Mar 31, 2015
A - Rights of the shareholders
1. The Company has only one class of equity shareholders. Each holder
of equity shares is entitled to one vote per share. The Company
declares and pays dividend in Indian rupees. The dividend proposed by
the Board of Directors is subject to approval by the shareholders at
the ensuing Annual General Meeting.
2. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the 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.
c - Share application money:
As at 31 March 2015, the Company has converted loan of Rs 1,15,50,000/-
towards share application money towards Rs 57,75,000/- equity shares of
Rs 2/- each at Rs 11.50 per equity share. The share application money
was received pursuant to an invitation to offer shares and in terms of
such invitation.
d - Monies received against share warrants:
The Board of Directors of the Company at their meeting have resolved to
create, offer, issue and allot up to 1,76,20,000 warrants, convertible
into 1,76,20,000 equity shares of Rs 2/- each on a preferential
allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956,
at a conversion price of Rs 2/- per equity share of the Company,
arrived at in accordance with the SEBI Guidelines in this regard. The
Company has converted loan of Rs 88,10,000 against 1,76,20,000 fully
convertible warrants F.V. of Rs 2 each and Rs 0.50 each paid up at the
time of issue and balance to be paid at the time of allotment.
e - The above mentioned offer of 1,76,20,000 fully convertible warrants
and 57,75,000 equity shares, in point no. 3 & 4, have been scrapped by
the Board in its meeting held on 7th May, 2015 due to change in price
and addition of investor in earlier issue. The price of the each fully
convertible warrant and equity share have been changed to Rs 2.5/-.
a - Security for Long Term - Secured Loans
(i) Loan from Banks are secured by way of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
(ii) Vehicle Loans from Banks are secured against the specific vehicle
financed by respective banks.
a - Loan from Banks are secured by way of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
Note : Future cash outflows in respect of (ii) above are determinable
only on receipt of judgments/decisions pending with the respective
forums/authorities.
3. In the opinion of the Board, the Current Assets, Loans and
Advances have been stated at a value realizable in the ordinary course
of business.
4. Disclosures under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006
The Company has not received any information from all its vendors
regarding their status under Micro, Small and Medium Enterprises
Development Act, 2006. However, as per the information available there
are no amounts outstanding for a period beyond the stipulated period as
specified under Micro, Small and Medium Enterprises Development Act,
2006.
5. Intangible Assets
During the year the company has internally generated software for its
captive use for the various long term projects received and also
developed software for sale of its licenses. The cost of Rs 37.04 Lacs
(Previous Year Rs 50.72 Lacs) is capitalized and shown as Intangible
assets under the Group Fixed Assets.
6. Few debtors, creditors and loans and advances are subject to
confirmation and reconciliation if any.
7. Operating lease
The company's significant leasing agreements are in respect of
operating lease for office premises. These leasing agreements are
cancelable and renewable by mutual consent on mutually acceptable
terms. The aggregate lease rentals payable by the company are charged
to Statement of Profit and Loss as a rent amounting to Rs 108.40 Lacs
(Previous year Rs 39.00 Lacs). The future minimum lease payments under
non-cancelable operating leases due within a period of one year are
estimated at Rs NIL (Previous year Rs NIL) and due later than one year
but not later than five years are estimated at Rs NIL. (Previous year
Rs NIL Lacs).
8. Due to severe financial crisis, the Company has requested
some of the lenders to waive off some part of their interest on loan
and negotiation on aforesaid matter is going on between the Company and
the lenders. On the basis of discussion with lenders, management feels
that no interest provision is required on loan from some of the lenders
however, if any interest provision is required as per final negotiation
it will be made as and when required.
9. Related party transactions
Description of relationship Names of related parties
Subsidiary Companies Tricorn Document Management Inc.
Tricorn Infotech Solutions Limited
Tricorn Data Processing Private
Limited (formerly known as Mastiff
Tech Private Limited)
eData Processing Private Limited
(formerly known as Tricom I.T.
