Mar 31, 2015
To
The Members,
PRISM INFORMATICS LIMITED,
The Board of Directors of your Company are delighted to present the
33rd Annual Report of company, along with the audited financial
statements for the financial year ended 31st March 2015
1. Financial performance
1.1 STANDALONE RESULTS:
(In Rs.)
Particulars For the
year ended For the
year ended
31 March,2015 31 March,2014
Revenue
Revenue from Operations 124,213,730 209,993,239
Other income 22,510,629 27,507,752
Total Revenue 146,724,359 237,500,991
Expenses
Cost of Sales & Service 20,725,023 52,002,656
Employee benefits expense 90,676,624 123,047,050
Other expenses 46,414,783 30,749,201
Depreciation 1,888,338 2,272,137
Amortisation - 13,015,054
Finance costs 14,218,509 20,158,527
Total Expenses 173,923,278 241,244,625
Exceptional / Extraordinary Expenses 460,902,262 42,439,889
Profit before tax (488,101,181) (46,183,523)
Tax expense:
- Current tax 2,433,444 (1,335,329)
- MAT credit entitlement
- Deferred tax charge (35,786,835) (1,395,753)
Profit after taxation for the year from (454,747,790) (43,452,441)
continuing operations
1.2 CONSOLIDATED RESULTS:
(In Rs.)
For year ended For year ended
Particulars March 31,2015 March 31,2014
Total Income 466,905,027 698,320,959
Less: Total Expenditure 22,700,544 715,239,516
Profit before Depreciation (75,950,193) (3,302,712)
Depreciation 8,932,229 13,615,845
Profit after Depreciation & before
prior period items (84,882,422) (16,918,557)
Less: Extra ordinary Items 408,645,213 11,559,352
Less: Exceptional Items - -
Profit before taxation (493,527,634) (28,477,909)
Tax Expense: - -
1) Current tax 4,422,641 90,304
2) Deferred tax (35,786,835) (1,395,753)
Net profit for year (462,163,440) (124,881,535)
Profit brought forward (301,769,747) (176,888,212)
Transfer to General Reserve - -
Less: Appropriations - -
Interim Dividend
Proposed Equity Dividend - -
Preference Dividend - -
Dividend Tax - -
2. Company's Performance:
During the financial year 2014-15, company has achieved operational
revenue of Rs. 12.42 Crores. However at net level there is a loss of
Rs.45.47 Crores. Company suffered a loss due to provisions made for
capital commitments towards its wholly owned subsidiaries and
disinvestment of its stake in Idhasoft Limited, Associate Company of
Prism Informatics Limited.
On consolidated basis, Company booked a revenue of Rs. 46.69 Crores in
FY 2014-15. The net loss of Company for FY 2014-15 is Rs. 46.21 Crores.
3. Dividend
The Board of Directors of your company do not recommend any dividend
for the year 2014-15.
4. Extract of Annual Return:
The extract of the Annual Return of Company in Form MGT-9 is annexed
herewith as Annexure "A" to this report.
5. Number of Meetings of the Board:
During the financial year 2014-15, nine Board Meetings were held. The
details of which are given in Corporate Governance Report.
6. Directors' Responsibility Statement:
The directors report that
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of company at the end of the financial year and of the profit and loss
account of company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of company and for
preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The Directors, had laid down internal financial controls to be
followed by company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7. Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their
remuneration. The Nomination and Remuneration policy is annexed
herewith as Annexure "B" to this report.
8. Particulars of Loans, Guarantees or Investments:
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of services if any,
b) given any guarantee or provided security in connection with a loan
to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate exceeding sixty percent, of its
paid-up share capital, free reserve and securities premium account or
one hundred percent of its free reserves and securities premium account
whichever is more.
Your company has not accepted deposits from public as envisaged under
Sections 73 to 76 of Companies Act, 2013 read with Companies
(acceptance of Deposit) Rules, 2014.
9. Particulars of Contracts or Arrangements with Related Parties:
All contracts or arrangements entered into by Company with Related
Parties have been done at arm's length and are in the ordinary course
of business.
The policy on Related Party Transactions as approved by the Board has
been displayed on Company's Website at the link-
http://www.whyprism.com/download/Corporate%20Govern
ance/Related%20Trade%20Party%20Transactions%20- %20PoHcy.pdf.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, the particulars of such
transactions are provided in Form AOC-2 which is annexed herewith as
Annexure "C" to this report. Related party disclosures as per AS-18
have been provided in Note-27 to the financial statement.
10. State of Company's Affairs:
Discussion on state of Company's affairs has been covered as part of
the Management Discussion and Analysis (MDA). MDA for the year under
review, as stipulated under Clause 49 of the Listing Agreement with
Stock Exchanges, is presented in a separate section forming part of the
Annual Report.
11. Share Capital:
The paid- up Equity Share Capital as on 31st March, 2015 stood at 24.94
Million. During the year under review, 2% 6,60,000 (nos) Non -
Cumulative Compulsory Convertible Preference Shares (NCCP Series -VI)
of Rs. 100 each were converted into 26,40,000 Equity Shares of Re. 1 /-
each at the conversion price of Rs. 25 per share and 50,000 12%
Compulsory Convertible Debentures (CCD Series-V) of Rs. 100/- each
were converted into 3,46,020 Equity Shares of Re. 1/- each at the
conversion price of Rs. 14.45/- per share. As on March 31, 2015, none
of the Directors hold instruments convertible into equity shares of
Company.
12. Material changes and commitments, if any, affecting the financial
position of Company:
There are no material adverse changes or commitments occurring after
March 31, 2015 which may affect the financial position of Company or
may require disclosure.
13. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as
Annexure "D" to this report.
14. Audit Committee:
The Audit Committee comprises of Dr. Nirmal Jain (Chairman), Mr. Atul
Pradhan and Mr. Alok Pathak as members of Audit Committee. All the
recommendations made by the Audit Committee were deliberated and
accepted by the Board.
15. Board Evaluation:
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Committees. Performance
evaluation has been carried out as per the Nomination and Remuneration
policy.
16. Details of Appointment and Resignation of Directors and Key
Managerial Personnel:
In terms of provisions of the Companies Act, 2013 and the Articles of
Association of Company, Mr. V. Chandrashekar, Non-Executive Director of
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Mr. Christ of Anderi was appointed as Non-Executive Director of Company
with effect from 10th June, 2011. On the recommendation of Nomination
and Remuneration Committee, the Board appointed Mr. Christ of Anderi as
Whole-Time Director and Chief Financial Officer of Company with effect
from 30th September, 2014 subject to approval of Shareholders in the
ensuing Annual General Meeting.
Mr. V. Chandrashekar tendered his resignation from the position of
Whole-Time Director and Company Secretary of Company with effect from
8th August, 2014. He continues to act as Non-Executive Director of
Company.
Mr. Atul Pradhan was appointed as Additional Director of Company with
effect from 13th February, 2015 who will act as an Independent Director
of Company subject to approval of shareholders at the ensuing Annual
General Meeting.
Mrs. Ranjana Gupta was appointed as Additional Director of Company with
effect from 20th March, 2015 who will act as an Independent Director of
Company subject to approval of shareholders at the ensuing Annual
General Meeting.
Dr. Ramesh Subramaniam was appointed as a Non- Executive Director of
Company on 14th February, 2013. He resigned from the post of
Non-Executive Director with effect from 16th June, 2014.
Dr. Ajay Sharma was appointed as an Independent Director of Company
with effect from 7th November, 2009. He resigned from the post of
Independent Director with effect from 19th January, 2015.
Ms. Khushboo Gurbuxani was appointed as Company Secretary and
Compliance Officer with effect from 13th August, 2014.
Company has received declaration from all the Independent Directors of
Company confirming that they meet the criteria of Independence as
prescribed under Section 149 (6) of Companies Act, 2013 and Clause 49
of Listing Agreement.
17. Name of Companies which have become/ceased to be Subsidiaries,
Joint Ventures or Associate Companies during the year:
During the year, Idhasoft Limited ceased to be Associate Company of
Prism Informatics Limited pursuant to disinvestment of its stake to
other Company.
A statement containing the salient features of financial statement of
our subsidiaries in the prescribed form AOC-1 is annexed herewith to
this report.
18. Deposits:
Company has not accepted deposits under Chapter V of the Companies Act,
2013 during the year.
