Mar 31, 2022
EquiPPP Insights Exchange (IX), is an AI/ML-based digital platform, for Impact auditors to get on-ground insights collected by field force partners to assess the impact created by social value projects. It is propelled by a framework of impact auditors, knowledge partners, academic institutions and curated field force partners
It has features to gather feedback and insights from beneficiaries of a particular project through digital media, CAPI, CATI, CAWI, and social value partners across multiple geographical locations.
1. The Company has undergone a corporate insolvency resolution process (CIRP) under the aegis of the Insolvency and Bankruptcy Code, 2016. The CIRP commenced on July 10th, 2019 and culminated with the approval of a resolution plan by the Honâble NCLT, Hyderabad Bench, vide its order dated December 03rd, 2020 in respect of the Company. Upon approval of the plan by the Honâble NCLT, new board has been constituted for the purpose of implementation of the Resolution Plan.
2. As per the terms of the Resolution Plan approved by the Honâble NCLT, the entire shareholding of the erstwhile promoters held in the Company i.e., 3,42,81,707 Equity Shares of Rs. 1/- each cancelled and public shareholding is reduced by 95% from 6,18,26,729 to 30,95,225 by cancellation of 5,87,31,504 Equity Shares of Rs.1/- each. Resulting into the total paid up share capital of the Company stands reduced from Rs. Rs. 9,61,08,436/- to Rs. 30,95,225/-.
3. Pursuant to NCLT order, 10,00,00,000 new equity shares were allotted to the shareholders on the preferential basis under Promoter Category.
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. The Company has only one class of equity shares at par value of Rs.1/-each.
*** Pertains to income tax demand/matters on account of deductions/disallowances for the earlier years, pending appeals filed consequent orders passed against the Company/demands raised by the Department under Income Tax Act, 1961.
Deferred tax asset/liability: In view of carry forward of losses under tax laws in the current year, the Company is unable to demonstrate virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized, which is as required under AS 22 âAccounting for taxes on incomeâ. Accordingly, no deferred tax asset has been recognized as at the year-end.
Accompanying notes form integral part of the financial statements In terms of our report attached
Mar 31, 2021
iii) . Derecognition Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit.
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost.
At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt securities at fair value through other comprehensive income (FVOCI) are credit impaired. A financial asset is ''credit impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;
- it is probable that the borrower will enter bankruptcy or other financial reorganization; or
- the disappearance of an active market for a security because of financial difficulties.
The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for the following, which are measured as 12 month expected credit losses:
- debt securities that are determined to have low credit risk at the reporting date; and
- other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. 12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company''s historical experience and informed credit assessment and including forward looking information.
Measurement of expected credit losses
Expected credit losses are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive).
Presentation of allowance for expected credit losses in the balance sheet
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the trade receivable does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company''s procedures for recovery of amounts due.
n) Estimation of uncertainties relating to the global health pandemic from COVID-19
The Company has made detailed assessment of its liquidity position for the next year and the recoverability and carrying value of its assets comprising property, inventory and trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company continues to evaluate them as highly probable considering the orders in hand. The situation is changing rapidly giving rise to inherent uncertainty around the extent and timing of the potential future impact of the COVID-19 which may be different from that estimated as at the date of approval of the financial results. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its business.
Rights, preferences and restrictions of equity shares
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. The Company has only one class of equity shares at par value of Rs.1/-each.
2.21 Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDAct,2006)
Based on the information available with the Company, no creditors have been identified as ''supplier'' within the meaning of ''Micro, Small and Medium Enterprises Development Act, 2006.
*Pertains to income tax demand / matters on account of deductions / disallowances for the earlier years, pending appeals filed consequent orders passed against the Company / demands raised by the Department under Income Tax Act, 1961.
* The Company has written off of the dues to the government agencies, as these dues are operational creditors in nature under Insolvency Resolution Process and since the liquidation value of the corporate debtor is not sufficient to cover the dues of the secured financial creditor under the Resolution Plan, the Resolution Applicants have not provide any payment to above dues.
** The Income-Tax Department has re-opened the assessments of the Company for the years 201213, 2013-14, during the moratorium period under CIRP, and determined the tax liability ex-parte and issued notice of demand under Section 156 of the Income-tax Act, 1961. The above claims were not admitted by the Resolution Professional in the Information Memorandum (IM), issued while inviting Resolution plans from the prospective Applicants.
**Subsequent to the approval of the Resolution by the Honâble NCLT the above liability has been extinguished completely the Company is not liable for the above liability/demand for tax pursuant to the approval of this resolution plan by the NCLT.
2.25 Deferred tax asset/liability:
In view of carry forward of losses under tax laws in the current year, the Company is unable to demonstrate virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realised, which is as required under AS 22 ''Accounting for taxes on incomeâ. Accordingly, no deferred tax asset has been recognized as at the year-end.
2.26 Events Occurred after Balance Sheet Date
1. An allotment of 2,00,00,000 (Two Crore only) equity shares of Rs. 1/- each fully paid, on June 03, 2021 to the consortium member (s) against the infusion of funds as envisaged in the approved Resolution Plan.
2. An allotment of 8,00,00,000 (Eight Crore only) equity shares of Rs. 1/- each fully paid, on June 03, 2021 to Equivas Capital Private Limited as a consideration other than cash for the acquision of its digital platform www.equippp.com as envisaged in the approved Resolution Plan.
3. The name of the Company has been changed to ''EQUIPPP SOCIAL IMPACT TECHNOLOGIES LIMITEDâ and Registrar of Companies Affairs, Telangana region has issued fresh ''Certificate of Incorporationâ on June 23, 2021. The Company is yet to the get the final approval from the NSE for the name change.
4. Reclassification of erstwhile promoters as Public and Classification of Resolution Applicants as promoters of the Company as per the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.27 Segment reporting Operating Segments:
a) Commodity:
b) Seed :
The chief operating decision make monitors the operating results of its business segments for the purpose of making decision about resource allocation and performance assessment. Segment performance is evaluated based on the profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of nature or products/services.
The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure
Accompanying notes form integral part of the financial statements In terms of our report attached
Mar 31, 2015
Overview
Green Fire Agri Commodities Limited ("the Company") was incorporated as
Garden Style Private Limited on 11 June 1991. The name of the Company
was subsequently changed from Northgate Technologies Limited to Green
Fire Agri Commodities Limited on 20 July 2012. The company mainly
engaged in Commodities trading business.
1.1 (a) Due to the major fire accident which completely destroyed the
physical vouchers upto 10.2.2014 and also affected computers, Furniture
and Fixtures, Office Equipments, servers and the steps taken by the
Company for recovering the data from the Backup systems. We have
conducted limited review of the accounts for the nine months period
ending 31.12.2013. We have also conducted Audit for the year ending
March 2014, based on data retrieved from the systems including
scanned/soft copies and physical records available.
1.1 (b) With respect to balances under Sundry Debtors/Claims
Recoverable/Loans & Advances/ Sundry Creditors/Other Liabilities which
have not been confirmed by the certain parties.
1.1 (c) Unclaimed Dividend an amount of Rs. 3,12,324/- lying in HDFC
Bank for the financial years 2004-05, 2005-06 & 2006-07 is due for
transfer to Investor and Education Protection Fund.
1.2 Related party disclosures
i. Entities where control exists
None
ii. Key Management Personnel
D. Prakash Rao  Wholetime Director
T. Naresh Kumar  Director
iii. Enterprises with whom transactions have taken place
Entities where principal shareholders/management personnel have control
or significant influence (either directly or indirectly)
Stampede Holdings Limited, India
Stampede Capital Limited, India
Social Media India Limited
1.3 Details of dues to micro and small enterprises as defined under
MSMED Act, 2006
There are no dues to Micro and Small Enterprises specified under the
Micro, Small and Medium Enterprises Development Act, 2006 as on 31st
March, 2015, to the extent such parties have been identified on the
basis of information available with the Company and relied on by the
auditors
1.4 Provision for employee benefits
a. Pursuant to the adoption of the Accounting Standard 15 (Revised) Â
Employee Benefits effective 1st April 2007, the following table sets
out the status of the gratuity plan :
Discount rate: The discount rate is based on the gross redemption yield
on medium to long term risk free investments.
Expected rate of return on plan assets: The estimates of future salary
increases, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors such as
supply and demand factors in the employment market.
Salary escalation rate: The attrition rate is the expected employee
turnover for the future periods, adjusted to the current economic
environment.
