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Notes to Accounts of RS Software (India) Ltd.

Mar 31, 2015

1 CORPORATE INFORMATION

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintenance of software for its clients based in different geographies. The company operates in US, UK and India.

2 SHARE CAPITAL

The company has only one class of Shares referred to as equity share having a par value of Rs.10/- at the begining of theyear. Each holder of equity share is entitled to one vote per share. ''The Company has sub-divided the face value of equity shares from INR 10 to INR 5 per share during FY 14-15. the transaction completed on 23rd Jan ''2015.

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The company has allotted 241 1623 equity shares in FY 10-11 , 10640 equity share in FY 11-12 , 16226 equity share in FY 12-13 and 8372 equity share in FY 13-14 as bonus share.

a Employee Stock option Plan

The Company has granted 105,100 options of shares of face value INR 10 each to the employees during the year 2010-11 at the fair value of and the exercise price of the option is H49.55 each. As on date only 40075 option has been exercised and 44,450 options has been lapsed due to leaving of employees. As on date 20,575 shares options is lapsed due to expiry of exersice period.

The Company has granted 75000 options of shares of face value INR 10 each to the directors and employees to be convertible into one equity share each, on 12th July'' 2012 at the exercise price of Rs.84.75 each. The same could be exercised after one year from the date of allotment of options. The Directors and Employees have exercise their options and the Directors have been allotted 45,000 Shares and Employee have been allotted (1st and 2nd instalment out of four) 15,000 shares. As on date 15000 Options of INR 10 each (30000 options after subdivision of shares of face value INR 5 each)) are outstanding to be exercised.

The Company had granted 10000 options of share of face value INR 10 each to one employee to be convertible into one equity share each, on 8th January'' 2013 at the exercise price of Rs.191.7 each. The same was be due to be exercised after one year from the date of approval in four equal instalments. This same has lapsed due to leaving of employee and no option is outstanding as on date.

b Application Money Received Against Convertible Share Warrants on Preferential Basis

The Company has issued 1,550,000 convertible warrants on preferential basis to Mr. Rajnit Rai Jain at a price of Rs.51.86 each to be converted into one equity share each of Rs.10 each in January ''2012 which was allotted on 26th March''2012. All 15,50,000 warrants has been converted into equity share capital.

3 a. TRADE RECEIVABLES

b. UNBILLED REVENUE:

Unbilled revenue included in Trade receivable valued as on MARCH 31, 2015 amounts to Rs.3691.90 lac (March 31 ''2014 Rs.2921.92 Lac) primarily comprises of revenue recognised in relation to a percentage of work completed during the period which would be invoiced on achieving the particular milestone i.e based on the work order or contractual terms and also include the Invoices which due to be sent to customer as on MARCH 31, 2015 Rs.10.07 Lac (March 31'' 2014 Rs.1244.78 Lac)10.07

4 CONTINGENT LIABILITIES

(Rs. in Lac)

March 31, 2015 March 31, 2014

(To the extent not provided for in the books)

Guarantee Outstanding 5.20 23.35

Invoice Funding with Silicon Valley Bank 1,122.45 496.33

5 COMMITMENTS

a. Other Commitment

Company has a lease agreement for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties. For detail please ref note no. 31 below.

Company has spent H73.81 lac (March ''14 Rs.73.81 Lac) towards ERP implementation as on MARCH 31, 2015 which is still under development stage by in house team.

6 There is no Impairment of assets during the year ended MARCH 31, 2015.

7 The company has changed its policy in relation to service tax. In respect of service tax which are non cenvatable or non refundable the same amount is being charged to respective expense account.

8 ''The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of Rs.217.55 Lac (Previous Year 31.03.2014 Rs.217.55 Lac) has been charged under Rent - Apartment & Ground in the profit & Loss Account during the year ended MARCH 31, 2015.

9 There is no declaration received from vendor for small, medium & Micro registration.

10 Additional Information pursuant to provisions of the Para 5 (vii) (b) of Part II Schedule III for the Companies Act, 2013:-

a. The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

b. Remitance in Foreign Currency

The Company has remitted Rs. Nil (MARCH 31, 2014 : Rs. Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the years 2010-11 to 2013-14 are as under :-

11 Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary

12 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

13 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

14 Financial figures have been rounded off to nearest Rs.Lac.


Mar 31, 2014

1 CORPORATE INFORMATION

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintainance of software for its clients based in different geographies. The company operates in US, UK and India.