19. Significant and Material Orders:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
20. Vigil Mechanism:
Company has in place Whistle Blower Policy, wherein the
Employees/Directors/Stakeholders of Company are free to report any
unethical or improper activity, actual or suspected fraud or violation
of Company's Code of Conduct. This mechanism provides safeguard against
victimization of employees, who report under the said mechanism. During
the year under review, Company has not received any complaints under
the said mechanism. The said policy has been displayed on the website
of Company at http://www.whyprism.com/why-prism-vigil- mechanism.html.
21. Auditors:
a. Statutory Auditors:
At the Annual General Meeting held on September 30, 2014, M/s EA. Patil
& Associates, Chartered Accountants, were appointed as Statutory
Auditors of Company to hold office till the conclusion of the Annual
General Meeting to be held in the year 2019. In terms of the first
proviso to Section 139 of the Companies Act, 2013, the appointment of
the Auditors shall be placed for ratification at every Annual General
Meeting. Accordingly the appointment of M/s EA. Patil & Associates,
Chartered Accountants, as Statutory Auditors of Company, will be placed
for ratification by the Shareholders. In this regard, Company has
received a certificate from Auditors to the effect that if their
appointment is ratified, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013.
The Notes on financial statement referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
b. Secretarial Audit:
The Board has appointed Geeta Serwani and Associates, Practicing
Company Secretaries to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith as Annexure "E" to this report. The
Secretarial Audit does not contain any qualification, reservation or
adverse remark.
22. Corporate Governance:
Company is committed to maintain highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. A separate report on Corporate Governance along with the
Auditor's Certificate on its compliance is attached to the report on
Corporate Governance.
23. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Company has
formulated a policy to prevent Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
24. Acknowledgements:
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. Your
Directors also wish to place on record their gratitude to the
shareholders for their continued support and confidence.
For and on behalf of Board of Directors
Date: 13th August, 2015 Alok Pathak
Place: Navi Mumbai Managing Director
Mar 31, 2014
Dear Members,
The Board of Directors of your Company have pleasure in presenting the
32nd Annual Report of company along with the audited statement of
accounts for the financial year ended 31st March 2014.
1. FINANCIAL PERFORMANCE:
The Standalone financials of the Company for the financial year ended
March 31, 2014 are as follows:
STANDALONE RESULTS
(In Rs.)
Particulars April 1, 2013 to April 1, 2012 to
March 31, 2014 March 31, 2013
Total Income 237,500,991 235,806,233
Less: Total Expenditure 241,244,625 239,260,900
Profit before Depreciation (1,471,497) (3,132,462)
Depreciation 2,272,137 322,205
Profit after Depreciation and
before (3,743,634) (3,454,667)
prior period items
Less: prior period items 42,439,889 71,388,412
Profit before taxation (46,183,523) (74,843,078)
Provision for Taxation:
Current Tax (1,335,329) 4,220,000
Deferred Tax (1,395,753) (569,722)
Net profit after tax (43,452,441) (78,493,356)
Profit brought forward (29,297,995) 49,195,362
Amount available for
appropriation (72,750,436) (29,297,995)
Less: Appropriations
Interim Dividend Nil Nil
Proposed Equity Dividend Nil Nil
Preference Dividend Nil Nil
Dividend Tax Nil Nil
Profit transferred to
Balance sheet (72,750,436) ( 29,297,994)
The Consolidated financials of the Company for the financial year March
31, 2014 are as follows:
CONSOLIDATED RESULTS:
(In Rs.)
Particulars For year ended For year ended
March 31, 2014 March 31, 2013
Total Income 698,320,959 636,762,220
Less: Total Expenditure 715,239,516 678,286,063
Profit before Depreciation (3,302,712) (24,094,394)
Depreciation 13,615,845 17,429,450
Profit after Depreciation and before (16,918,557) (41,523,844)
prior period items
Less: Extra ordinary Items 11,559,352 90,890,123
Less: Exceptional Items - (29,067,341)
Profit before taxation (28,477,909) (103,346,626)
Tax Expense:
1) Current tax 90,304 4,747,132
2) Deferred tax (1,395,753) (569,722)
Net profit for year (124,881,535) (197,567,815)
Profit brought forward (176,888,212) 20,679,603
Transfer to General Reserve - -
Less: Appropriations
Interim Dividend - -
Proposed Equity Dividend - -
Preference Dividend - -
Dividend Tax - -
2. COMPANY''S PERFORMANCE:
During the financial year 2013-14, company has achieved operational
revenue of Rs. 20.99 Crores resulting in operational profit of Rs.1.15
Crores, however at net level there is a loss of Rs.4.34 Crores due to
provisions made towards disinvestments in step down step subsidiary in
USA.
On consolidated basis, Company booked a revenue of Rs. 67.04 Crores in
FY 2013-14 as against Rs. 62.02 in FY 2012-13. The net loss of Company
for FY 2013-14 is Rs. 12.48 Crores on account of increase in cost of
Sales & Services and ammortisation of Goodwill on business acquisition.
3. DIVIDEND:
Board of Directors do not recommend any Dividend for the Financial Year
2013-14.
4. DIRECTORS:
* Mr. V. Chandrashekar was appointed as a whole- Time Director of
Company with effect from 12th June, 2013 for period of 2 years.
* Mr. V. Chandrashekar resigned from post of Whole- Time Director and
Company Secretary with effect from 8th August, 2014. However Mr. V.
Chandrashekar will be on Board of Company as non- executive director of
Company.
* Mr. Saurabh Dani retires by rotation and being eligible offers
himself for reappointment at the ensuing Annual General Meeting.
* Dr. Ramesh Subramaniam was appointed as a Non- Executive Director of
the Company on 14th February, 2013. He resigned from the post of
Non-Executive Director with effect from 16th June, 2014.
5. HIGHLIGHTS OF 2013-2014:
i. Conversion of 11% 4,01,050 Compulsorily Convertible Debentures
(CCDS - Series III) into equity shares:-
4,01,050, 11% Compulsory Convertible Debentures (CCD-Series III) of Rs.
100/- each allotted on 30th April, 2012 were converted into 7,41,174
equity shares, having a face value of Re. 1/- each (Rupee One) at a
premium of Rs. 53.04/- per share on 29th October, 2013. The Company
received listing approval on 07th March, 2014. Out of said 741,174
equity shares, 279,153 equity shares were allotted to Shantilal Hirji
Lakha. Since he has not provided his Demat details his entitlement
shall be given effect only upon receipt of demat details from him.
ii. Conversion of 2% 2,15,643 Non Cumulative Compulsorily Convertible
Preference Shares (NCCPS - Series V) into equity shares:-
2,15,643, 2% Non Cumulative Compulsorily Convertible Preference Shares
(NCCP-Series V) of Rs. 100/- each allotted on 30th April, 2012 were
converted into 6,16,123 equity shares, having a face value of Re. 1/-
each (Rupees One) at a premium of Rs. 34/- per share on 29th October,
2013. Company received listing approval on 07th March, 2014. Company is
in the process of giving credit to shares and making necessary
applications for obtaining trading approval for same.
iii. Allotment of 2% 6,60,000 (nos) Non - Cumulative Compulsory
Convertible Preference Shares (NCCP Series -VI) of Rs. 100 each on
Preferential basis.
Company allotted 6,60,000, 2% Non-Cumulative Compulsorily Convertible
Preference Shares (NCCP''s Series VI) of Rs. 100/- each at par on 13th
March, 2014 upon receipt of approval of the shareholders in Extra
Ordinary General Meeting dated 07th February, 2014 and in-principle
approval from Bombay Stock Exchange on 07th March, 2014. The said NCCPS
are due for conversion on 12th September, 2014.
6. SUBSIDIARIES:
The Subsidiaries of the Company as on 31st March 2014 are as follows:
a. Prism Informatics Europe AG, Europe
b. Prism Informatics Schweiz Gmbh, Europe
c. Prism Informatics Deutschland Gmbh, Europe
d. Prism Informatics Inc., USA
e. Prism Informatics Pte Limited, Singapore
f. TLC Technologies Inc., USA**
g. Prism Software Consulting, JLT
h. Prism Infoglobal Limited, Seychelles
**TLC Technologies Inc., was acquired by Prism Informatics Inc, Wholly
Owned Subsidiary of the Company. The said step down subsidiary of the
Company was incurring losses from operations resulting in substantial
erosion of the capital and hence the investment in said step down
subsidiary was disposed off on 21st February, 2014. No RBI reporting is
required for disposal of investment in step down subsidiary.