Services Private Limited)
Tricom LPO Private Limited
Pacific Data Centers, Inc. *
Tricom Data Services, Inc. *
Tricom Software Services, Inc. *
Tricom Litigation Coding Services,
Inc. *
Tricom Search Services, Inc. *
Tricom Infotech Solutions, Inc. #
Tricom Infotech Solutions (Cyprus)
Limited #
Grand Imaging Technology Inc.
(formerly known as GTESS- Tricom
Corporation) ##
* - Held through Tricom Document
Management Inc.
# - Held through Tricom Infotech
Solutions Limited
## - Held through Tricom Infotech
Solutions Inc.
Mr. Chetan S. Kothari - Managing Director
Executive Directors
Mr. Paresh Pathak
Non-Executive Directors
Tricom Fruit Products Limited
Entities having significant
influence over the Company
Adilnath Finance Private Limited
Trio Mercantile & Trading Limited
Manshanti Enterprises
Kothari Financial Services
10. Segment Reporting
Since the Company's activities fall within a single geographical and
business segment (ITES-BPO) it has no other primary reportable segment.
11. Previous year's figures
Previous year's figures have been regrouped / reclassified wherever
necessary to correspond with the current year's classification /
disclosure.
Mar 31, 2014
A - Rights, preferences and restrictions attached to shares:
1- The Company has only one class of equity shareholders. Each holder
of equity shares is entitled to one vote per share. The Company
declares and pays dividend in Indian rupees. The dividend proposed by
the Board of Directors is subject to approval by the shareholders at
the ensuing Annual General Meeting.
2- In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the 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.
a - Security for Long Term - Secured Loans
(i) Loan from Banks are secured byway of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
(ii) Vehicle Loans from Banks are secured against the specific vehicle
financed by respective banks.
a - Loan from Banks are secured by way of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
Additional information to the Financial Statements
Note : 3.1 Contingent liabilities and commitments (to the extent not
provided for) (Rs.in Lacs)
As at As at
PARTICULARS 31 March, 2014 31 March, 2013
i) Bank Guarantees issued to Custom
authorities & others 8.31 8.31
ii) Appeals filed at different forums/
authorities in respect of disputed demands:
Income Tax 1,350.46 681.73
iii) Corporate Guarantee given by the
Company in respect of credit limits 869.00 869.00
sanctioned by a bank to a Subsidiary Company
Note : Future cash outflows in respect of (ii) above are determinable
only on receipt of judgments/ decisions pending with the respective
forums/ authorities.
Note : 3.2 In the opinion of the Board, the Current Assets, Loans and
Advances have been stated at a value realizable in the ordinary course
of business.
Note : 3.3 Disclosures under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006
The Company has not received any information from all its vendors
regarding their status under Micro, Small and Medium Enterprises
Development Act, 2006. However, as per the information available there
are no amounts outstanding for a period beyond the stipulated period as
specified under Micro, Small and Medium Enterprises Development Act,
2006.
Note : 3.4 Intangible Assets
During the year the Company has internally generated software for its
captive use for the various long term projects received and also
developed software for sale of its licenses. The cost of ''50.72 Lacs
(Previous Year ''75.73 Lacs) is capitalized and shown as Intangible
assets under the Group Fixed Assets.
Note : 3.5 Few debtors, creditors and loans and advances are subject to
confirmation and reconciliation if any.
Note : 3.6 Operating lease
The Company''s significant leasing agreements are in respect of
operating lease for office premises. These leasing agreements are
cancelable and renewable by mutual consent on mutually acceptable
terms. The aggregate lease rentals payable by the Company are charged
to Statement of Profit and Loss as a rent amounting to ''39.00 Lacs
(Previous year ''188.00 Lacs). The future minimum lease payments under
non- cancelable operating leases due within a period of one year are
estimated at ''NIL (Previous year ''NIL) and due later than one year but
not later than five years are estimated at ''NIL. (Previous year ''NIL
Lacs).