1.5 Differed tax asset/liability :
In view of carry forward of losses under tax laws in the current year,
the Company is unable to demonstrate virtual certainty supported by
convincing evidence that sufficient future taxable income will be
available against which such deferred tax asset can be realised, which
is as required under AS 22 ''Accounting for taxes on income''.
Accordingly, no deferred tax asset has been recognised as at the
year-end.
1.6 Segment reporting
During the current year, the Company is engaged in " Commodities
trading" in India Revenue by geographical location of customer
1.7 Previous year figures have been regrouped / reclassified wherever
necessary, to confirm to current year classification.
Mar 31, 2014
1 (a) Due to the major fire accident which completely destroyed the
physical vouchers upto 10.2.2014 and also affected computers, Furniture
and Fixtures, Office Equipments, servers and the steps taken by the
Company for recovering the data from the Backup systems. We have
conducted limited review of the accounts for the nine months period
ending 31.12.2013. We have also conducted Audit for the year ending
March 2014, based on data retrieved from the systems including scanned/
soft copies and physical records available.
2 (b) With respect to balances under Sundry Debtors/ Claims
Recoverable/ Loans & Advances/ Sundry Creditors/ Other Liabilities
which have not been confirmed by the certain parties.
3 (c) Unclaimed Dividend an amount of Rs. 2,29,216/- lying in HDFC
Bank for the financial years 2004-05 & 2005-06 is due for transfer to
Investor and Education Protection Fund. The company has already made
request to HDFC Bank for transfer of said amount to Investor and
Education Protection Fund.
4 Capital Commitments and Contingent liabilities
Particulars For the year ended For the year ended
31 March 2014 31 March 2013
Capital Commitments Nil Nil
Contingent Liabilities
Company extended property to
Bank of Baroda against the
loan sanctioned to Barret
Commodity Traders Private Ltd 18,000,000 18,000,000
5 Differed tax asset/liability :
In view of carry forward of losses under tax laws in the current year,
the Company is unable to demonstrate virtual certainty supported by
convincing evidence that sufficient future taxable income will be
available against which such deferred tax asset can be realised, which
is as required under AS 22 ÂAccounting for taxes on income Â.
Accordingly, no deferred tax asset has been recognised as at the
year-end.
6 Previous year figures have been regrouped / reclassified wherever
necessary, to confirm to current year classification.
Mar 31, 2013
Overview
Green Fire Agri Commodities Limited ("the Company") was incorporated as
Garden Style Private Limited on 11 June 1991. The name of the Company
was subsequently changed from Northgate Technologies Limited to Green
Fire Agri Commodities Limited on 20 July 2012. The company mainly
engaged in Commodities trading business.
1.1 Related party disclosures i. Entities where control exists
None
ii. Key Management Personnel
D.V.S. Prakash Rao - Wholetime Director P. Srinivasu - Director
iii. Enterprises with whom transactions have taken place
Entities where principal shareholders/management personnel have control
or significant influence (either directly or indirectly)
Stampede Holdings Limited, India
Stampede Capital Limited, India
Bio Ethanol Agro Industries Limited, India
1.2 Capital Comitments and Contingent liabilities
Particulars For the
year ended For the
year ended
31 March
2013 31 March 2012
Capital Comitments
Continget Liabilities:
Company extended property to
Bank of Baroda against the
loan sanctioned to Barrot
Commodity Traders Pvt. Ltd. 18,000,000
1.3 Leases
The Company leases office facilities under cancellable and
non-cancellable operating lease agreements. The Company intends to
renew such leases in the normal course of its business. Total rental
expense under cancellable operating leases was Rs. 3,423,200 ( Previous
year Rs. 3,464,111) and non cencellable prtion was Rs Nil ( Previous
year Nil)
1.4 Previous year figures have been regrouped / reclassified wherever
necessary, to confirm to current year classification.
Mar 31, 2012
* 47,089,846 equity Shares of Re.1 each pending allotment pursuant to
the Approved Scheme for consideration other than cash (Refer note
2.24.iv) and accordingly, the same has not been considered for
reconciliation of the number of equity shares outstanding.
Aggregate number of bonus shares issued, shares issued for
consideration other than cash and shares bought back during the period
of five years immediately preceding the reporting date:
During the year beginning from 01 April 2007 to 31 March 2012, the
Company had issued 16,514,295 equity shares by way of fully paid bonus
shares on 03 September 2007 and 47,089,846 equity Shares of Re.1/- each
pending allotment pursuant to the Approved Scheme for consideration
other than cash.
* Pursuant to the Approved Scheme, all investment of the Company are
transferred to Northgate Com Tech Limited except for the investment in
Green Fire Agri Commodities Private Limited, which has been debited to
the Statement of profit and loss. (Refer note 2.24)
1.1 Deferred tax asset
Deferred tax is provided on all timing differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes. The deferred tax asset /
(liability), net as on 31 March 2012 comprises of:
* Pending allotment of equity shares pursuant to the merger, the number
of equity shares pending allotment aggregating 47,089,846 have been
considered for computing the diluted earnings per share and the same
have not been considered for computing the basic earnings per share.
1.2 Note on Scheme of Arrangement and Amalgamation
"The Honorable High Court of Andhra Pradesh has approved the
Composite Scheme of Arrangement and Amalgamation between Northgate
Technologies Limited (''the Company''), Northgate Com Tech Limited
(''Northgate Com''), Green fire Agri Commodities Private Limited
(''Green fire''), their respective shareholders and creditors (''the
Approved Scheme'') on 28 March 2012. The Appointed date of the
Approved Scheme is 1 April 2011. Pursuant to the Approved Scheme
becoming effective:"
i. the financial statements have been prepared giving effect to the
Approved Scheme after making suitable adjustments to align the
accounting methods and policies, the effect of which has been
considered in the opening balance sheet as on the appointed date, which
has been approved by the Board of Directors at their meeting held on 30
May 2012. Accordingly, the financial statement of the Company for the
year ended 31 March 2012 have been presented after incorporating the
effect of the accounting as proposed in the Approved Scheme. The
Approved Scheme is in compliance with the relevant accounting standards
notified by the Central Government under Section 211(3C) of the
Companies Act,1956.
ii. the internet business of the Company has been demerged into
Northgate Com and the commodity business of Green fire is merged with
the Company.
iii. one share of Northgate Com would be issued to each shareholder of
the Company for one equity share held by him in the Company. Difference
between the book value of the net assets, pertaining to the internet
business, transferred to Northgate Com is debited to Securities Premium
account of the Company, as follows:
v. all the assets and liabilities as on the Appointed Date, recorded
in the books of Green fire are transferred to and vested in the Company
and is recorded by the Company at their respective book values;
Difference between the book value of the net assets, pertaining to the
Green Fire, transferred to the Company and face value of the equity
shares issued by the Company is debited to accumulated balance in the
Statement of profit and loss, as follows:
vi. the face value and the paid up value per equity share (including
new equity shares issued to Stampede Holdings Limited) of the Company
has been reduced by Rs. 9 without any payments to the holders of such
equity shares of the Company. Consequently upon such reorganization of
equity share capital of the Company, the face value and the paid up
value per share of the Company is Re.1. The reduced amount has been
credited to "Capital reorganization account". Balance available in
Capital Reorganisation account is adjusted with the debit balance in
Statement of Profit and Loss.
vii. the balance available in share premium account, after debiting the
deficit arising as per point iii above, is adjusted with debit balance
of Statement of Profit and Loss.
viii. the Company will remit the applicable stamp duty within the
stipulated time line specified in the court order shares on pending
allotment of shares to share holders of Green fire.
ix. movement in Share Premium account, Capital Reorganisation account
and Statement of profit and loss is explained, as follows:
1.3 Related party disclosures
i. Entities where control exists None
ii. Key Management Personnel
Venkata S Meenavalli - Chairman and Managing Director P. Srinivasu -
Executive Director
K. Bhaskara Reddy - Executive Director (up to 12 November 2010)
iii. Enterprises with whom transactions have taken place
Entities where principal shareholders/management personnel have control
or significant influence (either directly or indirectly)
Stampede Holdings Limited, india Stampede Capital Limited, india Bio
Ethanol Agro industries Limited, india Northgate investments Pte
Limited, Singapore*
Globe7 (UK) Limited, United Kingdom*
Globe7 Pte Limited, Singapore$
Social Media India Limited, India$
Globe7 HK Limited, Honk Kong$
Axill Europe Limited, United Kingdom$
VAR Quant Tech Securities Private Limited, india (Upto11 November
2010)*
Green Fire Agri Commodities Private Limited, india (w.e.f. 20 September
2010)*
* Was a subsidiary till 1 April 2011.
$ Was a step down subsidiary till 1 April 2011.