A statement containing brief financial details of the subsidiaries is
included in the Annual Report. As required under the Listing Agreements
with the Stock Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The Consolidated
Financial Statements have been prepared in accordance with the relevant
Accounting Standards as prescribed under Section 211(3C) of the
Companies Act, 1956 ("Act"). These financial statements disclose the
assets, liabilities, income, expenses and other details of the Company,
its subsidiaries and associate companies. The audited consolidated
financial statements together with Auditors'' Report form part of the
Annual Report.
Company is its Board Meeting held on 13th August, 2014 has passed a
resolution stating that balance sheet of subsidiaries shall not be
attached to Annual Report of company as company fulfills necessary
conditions under section 212(8) of Companies Act, 1956 and the rules
made thereunder and in accordance with compliance of conditions in this
regards prescribed by notification.
7. Report on Corporate Governance and Management Discussion and
Analysis:
Report on Corporate Governance and Management Discussion and Analysis
report statements along with a Certificate of Compliance from
Practicing Company Secretary is attached as annexures to this Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that:
i. in the preparation of the Annual Accounts for the year 2013-14, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv. they have prepared the Annual Accounts on a going concern basis.
9. AUDITORS:
M/s E.A Patil & Associates, Chartered Accountants, Mumbai bearing ICAI
Registration No.117371W are proposed to be appointed as Auditors of the
Company from the conclusion of ensuing Annual General Meeting till the
conclusion of the Thirty Seventh (37th) Annual General Meeting of the
Company held thereafter, subject to ratification of the appointment by
the members at every AGM held after the ensuing AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s E .A. Patil & Associates, to
such appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there under.
10. AUDITORS REPORT:
The Board has duly examined statutory auditors'' report on annual
accounts of company and have provided clarifications wherever
necessary, have been included in the Corporate Governance Report and
Notes to Accounts section of the Annual Report.
11. PUBLIC DEPOSITS:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
12. PARTICULARS OF EMPLOYEES:
Ministry of Corporate Affairs vide notification dated 31st March, 2012
have amended the Limits with respect to the Particulars of employees
pursuant to provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 required
to be disclosed in the Directors Report. The said circular amended rule
1A of said rules and substituted the words Rs. "Twenty four Lakhs" per
annum to Rs. "Sixty Lakhs" per annum and the words Rs. "Two Lakhs" per
month to Rs. "Five Lakhs" per month. Accordingly as per the said
amendment Company does not have any employee drawing remuneration above
Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. So
requirement of disclosure under section 217 (2A) of the Companies Act,
1956 is not applicable.
13. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provision of Section 212(8) of the Act, Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Company''s subsidiaries for the financial year ended
March 31, 2014 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies. The Company shall
furnish a copy of details of annual accounts of subsidiaries to any
member on demand. Company has taken an approval of Board of Directors
for availing the above said exemption in the Board Meeting dated 13th
August, 2014.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are set out in an Annexure
to this Report.
15. APPRECIATION:
We thank our customers, vendors, investors and bankers for their
continued support during the year. We appreciate hard work, cooperation
and support of our employees at all levels.
For PRISM INFORMATICS LIMITED
Date: 1st September, 2014 Alok Pathak Saurabh Dani
Place: Navi Mumbai Managing Director (Whole-Time Director)
Mar 31, 2013
To, The Members of PRISM INFORMATICS LIMITED,
The Board of Directors of your Company have pleasure in presenting
the 31st Annual Report of the , Company along with the audited
statement of accounts for the financial year ended 31st March, 2013.
1. FINANCIAL PERFORMANCE:
Standalone Results
April 1,2012 to April 1,2011 to
Particulars March 31, 2013 March 31, 2012
Total Income 35,806,233 270,427,442
Less: Total Expenditure 239,260,900 224,550,894
Profit before Depreciation (3,132,461) 26,292,098
Depreciation 322,205 415,550
Profit after Depreciation
and before prior period items (3,454,666) 25,876,547
Less: prior period items Nil Nil
Profit before taxation
Provision for Taxation:
Current Tax 4,220,000 5,500,000
Deferred Tax (569,722) 98,715
Net profit after tax (78,493,356) 20,277,833
Profit brought forward 49,195,362 30,209,633
Amount available for
appropriation (29,297,995) 50,487,466
General Reserve Nil Nil
Less: Appropriations Interim
Dividend Nil Nil
Proposed Equity Dividend Nil 738,402
Preference Dividend Nil 369,666
Dividend Tax Nil 184,036
Profit transferred to
Balance sheet
The Consolidated financials of the Company for the financial year 31 st
March, 2013 are as follows: - Consolidated Results
1st April, 2012 to 1st April, 2011 to
Particulars 31st March, 2013 31st March, 2012
Total Income 636,762,220 763,781,026
Less: Total Expenditure 678,286,063 804,900,349
Profit before Depreciation (19,637,141) (299,68,114)
Depreciation 21,886,703 11,151,209
Profit after Depreciation and
before prior period items (41,523,844) (41,119,323)
Less: Exceptional Items (29,067,341) (36,033,264)
Profit before taxation (20,679,603) (32,383,577)
Tax Expense:
Current tax 4,747,132 8,476,450
2) Deferred tax (569,722) (11,631,123)
Net profit for year (107,524,036) (29,228,904)
Profit brought forward (20,679,603) 9,092,282
Transfer to General Reserve
Less: Appropriations
Interim Dividend
Proposed Equity
Dividend 738,402
Preference Dividend 369,666
Dividend Tax 184,036
2. COMPANY''S PERFORMANCE:
During the financial year 2012-13, Company has achieved operational
revenue of Rs. 22.16 Crores resulting in operational profit of Rs. 1.15
Crores, however at net level there is a loss of Rs. 7.84 Crores due to
provisions made towards disinvestment in step- down subsidiary in
Thailand. On consolidated basis company has achieved operational
revenue of Rs. 62.02 Crores. There has been reduction in operational
expenses, however due to decrease in operational revenue company booked
loss of Rs. 0.72 Crore.
3. DIVIDEND
Board of Directors do not recommend any Dividend for the Financial Year
2012-13.
4. DIRECTORS
Dr. Ramesh Subramaniam was appointed as Additional Director of the
Company with effect from 14th February, 2013.
Mr. Saurabh Dani was appointed as Whole-Time Director of Company with
effect from 09th November, 2012 for a period of two years.
Mr. Christof Anderi retires by rotation and being eligible offers
himself for reappointment at the ensuing Annual General Meeting.
5. HIGHLIGHTS OF 2012-2013:
i. Allotment of 2,15,643, 2% Non-Cumulative Compulsorily Convertible
Preference Shares, (NCCP''s-Series IV) of Rs. 100/- each at par on
preferential basis.
The Company had allotted 2,15,643, 2% Non- Cumulative Compulsorily
Convertible Preference Shares (NCCP''s- Series IV) of Rs. 100 each at
par on 30th April, 2012 on Preferential basis with conversion period of
18 months from the date of allotment. The conversion price will be
decided, as per the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009, at the time of conversion. The Conversion of these
securities is due on 29th October, 2013.
ii. Allotment of 11%, 4,01,050 Compulsorily Convertible Debentures
(CCDs- Series HI) of Rs. 100/- each at par on preferential basis.
Company have allotted 4,01,050, 11% Compulsorily Convertible Debentures
(CCD''s - Series III) on 30th April, 2012 on preferential basis with
conversion period of 18 months from the date of allotment, same shall
be converted into equity shares at Rs. 54.04 per share. Conversion of
these securities is due on 29th October, 2013.
iii. Allotment of 12% 50,000, Compulsorily Convertible Debenture Series
-V of Rs. 100 each on Preferential basis.
The Company had allotted 50,000, 12% Compulsorily Convertible
Debentures (CCD''s- Series V) of Rs. 100 each at par on 22nd October,
2012 on Preferential basis with conversion period of 18 months from the
date of allotment. The conversion price will be decided, as per the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009,
at the time of conversion. The Conversion of these securities is due on
21st April, 2014.
iv. Allotment of 13,18,749, Equity Shares of Re. 1/- each at the issue
price of Rs. 32 per share under Preferential issue to Promoter and
Promoter Group.
Company had allotted 13,18,749, Equity shares of Re. 1/- each at a
premium of Rs.32/- per Equity share determined in accordance with
regulation 76 of SEBI (Issue of Capital and Disclosure requirements)
Regulations, 2009, to the Promoter and Promoter group. Further the
equity shares allotted to promoter and promoter group shall be
locked-in for a period of 3 years from the date of allotment.
v. Additional Investment in Prism Informatics Europe AG, Europe (Wholly
Owned Subsidiary of Company).