2 SECURED LOANS

Company has loan limit of H950 Lac (inc. H150 lac of non fund base) with Axis Bank ; (Secured by first charge on all the current assets, assets, ranking pari passu with other bankers, and first charge on the Corporate Office premises of the Company). The liability against the same is NIL as on MARCH 31, 2014.

3 CONTINGENT LIABILITIES

(Rs. in Lac)

March 31, 2014 March 31, 2013

(To the extent not provided for in the books)

Guarantee Outstanding 23.35 9.50

Invoice Funding with Silicon 496.33 41.33 Valley Bank

4 COMMITMENTS

a Other Commitment

Company has a lease agreement for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties.

Company has spent Rs. 73.81 lac (March ''13 H33.45 Lac) towards ERP implementation as on MARCH 31, 2014 which is still under development stage by in house team and expected to be completed by FY 2014-15.

5 There is no Impairment of assets during the YEAR ENDED MARCH 31, 2014.

6 The company has changed its policy in relation to service tax. In respect of service tax which are non cenvatable or non refundable the same amount is being charged to respective expense account.

7 The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of H217.55 Lac (Previous Year 31.03.2013 H213.21 Lac) has been charged to the profit & Loss Account during the year ended March 31, 2014.

8 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of Statement of Profits and Loss as per revised Schedule VI of the Companies Act 1956.

9 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

10 Financial figures have been rounded off to nearest Rs. Lac.


Mar 31, 2013

1 Corporate Information

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintainance of software for its clients based in diff erent geographies. The company operates in US, UK and India.

a Employee Stock option Plan

The Company has granted 275,200 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs. 15.95 each. As on date ''March 31, 2013 only 122,175 option has been opted. The scheme is closed on 31st March 2013 and hence no more valid.

The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value of and the exercise price of the option is Rs. 27.95 each. As on date March 31 2012 only 120,275 option has been exercised and 107,750 options has lapsed due to leaving of employees. As on date 70,475 shares options are outstanding on which 19,733 Bonus Shares are outstanding.

The Company has granted 105,100 shares to the employees during the year 2010-11 at the fair value of and the exercise price of the option is Rs. 49.55 each. As on date March 31 2013 only 3725 option has been exercised and 34,300 options has been lapsed due to leaving of employees. As on date 67,075 shares options are outstanding to be exercised.

The Company has granted 75000 options to the directors and employees to be convertiable into one equity share each, on 12th July'' 2012 at the exercise price of Rs. 84.75 each. The same will be exersices after one year from the date of allotmnet of options.

The Company has granted 10000 options to one employees to be convertiable into one equity share each, on 8th January'' 2013 at the exercise price of Rs. 191.7 each. The same will be due to be exersiced after one year in four equal instalments.

b Application Money Received Against Convertible Share Warrant on Preferential Basis

The Company has issued 1,550,000 convertible warrants on preferential basis to Mr. Rajnit Rai Jain at a price of Rs. 51.86 each to be converted into one equity share each of Rs. 10 each in January ''2012 . As on date 955,000 warrants has been converted into equity shares and Balance 595,000 no. of share warrant will be due within 18 months from the date of allotment of warrants.

2 SECURED LOAN

Company has enhanced and switched its loan limit of Rs. 800 Lac from ICICI Bank to Rs. 950 Lac in Axis Bank ; (Secured by fi rst charge on all the current assets, assets, ranking pari passu with other bankers, and fi rst charge on the Corporate Offi ce premises of the Company). The liability against the same as on March 31 2013 is NIL .

3 CONTINGENT LIABILITIES

(Rs. in Lacs)

March 31, 2013 March 31,2012

(To the extent not provided for in the books)

Guarantee Outstanding 9.50 9.50

Invoice funding facility with Silicon Valley Bank 441.33 1,523.90

20 COMMITMENTS

a Capital Commitment

The Company has entered into and 3 years agreement with Duckback for "Microsoft Enterprise Agreement True Ups". The agreement will expire in May''2015

b Other Commitment

Company has a lease agreement with Saltee Infotex India Pvt. Ltd. for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties.

Company has spent Rs.33.45 lac towards ERP implementation as on March 31, 2013 which is still under development stage by in house team and expected to be completed by FY 2014

Company has spent Rs.7.88 lac towards Web designing as on March 31, 2013 which is still under development stage by in house team and expected to be upgraded by July''13.