1.4 Details of dues to micro and small enterprises as defined under
MSMED Act, 2006
The Ministry of Micro, Small and Medium Enterprises has issued an
Office Memorandum dated 26 August 2008 which recommends that the Micro
and Small Enterprises should mention in their correspondence with its
customers the Entrepreneurs Memorandum Number as allocated after filing
of the Memorandum. Accordingly, the disclosure in respect of the
amounts payable to such enterprises as at 31 March 2012 has been made
in the financial statements based on information received and available
with the Company. Further in view of the management, the impact of
interest, if any, that may be payable in accordance with the provisions
of the Act is not expected to be material. The Company has not received
any claim for interest from any supplier under the said Act.
Discount rate: The discount rate is based on the gross redemption yield
on medium to long term risk free investments.
Expected rate of return on plan assets: The estimates of future salary
increases, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factors such as
supply and demand factors in the employment market.
Salary escalation rate: The attrition rate is the expected employee
turnover for the future periods, adjusted to the current economic
environment.
1.5 Contingent liabilities
"The Company issued a corporate guarantee amounting to Rs. Nil
(previous year: Rs. 80,000,000) in favour of Bank of Baroda for the
cash credit facility extended by the bank to Social Media india
Limited."
1.6 Leases
The Company leases office facilities under cancellable and
non-cancellable operating lease agreements. The Company intends to
renew such leases in the normal course of its business. Total rental
expense under cancellable operating leases was Rs. 3,464,111 (previous
year: Rs. 2,270,934) and under non-cancellable portion was Rs. Nil
(previous year: Rs. 2,702,350), which has been disclosed as rent.
1.7 Segment reporting
Pursuant to the Approved Scheme, the internet business of the Company
has been demerged into Northgate Com and the commodity business of
Green fire is merged with the Company (Refer note 2.24). During the
current year, the Company is engaged in " Commodities trading"
activity in India. In the previous year, the Company was involved in
the business of providing Information Technology services to its sole
customer in Singapore. However, in both the years there is one
business segment and one geographical segment. Consequently, the
requirement for a separate disclosure as required under AS 17 -
''Segment Reporting'' is not applicable.
1.8 The Company has the following un-hedged exposure in foreign
currency at the year end:
1.9 In view of the aforesaid Scheme of arrangement and amalgamation
with effect from 1 April 2011 (refer note 2.24), the figures of the
current year are not comparable with those of the previous year.
1.10 Till the year end 31 March 2011, the company was using pre-revised
Schedule VI to the Companies Act 1956, for preparation and presentation
of its financial statements. During the year ended 31 March 2012, the
revised Schedule VI notified under the Companies Act 1956, has become
applicable to the Company. The Company has reclassified the previous
year figures to confirm to current year''s classification. The
adoption of revised Schedule VI does not impact recognition and
measurement principles followed for preparation of financial
statements. However, it significantly impacts presentation and
disclosure made in the financial statement, particularly presentation
of balance sheet.
Mar 31, 2011
1. Contingent liabilities
The Company issued a corporate guarantee amounting to Rs. 80,000,000
(previous year: Rs. 80,000,000) in favour of Bank of Baroda for the
cash credit facility extended by the bank to Social Media India
limited, a step- down subsidiary.
2. the Board of Directors of the Company at their meeting held on May
19, 2011, considered and approved the Composite Scheme of Arrangement
between Northgate Technologies Limited (''NTL'' or ''the Company'') and
Northgate Com Tech Private Limited (''Northgate Com'') and Green Fire
Agri Commodities Private Limited (''Green Fire'') (''Collectively referred
to as Group'') and their respective shareholders and creditors
(''Scheme'') under Sections 391-394 read with Sections 100-103 of the
Companies act, 1956.
The Scheme is subject to consent, approval of requisite majority of
shareholders and creditors of the Company, Northgate Com and green
Fire, sanction of the high Court of andhra pradesh and all other
regulatory approvals as may be necessary for the implementation of the
Scheme.
the salient features of the Scheme are as under:
(a) The Appointed Date of the Scheme is 1 April 2011.
(b) The Scheme involves the demerger of Internet Business Undertaking
of the Company into Northgate Com and merger of green Fire into the
Company.
(c) Based on an independent valuation and fairness opinion, the Board
approved and recommended the Share entitlement ratio as follows:
"1 (One) fully paid Equity Share of Rs. 10 (Rupees Ten) each of
Northgate Com shall be issued and allotted for every 1 (One) Equity
Share of Rs. 10 (Rupees Ten) each held in the Company."
"158 (One Hundred ffity eight) fully paid Equity Shares of Rs. 10
(Rupees Ten) each of Northgate shall be issued and allotted for every 1
(One) fully paid Equity Share of Rs. 10 (Rupees Ten) each held in Green
Fire (except in respect of shares held by the Company in Green Fire)."
(d) Consequent to the demerger of the Internet business of Northgate
into Northgate Com, the shares of the Northgate Com will be listed on
the National Stock exchange of India limited.
(e) Consequent to the merger of Green Fire into NTL, the name of NTL
will be changed to "Green Fire Agri Commodities limited" and the face
value and the paid-up value of the shares of the Company together with
the new shares issued and allotted on merger will be reduced by rs. 9
without payment to the holders of such equity shares of Northgate. the
shares of the Northgate will continue to list on National Stock
exchange of India limited.
3. Employee stock option scheme
the Company has instituted the following employee stock option plans
for all eligible employees, in pursuance to the respective special
resolution approved by the shareholders. all the plan options shall be
administered by the compensation committee, which shall determine the
employees eligible for receiving options, the number of options to be
granted, the exercise price, the vesting period and the exercise
period. the vesting period is determined for the options issued on the
date of the grant.
18. Notes to Accounts (continued)
The exercise price of the options granted under the ESOP plans, is
defned as the closing market price of the underlying equity share,
preceding the date of grant of options on the stock exchange having the
highest trading volume of such shares.
In the case of termination of employment, all non-vested options would
stand cancelled. options that have vested but have not been exercised
can be exercised within the time prescribed under each option agreement
approved by the compensation committee, which shall not be beyond the
initial exercise period, failing which they would stand cancelled.
at the annual general Meeting held on 1 august 2007, the members of the
Company approved for issue of fully paid-up bonus shares in the ratio
of 1:1 i.e. one additional equity share, fully paid-up for each
existing equity share held by the members, by capitalizing a part of
the share premium account. the record date for such issue was 3
September 2007 and the shares were allotted on 5 September 2007. Based
on the guidelines issued by Securities exchange Board of India, the
effect of this corporate action has been applied to all the outstanding
options as at the date of the approval.
4. Deferred tax
In view of carry forward of losses under tax laws in the current
period, the Company is unable to demonstrate virtual certainty as
required by the Explanation in AS 22 ''Accounting for taxes on income''.
Accordingly, no deferred tax asset has been recognized as at the
year-end as there is no virtual certainty supported by convincing
evidence that suffcient future taxable income will be available against
which such deferred tax asset can be realized.
5. Leases
The Company leases office facilities under cancellable and
non-cancellable operating lease agreements. The Company intends to
renew such leases in the normal course of its business. total rental
expense under cancellable operating leases was Rs. 2,270,934 (previous
year: Rs. 1,856,500) and under non-cancellable portion was Rs.2,702,350
(previous year: Rs. 4,764,960), which has been disclosed as rent.
the managerial personnel are covered by the personal accident insurance
policy and mediclaim insurance policy taken by the Company along with
other employees of the Company. the proportionate premium paid towards
insurance policies pertaining to the managerial personnel has not been
included in the aforementioned disclosures as separate amounts are not
available for Directors. Further the above figures do not include
provision for gratuity and compensated absences payable to the Managing
Director as the same are actuarially determined for the Company as a
whole.
10. Details of investments purchased and sold
Sold
During the current year, the Company has sold 100% shares of VAR Quant
Tech Securities Private Limited with the approval of the Board of
Directors as on 11 November 2010.
- Share application money pending allotment 26,020,590
11. Segment information
the Company is in the business of providing Information technology
Services to its step down subsidiary. the Company does not make any
distinction amongst the services rendered or the geographical areas to
which services are rendered and accordingly, there is only one business
and geographical segment.
Pursuant to the Accounting Standard Interpretation (ASI) 20 (Revised) Â
Disclosure of Segment Information issued by the ICAI, no segment
disclosure has been made in these financial statements, as the Company
has only one geographical and business segment.