Note : 3.7 Due to severe financial crisis, the Company has requested
some of the lenders to waive off some part of their interest on loan
and negotiation on aforesaid matter is going on between the Company and
the lenders. On the basis of discussion with lenders, management feels
that no interest provision is required on loan from some of the lenders
however, if any interest provision is required as per final negotiation
it will be made as and when required.
Note : 3.8 Employee Benefits:
The disclosure required as per the revised AS-15 are as under:
Brief description of the Plan :
The Company has schemes for long term benefits such as Provident Fund
and Gratuity. The Company''s defined contribution plans are Provident
Fund and Employees'' State Insurance Fund (under the provisions of the
Employees'' Provident Funds and Miscellaneous Provisions Act, 1952). The
Company has no further obligation beyond making the contributions. The
Company has Defined Benefit Plan comprising of Gratuity. The benefits
are based on final salary and cost of the benefit is entirely borne by
the Company. The benefits of the scheme are paid in accordance with the
Payment of Gratuity Act, 1972 without any monetary limit. The liability
for Gratuity is determined on the basis of an independent actuarial
valuation done at the year end. As per the Company''s Policy Leaves can
be accumulated upto 21 days during the tenure of the service and at any
given time and employees are entitled to cash compensation for maximum
21 days of unused accumulated leave balance only in the event of exit
of employee.
Note : 3.10 Related party transactions
Description of relationship Names of related parties
Subsidiary Companies Tricom Document Management Inc.
Tricom Infotech Solutions Limited
Tricom Data Processing Private Limited
(formerly known as Mastiff Tech Pvt Ltd)
Tricom I.T. Services Private Limited
Tricom LPO Private Limited
Pacific Data Centers, Inc. *
Tricom Data Services, Inc. *
Tricom Software Services, Inc. *
Tricom Litigation Coding Services, Inc. *
Tricom Search Services, Inc. *
Tricom Infotech Solutions, Inc. #
Tricom Infotech Solutions (Cyprus) ltd
Grand Imaging Technology Inc.
(formerly known as GTESS- Tricom
Corporation)
Held through Tricom Document Management
Held through Tricom Infotech Solutions Ltd
Held through Tricom Infotech Solutions Inc.
Executive Directors Mr. Chetan S. Kothari - Managing Director
Non-Executive Directors Mr. Jayant B. Tanksale *
Mr. Baldev Boolani **
Mr. Paresh Pathak
Entities having significant Tricom Fruit Products Limited
influence over the Company
Adilnath Finance Private Limited
Trio Mercantile & Trading Limited
Manshanti Enterprises
Kothari Financial Services
Ceased to be Director w.e.f. 8th January, 2014
Ceased to be Director w.e.f. 30th September, 2013
Note : 3.12 Segment Reporting
Since the Company''s activities fall within a single geographical and
business segment (ITES-BPO) it has no other primary reportable segment.
Note : 3.13 Previous year''s figures
Previous year''s figures have been regrouped/ reclassified wherever
necessary to correspond with the current year''s
classification/disclosure.
Mar 31, 2013
Note : 1.1 Contingent liabilities and commitments (to the extent not
provided for)
(Rs.in Lacs)
As at As at
PARTICULARS 31 March, 2013 31 March, 2012
i) Bank Guarantees issued
to Custom authorities & others 8.31 8.31
ii) Appeals filed at different
forums/authorities in respect of
disputed demands:
Income Tax 681.73 369.33
iii) Corporate Guarantee given by
the Company in respect of credit 869.00 996 25
limits sanctioned by a bank to
a Subsidiary company
iv) Uncalled liability on
partly paid shares 149.14
Note: Future cash outflows in respect of
(ii) above are determinable only on receipt of judgments/decisions
pending with the respective forums/authorities.
Note : 1.2 In the opinion of the Board, the Current Assets, Loans and
Advances have been stated at a value realizable in the ordinary course
of business.