The company has issued purchase order to KPMG ADVISORY SERVICES PVT.LTD for Oracle Payroll , Hyperian Planning - Production and Oracle Human Resource implementation for Rs.96.96 Lac.

4 There is no Impairment of assets during the period ended March 31st 2013.

5 As per the requirement of revised schdule VI, the company has changed its policy from current fi nancial year by not including value added tax of UK in the income from software development due to which there is no eff ects on the profi t of the company. Rate and taxes for the year ended 31.3.2013 include the Value added Tax of Rs. NIL , (as on 31.3.2012 - Rs. 331.26 Lac )

6 The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of Rs. 213.21 Lac (Previous Year 31.03.12 Rs. 189.17 Lac) has been charged to the profi t & Loss Account during the period ended March 31st '' 2013.

7 There is no declaration received from vendor for small, medium & Micro registration.

8 a) Additional Information pursuant to provisions of the Para 3 and 4 of Part II Schedule VI for the Companies Act, 1956:- The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

b) Dividend Remittance in Foreign Currency

The Company has remitted Rs. Nil (March 31, 2011 : Rs. Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the year 2011-12 and 2012-13 are as under :-

9 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of statement of profi ts and loss as per revised schedule VI of the Companies Act 1956.

10 The previous year fi gures have been regrouped, reclassifi ed and restated, wherever necessary, to correspond with the current year''s classifi cation.

11 Financial figures have been rounded off to nearest.


Mar 31, 2012

During the year ended March 31, 2012, the company has declared the interim dividend of Rs1 per share and proposes to pay final dividend to equity shareholder at Rs2 per share (Previous year Final dividend paid Rs2 per share). The total dividend appropriation amounted to Rs110.77 lacs and Rs229.34 lacs for interim and final dividend respectively (previous yearRs220.56 lacs). The corporate dividend tax on interim and proposed final dividend during the year is Rs55.17 lacs (previous year Rs36.63 lacs).

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The aggregate number of bonus share issued in the last five years immediately preceding the balance sheet date are 2,422,263 equity shares.

Employee Stock Option Plan

The Company has granted 186,700 shares to the employees during the year 2007-08 at the fair value of and the exercise price of the option is Rs29.90 each. As on date March 31, 2012 only 25,575 option has been exercised and 1,61,125 options has been lapsed and hence no more valid.

The Company has granted 275,200 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs1 5.95 each. As on date March 31, 2012 only 98,975 option has been exercised and 1,21,025 options have lapsed due to leaving of employees. As on date 55,200 shares options are outstanding on which 15,456 Bonus Shares are outstanding.

The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value of and the exercise price of the option is Rs27.95 each. As on date March 31, 2012 only 85,175 option has been exercised and 92,625 options has been lapsed due to leaving of employees. As on date 1,20,700 shares options are outstanding on which 33,796 Bonus Shares are outstanding.

The Company has granted 105,100 shares to the employees during the year 2010-11 at the fair value of and the exercise price of the option is Rs49.55 each. As on date March 31, 2012 only 425 option has been exercised and 19,900 options has been lapsed due to leaving of employees. As on date 82,275 shares options are outstanding to be exericed.

Allotment of Convertible Warrants on Preferential basis

The Company has issued for 1 5,50,000 Convertible warrants on preferential basis to Mr. Jain at Rs51.86 each to be converted in one equity share of Rs10 each by the Company for Mr. Jain. During the year 3,90,000 warrants have converted into equity shares. 25% of the total consideration has been received as share application money against warrants issued. The balance 11,60,000 no. of Convertible warrants will be due within 18 months from the date of allotment of warrants.

1. Secured Loan

Company has enhanced and switched its loan limit of Rs800 lacs on from ICICI Bank to Rs950 lacs in Axis Bank ; (Secured by first charge on all the current assets, ranking pari passu with other bankers, and first charge on the Registered Office premises of the Company). The liability against the same as on 31.3.2012 is NIL.

1 Land includes Leasehold land amounting to Rs4.59 lacs. The lease expires in year 2086.

2 Asset taken on Lease from Orix Auto Infrastructure Services Limited for Rs326 lacs of which Rs78.18 lacs is paid as Security Deposit. The lease period was for 48 months and lease rental payable monthly. This lease has expired in June '11 and negotiation are on purchase of these assets.

3 Building in Sector V comprising of 59600 sq ft has taken on lease for a period of 3 years which was extended for further period of 3 year till April 2012. Company has spent an Amount of Rs89.83 lacs and Rs49.99 lacs which were amortized over the respective period of lease.

