Gangwal (Sister of A.K.Patni & G.K.Patni) vi) Sobhagmal M.Patni HUF (Mr.G.K.Patni & Mr.A.K.Patni are members ofHUF) vii) Estate of Late Sobhagmal M Patni viii) Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or relatives have significant influence)

i) Ashoka Computer Systems Pvt Ltd ii) PCS Cullinet Pvt Ltd iii) PCS Finance Pvt Ltd. iv) Kalpavruksh Systems Ltd (Formerly known as Vraksh Technologies Ltd) v) Saulese Energija Ltd

9 (b) Details of Investment by the Loanee in the shares of the company.

None of the Loanee have made investments in the shares of the company.

10 The Company is engaged mainly in Computer products and services viz., manufacture & trading of computers, peripherals, computer parts and maintenance of computers & related services and as such it is the only reportable business segment. The export sales of the company are less than 10% of the total turnover and hence there is single reportable geographical segment.

11 Balance Sheet abstract and Company's general business profile pursuance to Para IV of Schedule VI to the Companies Act, 1956 is attached.


Mar 31, 2010

1. The current accounting period is for 9 months from 01.07.2009 to 31.03.2010. Figures of previous year are for a period of 12 months ending on 30.06.2009 and hence not directly comparable with figures of current period. The figures of the previous years have been re-grouped and/or rearranged wherever necessary.

2. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the values stated, if realized in the ordinary course of business. The provisions for depreciation and known liabilities are adequate and not in excess of the amounts reasonably necessary.

3. Commitments and contingent liabilities

(a) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.346,9501- (previous year Rs 2,848,637/1, net of advances.

(b) Contingent Liabilities not provided.

i) On account of Bank guarantees - Rs. 434,340,612/- (Previous year Rs.491,240,920/-).

ii) In respect of R&T activities, Vijaya Bank has filed an application No 1627 of 2000 for Rs 4,538,000/- alongwith interest in the Debt Recovery Tribunal, Mumbai. In this litigation, the Company is second defendant .The Company has been advised thet it has a good defense, accordingly; the Company has not made any provision in respect of this litigation.

4. The Legal and Professional fees includes payments of professional fees of Rs. 486,350I- (previous year Rs. 875,0401-) to the firms in which some of the Directors of the Company are partners.

5. The Pune unit continues to manufacture Computer Systems while manufacturing of Copper Clad Laminates (CCL) remains suspended.

6. Related parties disclosures:

A. Names of the related parties (where control exists) Subsidiary Companies:-

i PCS International Ltd., Mauritius

ii PCS Technology USA, Inc

iii PCS Positioning Systems (India) Ltd.

B. Other Related parties with whom there ere transactions during the year

a) Key Management Personnel

i) Mr. G.K.Patni (Chairman)

ii) Mr. A.K.Patni (Vice Chairman)

iii) Mr. H C Tandon (Managing Director)

b) Relatives of key management personnel:-

i) Mrs. Rajnikanta Patni

(Wife of Mr. G.K.Patni)

ii) Mrs. Sadhna Patni

(Wife of Mr. A.K.Patni)

iii) Mr. Apoorva Patni (Director)

(Son of Mr. A.K.Patni)

iv) Mr. Arihant Patni

(Son of Mr. G.K.Patni)

v) Mrs. Pumima Tandon

(Wife of Mr. H.C.Tandon)

vi) Mrs. Rajrani Gangwal

(Sister of A.K.Patni & G.K. Patni)

vii) Sobhagmal M.Patni HUF

(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

viii) Estate of Late Mr. Sobhagmal M Patni

ix) Estate of Late Mrs. Kanchanbai Patni

c) Affiliates (Enterprises over which Key Management personnel or relatives have significant influence)

i) Patni Computer Systems Ltd.

ii) Ashoka Computer Systems Pvt Ltd

iii) PCS Cullinet Pvt Ltd

iv) PCS Finance Pvt Ltd.

v) Vraksh Technologies Ltd.

 
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