12. Related parties
A) Entities where control exists None
B) Entities with whom transactions have taken place during the year
Subsidiaries
i. Northgate Investments pte limited, Singapore
ii. VAR Quant Tech Securities Private Limited, India
iii. Globe7(UK) Limited, United Kingdom
iv. Green Fire Agri Commodities Private Limited, India (Formally PNM
Commodities Private Limited)
Step down subsidiaries
i. globe7 pte limited, Singapore ii. Social Media India limited,
India iii. globe7 hK limited, honk Kong iv. axill europe limited,
united Kingdom
C) Key Managerial Personnel (KMP)
i. Venkata S Meenavalli - Chairman and Managing Director
ii. P. Srinivasu - Executive Director (w.e.f. 30 September 2010)
iii. D.VS.S.lakshminarayana - Director
iv. K. Bhaskara Reddy - Executive Director (up to June 19, 2010)
Discount rate: the discount rate is based on the gross redemption yield
on medium to long term risk free investments.
Salary escalation: the estimates of future salary increases, considered
in actuarial valuation, take account of infation, seniority, promotion
and other relevant factors such as supply and demand factors in the
employment market.
Attrition rate: the attrition rate is the expected employee turnover
for the future periods, adjusted to the current economic environment.
14. During the year, the Company raised an amount of rs. 287,000,000
by issue of 14,000,000 equity shares through Qualifed Institutional
Placements (QIP) with a face value of Rs.10 per share at a premium of
Rs 10.50 per share. The expenses amounting to Rs.11,635,856 relating to
the QIP have been deducted from the share premium received.
15. Disclosure as per Clause 32 of the Listing Agreement
During the year ended 31 March 2011, no loans and advances in the
nature of loans were given to any subsidiary Company.
16. Amounts payable to micro, small and medium enterprises
The Ministry of Micro, Small and Medium Enterprises has issued an office
Memorandum dated 26 August 2008 which recommends that the Micro and
Small enterprises should mention in their correspondence with its
customers the Entrepreneurs Memorandum Number as allotted after filing
of the Memorandum. Accordingly, the disclosure in respect of the
amounts payable to such enterprises as at 31 March 2011 has been made
in the financial statements based on information received and available
with the Company. Further in the view of the management, the impact of
interest, if any, that may be payable in accordance with the provisions
of the said act is not expected to be material. the Company has not
received any claim for interest from any supplier under the said act.
Year Ended Year Ended
Particulars 31 March 2011 31 March 2010
the principal amount and the interest
due thereon remainingunpaid to any
supplier as at the end of each
accounting year Nil Nil
the amount of interest paid by the
Company along with theamounts of
the payment made to the supplier
beyond the appointed day during
the year Nil Nil
the amount of interest due and payable
for the period of delay in making
payment (which have been paid but
beyond the appointed day during the year)
but without adding the interest specifed
under this Act Nil Nil
the amount of interest accrued and
remaining unpaid at the end of
the year Nil Nil
the amount of further interest
remaining due and payable even in
the succeeding years, until such date
when the interest dues as above are
actually paid to the small enterprises Nil Nil
17. Quantitative details
the Company is engaged in the business of providing "Information
technology Services". these activities are not capable of being
expressed in any generic form. Consequently, the quantitative details
of sales and the particulars required under paragraph 3, 4C and 4D of
part II of Schedule VI to the Companies act, 1956 have not been
disclosed.
19. Transfer pricing
the Company has established a comprehensive system of maintenance of
information and documents as required by the transfer pricing
legislation under sections 92-92F of the Income-tax act. Since the law
required existence of such information and documentation to be
contemporaneous in nature, the Company is in the process of updating
the documentation for the international transactions entered into with
the associated enterprise during the financial year and expects such
records to be in existence latest by 30 September 2011, as required by
law. The Management is of the opinion that its international
transactions are at arm''s length so that the aforesaid legislation will
not have any impact on the financial statements, particularly on the
amount of tax expenses and that of provision for taxation.
20. Previous year figures
Previous year figures have been regrouped / reclassified wherever
necessary, to conform to current year classification.
Mar 31, 2010
1. Contingent Liabilities
The Company has issued a corporate guarantee amounting to Rs.
80,000,000 (previous year: Rs. 80,000,000) in favour of Bank of Baroda
for the cash credit facility extended by the bank to Social Media India
limited, a step-down subsidiary.
The exercise price of the options granted under the 2004 ESOP Plan, is
defined as the average of the weekly high and low of the closing price
of the underlying equity shares, during the six months preceding the
date of grant, on the stock exchange having the highest trading volume
of such shares, or closing price on the same stock exchange on the date
of grant whichever is lower.
The exercise price of the options granted under the other ESOP plans,
is defined as the closing market price of the underlying equity share,
preceding the date of grant of options on the stock exchange having the
highest trading volume of such shares.
In the case of termination of employment, all non-vested options would
stand cancelled. options that have vested but have not been exercised
can be exercised within the time prescribed under each option agreement
approved by the compensation committee, which shall not be beyond the
initial exercise period, failing which they would stand cancelled.
At the annual general Meeting held on 1 august 2007, the members of the
Company approved for issue of fully paid-up bonus shares in the ratio
of 1:1 i.e. one additional equity share, fully paid-up for each
existing equity share held by the members, by capitalizing a part of
the share premium account. the record date for such issue was 3
September 2007 and the shares were allotted on 5 September 2007. Based
on the guidelines issued by Securities exchange Board of India, the
effect of this corporate action has been applied to all the outstanding
options as at the date of the approval.
On 18 October 2008, the Compensation Committee of the Board of
Directors decided to cancel all the unexercised stock options
outstanding as on that date, under the 2004 ESOP plan and the 2005 ESOP
plan, resulting out of the significant fall in the stock market price
of the CompanyÂs shares, which was detrimental to the interest of
option holders.
Accordingly 188,000 and 802,300 number of options under the 2004 ESOP
plan and the 2005 plan, respectively have been cancelled which includes
188,000 number of vested options. the cancellation of vested options,
the cost for which has been recognized in the previous periods, has
been recorded as a credit to the previous year stock compensation
expense amounting to rs.1,801,980, in accordance with the guidelines
issued by Securities exchange Board of India.
4. Leases
The Company leases office facilities under cancellable and
non-cancellable operating lease agreements. The Company intends to
renew such leases in the normal course of its business. total rental
expense under cancellable operating leases was Rs. 1,856,500 (previous
year: Rs. 2,585,509) and under non-cancellable portion was Rs.
4,764,960 (previous year: Rs. 7,102,241), which has been disclosed as
rent.
the managerial personnel are covered by the personal accident insurance
policy and mediclaim insurance policy taken by the Company along with
other employees of the Company. the proportionate premium paid towards
insurance policies pertaining to the managerial personnel has not been
included in the aforementioned disclosures as separate amounts are not
available for Directors. Further the above figures do not include
provision for gratuity and compensated absences payable to the Managing
Director as the same are actuarially determined for the Company as a
whole.
In the previous year ended 31 March 2009, the Company had paid an
amount of Rs. 1,622,500 to the Chairman and Managing Director in excess
of the limits prescribed in Schedule XIII of the Companies act, 1956,
without obtaining the prior approval of the Central government, as
contemplated. however, the Company has recovered this amount by way of
a cheque from the Chairman and Managing Director which has been
disclosed as Cheque on hand as at 31 March 2009 and has been
subsequently realized in April 2009. however, in the current year, the
remuneration paid is within the limits prescribed in Schedule XIII of
the Companies act, 1956.
5. Segment Information
The Company is in the business of providing Information technology
Services to its step down subsidiary. the Company does not make any
distinction amongst the services rendered or the geographical areas to
which services are rendered and accordingly, there is only one business
and geographical segment.
Pursuant to the Accounting Standard Interpretation (ASI) 20 (Revised) Â
Disclosure of Segment Information issued by the ICAI, no segment
disclosure has been made in these financial statements, as the Company
has only one geographical and business segment.
6. Related Parties
A) Parties where control exists
S.
No. Name of the party Relationship
1. Northgate Investments Pte
limited, Singapore Subsidiary company
2. Var Quant tech Securities private
limited, India NSubsidiary company
3. Globe 7 pte limited, Singapore Step down subsidiary
company
4. Social Media India limited, India Step down subsidiary company
5. Globe 7 HK limited, hong Kong Step down subsidiary company
6. Axill Europe limited, united
Kingdom Step down subsidiary company
B) Other Related Parties
S.