On the basis of available limits with the Company for making equity
Investment, the Board of Directors of the company has approved
investment of USD 5,00,000 in Prism Informatics Europe AG, Europe
(Wholly Owned Subsidiary of Company).
6. SUBSIDIARIES:
Subsidiaries of the Company as on 31st March, 2013 are as follows:
a. Prism Informatics Europe AG, Europe,
b. Prism Informatics Schweiz Gmbh, Europe,
c. Prism Informatics Deutschland Gmbh, Europe,
d. Prism Informatics (Thailand) Co., Ltd(Earlier known as Nexus
Systems Resources Company Limited, Thailand*),
e. Prism Informatics Inc, USA,
f. Prism Informatics Pte. Limited, Singapore,
g. TLC Technologies, Inc, USA,
h. Prism Software Consultancy, JLT,
i. Prism Infoglobal Limited, Seychelles** (Suite 3, 1st Floor, La
Ciotat, building, Mont Fleuri, Po-Box 438, Mahe, Seychelles. Ph.: 248
422 55 58.
* Company was operating through Prism Informatics Limited (Thailand);
step down subsidiary of the company. The investment in said step down
subsidiary was disposed off on 1st April, 2013.
** Company incorporated its wholly owned subsidiary in Seychelles on
09th January, 2013 at the above mentioned address.
A statement containing brief financial details of subsidiaries is
included in the Annual Report. As required under the Listing Agreements
with the Stock Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The Consolidated
Financial Statements have been prepared in accordance with the relevant
Accounting Standards as prescribed under Section 211(3C) of the
Companies Act, 1956 (''Act"). These financial statements disclose the
assets, liabilities, income, expenses and other details of the Company,
its subsidiaries and associate companies. The audited consolidated
financial statements together with Auditors'' Report form part of the
Annual Report.
7. INVESTMENT IN SHARES OF AN UNLISTED COMPANY:
During the Year Company has invested in 45,113,636 shares of Idhasoft
Limited an unlisted Company.
8. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
statements along with a Certificate of Compliance from Practicing
Company Secretary are attached to this Report.
9. DIRECTORS'' RESPONSIBILITY STATEMENT:-
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that:
i. in the preparation of the Annual Accounts for the year 2012-13, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv. they have prepared the Annual Accounts on a going concern basis.
10. AUDITORS:
M/s E. A. Patil & Associates, Chartered Accountants who are the
Statutory Auditors of the Company, hold office in accordance with the
provisions of the Act up to the conclusion of the forthcoming Annual
General Meeting and are eligible for re-appointment.
11. AUDITORS'' REPORT:
Board has duly examined the Statutory Auditors'' report to accounts and
clarifications wherever necessary, have been included in the Corporate
Governance Report and Notes to Accounts section of the Annual Report.
12. PUBLIC DEPOSITS:
Company have not accepted any public deposits and as such, no amount on
account of principal or interest on public deposits was outstanding as
on the date of the Balance Sheet.
13. PARTICULARS OF EMPLOYEES:
Ministry of Corporate Affairs vide notification dated 31st March, 2012
have amended the Limits with respect to the Particulars of employees
pursuant to provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 required
to be disclosed in the Directors'' Report. The said circular amended
rule 1A of said rules and substituted the words Rs. "Twenty Four Lakhs"
per annum to Rs. "Sixty Lakhs" Per Annum and the words Rs. "Two Lakhs"
Per Annum to Rs. "Five Lakhs" per month. Accordingly as per the said
amendment Company does not have any employee drawing remuneration above
Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. So
requirement of disclosure under section 217 (2A) of the Companies Act,
1956 is not applicable.
14. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated 8th February, 2011 has
granted general exemption from attaching the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Company''s subsidiaries for the financial year ended 31st
March, 2013 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies. The Company shall
furnish a copy of details of annual accounts of subsidiaries to any
member on demand. Company has taken an approval of Board of Directors
for availing the above said exemption in the Board Meeting dated 30th
May, 2013.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under section 217( 1 )(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, are set out in an
Annexure to this Report.
16. ACKNOWLEDGEMENTS:
The Board of Directors place on record its appreciation of continuous
efforts put in by all the employees to consolidate and improve the
operations of your Company during the year under review.
17. APPRECIATION:
Board of Directors would like to place on record its deep appreciation
for support and co-operation rendered by members of Prism Informatics
Limited. Directors also thank the Government of India, State
Government and Concerned Government Departments/Agencies for their
co-operation. Directors would also like to thank all the shareholders,
consultants, customers, vendors, bankers, service providers and
governmental & statutory authorities for their continued support.
FOR PRISM INFORMATICS LIMITED
Alok Pathak Saurabh Dani
Managing Director Whole-Time Director
Place: Navi Mumbai
Date: 30th May, 2013
Mar 31, 2012
To The members, PRISM INFORMATICS LIMITED,
The Directors are delighted to present the Annual Report of the
Company along with the audited statement of accounts for the financial
year ended 31.03.2012.
1. FINANCIAL PERFORMANCE:
The Standalone financials of the Company for the financial year ended
March 31,2012 are as follows:
STANDALONE RESULTS
Particulars April 1, 2011 to
March 31, 2012 April 1, 2010 to
March 31, 2011
Total Income 270,427,442 168,679,299
Less: Total
Expenditure 244,550,895 123,631,103
Profit before
Depreciation 26,292,097 45,496,728
Depreciation 415,550 448,532
Profit after
Depreciation
and before 25,876,547 45,048,196
prior period
items
Less: prior
period items Nil Nil
Profit before
taxation 25,876,547 45,048,196
Provision for
Taxation:
Current Tax 5,500,000 8,593,882
Deferred Tax 98,715 (2,480,811)
Net profit
after tax 20,277,832 38,935,125
Profit
brought
forward 30,209,634 3,097,084
Amount
available
for
appropriation 50,487,466 42,032,209
General Reserve Nil 3,893,512
Less:
Appropriations
Interim Dividend Nil 4,893,366
Equity Dividend 738,402 1,799,275
Preference
Dividend 369,666 1,07,062
Dividend Tax 184,036 1,129,360
Profit
transferred to
Balance sheet 49,195,362 30,209,634
The Consolidated financials of the Company for the financial year March
31,2012 are as follows:- CONSOLIDATED RESULTS:
April 1, 2011 to March 31, April 1, 2010 to
March 31, 2011
Total Income 763,781,026 691,489,530
Less: Total Expenditure 804,900,348 665,460,880
Profit before Depreciation(2,99,68,114) 3,09,09,290
Depreciation 1 1,151,209 48,80,639
Profit after Depreciation
and before (4,1,19,323) 2,60,28,651
prior period items
Less: Extra ordinary Items(3,60,33,264) -
Profit before taxation (3,23,83,577) 2,60,28,651
Tax Expense:
1) Current tax 84,76,450 1,15,22,226
2) Deferred tax (1,16,31,123) (24,80,811)
Net profit for year (2,92,28,904) 90,92,282
Profit brought forward 90,92,282 1,29,43,237
Transfer to General Reserve - 38,93,512
Less: Appropriations
Interim Dividend - 48,93,366
Proposed Equity Dividend 7,38,402 17,99,275
Preference Dividend 3,69,666 1,07,062
Dividend Tax 1,84,036 11,29,361
2. COMPANY'S PERFORMANCE:
On Standalone basis revenue of Company increased from Rs. 15.42 Crores
to Rs. 25.61 Crores, up by 66.08% and the profit after tax has reduced
from Rs. 3.89 Crores last year to Rs. 2.02 Crores current fiscal year
on account of increase in employees benefit expenses.
On consolidated basis revenue of Company has increased from Rs. 66.58
Crores last year to 68.60 Crores current year, up by 3.03%. Rate of
revenue growth on consolidated basis is low due to natural calamity in
South East Asia which has resulted into fall in revenue from Rs. 21.69
Crores last year to Rs. 12.27 Crores current year. Company ended year
2011 -2012 booking a net loss of 0.82 Crores as against the profit of
0.90 Crores last year due to said natural calamity and on account of
acquisition cost being written off as acquisition of GOD Barcode
Marketing (GODBM) was called off resulting in writing off of initial
investment of Rs. 2.73 Crores. Management is pursuing legal remedies
available to recover the same. Excluding the extra ordinary loss of
GODBM acquisition write off, the net profit of the Company would have
been Rs. 1.91 Crore.