4 Plant and machinery taken on finance lease from CISCO in 2007, which expired on 31.3.2011. Since then the assets have been transferred to Plant and Machinery from Leased Assets and reflected as other adjustment for Rs101.92 lacs.

b Other Commitment

Company has a lease agreement with Saltee Infotech India Pvt. Ltd. for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April 2012 which is renewable with the consent of both the parties.

Company has spent Rs22.83 lacs towards ERP implementation in 31.3.2011, which is still under development stage and expected to be completed by FY 2013

Company has spent Rs2.24 lacs towards Web DESIGNING in 31.3.2011, which is still under development stage and expected to be upgraded by July 2012.

There is a security deposit with Orix for assets taken on Rent from them which has expired in June 2011. Company is in the process of negotiating for the purchase of such assets pending which amounts are shown under security deposit and advances.

2. There is no declaration received from vendor for being Small, Medium & Micro registration.

Note : Assets used in the Company's business are not capable of being specifically identified with any of the segments, and it is not practicable to provide segmented disclosures in relation to total assets and liabilities with any reasonable degree of accuracy. Unallocated expenses have not been disclosed in any segment.

3. The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantitive details of sales and certain information as required under paragraph 5 (viii) '(c) of general instructions for preparation of statement of profit and loss as per revised Schedule VI of the Companies Act 1956.

4. The revised Schedule has become effective from 01.04.2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in financial statement. The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year's classification and revised Schedule VI.

5. Financial figures have been rounded off to nearest Rs lacs.


Mar 31, 2011

1. Contingent Liabilities:

a) Guarantees outstanding as at 31.03.2011 is Rs.5,256,500 (Previous Financial year 31.03.10 Rs.1,155,500)

b) Liabilities in respect of bills discounted with Silicon Valley Bank by the Company as on 31.03.2011 is amounting to Rs.22,479,327 (Previous Financial year 31.03.10 Rs.69,941,756).

2. a) Debit in Interest and Finance Charges Account includes Interest to Banks Rs.231,291 (Previous Year 31.03.2010 Rs.7,606,153) and Financial Charges to Bank Rs.6,351,630 (Previous Financial Year 31.03.2010 Rs.14,215,747) and other charges paid to bank Rs.812,388 (Previous Financial Year 31.03.2010 Rs.899,818) incurred during the year ended 31.03.2011. It also includes interest on Debenture amounting to Rs.1,094,284 paid during the year ended 31.03.2011 (previous year 31.03.2010 Rs.2,912,159).

b) Other income for the year ended 31.03.2011 includes Interest Received from Bank amounting to Rs.630,653 (including TDS Rs.62,210 ),{Previous Year 31.03.2010 Rs.1,163,937 (including TDS Rs.70,252)} and Conversion fees amounting to Rs.NIL. (Previous year 31.03.2010 Rs.479,824).

3. a) The income tax deducted at source on domestic income during the year ended 31.03.2011 is Rs.3,495,086 (Previous Financial Year 31.03.2010 Rs.1,886,750).

b) The Company has created a Corporate Social Responsibility Fund by appropriating a sum of Rs.7,500,000, towards meeting its social obligation. Such fund is created for spending in social sector directly or indirectly by contributing in social activities and build up of social infrastructure which will benefit different classes of the society

c) There is no Impairment of assets during the year ended 31.03.2011.

5. Rates and Taxes is inclusive of value added tax for the year ended 31.03.2011 amounting to Rs.20,480,204 (Previous Financial year 31.03.10 Rs.14,812,381).

4. b) The Company has created a Corporate Social Responsibility Fund by appropriating a sum of Rs.7,500,000, towards meeting its social obligation. Such fund is created for spending in social sector directly or indirectly by contributing in social activities and build up of social infrastructure which will benefit different classes of the society

5. b) The Company has also entered into an operating lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April 12. The amount of Rs.14,187,780 (Previous Year 31.03.2010 - Rs.18,711,420) has been charged to the Profit & Loss Account during the year ended 31.03.2011.

6. DEFINED BENEFIT PLAN

As per Actuarial Valuation as on 31.03.2011, the Company has recognized the appreciation in value of liability into the books in addition to One fifth of the transactional difference arisen on 31.03.2008, of the same Rs.1,440,780 and Rs.770,828 for Gratuity and Leave encashment respectively. The Balance of Rs.1,440,780 and Rs.770,828 are being carried forward to be charged off in the following year.