No. Name of the party Relationship
1. Stampede holdings private
limited, India Enterprises in which Chairman
and Managing
Director is a Director
2. Brilliant Securities Limited,
India Enterprises signifcantly
infuenced by key
management personnel
3. KBR holdings private limited,India Enterprises owned by key
management
personnel and their relatives
4. PNM Commodities Private Limited Enterprises signifcantly
influenced by key
management personnel
5. Bio Ethanol India Limited Enterprises signifcantly
infuenced by key
management personnel
E) Non Executive Directors and Independent Directors on the board of
the Company
S.
No. Name of the Personnel Relationship
1. P. Parthasarathi Independent Director
2. T. Naresh Kumar Independent Director
3. P. Srinivasu Additional Director
4. K. Sujith Kumar Additional Director
5. Y. ramesh Independent Director
7. Gratuity
In accordance with applicable India laws, the Company provides
gratuity, a defined benefit, covering certain categories of employees.
the gratuity plan provides a lump sum payment to vested employees at
retirement or termination of employment. the amount of payment is based
on the respective employeeÂs last drawn salary and the years of
employment with the company.
The following table summarizes the components of net benefit expense
recognised in the profit and loss account and the funded status of the
amounts recognised in the balance sheet for the gratuity plans.
Discount rate: the discount rate is based on the gross redemption yield
on medium to long term risk free investments.
Salary escalation: the estimates of future salary increases, considered
in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the
employment market.
Attrition rate: the attrition rate is the expected employee turnover
for the future periods, adjusted to the current economic environment.
8. Amounts payable to micro, small and medium enterprises
The management has initiated the process of identifying enterprises
which have provided goods and services to the Company and which qualify
under the definition of micro and small enterprises, as defined under
Micro, Small and Medium enterprises Development act, 2006. Further, the
Ministry of Micro, Small and Medium Enterprises has issued an Office
Memorandum dated 26 August 2008 which recommends that the Micro and
Small enterprises should mention in their correspondence with its
customers the entrepreneurs Memorandum Number as allotted after fling
of the Memorandum. Accordingly, the disclosure in respect of the
amounts payable to such enterprises as at 31 March 2010 has been made
in the financial statements based on information received and available
with the Company. Further in the view of the management, the impact of
interest, if any, that may be payable in accordance with the provisions
of the said act is not expected to be material. the Company has not
received any claim for interest from any supplier under the said act.
9. Quantitative details
the Company is engaged in the business of providing "Information
technology Services". these activities are not capable of being
expressed in any generic form. Consequently, the quantitative details
of sales and the particulars required under paragraph 3, 4C and 4D of
part II of Schedule VI to the Companies act, 1956 have not been
disclosed.
10. Previous year figures
Previous year figures have been regrouped / reclassifed wherever
necessary, to conform to current year classification.
Mar 31, 2009
1. Contingent Liabilities
The Company has issued a corporate guarantee amounting to Rs.
80,000,000 (previous year: Rs. Nil) in favour of Bank of Baroda for the
cash credit facility extended by the bank to Social Media India
Limited.
2. Employee Stock Option Scheme
The Company has instituted the following employee stock option plans
for all eligible employees, in pursuance to the respective special
resolution approved by the shareholders. All the plan options shall be
administered by the compensation committee, which shall determine the
employees eligible for receiving options, the number of options to be
granted, the exercise price, the vesting period and the exercise
period. The vesting period is determined for the options issued on the
date of the grant.
The exercise price of the options granted under the 2004 ESOP Plan, is
defi ned as the average of the weekly high and low of the closing price
of the underlying equity shares, during the six months preceding the
date of grant, on the stock exchange having the highest trading volume
of such shares, or closing price on the same stock exchange on the date
of grant whichever is lower.
The exercise price of the options granted under the other ESOP plans,
is defi ned as the closing market price of the underlying equity share,
preceding the date of grant of options on the stock exchange having the
highest trading volume of such shares.
In the case of termination of employment, all non-vested options would
stand cancelled. Options that have vested but have not been exercised
can be exercised within the time prescribed under each option agreement
approved by the compensation committee, which shall not be beyond the
initial exercise period, failing which they would stand cancelled.
At the Annual General Meeting held on 1 August 2007, the members of the
Company approved for issue of fully paid-up bonus shares in the ratio
of 1:1 i.e. one additional equity share, fully paid-up for each
existing equity share held by the members, by capitalizing a part of
the share premium account. The record date for such issue was 3
September 2007 and the shares were allotted on 5 September 2007. Based
on the guidelines issued by Securities Exchange Board of India, the
effect of this corporate action has been applied to all the outstanding
options as at the date of the approval.
3. Leases
The Company leases offi ce facilities under cancellable and
non-cancellable operating lease agreements. The Company intends to
renew such leases in the normal course of its business. Total rental
expense under cancellable operating leases was Rs. 2,585,509 (previous
year: Rs. 1,668,685) and under non-cancellable portion was Rs.
7,102,241 (previous year: Rs. 4,722,000), which has been disclosed as
rent.
4. Details of Investments Purchased and Sold
On 2 July 2008, the Board of Directors of the Company entered into a
ÂShare Purchase Agreement with certain specifi ed shareholders of
Social Media India Limited (ÂSMILÂ), for the transfer of their
shareholding in SMIL for consideration of Rs. 10,000,000 settled in
cash.
Subsequently on the same date, the Company as part of its restructuring
plan approved by the Board during the Year ended
31 March 2008, transferred all of its shares held in SMIL, including
those acquired during the year, to Globe7 Pte Limited, for a
consideration of Rs. 250,000,000 which was received in cash during the
year. The Company has not recorded any gain/loss on this transaction
since the sale consideration equals the carrying amount of the
investments in SMIL.
5. Segment Information
The Company is in the business of providing Information Technology
Services to its step down subsidiary. The Company does not make any
distinction amongst the services rendered or the geographical areas to
which services are rendered and accordingly, there is only one business
and geographical segment.
Pursuant to the Accounting Standard Interpretation (ASI) 20 (Revised) Â
Disclosure of Segment Information issued by the ICAI, no segment
disclosure has been made in these fi nancial statements, as the Company
has only one geographical and business segment.
6. Decline in the Value of Long Term Investments
The Company during the current year provided for decline in the value
of its investment held in Northgate Investments Pte Limited, Singapore
(ÂNIPLÂ); amounting to Rs. 2,627,736,657. This decline in the value of
investment has been determined owing to the signifi cant decline in the
value of the underlying investments held by NIPL in the following step
down subsidiaries:
Globe 7 HK Limited, Hong Kong Globe 7 Pte Limited, Singapore Globe 7
Inc., USA
Decline in the value of investments in step-down subsidiaries have been
on account of reduced operations resulting from termination of key
partnership contracts and signifi cant delays in the recoverability of
dues from the customers specifi cally in relation to the Hong Kong
operations, which resulted in an other than temporary diminution in the
value of the investments on account of obsolescence of certain fi xed
assets, intangible assets and irrecoverable debts.
7. Closure of Branch Offi ces
On 5 March 2009, the Board of Directors of the Company decided to close
operations conducted by the CompanyÂs branch offi ces at Singapore,
Hong Kong and the United States of America, on account of decreased
operational benefi ts. As part of the closure process the management
decided to absolve its right on certain fi xed assets held at each of
these branches and has abandoned the same. Accordingly, the Company has
recorded the net book value of these fi xed assets as loss on
abandonment of assets amounting to Rs. 24,047,614 for the year ended 31
March 2009.
In addition to the above, the Company abandoned the development of an
intangible asset, named ÂFROG TOOLÂ amounting to Rs. 5,041,550
disclosed as ÂCapital work in progress as at 31 March 2008, on account
of change in technical feasibility for the same. This amount has been
recorded as part of loss on abandonment of assets for the year ended 31
March 2009.
8. Gratuity
In accordance with applicable India laws, the Company provides
gratuity, a defi ned benefi t retirement plan (ÂGratuity PlanÂ)
covering certain categories of employees. The Gratuity Plan provides a
lump sum payment of to vested employees at retirement or termination of
employment. The amount of payment is based on the respective employeeÂs
last drawn salary and the years of employment with the Company.
The following table summarizes the components of net benefi t expense
recognised in the profi t and loss account and the funded status of the
amounts recognised in the balance sheet for the gratuity plans.
Discount rate: The discount rate is based on the gross redemption yield
on medium to long term risk free investments.
Salary escalation: The estimates of future salary increases, considered
in actuarial valuation, take account of infl ation, seniority,
promotion and other relevant factors such as supply and demand factors
in the employment market.
Attrition rate: The attrition rate is the expected employee turnover
for the future periods, adjusted to the current economic environment.