3. DIVIDEND
Company in the Last Annual General Meeting declared final dividend of
12.5% per Equity Share being Rs. 0.125 per equity share and 8% Non
Cumulative Compulsorily Convertible Preference Shares being Rs. 8 per
preference shares based on profits of financials of yearended
31stMarch,2011.
Board of Directors of the Company in the Board Meeting held on 14th
November, 2011 declared interim dividend of 5% on equity shares of the
Company being Re. 0.05 per equity share and 8% on Non Cumulative
Compulsorily Convertible Preference Shares being Rs. 8 per Preference
shares based on profits for the quarter ended 30th September, 2011.
Managing Director of Company recommended at the Board Meeting held on
30th May, 2012 that Interim Dividend of 5% on the issued equity capital
of the Company and 8% Non Cumulative Compulsorily Convertible
Preference Shares amounting to Rs. 11, 08,068 paid by the Company based
on the profits for the quarter ended 30th September, 2011 be declared
as a final dividend for the financial year 2011 -2012. Board accepted
recommendation of Managing Director and requested to place the item of
declaring "Interim Dividend" paid by the Company at the forthcoming
Annual General Meeting as final dividend for the financial year 2011
-2012 subject to approval of Shareholders of Company.
4. DIRECTORS
Mr. Saurabh Dani was appointed as an Additional Director of the Company
with effect from 14th November, 2011. As per the provisions of
Companies Act, 1 956 Mr. Saurabh Dani will hold office till the date of
ensuing Annual General Meeting of the Company. Company has received
special notice from a member pursuant to Section 257 of the Companies
Act, 1 956 proposing the election of Mr. Saurabh Dani as a Director of
the Company. Accordingly, necessary resolution has been included in the
notice for calling Annual General Meeting for his appointment as a
Director.
Dr Nirmal Jain retires by rotation and being eligible offers himself
for reappointment at the ensuing Annual
General Meeting.
Mr. Mohan Natarajan resigned from the Board of the Company w.e.f. 6th
March, 2012.
5. HIGHLIGHTS OF2011-2012:
i. Conversion of 2, 82,242 12% Compulsorily Convertible Debentures
(CCD Series II) into Equity Shares:
2,82,242 12% Compulsorily Convertible Debentures of Rs. 100 each
allotted on December 20, 2010 were converted into 3,73,830 equity
shares, having a face value of Re. 1 /- each (Rupees One) each at a
premium of Rs. 74.50/- per share on 7th August, 2011. The Company
received listing approval on 3rd October,2011 and trading approval on
9th December, 2011 from Bombay Stock Exchange.
ii. Allotment of 2, 63,715 (nos) 8% Non Cumulative Compulsorily
Convertible Preference Shares (CCPs- Series III) of Rs. 100/- each at
par on preferential basis:
2,63,715 8% Non Cumulative Compulsorily Convertible Preference
Shares(CCP- Series III) of Rs. 100 each at par were allotted by the
Company on 1 6th January, 2012 by way of Circular Resolution post
receipt of approval of the shareholders by way of postal ballot on 2nd
January, 2012 and In-principal approval received from Bombay Stock
Exchange on 12th January, 2012.
iii. Allotment of 4, 01,050 (nos) 11% Compulsorily Convertible
Debentures (CCD- Series III) of Rs. 100/- each at par on preferential
basis:
Company allotted 4,01,050 11% Compulsorily Convertible Debentures,
Series III of Rs. 100/- each at par on 30th April, 2012 post receipt of
approval of the shareholders by way of postal ballot on 26th March,
2012 and In-principal approval received from Bombay Stock Exchange on 1
9th April, 2012.
iv. Allotment of 2,15,643 (nos) 2% Non Cumulative Compulsorily
Convertible Preference Share, Series IV of Rs. 100/- each at par on
preferential basis:
Company allotted 2,15,643 2% Non Cumulative Compulsorily Convertible
Preference Share(Series IV) of Rs. 100/- each at par on 30th April,
2012 post receipt of approval of the shareholders by way of postal
ballot on 26th March, 2012 and In-principal approval received from
Bombay Stock Exchange on 19th April, 2012.
v. Change in Capital Structure of the Company:
As on 31st March, 2011 the paid up capital of the Company was Rs. 2,
36, 10,600 divided into 1, 43, 94,200 equity shares of Re. 1/- each and
92,164 Preference Shares of Rs. 100/- each.
As on 31st March, 2012 the paid up capital of the Company was Rs. 5,03,
55,930 divided into 1,47,68,030 Equity Shares of Re. 1/- each and
3,55,879 8% Non Cumulative Compulsorily Convertible Preference Shares
of Rs. 100/- each. Company has allotted 2, 15,643 2% Non Cumulative
Compulsorily Convertible Preference Shares of Rs. 100/- each on 30th
April, 2012.
Company has an existing authorized Share Capital of Rs. 21, 75, 00,000
divided into 1,75,00,000 Equity Shares of Re. 1 /- each aggregating to
Rs. 1,75,00,000 and 20,00,000 Preference Shares of Rs. 100/- each
aggregating to Rs. 20,00,00,000. Board of Directors in the Board
Meeting held on 30th May, 2012 subject to approval of Shareholders in
the forthcoming Annual General Meeting of the Company has approved the
reclassification of 2,28,478 Preference Shares of Rs. 100/- each into
2,28,47,800 equity shares of Re. 1/- each. Post Approval of
Shareholders of Company the Authorised Share Capital of Company will be
Rs. 21,75,00,000 divided into 4,03,47,800 equity shares of Re. 1/- each
aggregating to Rs. 4,03,47,800 and 17,71,522 Preference Shares of Rs.
100/- each aggregating to Rs. 1 7,71,52,200.
6. SUBSIDIARIES:
The Subsidiaries of the Company as on 31st March 2012 are as follows:
a. Prism Informatics Europe AG, Europe
b. Prism Informatics Schweiz Gmbh, Europe
c. Prism Informatics Deutschland Gmbh, Europe
d. Prism Informatics Austria Gmbh, Europe
e. Nexus Systems Resources Company Limited, Thailand
f. Prism Informatics Inc., USA
g. Prism Informatics Pte Limited, Singapore
h. TLCTechnologies Inc., USA
I. Prism Software Consulting, JLT
A statement containing brief financial details of the subsidiaries is
included in the Annual Report. As required under the Listing Agreements
with the Stock Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The Consolidated
Financial Statements have been prepared in accordance with the relevant
Accounting Standards as prescribed under Section 211 (3C) of the
Companies Act, 1956 ("Act"). These financial statements disclose the
assets, liabilities, income, expenses and other details of the Company,
its subsidiaries and associate companies. The audited consolidated
financial statements together with Auditors' Report form part of the
Annual Report.
Company has formed wholly owned subsidiary in Dubai Multi Commodities
Centre Authority under the name "PRISM SOFTWARE CONSULTANCY JLT to
expand its market in Southeast Asia.
7. INVESTMENT IN SHARES OF AN UNLISTED COMPANY:
Company has acquired 20.28% stake in Idhasoft Limited, an unlisted
company which is a fast growing, global, new generation consulting
offering strategic advisory services with client base of over 1000 and
has presence in US and India. Company is on track to acquire more stake
in management control of Idhasoft Limited. The said acquisition will
bring synergy in a strategic manner which will enable to scale up
organic growth of both the entities.
8 REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
statements along with a Certificate of Compliance from Practicing
Company Secretary are attached to this Report.
9. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirement of Section 21 7(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that:
i. in the preparation of the Annual Accounts for the year 2011-12, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1 956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv. they have prepared the Annual Accounts on a going concern basis.
10. AUDITORS:
M/s E. A. Patil & Associates, Chartered Accountants who are the
Statutory Auditors of the Company, hold office in accordance with the
provisions of the Act up to the conclusion of the forthcoming Annual
General Meeting and are eligi blefo r re-appointment.
11. AUDITORS REPORT:
The Board has duly examined the statutory auditors' report on annual
accounts of company and have provided clarifications wherever
necessary.
As regards the comments under point no. (f) to the Auditor's Report
regarding receivables balances of unbilled revenue amounting to Rs. 1,1
8,33,734, since the Company is engaged in Information Technology
sector, revenue on ongoing projects is recognized on milestone basis as
confirmed by Project Manager.