7. Related Party Disclosures:

b) Key Management Personnel:

Mr. Rajnit Rai Jain - Chairman and Managing Director

Mr. Shital Kr. Jain - Director

Mrs Sarita Jain - Director

Mr. R Ramaraj - Director

Mr. Richard Launder - Director

Mr. Vijendra Surana - CFO & Company Secretary

8. a) 12.5% Cumulative Redeemable Preference Shares (CRPS) amounting to Rs.500 Lac issued to IDBI were due to be redeemed on May 30, 2004 but have not been redeemed. Company has paid a total amount of Rs.500 Lac till 31st March 09 against CRPS. In the year 2009-10 company had redeemed the preference shares for Rs.245 Lac after transferring Rs 110 Lac during 2009-10 and the balance of Rs.255 Lac has been redeemed after transferring Rs 255 lacs to Preference Share Redemption Reserve.

b) 12.5% NCD for Rs.289Lacs had been issued in Nov 07. Debentures were repayable in 2 equal installments payable in November 2009 & 2010 respectively, Installments have been paid on due date.

9. a) The Company has granted 275,200 shares to the employees during the year 2007-08 at the fair value and the exercise price of the option is Rs.15.95 each. As on date 31.03.2011 only 80,800 option has been exercised.

b) The Company has granted 186,700 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs.29.90 each. As on date 31.03.2011 only 22025 option has been exercised.

c) The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value and the exercise price of the option is Rs.27.95 each. As on date 31.03.2011 only 68,900 option has been exercised.

d) The company has granted 30,233 shares as bonus shares in the ratio of 28 shares against 100 shares each held on the above ESOSs granted.

10. The company has received 10% of the application money in the year 2008-09 for 10,00,000 equity warrants @ Rs.19.50 each from CMD as preferential allotment out of which 400,000 shares (previous year 600,000 shares) were allotted to the him @ face value Rs.10 per share and Rs.9.50 as premium. The money has been received and used for business of the company

11. There is no declaration received from vendor for being Small, Medium & Micro Registration.

12. The previous year figures have been recast / restated, wherever necessary, to the current years classification.

13. Financial figures have been rounded off to nearest rupee.


Mar 31, 2010

1. Contingent Liabilities:

a) Guarantees outstandingasat31.3.10isRs1,155,500 (Previous Financial year 31.03.09 Rs. 1,524,900)

b) Liabilities in respect of bills discounted with Sillicon Valley Bank by the Company as on 31.3.10 is amounting to Rs.69,941,756 (Previous Financial year 31.03.09 Rs.191,277,731)

2. a) Debit in Interest and Finance Charges Account includes Interest to Banks Rs.7,606,153 and Financial Charges to bank Rs. 14,215,747 and other charges paid to bank Rs.899,818 incurred during the year ended 31.3.10 (Previous Financial Year 31.03.09 Rs. 32,360,931). It also includes interest on Debenture amounting to Rs. 2,912,159 (previous year Rs. 3,615,856).

b) Other income for the year ended 31.3.10 includes FD earlier written off now recovered on reconciliation amount to Rs.3,520,046 (including TDS Rs. 190,680) ,Interest Received from Bank amounting to Rs.1163937 (including TDS Rs.70,252) (Previous Year Rs. 246,140 (including TDS Rs. 35,610)), Interest income received from Income Tax Rs. 1,383,989 interest received from subsidiary Rs 421,983 (Previous Year Rs. 13,884) and Conversion fees amounting to Rs. 479,824(Previous year Rs. NIL).

3. a. The income tax deducted at source on domestic income during the year is Rs.1,886,750 (Previous Financial Year Rs. 3,033,838).

3. b. The Company has provided an amount of Rs.2,329,910 as deferred tax Liability as on 31.3.10 (Previous Financial Year Rs. 10,029,998).The detail for the same is given as below:-

3 c. There isno Impairment of assets during the year.

4. a. Legal /Professional Fees and Taxes is inclusive of value added tax for the year ended 31.3.10 amounting to Rs. 14,812,381 (Previous Financial year 31.03.09 Rs. 36,133,666). It also includes the amount of Rs. 358,994 (Previous Financial Year 31.3.09 Rs. 10,290,260) paid during the year ended 31.3.10 as legal charges for a case filed in USA by Identity Check for infringement of copy right. The company has entered into out of court settlement during the year and has incurred a cost of Rs. 1,649,200. Henceforth the case is resolved.