9. Amounts payable to micro, small and medium enterprises
The management has initiated the process of identifying enterprises
which have provided goods and services to the Company and which qualify
under the defi nition of micro and small enterprises, as defi ned under
Micro, Small and Medium Enterprises Development Act, 2006. Accordingly,
the disclosure in respect of the amounts payable to such enterprises as
at 31 March 2009 has been made in the fi nancials statements based on
information received and available with the Company. Further in the
view of the management, the impact of interest, if any, that may be
payable in accordance with the provisions of the Act is not expected to
be material. The Company has not received any claim for interest from
any supplier under the said Act.
10. Quantitative details
The Company is engaged in the business of providing ÂInformation
Technology ServicesÂ. These activities are not capable of being
expressed in any generic form. Consequently, the quantitative details
of sales and the particulars required under paragraph 3, 4C and 4D of
Part II of Schedule VI to the Companies Act, 1956 have not been
disclosed.
11. Subsequent events
On 1 April 2009, M/s. Price Waterhouse auditors of the Company
appointed in the annual general meeting held on 30 September 2008,
vacated the offi ce held by them by resignation resulting in a casual
vacancy. Subsequently the members of the Company at their extraordinary
general meeting held on 11 May 2009, appointed M/s. B S R and Company
as the statutory auditors to fi ll such casual vacancy.
12. Previous year fi gures
Previous year fi gures have been regrouped / reclassifi ed wherever
necessary, to conform to current year classification.
Mar 31, 2008
1. Stock Option Plans
Employee Stock Option Plan 2004 (ÂThe 2004 PlanÂ)
The 2004 Plan was approved by the Board of Directors of the Company on
August 27, 2004 and by the Members on September 28, 2004, for issue of
a maximum of 500,000 options representing 500,000 equity shares.
The members of the company during the year approved for issue of bonus
shares in the ratio of 1:1 i.e. one additional equity share for every
one existing share held on the record date for the financial year
2006-07. The effect of bonus issue has been applied to all the
oustanding options as at the date of members approval.
Vesting Schedule
At the end of first year from the grant date, 30% of the total options
granted shall vest and become vested options.
At the end of second year from the grant date, another 30% of the total
options granted shall vest and become vested options.
At the end of third year from the grant date, the balance 40% of the
total options granted shall vest and become vested options.
Employee Stock Option Plan 2005 (ÂThe 2005 PlanÂ)
The 2005 Plan was approved by the Board of Directors of the Company on
August 26, 2005 and by the Members on September 21, 2005, for the issue
of a maximum of 600,000 options representing 600,000 equity shares.
The members of the company during the year approved for issue of bonus
shares in the ratio of 1:1 i.e. one additional equity share for every
one existing share held on the record date for the financial year
2006-07. The effect of bonus issue has been applied to all the
oustanding options as at the date of members approval.
Vesting schedule
At the end of first year from the grant date, 30% of the total options
granted shall vest and become vested options.
At the end of second year from the grant date, another 30% of the total
options granted shall vest and become vested options.
At the end of third year from the grant date, the balance 40% of the
total options granted shall vest and become vested options.
Employee Stock Option Plan 2006 (ÂThe 2006 PlanÂ)
The 2006 Plan was approved by the Board of Directors of the Company on
September 29, 2006 and by the Members on October 25, 2006, for the
issue of a maximum of 600,000 options representing 600,000 equity
shares. The members of the company during the year approved for issue
of bonus shares in the ratio of 1:1 i.e. one additional equity share
for every one existing share held on the record date for the financial
year 2006-07. The effect of bonus issue has been applied to all the
oustanding options as at the date of members approval.
Vesting schedule
At the end of first year from the grant date, 30% of the total options
granted shall vest and become vested options.
At the end of second year from the grant date, another 30% of the total
options granted shall vest and become vested options.
At the end of third year from the grant date, the balance 40% of the
total options granted shall vest and become vested options.
Restricted Stock Option - Restricted Stock Option Plan 2007 (RSOP 2007
Plan)
The RSOP 2007 Plan was approved by the Board of Directors on July 07,
2007 and by the Members on August 01, 2007, for the issue of a maximum
of 500,000 options representing 500,000 equity shares. Under the Scheme
500,000 equity shares are reserved to be issued to eligible associates
at a price to be determined by the Compensation Committee which shall
not be less than the face value of the share.
As of March 31, 2008 no options were granted under the RSOP 2007 Plan.
2. Bonus Shares
At the Annual General Meeting held on August 01, 2007, the Members
approved for issue of bonus shares in the ratio of 1:1 i.e. one
additional equity share for every one existing share held by the
Members by capitalizing a part of the share premium. The record date
for the bonus issue was September 03, 2007 and the shares were allotted
on September 05, 2007.
3. Share Premium
Share Premium received during the year includes Rs. 154,752 being
Fringe Benefit Tax recovered and paid on exercise of employee stock
options by the employees.
4. In terms of the group reorganisation plan, the following
transactions were effected during the year ended March 31, 2008:
(a) Axill Inc, USA, a wholly owned subsidiary of the company was merged
with Globe7 Inc, USA, another wholly owned subsidiary of the company.
Consequent to this 2,246,880 shares were issued by Globe7 Inc, USA to
the company;
(b) The entire shareholding in wholly owned subsidiaries, Globe7 Inc,
Axill Europe Limited and Globe7 HK Limited held by the company was sold
to another wholly owned subsidiary, Globe7 Pte Limited, based on
valuations carried out by an Independent Valuer for a consideration of
Rs. 1,971,847,079 and the resultant loss of Rs. 72,009,599 was
recognized in the Profit and Loss Account.
(c) The intangible assets i.e. computer software (consisting of
Axill-tracking tool and Globe7-SIP phone) held by the Company were sold
to its wholly owned subsidiary, Globe7 Pte Limited based on valuations
carried out by an Independent Valuer for a consideration of
Rs.42,299,749 and the resultant profit of Rs. 18,797,078 was recognized
in the Profit and Loss Account.
5. Related Party Transactions
The company had transactions with the following related parties:
Subsidiaries: Northgate Investments Pte Limited, Social Media India
Limited, Globe7 Pte Limited (Subsidiary of Northgate Investments Pte
Limited), Globe7 Inc*, Globe7 HK Limited*, Axill Europe Limited*, Axill
Inc (Merged with Globe7 Inc w.e.f. October 02, 2007) and Northgate
Holdings (S) Pte Limited.
* Subsidiaries of Globe7 Pte Limited
Others: Sybanet Communication Inc, Sholay.com Inc and Globe7 Limited,
Gibraltar. (Enterprises owned or significantly influenced by key
management personnel or their relatives)
Key Management Personnel: Mr. Venkat S. Meenavalli (Chairman and
Managing Director) and Mr. K. Bhaskara Reddy (Executive Director)
6. Gratuity
i. Short term
Short term employee benefits are recognized as an expense as per the
companyÂs scheme based on expected obligations.
ii. Post Retirement
Post retirement benefits comprise of provident fund and gratuity which
are accounted as follows:
a. Provident Fund Contribution Plan
Contribution in respect of staff is remitted to provident fund
authorities in accordance with the relevant statute and are charged to
profit and loss account as and when due. The Company has no further
obligations for future provident fund benefits other than its annual
contribution.
b. Gratuity
This is a defined benefit plan. Provision for gratuity is made based on
actuarial valuation using projected unit credit method. Actuarial gain
/ (losses) of Rs.1,375,629 is charged to Profit and Loss Account.
7. Quantitative details
The company is engaged in the business of providing Information
Technology services and Telecommunication services. As the said sale
and services cannot be expressed in any generic unit, it is not
possible to give the quantitative details of sales and the information
required under paragraph 3 and 4C of Part II of Schedule VI of the
Indian Companies Act, 1956.
8. Information pursuant to paragraphs 3, 4, 4A, 4C and 4D of Part II
to Schedule VI of the Companies Act, 1956 to the extent, either nil or
not applicable has not been furnished.
9. Previous yearÂs figures are not strictly comparable on account of
the reorganisation of business carried out during the year.
10. Regroup, recast and re-arrangement
Figures for the corresponding year have been regrouped, recast and
rearranged to conform to those of current year, wherever necessary.
Mar 31, 2007
1. Commitments and Contingent Liabilities
Estimated amount of contracts remaining to be executed on capital
account, net of advances, Rs. Nil (2006 - Rs. 2,099,824).
2. Long Term Investments
During the year the company has sold its investment in the subsidiary
M/s. Northgate Holdings (S) Pte. Ltd for a consideration of USD 700,000
(equivalent Indian Rs. 31,150,000). The resultant profit of Rs.
1,681,011 (net of costs) was recognized in the profit and loss account.