Note: 1.3 Disclosures under Section 22 of the Micro, Small and Medium
Enterprises Development Act,
The Company Ijas not received any information from all its vendors
regarding their status under Micro, Small and Medium Enterprises
Development Act, 2006. However, as per the information available there
are no amounts outstanding for a period beyond the stipulated period as
specified under Mjcro, Small and Medium Enterprises Development Act,
2006.
Note: 1.4 Intangible Assets
During the year the company has internally generated software for its
captive use for the various long term projects received and also
developed software for sale of its licenses. The cost of Rs. 75.73 Lacs
(Previous Year Rs. 82.93 Lacs) is capitalized and shown as Intangible
assets under the Group Fixed Assets.
Note : 1.5 Few debtors, creditors and loans and advances are subject to
confirmation and reconciliation if any.
Note : 1.6 Financial Instruments
The Company uses Foreign Currency Forward Contracts to hedge its risks
associated With Foreign Currency Fluctuations. The Company does not use
Forward Contracts for speculative purposes. The outstanding Foreign
Exchange Forward Contract (4 Nos.) as on 31st March, 2013 in US $
5,00,000 amounting to Rs. 280.03 Lacs.
Note : 1.7 Operating lease
The company''s significant leasing agreements are in respect of
operating lease for office premises. These leasing agreements are
cancelable and renewable by mutual consent on mutually acceptable
terms. The aggregate lease rentals payable by the company are charged
to Statement of Profit and Loss as a rent amounting to Rs. 188 Lacs
(Previous year Rs. 303.33 Lacs). The future minimum lease payments under
non-cancelable operating leases due within a period of one year are
estimated at Rs. NIL (Previous year Rs. NIL) and due later than one year
but not later than five years are estimated at Rs. NIL. (Previous yearRs.
NIL Lacs).
Note : 1.8 Employee Benefits:
The disclosure required as per the revised AS-15 are as under:
Brief description of the Plan :
The Company has schemes for long term benefits such as Provident Fund
and Gratuity. The Company''s defined contribution plans are Provident
Fund and Employees'' State Insurance Fund (under the provisions of the
Employees'' Provident Funds and Miscellaneous Provisions Act, 1952). The
Company has no further obligation beyond making the contributions. The
Company has Defined Benefit Plan comprising of Gratuity. The benefits
are based on final salary and cost of the benefit is entirely borne by
the company. The benefits of the scheme are paid in accordance with the
Payment of Gratuity Act, 1972 without any monetary limit. The liability
for Gratuity is determined on the basis of an independent actuarial
valuation done at the year end. As per the Company''s Policy the unused
accumulated leave balance lapses at the year end and no employee is
entitled to cash compensation for unused accumulated leave balance at
the end of the year and no provision is required to be made.
Note: 1.9 Payment of Dividend
The Company had declared dividend of Rs. 131.39 Lacs in its Annual
General Meeting held on 31st December, 2011. Due to paucity of funds,
the amount could not be transferred to separate Dividend Account within
the time limit prescribed u/s 205A(1) of the Companies Act, 1956.
However, the Company has transferred Rs. 52.97 Lacs upto 30th May 2013.
Note : 1.10 Segment Reporting
Since the Company''s activities fall within a single geographical and
business segment (ITESBPO)it has no other primary reportable segment.
Note : 1.11 Previous year''s figures
Previous year''s figures have been regrouped / reclassified wherever
necessary to correspond with the current year''s classification /
disclosure.
Mar 31, 2010
1) CONTINGENT LIABILITY
As at March As at March
31, 2010 31, 2009
Rs.in Lacs Rs.in Lacs
i. Bank Guarantees issued to 3.40 3.40
customs Authorities
ii. Appeals filed at different
forums/authorities in respect of
disputed demands:
Income Tax 28.25 92.00
iii. Bank Guarantees issued on 338.55 764.25
behalf of Subsidiaries to the parties
iv. Corporate Guarantee given 867.15 706.00
by the Company in respect of credit
limits sanctioned by banks to a
subsidiary company
v Uncalled liability on partly 149.14 149.14
paid shares
Note : Future cash outflows in respect of (ii) above are determinable
only on receipt of judgments/decisions pending with the respective
forums/authorities.