5. Prior period expenses incurred till date 31.03.10 Rs. 826,875- (Previous Financial Year 31.03.09 Rs. 1,541,425/-) which is on account of re-imbursement to the employees.

6. i.) General description of Lease Agreement

a) Lease rental are charged on the basis of agreed terms.

b) Assets are taken on lease for a period of 3years

7. DEFINED BENEFIT PLAN

As per Actuarial Valuation as on 31.03.2010, the company has recognized the appreciation in the value of the liability into the books in addition to the One fifth of the Transitional difference arises as on 31.03.08 of the same has been charged to P/L A/c amounting to Rs. 1,440,780 & 770,828 for Leave Encashment & Gratuity respectively. And the balance of Rs 2,881,559,& 1,542,200 are being carried forward to be charged off in balance two installments in respect of Leave Encashment &Gratuity respectively.

8 Related Party Disclosures:

a) Enterprises where control exists:

Wholly Owned Subsidiaries: Percentage of holding Country of Incorporation

Responsive Solutions Inc 100% United States of America

RS Software (Asia)Pte.Ltd. 100% Singapore

b) Key Management Personnel:

Mr. Rajnit Rai Jain - Vice Chairman and Managing Director

Mr. Shital Kr. Jain - Director

Mrs. Sarita Jain - Director

Mr.R Ramaraj - Director

Mr Richard Launder - Additional Director

Mr. Vijendra Surana - CFO and Company Secretary

d) The company has charged interest on advance given to subsidiary after 1st January2009. The interest is treated as further advance given.

e) Company has formed one 100 % subsidiary at Singapore with the name RS Software (Asia) Pte Ltd. with the capital of 25000 Singapore Dollar @ SGD 1 (Rs 32.08) per share on 9th April 09. Shares have been issued for which payment is due and will be paid subsequently.

9.a) 12.5% Cumulative Redeemable Preference Shares (CRPS) amounting to Rs. 500 Lac issued to IDBI were due to be redeemed on May 30, 2004 but have not been redeemed. Company has paid a total amount of Rs. 592.57 Lac till 31st March 09 against CRPS. The Company had made a provision of Rs. 92.57 lac in the June quarter against deposits with IDBI, Which has been finally written off. During the year company has redeemed the preference shares for Rs. 245 Lac after transferring Rs 110 Lac during the year to Preference Share Redemption Reserve. Due to accumulated past losses incurred by the Company only Rs 110 Lac has been transferred to Preference share redemption reserve during the year ended 31.3.10

b) 12.5% NCD for 289 Lac had been issued in Nov 07. Debentures were repayable in 2 equal installments payable in November 2009 &2010 respectively out of which 1st Installment which was due on Nov09 has been paid on due date.

10.a. The Company has granted 275,200 shares to the employees during the year 2007-08 at the fair value and the exercise price of the option is Rs. 15.95 each. As on date 31.3.10 48,150 option has been exercised.

b. The Company has granted 186,700 shares to the employees during the year 2008-09 at the fair value of and the exercise price of the option is Rs. 29.90 each. As on date 31.3.10 15,600 option has been exercised.

c. The Earlier provision of liability against Employee Stock option for a sum of Rs. 47,285 has been written off to the employee expenses as the same has not been exercised by any employees during the year and has lapsedason31st Dec 2009

d. 165000 share options in 2004-05 under the Employee Stock Option Scheme @ Rs. 16.76 was given out of which 55350 shares were alloted and balance options have lapsed now.

e. 176,600 shares options in 2005-06 under the Employee stock option scheme at the closing of the Market Price of Rs 71/- preceding the date of the Board Meeting where ESOS was approved. 2298 options have been exercised and converted into equity shares and balance have now lapsed.

11 The company has received 10% of the application money in the year 2008-09 for 10,00,000 equity warrants @ Rs. 19.50 each from CMD as preferential allotment out of which 380,000 shares (previous year 220000 shares) were allotted to the him@ Rs. 10 per share and Rs. 9.50 aspremium. The money received and used for business of the company

12. There is no declaration received from vendor for being Small, Medium &Micro Registration.

13. Additional Information pursuant to provisions of the Para3 and4 of Part II Schedule VI for the Companies Act, 1956:- The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

14. The previous year figures have been recast/ restated, wherever necessary,to the current years classification.

15. Financial figures have been rounded off to nearest rupee.

 
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