3. Related party disclosures
The company had transactions with the following related parties:
Subsidiaries: Axill Inc, Globe7 Inc, Globe7 HK Limited, Axill Europe
Limited and Northgate Holdings (S) Pte. Limited (ceased to exist as a
subsidiary w.e.f. January 01, 2007).
Others: Sybanet Communication Inc, Sholay.com Inc and Globe7 Limited,
Gibraltar. (Enterprises owned or significantly influenced by key
management personnel or their relatives)
Directors and Key Management Personnel: Venkat S. Meenavalli and K.
Bhaskara Reddy.
4. Operating Leases
Lease arrangements where the risks and rewards incidental to ownership
of an asset substantially vests with the lessor, are recognized as
operating lease. The company has entered into certain cancellable lease
agreement for office premises and the amount paid under such agreement
Rs.3,488,022 (2006 - Rs. 2,829,295) has been recognized in the profit
and loss account.
5. Quantitative details
The company is engaged in the business of providing Information
Technology services and Telecommunication services. As the said sale
and services cannot be expressed in any generic unit, it is not
possible to give the quantitative details of sales and the information
required under paragraph 3 and 4C of Part II of Schedule VI of the
Indian Companies Act, 1956.
6. Information pursuant to paragraphs 3, 4, 4A, 4B, 4Cand 4Dof Part II
to Schedule VI of the Companies Act, 1956 to the extent, either nil or
not applicable has not been furnished.
7. Regroup, recast and re-arrangement
Figures for the corresponding previous year have been regrouped, recast
and rearranged to conform to those of current year, wherever necessary.
Mar 31, 2006
1. Commitments and Contingent Liabilities
(a) Estimated amount of contracts remaining to be executed on capital
account, net of advances, Rs. 2,099,824. (Previous Year Rs. Nil).
(b) Contingent liabilities Rs. Nil. (Previous Year Rs. Nil)
3. Stock Option Plans
The Company currently has two stock option plans, details of which are
as under:
Employee Stock Option Plan 2004 ("The 2004 plan")
"The 2004 plan" was approved by the Board of Directors on August 27,
2004 and by the shareholders on September 28, 2004, and was for issue
of maximum of 500,000 equity shares, of which 408,000 equity shares
were granted till March 31, 2006. "The 2004 plan" continues unless
terminated by the Company.
Vesting Schedule
At the end of first year from the grant date, 30% of the total options
granted shall vest and become vested options.
At the end of second year from the grant date, another 30% of the total
options granted shall vest and become vested options.
At the end of third year from the grant date, the balance 40% of the
total options granted shall vest and become vested options.
Details of number of options granted, exercised and lapsed are as
follows:
Year ended Year ended
March 31, 2006 March 31, 2005
Options Outstanding at
the beginning of the year 408,000 Nil
Add : Granted Nil 408,000
Less: Exercised 109,500 Nil
Lapsed 44,400 Nil
Options Outstanding at the end of the year 254,100 408,000
Weighted average remaining
contractual life (in years) 2.56 3.56
The weighted average exercise price of options outstanding at the
beginning of the year, granted during the year, exercised during the
year, lapsed during the year and outstanding at the end of the year is
Rs. 48.83 per option.
Employee Stock Option Plan 2005 ("The 2005 plan")
"The 2005 plan" was approved by the Board of Directors on August 26,
2005 and by the shareholders on September 21, 2005, and is for the
issue of maximum of 600,000 equity shares, of which 385,000 equity
shares were granted as on March 31, 2006, "The 2005 plan" continues
unless terminated by the Company.
Vesting schedule
At the end of first year from the grant date, 30% of the total options
granted shall vest and become vested options.
At the end of second year from the grant date, another 30% of the total
options granted shall vest and become vested options.
At the end of third year from the grant date, the balance 40% of the
total options granted shall vest and become vested options.
Details of number of options granted, exercised and lapsed are as
follows:
Year ended Year ended
March 31, 2006 March 31, 2005
Options Outstanding at
the beginning of the year Nil Nil
Add : Granted 385,000 Nil
Less: Exercised Nil Nil
Lapsed Nil Nil
Options Outstanding at the end of the year 385,000 Nil
Weighted average remaining
contractual life (in years) 2.65 Nil
The weighted average exercise price of options outstanding at the
beginning of the year, granted during the year, exercised during the
year, lapsed during the year and outstanding at the end of the year is
Rs. 292.65 per option.
Pro forma disclosure
In accordance with Securities Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, had
the compensation cost for Stock Option plans been recognized based on
the fair value at the date of grant in accordance with Black Scholes
model, the pro forma amounts of the Companys net profit and earnings
per share would have been as follows:
(Amount in Rupees)
Year ended Year ended
particulars March 31, 2006 March 31, 2005
1. Profit after Taxation
- As reported 241,418,259 72,044,423
- Pro forma 236,678,517 71,725,104
2. Earnings Per Share Basic
- Number of shares 12,974,596 10,751,333
- EPS as reported 18.61 6.70
- Pro forma EPS 18.24 6.67
3. Earnings Per Share Diluted
- Number of shares 13,258,218 11,583,662
- EPS as reported 18.21 6.22
- Pro forma EPS 17.85 6.19
The following assumptions were used for calculation of fair value of
grants:
Year ended Year ended
March 31, 2006 March 31, 2005
Weighted average fair value 37.51 27.16
Dividend yield (%) 0.00 0.33
Expected volatility (%) 59.27 60.09
Risk-free interest (%) 6.19 7
Expected term (in years) 3.05 2.56
Pro forma disclosure in respect of the 2005 plan is not applicable,
since the options were granted at market price prevailing on the date
of said grant.
4. Current Investments
Non-trade, unquoted current investments as on March 31, 2006
(Amount in Rupees)
Particulars Number of Units Value
DSPML MF-Savings Plus
Moderate Monthly Dividend 462,115 5,071,971
DSPML MF-Floating Rate Regular Dividend 248,476 2,519,452
DSPML MF-Fixed Term Plan Series 1C Growth 2,500 2,500,000
HDFC-Floating Rate-Income Fund-Short Term plan 491,823 4,969,223
Reliance Equity Fund 1,200,000 12,000,000
Total - 27,060,646
Details of investments purchased and sold during the year ended March
31, 2006:
(Amount in Rupees)
Name of the fund Face Value Units Cost
DSPML Savings Plus
Moderate Monthly Dividend 10/- 928,012 10,157,812
DSPML Floating rate Regular Dividend 10/- 1,244,400 12,614,203
DSPML Opportunities Fund 10/- 108,957 2,946,588
DSPML T.l.G.E.R Fund 10/- 150,822 3,038,793
ICICI Prudential Mutual Fund 10/- 933,732 10,035,387
HDFC Monthly Income Plan 10/- 476,276 5,026,483
HDFC Prudent Fund-Dividend Plan 10/- 172,021 5,035,398
Reliance Short term Fund Dividend 10/- 1,460,266 15,000,000
Reliance-RMIP (Monthly Dividend Plan) 10/- 2,115,566 23,186,721
Reliance Growth Fund-Dividend Plan 10/- 95,184 5,000,000
Reliance Floating rate Monthly Dividend 10/- 1,717,321 17,351,014
Disclosure of the above information for the previous year ended March
31, 2005 is not applicable, since the company had not invested in any
current investments.
5. Earnings per share (EPS)
Calculation of Basic and Diluted Earnings per Share:
(Amount in Rupees)
Year ended Year ended
Particulars March 31, 2006 March 31, 2005
Number of shares, outstanding
during the year considered for basic EPS 12,974,596 10,751,333
Add:- effect of dilutive
issue of stock options 283,622 832,329
Number of shares, outstanding during
the year considered for diluted EPS 13,258,218 11,583,662
Net Profit after tax 241,418,259 72,044,423
Earnings per share
- Basic 18.61 6.70
- Diluted 18.21 6.22
7. Related party disclosures
(Amount in Rupees)
Year ended Year ended
particulars March 31, 2006 March 31, 2005
(a) Subsidiary Companies
Axill Inc
- Sales 268,994,874 46,024,679
- Year end balance Receivable 75,341,958 46,059,024
Globe 7 Inc
- Sales 105,996,703 36,007,976
- Loans given 51,651,377 Nil
- Year end balance Receivable 75,034,351 36,001,549
Northgate Holdings (S) Pte Limited
- Purchases Nil 33,640,848
- Sales 26,493,907 35,993,147
- Purchase of fixed assets Nil 17,897,877
- Expenses paid for services 26,692,066 Nil
- Year end balance Receivable 3,783,559 Nil
Axill Europe Limited
- Advance taken (net) 4,201,276 Nil
- Expenses paid for services 8,620,214 Nil
- Year end balance (Payable) (12,821,490) Nil
Globe 7 HK Limited
- Expenses paid for services 239,750 Nil
- Year end balance (Payable) (240,797) Nil
(b) Key Managerial Personnel *
Managerial Remuneration
Venkat S. Meenavalli-
Chairman and Managing Director 1,654,910 1,515,433
K. Bhaskara Reddy-Executive Director 920,000 920,000
Yogesh Patel-Director Nil 1,009,493
(c) Enterprises owned or significantly influenced by
key management personnel or their relatives.