2) In the opinion of the Board, the Current Assets, Loans and Advances
have been stated at a value realizable in the ordinary course of
business.
3) As per the notification dated March 31, 2009 , by The ministry of
Corporate Affairs, in respect of provisions of Accounting Standard
(AS-11) ÃThe Effect of Changes in Foreign Exchange RatesÃ, exchange
loss of Rs.27.97 Lacs (net of Rs.154.25 Lacs amortised during the year)
is reported as Foreign Currency Monetary Item Translation Difference
under the head Reserves & Surplus and will be amortised over the term
of the loan but not beyond 31st March 2011.
4) Minimum Alternative Tax (MAT) paid in accordance to the tax laws,
which gives rise to future economic benefits in the form of adjustment
of future income tax liability, is considered as an asset if there is
convincing evidence that the company will pay normal tax after the tax
holiday period. Accordingly, MAT is recognised as an asset in the
Balance Sheet when it is probable that the future economic benefit
associated with it will flow to the Company and the asset can be
measured reliably. Accordingly Rs.249.36 Lacs is recognised as asset
for the Financial Year in the Balance Sheet.
5) Security for Secured Loans
a. Loans from Banks are secured by way of hypothecation of fixed
assets except Vehicles of the Company, book debts, pledge of fixed and
recurring deposits with a Bank and further secured by personal
guarantee of a Director.
b. Vehicle Loans from Banks are secured against the specific vehicle
financed by respective banks.
6) Employee Benefits
The disclosure required as per the revised AS-15 are as under :
Brief description of the Plan
The Company has schemes for long term benefits such as Provident Fund
and Gratuity. The Companys defined contribution plans are Provident
Fund and Employees State Insurance Fund (under the provisions of the
Employees Provident Funds and Miscellaneous Provisions Act, 1952). The
Company has no further obligation beyond making the contributions. The
Company has Defined Benefit Plan comprising of Gratuity. The benefits
are based on final salary and cost of the benefit is entirely borne by
the company. The benefits of the scheme are paid in accordance with the
Payment of Gratuity Act, 1972 without any monetary limit. The liability
for Gratuity is determined on the basis of an independent actuarial
valuation done at the year end. As per the Companys Policy the unused
accumulated leave balance lapses at the year end and no employee is
entitled to cash compensation for unused accumulated leave balance at
the end of the year and no provision is required to be made.
7) Amount due to Micro, Small and Medium Enterprises
The Company is in process of compiling the data of suppliers which are
covered under the Micro, Small & Medium Enterprises Development Act,
2000. Hence, the details pertaining to that are not disclosed
separately. However, out of the total Sundry Creditors Rs. NIL is due
to Small Scale and / or ancillary Industrial Suppliers (Previous Year
Rs. NIL). No amount is outstanding for more than 30 days with SSI
Units. Information regarding Small Scale Industrial Undertakings has
been determined to the extent such parties have been identified on the
basis of information available with the company. This has been relied
upon by the Auditors.
8) Employees Stock Option Scheme
Pursuant to the Board resolution dated January 21, 2005, the company
has granted 203,500 stock options on January 21, 2005 to the eligible
employees. The total options of 203,500 are granted with the total
vesting period of 36 months and exercise period of 6 months from the
respective vesting dates.
The stock option discount in the aforesaid scheme computed as per SEBI
guidelines in this respect, is being amortised on a straight line basis
over the vesting period. Accordingly, during the year Rs.NIL/-(Previous
Year Rs. 5.82 Lacs) being the proportionate charge of option discount
for the year, has been included in the staff cost.