12. PUBLIC DEPOSITS:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
13. PARTICULARS OF EMPLOYEES:
Ministry of Corporate Affairs vide notification dated 31 st March, 2011
have amended the Limits with respect to the Particulars of employees
pursuant to provisions of Section 21 7(2A) of the Companies Act, 1 956,
read with the Companies (Particulars of Employees) Rules, 1975 required
to be disclosed in the Directors Report. The said circular amended rule
1A of said rules and substituted the words Rs. "Twenty four Lakhs" per
annum to Rs. "Sixty Lakhs" per annum and the words Rs. "Two Lakhs" per
month to Rs. "Five Lakhs" per month. Accordingly as perthe said
amendment Company does not have any employee drawing remuneration above
Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. Therefore
requirement of disclosure under section 217 (2A) of the Companies Act,
1956 is not applicable.
14. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Company's subsidiaries for the financial year ended
March 31, 2012 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies. The Company shall
furnish a copy of details of annual accounts of subsidiaries to any
member on demand. Company has taken an approval of Board of Directors
for availing the above said exemption in the Board Meeting dated 30th
May, 2012.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARN INGS AN D OUTGO:
The particulars as prescribed under section 21 7(1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1 988, are set out in an
Annexure to this Report.
16. ACKNOWLEDGEMENTS:
The Board of Directors place on record its appreciation of the
continuous efforts put in by all the employees to consolidate and
improve the operations of your Company during the year under review.
17. APPRECIATION:
Your Directors wish to convey their appreciation to all the Company's
employees for their performance and continued support. The Directors
would also like to thank all the shareholders, consultants, customers,
vendors, bankers, service providers and governmental & statutory
authorities for their continued support.
For PRISM INFORMATICS LIMITED
Place: Navi Mumbai Alok Pathak Saurabh Dani
Date: 30th May, 2012 (Managing Director) (Director)
Mar 31, 2011
The Directors are delighted to present the Annual Report of the
Company along with the audited statement of accounts for the financial
year ended 31.03.2011.
1. FINANCIAL PERFORMANCE:
The Standalone financials of the Company for the financial year March
31, 2011 are as follows:-
STANDALONE RESULTS
In Rupees
Particulars April 1, 2010 to
March 31, 2011 April 1, 2009 to
March 31, 2010
Total Income 168,679,299 17,304,533
Less: Total Expenditure 123,182,571 10,895,024
Profit before Depreciation 45,496,728 64,09,509
Depreciation 448,532 32,653
Profit after Depreciation and
before prior period items 45,048,196 6,376,856
Less: prior period items Nil Nil
Profit before taxation 45,048,196 6,376,856
Provision for Taxation:
Current Tax 8,593,882 1,972,038
Deferred Tax (2,480,811) 6934
Net profit after tax 38,935,125 4,411,752
Profit brought forward 3,097,084 881,236
Amount available for appropriation 42,032,209 5,292,988
General Reserve 3,893,512 Nil
Less: Appropriations
Interim Dividend 4,893,366 6,30,000
Proposed Equity Dividend 1,799,275 Nil
Preference Dividend 1,07,062 1,253,135
Dividend Tax 1,129,360 312,769
Profit transferred to Balance sheet 30,209,633 3,097,084
The Consolidated financials of the Company for the financial year March
31, 2011 are as follows:-
CONSOLIDATED RESULTS:
In Rupees
Particulars April 1, 2010 to
March 31, 2011 April 1, 2009 to
March 31, 2010
Total Income 691,489,530 85,407,568
Less: Total Expenditure 660,580,241 76,138,170
Profit before Depreciation 30,909,290 92,69,398
Depreciation 4,880,639 1,789,792
Profit after Depreciation and
before prior period items 26,028,650 7,479,606
Less: prior period items Nil Nil
Profit before taxation 26,028,650 7,479,606
Provision for Taxation:
Current Tax 11,522,226 2,324,770
Deferred Tax (2,480,811) (10,789)
Transfer to Minority Interest 7,894,954 Nil
Net profit after tax 9,092,281 5,165,624
Profit brought forward 3,850,956 881,236
Amount available for appropriation 12,943,237 6,046,860
Transfer to General Reserve 3,893,512 Nil
Less: Appropriations
Interim Dividend 4,893,366 630,000
Proposed Equity Dividend 1,799,275 Nil
Preference Dividend 107,062 1,253,135
Dividend Tax 1,129,361 312,769
Profit transferred to Balance sheet 1,120,661 3,850,956
2) COMPANYS PERFORMANCE:
On Consolidated basis for the year 2010-2011, revenue was Rs. 69.14
Crores against Rs. 8.54 Crores in the previous year. Profit before tax
for the year 2010-11 was Rs. 2.60 Crores against Rs. 0.74 Crores in the
previous year. Net profit for the year 2010-11 was Rs. 0.91 Crores
against Rs. 0.51 Crores in the previous year.
On Standalone basis for the year 2010-2011, revenue was Rs. 16.86
Crores against Rs. 1.73 Crores in the previous year. Profit before tax
for the year 2010-11 was Rs. 4.50 Crores against Rs. 0.63 Crores in the
previous year. Net profit for the year 2010-11 was Rs. 3.89 Crores
against Rs. 0.44 Crores in the previous year.
3) DIVIDEND
For the year 2010-11, three interim dividends were paid on equity
shares based on their face value:
Period Percentage Face value of equity share Date of declaration by
Board
FY 2010-11 1st Quarter results 10% Rs 10 16th July, 2010
FY 2010-11 2nd Quarter results 12.5% Rs 10 26th October, 2010
FY 2010-11 3rd Quarter results 12.5% Rs 1 14th February, 2011
Further, Based on Companys performance, the Directors are pleased to
recommend for approval of the members a final dividend of 12.5% on
equity share amounting to Rs 0.125 per equity share and 8% on
92164(nos), Non Cumulative Compulsory Convertible Preference Shares
(CCPs- Series II) of Rs 100 each allotted on 7th February, 2011
amounting to Rs 8 per Preference share for the financial year 2010-11.
Non Cumulative Compulsory Convertible Preference Shares are entitled to
a fixed dividend of 8% per annum if dividend is paid to equity
shareholders.
The total dividend payout for the year ended March 31, 2011 on equity
shares, if final dividend is approved by members, would be Rs 6,692,641
and on preference shares would be Rs 107,062. The total cash outflow on
account of dividend including dividend tax for the year 2010-11
including interim dividends already paid, would aggregate Rs 7,929,063
resulting in a payout of 20.36% of the Standalone profits after tax of
the Company.
The final dividend will be paid in compliance with applicable
regulations.
4) TRANSFER TO RESERVES
On Standalone basis for the financial year 2010-11, the Company
proposes to transfer Rs. 38.93 lakhs to the General Reserve out of the
amount available for appropriations and an amount of Rs. 3.02 Crores is
proposed to be retained in the Profit and Loss Account.
5) DIRECTORS
1. Appointment: Mr. Christof Anderi was appointed as an Additional
Director of the Company with effect from 1st June, 2011 pursuant to the
provisions of Section 260 of the Companies Act, 1956, by the Board of
Directors at its meeting held on 30th May, 2011. Mr Christof Anderi
will hold office till the date of ensuing Annual General Meeting of the
Company. The requisite notices together with necessary deposit have
been received from a member pursuant to Section 257 of the Companies
Act, 1956 proposing the election of Mr. Christof Anderi as a Director
of the Company. Accordingly, necessary resolution has been included in
the notice for calling Annual General Meeting for his appointment as a
Director.
2. Reappointment: Dr Ajay Sharma retires by rotation and being
eligible offers himself for reappointment at the ensuing Annual General
Meeting.
6) HIGHLIGHTS OF 2010-2011
i. Conversion of 13, 29,633 4% Non à Cumulative Compulsorily
Convertible Preference Shares (CCP Series I) into Equity
Shares:
13,29,633 4% NonÃCumulative Compulsorily Convertible Preference Shares
of Rs. 100 each allotted on January 5, 2010 were converted into
6,64,816 equity shares, having a face value of Rs. 10/- (Rupees Ten)
each at a premium of Rs. 190/- per share on June 25, 2010. The Company
received listing approval on September 15, 2010 and trading approval on
November 5, 2010 from Bombay Stock Exchange.
ii. Conversion of 5,78,429 10% Compulsorily Convertible Debenture(CCD-
Series I) into Equity Shares:
5,78,429 10% Compulsorily Convertible Debenture(CCD- Series I) of Rs.
100 each allotted on April 27, 2010 were converted into Equity Shares,
having a face value of Rs. 10/- (Rupees Ten) each at a premium of Rs.