Sybanet Communications Inc
-Purchases 191,741,504 Nil
-Sales 115,986,416 Nil
- Year end balance Receivable 19,323,475 Nil
Sholay.com Inc
- Sales 9,037,527 Nil
- Loans given 106,100,109 Nil
- Year end balance Receivable 115,179,633 Nil
*Managerial remuneration as above does not include leave encashment and
gratuity benefit, since the same are computed actuarially for all the
employees and the amount attributable to the managerial persons cannot
be ascertained separately.
8. Earnings in foreign exchange (on FOB basis)
(Amount in Rupees)
Particulars Year ended Year ended
particulars March 31, 2006 March 31, 2005
Revenue from sales and services 819,180,763 517,876,712
9. Expenditure in foreign currency
(Amount in Rupees)
Particulars Year ended Year ended
particulars March 31, 2006 March 31, 2005
Travelling expenses 649,706 1,029,742
Other expenses 896,823 Nil
Expenses incurred at overseas branches
- Purchase of telecommunication
minutes/direct inward dial numbers 450,581,871 380,328,360
- Others 25,954,936 16,084,560
10. Sundry debtors
Debtors include the following dues from Companies under the same
management.
(Amount in Rupees)
As at AS at
Particulars March 31, 2006 March 31, 2005
Globe7 Inc 23,382,974 36,001,549
Axill Inc 75,341,958 46,059,024
Northgate Holdings (S) Pte Limited 3,783,559 Nil
102,508,491 82,060,573
13. Managerial remuneration (included under various heads)
(Amount in Rupees)
Year ended Year ended
Particulars March 31, 2006 March 31, 2005
Whole-time Directors
Salary 2,020,000 3,029,493
Perquisites and incentives 554,910 415,433
2,574,910 3,444,926
14. Operating Leases
Lease arrangements where the risks and rewards incident to ownership of
an asset substantially vests with the lessor, are recognized as
operating lease. The Company has entered into certain cancelable lease
agreement for office premises and the amount paid under such agreement
Rs. 2,829,295 (Previous Year Rs. 3,394,191) has been recognized in the
profit and loss account.
15. Quantitative details
The Company is engaged in the business of providing Information
Technology services and Telecommunication services. As the said sale
and services cannot be expressed in any generic unit, it is not
possible to give the quantitative details of sales and the information
required under paragraph 3 and 4C of Part II of Schedule VI of the
Companies Act, 1956.
16. Information pursuant to paragraphs 3, 4, 4A, 4B, 4C and 4D of Part
II to Schedule VI of the Companies Act, 1956 to the extent, either nil
or not applicable has not been furnished.
17. Regroup, recast and re-arrangement
Figures for the corresponding previous year have been regrouped, recast
and rearranged to conform to those of current year, wherever necessary.
Mar 31, 2005
DESCRIPTION OF BUSINESS: Apart from software development and web
designing, the Company is providing high end back office services to
its subsidiaries which are in the field of online advertising that
provides clients with flexible, multi-model advertising vehicles for
reaching their customers. Subsidiaries offer effective direct and
online marketing/advertising solutions by prominently positioning
clients' brands within the search results. The Company offers back
office services to Singapore subsidiary which is a key player in the
global telecom and VOIP market with an established presence in the area
of wholesale, prepaid, postpaid, refilling and hubbing of large
volumes. Telecom back office services, both wholesale and private
labeling contributing a major portion of the company's revenue.
1. COMMITMENTS AND CONTINGENT LIABILITIES
I. There were no contingent liabilities as at 31st March 2005 (Previous
year unexpired bank guarantees amounted to USD 500,000 given on behalf
of Northgate Holdings (S) Pte Ltd, Singapore)
II. Estimated amount of contracts remaining to be executed on capital
account to the extent not provided for (net of advances) Rs. Nil
(previous year Rs.Nil).
2. INVESTMENTS
During the year investment made in the subsidiaries are as follows:
Axill Inc (Wholly owned USD 10000 Rs 4,51,200
subsidiary in USA)
Globe7 Inc (Wholly owned USD 480,000 Rs 2,10,52,250
subsidiary in USA)
Northgate Holdings SGD 749,426 Rs 2,04,50,014
(S) Pte Limited
During the year the company has written off the investment in Twin
Cities InfoTech Limited amounted to Rs 10,00,000 (Rupees ten lakhs) as
the same had not been quoted in regional Stock Exchange.
3. SUNDRY DEBTORS
Sundry Debtors include the following dues from subsidiary companies:
4. PROVISION FOR DOUBTFUL DEBTS
Periodically, the company evaluates all customer dues to the company
for collectively. The need for provisions is assessed based on various
factors including collect ability of specific dues, risk perceptions of
the industry in which the customer operates, general economic factors,
which could affect the customer's ability to settle. The company
normally provides for debtor dues outstanding for 180 days or longer as
at the Balance Sheet date.
5. SOFTWARE DEVELOPMENT IN PROGRESS
During the year the company is developing in house SIP software and
other web related work which is under Capital work in progress
amounting to Rs.3,02,49,775 (previous year Nil). It consists as
follows:
Particulars Amount In Rs.
a. SIP Software : 17897877
b. Salaries capitalized : 1337045
c. Web Development : 11014853
TOTAL 30249775
6. CURRENT LIABILITIES
There are no parties which can be classified as small scale industrial
undertakings to whom the Company owes any sum which is outstanding for
more than thirty days.
7. SEGMENT REPORTING
Accounting Standard - 17 `Segment Reporting' issued by the Institute of
Chartered Accountants of India prescribes that where a financial report
contains both consolidated financial statements and the separate
financial statements of the parent, segment information need be
presented only on the basis of the consolidated financial statements.
Accordingly, segment information has been provided only in the
consolidated financial statements.
8. DEFERRED INCOME TAX
Most of Northgate's operations are conducted through Software
Technology Parks (STPs). Income from STPs are tax exempt for the
earlier of 10 years commencing from the fiscal year in which the unit
commences software development or March 31, 2009.
The tax holiday under Section 10A of the Income tax Act, 1961, is
available to the Company. In view of this, the deferred tax
asset/liability in respect of timing differences that originate and
reverse during the tax holiday period is ignored.
9. RE-ISSUE OF FORFEITED SHARES
During the year the company has re-issued 1400000 Equity shares of
Rs.10/- each at a premium of Rs.30/- each out of the forfeited shares.
The Company has obtained listing and trading approvals from all the
Stock Exchanges.
10. Employee Stock Option Scheme 2004:
During the year the company has framed the Employee Stock Option Scheme
2004 in accordance with the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines 1999 and obtained the
approval of shareholders in their meeting held on 28th September 2004.
As per the approvals the Stock Options have been granted to the
employees on 20th October, 2004 and the first exercise would take place
one year from the date of grant i.e. 19th October, 2005. In the event
of any further, rights or bonus issue of equity shares prior to
conversion, the entitlement of share shall be suitably revised.
11. IMPAIRMENT OF ASSETS:
The ICAI introduced Accounting Standard 28 to recognize the impairment
in the assets of the company. This Accounting Standard becomes
effective only accounting periods commencing on or after 01.04.2004.
The ICAI also recommends earlier implementation of standard. In a view
of obsolesces and frequent technical up gradation of Technology of
computers, the company has considered the early implementation of the
standard even of this accounting period.
12. In the opinion of the Board current assets, loans and advances,
investment are realizable at a value, which is at least equal to the
amount, at which these are stated, in the ordinary course of business.
Independent confirmation of balances of sundry debtors, sundry
creditors, loans and advances, investments and other parties are in
progress on the date of this report.
13. The Company is engaged in the development of computer software and
back office operations. The production and sale of such software cannot
be expressed in any generic unit. Hence, it is not possible to give
the quantitative details of sales and the information as required under
paragraph 3, 4C and 4D of part II of Schedule VI of the companies Act,
1956.
14. Figures for the corresponding year have been regrouped, recast and
rearranged to conform to those of the current year wherever necessary.
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