The company has calculated option discount on the basis of Intrinsic
Value method and has amortized Rs.NIL/- (previous year Rs.5.82 Lacs)
being the proportionate charge of option discount for the year as
stated herein above. During the year, there being no other transaction
remaining to ESOS, balance of Rs.39,90,480/- standing to the credit of
ESOP outstanding Account is now transferred to the Share Premium
Account.
9) Intangible Assets
During the year the company has internally generated software for its
captive use for the various long term projects received and also
developed software for sale of its licences. The cost of Rs. 76.40 Lacs
(Previous Year Rs.101.40 Lacs) is capitalized and shown as Intangible
assets under the Group Fixed Assets.
10) Capital Work in Progess
The Company has accumulated Rs.120.35 Lacs ,the amount spent on the
establishing a new business vertical. The said amount will be adjusted
in the accounts on either getting a contract for the vertical or on the
managements decision if no contract is received in reasonable time.
11) Few debtors, creditors and loans and advances are subject to
confirmation and reconciliation if any.
12) Financial Instruments
The Company uses Foreign Currency Forward Contracts to hedge its Risks
associated with Foreign Currency Fluctuations. The Company does not use
Forward Contracts for speculative purposes.
The outstanding Foreign Exchange Forward Contract (10 Nos.) as on 31st
March, 2010 in US $ 500,000 amounting to Rs.2,33,64,500/-.
13) Operating lease
The companys significant leasing agreements are in respect of
operating lease for office premises. These leasing agreements are
cancelable and renewable by mutual consent on mutually acceptable
terms. The aggregate lease rentals payable by the company are charged
to profit and loss account as a rent amounting to Rs. 238.48 Lacs
(Previous year. Rs. 238.86 Lacs). The future minimum lease payments
under non- cancelable operating leases due within a period of one year
are estimated at Rs. 115.61 Lacs (Previous year. Rs. 126.12 Lacs) and
due later than one year but not later than five years are estimated at
Rs.NIL.(Previous year Rs. 115.61 Lacs).
14) Remittance of Dividend in Foreign Currency
The Company has not remitted any amount in Foreign Currency on account
of dividend during the year and does not have information as to the
extent to which remittances, if any, in foreign currencies on account
of dividend have been made by / on behalf of non resident shareholders.
The particulars of Gross dividend declared to 66 non-resident
shareholders for the year 2008-09 amounted to Rs.11,65,774/-.
15) Segment Reporting
Since the Companys activities fall within a single geographical and
business segment (ITES-BPO) it has no other primary reportable segment.
21) Related Party Disclosure
As per Accounting Standard 18, issued by the Institute of Chartered
Accountants of India, the disclosure of Related Parties and related
parties with whom the transactions have taken place and the
transactions are given below:
RELATED PARTIES
a. Subsidiary Companies:
i. Tricom Document Management Inc.
ii. Tricom Infotech Solutions Limited
iii. Pacific Data Centers, Inc.*
iv. Tricom Infotech Solutions (Cyprus) Limited #
v. Tricom Infotech Solutions, Inc.##
vi. Tricom Software Services,Inc.*
vii. Tricom Data Services, Inc.*
viii. Tricom Litigation Services, Inc.*
ix. Tricom Data Discovery Services, Inc.*
* Held through Tricom Document Management Inc.
# Held through Tricom Infotech Solutions Ltd. ## Held through Tricom
Infotech Solutions
(Cyprus) Limited
b. Executive Directors:
i. Mr. Chetan S. Kothari - Managing Director ii. Mr.Jayant B.
Tanksale à Executive Director à Operations
c. Non-Executive directors: i. Mr. Shailesh Bathiya ii. Mr. Gautam
Berry iii. Mr. Hariom Tulsyan iv. Mr. Baldev Boolani
v. Mr. Anil Bakshi
vi. Mr. Rasik Chaturvedi
d. Entities having significant influence over the Company: i. Tricom
Agrochem Limited
ii. Adilnath Finance Private Limited iii. Trio Mercantile & Trading
Limited
16) Figures for the previous year have been regrouped / reclassified
wherever necessary to confirm the classification of the current year.
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