390/- per share on October 5, 2010. The Company received Listing
approval on November 18, 2010 and trading approval on February 2, 2011
from Bombay Stock Exchange.
iii. Allotment of 2, 82,242 (nos) 12% Compulsorily Convertible
Debentures (CCD- Series II) of Rs. 100/- each at par on
preferential basis:
2,82,242 (nos) 12% Compulsorily Convertible Debentures, Series II of
Rs. 100/- each at par were allotted by the Company on 20th December,
2010 pursuant to approval of the shareholders at the Extra Ordinary
General Meeting of the Company held on December 10, 2010 and
In-principal approval received from Bombay Stock Exchange on December
20, 2010.
iv. Allotment of 92,164 (nos) 8% Non Cumulative Compulsorily
Convertible Preference Share, Series II of Rs. 100/- each at par on
preferential basis:
92,164 (nos) 8% Non Cumulative Compulsorily Convertible Preference
Share(Series II) of Rs. 100/- each at par were allotted on 7th
February, 2011 by the Company pursuant to approval of the shareholders
at the Extra Ordinary General Meeting of the Company held on January
29, 2011 and In-principal approval received from Bombay Stock Exchange
February 7, 2011.
v. SUB-DIVISION OF EQUITY SHARES OF THE COMPANY:
In order to improve the liquidity of the Companys shares in the stock
market and to make it affordable to small investors, the Company sub
divided its issued, subscribed and fully paid-up equity share capital
comprising of 14,39,420 Equity Shares of Rs. 10/- each into 1,43,94,200
Equity Shares of Rs.1/- each by subdividing 1(one) equity share of Rs.
10 /- face value each fully paid up into 10(ten) equity shares of Re
1/- face value each fully paidup.
7) SUBSIDIARIES:
The Subsidiaries of the Company as on 31st March 2011 are as follows:
a. Prism Informatics Europe AG, Europe
b. Prism Informatics Schweiz Gmbh, Europe
c. Prism Informatics Deutschland Gmbh, Europe
d. Nexus Systems Resources Company Limited, Thailand
e. Prism Informatics Inc., USA
f. Prism Informatics Pte Limited, Singapore
g. TLC Technologies Inc., USA
h. Information Management Technologies Limited, Kingdom of Saudi
Arabia
A statement containing brief financial details of the subsidiaries is
included in the Annual Report. As required under the Listing Agreements
with the Stock Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The Consolidated
Financial Statements have been prepared in accordance with the relevant
Accounting Standards as prescribed under Section 211(3C) of the
Companies Act, 1956 ("Act"). These financial statements disclose the
assets, liabilities, income, expenses and other details of the Company,
its subsidiaries and associate companies. The audited consolidated
financial statements together with Auditors Report form part of the
Annual Report.
8) REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
statements along with a Certificate of Compliance from Practicing
Company Secretary are attached to this Report.
9) DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that:
(I) in the preparation of the Annual Accounts for the year 2010-11, the
applicable Accounting Standards have been followed and there are no
material departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the financial year;
(iii) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) they have prepared the Annual Accounts on a going concern basis.
10) AUDITORS:
M/s E. A. Patil & Associates, Chartered Accountants who are the
Statutory Auditors of the Company, hold office in accordance with the
provisions of the Act upto the conclusion of the forthcoming Annual
General Meeting and are eligible for re-appointment.
11) AUDITORS REPORT:
The Board has duly examined the statutory auditors report to accounts
and clarifications wherever necessary, have been included in the
Corporate Governance Report and Notes to Accounts section of the Annual
Report.
As regards the comments under point no. (f) to the Auditors Report
regarding receivables balances of unbilled revenue amounting to Rs.
28,47,723, since the Company is engaged in Information Technology
sector, revenue on ongoing projects is recognized on milestone basis as
confirmed by Project Manager.
As regards the comments under point no.(4) of Annexure to the Auditors
Report regarding the internal control in respect of service income, we
would like to inform that we are further strengthening our internal
control system to ensure the compliance more stringently.
12) PUBLIC DEPOSITS:
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
13) PARTICULARS OF EMPLOYEES:
The Particulars of employees pursuant to provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 is appended as an Annexure to this report.
14) PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Companys subsidiaries for the financial year ended
March 31, 2011 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies. The Company shall
furnish a copy of details of annual accounts of subsidiaries to any
member on demand.
15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are set out in an Annexure
to this Report.
16) ACKNOWLEDGMENTS:
The Board of Directors place on record its appreciation of the
continuous efforts put in by all the employees to consolidate and
improve the operations of your Company during the year under review.
17) APPRECIATION:
Your Directors wish to convey their appreciation to all the Companys
employees for their performance and continued support. The Directors
would also like to thank all the shareholders, consultants, customers,
vendors, bankers, service providers and governmental & statutory
authorities for their continued support
For and on behalf of the Board
For PRISM INFORMATICS LIMITED
Alok Pathak Dr Nirmal Jain
(Managing Director) (Director)
Place: Navi Mumbai
Date: 30th May, 2011
Mar 31, 2010
The Directors have a pleasure in presenting their Annual Report
together with the Audited Statements of Accounts of the company for
theyear ended 31.03.2010.
1) FINANCIALPERFORMANCE:
The financials of the Company for the financial year March
31,2010areasfollows:-
STANDALONE RESULTS:
Particular April 1st 2009 to April1 st 2008 to
March 31st 2010 March 31st 2009
Total Income 17,304,533 4,082427
Less: Total Expenditure 10,895,024 1,788,072
Profit before Depredation 6,409,509 2,294,055
Depredation 32,653 49,604
Profit after Depredation
& before 6,376,856 2,244,451
prior period items
Less: prior period Items - (1,076)
Profit Before Twrton 6,376,856 2,245,527
Provision for Taxation
Current Tax 1,972,038 78,000
Deferred Tint Debit 6,934 -
Fringe Benefits - 3.000
Net Profit Aftertax 4,411,752 2,164,527
Profit brought forward 881,236 2,216,709
Amount available for appropriation 5,292,988 4,381,236
General Reserve - 3,500,000
Less: Appropriations
Interim Dividend 630,000 -
Preference Dividend 1,253435 -
Dividend Tax 312,769 -
Profit Transferred To
Balance Sheet 3,097,084 881,236
CONSOLIDATED RESULTS:
Particular April 1st 2009 to April1 st 2008 to
March 31st 2010 March 31st 2009
Total Income 85,407,568 4.082,127
Less: Total Expenditure 76,138,171 1,788,072
Profit before Depredation 9,269,397 2,294,055
Depredation 1,789,792 49,604
Profit after Depredation & before 7,479,605 2,244,451
prior period Items
Less: prior period Items - (1,076)
Profit Before Tawtlon 7,479,605 2445,527
Provision for Taxation
Current Tax 2,324,770 78,000
Deferred Tax Debit - (10,789)
Fringe Benefits - 3,000
Net Profit After Tax 5,165,624 2,164,527
Profit brought forward 881,236 2,216,709
Amount available for
appropriation 6,046,860 4,381,236
General Reserve - 35,00,000
Less: Appropriations
Interim Dividend 630,000 -
Preference Dividend 1,253,135 -
Dividend Tax 312,769 -
Profit Transferred To
Balance Sheet 3450,956 881,236
2) DIVIDEND:
An interim dividend for FY 2009-10 of Re. 1 per Equity Share of Rs 10
each and Re. 0.94 per 4% Non cumulative Compulsorily Convertible
Preference Share of Rs 100 each was declared by the Board of Directors
and paid in May 2010. Your directors recommend that the above interim
dividend be declared as final dividend for FY 2009-10.
3) CHANGE IN LEADERSHIP:
Mr. Pradeep Kothari, Executive director, Mrs. Sarita P Kothari and Mr.
Harakchand T Kothari, directors of the Company resigned from the Board
of the Company subsequent to change in Promoter group holding w.e.f
November 10,2009.
Under new management, Effective November 7, 2009, Mr. Alok Pathak, Dr.
Ajay Sharma and Dr. Nirmal Jain were appointed as Additional Directors
of the Company pursuant to the provisions of Section 260 of the
Companies Act, 1956 to hold office till the ensuing Annual General
Meeting. The Company has received notice under Section 257 of the Act
signifying the intention of members to propose their appointment at the
ensuing Annual General Meeting. The contribution of all three directors
to your Company has been immense. Their guidance, suggestions and
advices has greatly benefited the Company.
4) HIGHLIGHTS OF 2009-2010:
1. OPEN OFFER:
Pursuant to the Public announcement and Open offer made by Idhasoft
Limited, acquirer/new Promoter Group of the Company, 4,66, 732 equity
sha res of Rs. 10 each at Rs. 65 per share representing 74.08% of the
total paid up capital of the Company was acquired upon completion of
all obligations relating to said Open Offer under the Securities &
Exchange Board of India (Substantial Acquisition of shares and
Takeover) Regulations, 1997. Pursuant to the said substantial
acquisition, the new Promoter Group has been in control and management
of the Company and re constituted the Board of Directors of the Company
upon completion of Open Offer formalities.
2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:
The Company increased its Authorized Capital from Rs. 2 Crores to Rs.
21.75 Crores pursuant to Special Resolution passed by the Shareholders
of the Company in its Extra Ordinary General Meeting held on 5th
December, 2009.
3. ALLOTMENT OF 4% NON CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE
SHARES:
In order to increase the Capital Base of the Company 1,329,633 4% Non
cumulative Compulsorily Convertible Preference Shares of Rs. 100 each
at par were issued by the Company in the Board Meeting held on January
5, 2010 pursuant to approval of the Shareholders of the Company at the
Extra Ordinary General Meeting held on December 22,2009, and in
principle approval received from Bombay Stock Exchange on December
21,2009.
4. ALLOTMENT OF 10% COMPULSORILY CONVERTIBLE DEBENTURES:
In order to raise additional capital for funding future acquisition and
for meeting working capital requirements of the Company, 5,78,429 10%
Compulsory Convertible Debentures of Rs. 100 each at par were allotted
by the Company pursuant to approval of shareholders at the Extra
ordinary General Meeting of Company held on April 15,2010 and in
principle approval received from Bombay Stock Exchange on April
23,2010.
5. SUBSIDIARIES:
The Subsidiaries of the Company as on 31st March 2010 are as follows:
1) Prism Informatics Europe AG, Europe (acquired).
2) Sumits Schweiz Gmbh, Europe (acquired).
3) Sumits Deutschland Gmbh, Europe (acquired).
4) Nexus Systems Resources Company Limited, Thailand (acquired).
5) Prism Informatics Inc, Delaware (wholly owned subsidiary).
6) Prism Informatics Pte Limited, Singapore (wholly owned subsidiary).
7) NastekSolutions Private Limited (acquired).
5) MANAGEMENT DISCUSSION AND ANALYSIS:
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, Management Discussion and Analysis Report is appended to this
report.
6) CORPORATE GOVERNANCE:
As required by Clause 49 of the Listing Agreement with the Stock
Exchange, a Report on Corporate Governance is appended along with a
Certificate of Compliance from Practising Company Secretary.
7) DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions of section 217(2AA)of the Companies
Act, 1956, the Directors of your company confirm:
a) That in the preparation of the annual accounts allthe applicable
accounting standards have been followed along with proper explanations
relating to material departures;
b) That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the Profit of
the Company for that year;
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and deleting fraud and other regularities;
d) That the annexed accounts for the financial year ended 31st March,
2010 have been prepared on a
going concern basis.
8) AUDITORS:
M/s. E. A. Patil & Associates, Chartered Accountants, auditors of the
Company retire at the ensuing Annual General Meeting and are eligible
for re-appointment for which they have given their consent.
9) AUDITORS REPORT:
The Auditors in their Report have referred to the notes forming part of
the Accounts. The said notes are self- explanatory and do not require
any further explanation.
10) PUBLIC DEPOSITS:
The Company has not accepted any deposits from public, hence provisions
of Section 58A of the Companies Act, 1956 and Companies (Acceptance of
Deposit) Rules 1975 are not applicable to the company.
11) PARTICULARS OF EMPLOYEES:
The Particulars of employees pursuant to provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 is appended as an Annexure to this report.
12) PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors report, Balance sheet, and Profit and Loss account
of our subsidiaries. We had applied to the Government of India for an
exemption from such an attachment as we present the audited
consolidated financial statements in the Annual Report. The Government
of India has granted us exemption from complying with Section 212.
Accordingly, the Annual Report does not contain the financial
statements of these subsidiaries. We will make available the audited
annual accounts and related information of subsidiaries, where
applicable, upon request by any of our shareholders.
13)CONSOLIDATEDFINANCIALSTATEMENTS:
As stipulated by Clause 32 of the Listing agreement with the stock
exchanges, the consolidated financial statements have been prepared by
the Company in accordance with the applicable accounting statements
issued by The Institute of Chartered Accountants of India. The audited
consolidated financial statements together with Auditors Report form
part of the Annual Report.
14)CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, the Company has no activities relating to
conservation of energy or technology absorption and details of foreign
exchange inflow and outflow is given in the annexure to this Report.
ACKNOWLEDGMENTS:
The Board of Directors place on record its appreciation of the
continuous efforts put in by all the employees to consolidate and
improve the operations of your Company during the year under review.
16)APPRECIATION:
Your Directors placed on record their deep appreciation for the support
and co-operation which your Company to receive from Bankers,
Shareholders, Employees and Associates of your Com pany.
For and on behalf of the Board
For PRISM INFORMATICS LIMITED
Place: Navi Mumbai
Date: 16th July, 2010
ALOKPATHAK DR.NIRMALJAIN
(Managing Director) (Director)
Mar 31, 2009
The Directors have pleasure in presenting to you the Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2009.
FINANCIAL RESULTS
2008-09 2007-08
PARTICULARS Rs. Rs.
Total Income 40,82,127 38,02,076
Less: Total Expenditure 17,88,072 14,15,844
Profit / (Loss) Before
Interest, Depreciation & Tax 22,94,055 23,85,156
Less: interest Nil Nil
Depreciation 49,604 94862
Profit after Tax 22,44, 451 22,90.294
Less: Provision for Taxation
Current Tax 78,000 76,600
Deferred Tax Nil 5.770
Fringe Benefit Tax 3,000 Nil
Profit After Tax 21,63,451 22,07,924
Add / Less earlier year Debit / Credit 1076 Nil
Add : Profit brought forward from
earlier years 22,16,709 42,08,785
Profit after Tax available for
appropriation 43,81,236 64,16,709
Appropriations:
Transfer to General Reserve 35,00,000 42,00,000
Balance carried to Balance Sheet 8,81,236 22,16,709
Your Directors are hopeful of better performance by the Company in the
current year.
DIVIDEND
With a view to conserve the resources of the Company, your Directors do
not recommend any dividend for the year under review.
DIRECTORS
Mrs. Sarita P. Kothari retires by rotation from the Board and being
eligible offers herself for re appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
i in the preparation of the Annual Accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures, if any;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of financial year ended on 31st March, 2009
and of the profit of the Company for that year;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. the Directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public.
MAJOR EVENTS
The promoters of the Company have sold their shareholding in the
Company to M/s Idhasoft Limited vide a Share Purchase Agreement dated
August 6, 2009. Accordingly, the necessary procedure under the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 is
being undertaken by Idhasoft Limited.
AUDITORS
M/s P. B. Tikait & Co., Chartered Accountants, Mumbai, retiring
Auditors of the Company have intimated their inability to be appointed
as Auditors at the forthcoming Annual General Meeting. The Company has
received a notice under Section 190 of the Companies Act one of the
member of the Company, 1956 intimating his intention to recommend the
appointment of M/s. E.A. Patil & Associates, Chartered Accountants as
Auditors of the Company at the forthcoming
Annual General Meeting. The Board of Directors recommend to the
members, the appointment of M/s. E.A. Piatil & Associates, Chartered
Accountants as Auditors of the Company at the forthcoming Annual
General Meeting to hold office till the conclusion of the next Annual
General Meeting.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and
therefore, do not call for any further comments on the Auditors Report
under Section 217 of the Companies Act, 1956.
STATUTORY INFORMATION ABOUT EMPLOYEES. CONSERVATION OF ENERGY.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Company had no employees of the category specified in Section
217(2A) of the Companies Act, 1956.
Since the Company is not having any manufacturing activity, Directors
have nothing to report on conservation of energy, research and
development and technology absorption.
During the year foreign exchange earning was Rs. 40,74,127.00 (Previous
Year 38,01,000.00) on account of Income from Software Development
Services and outgo was Rs. Nil.
ACKNOWLEDGEMENT
Your Directors would like to thank all the clients, bankers and
shareholders of the Company for the unstinted support received from
them during the year.
For and on behalf of the Board of Directors
Director Director
Place: Mumbai
Date: August 31, 2009
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