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Notes to Accounts of Vakrangee Ltd.

Mar 31, 2016

Note 1 - Dividends

(a) Detailed note on Proposed Equity Dividend and Proposed Preference Dividend for the period and related amount per share.

The Board of Directors of the Company recommended dividend of Rs.1.25 per share on fully paid up equity share of Rs.1/- each for the financial year ended 31st March, 2016, subject to members approval in the ensuing Annual General Meeting.

Note 2 - Value of Raw Materials, Spare Parts and Components Consumed

Since the Company is engaged in providing e-governance related services, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

Note 3 - Related Party Details

(a) Key Management Personnel

Mr. Dinesh Nandwana Managing Director & CEO (Chairman & Managing Director upto 26.07.2015)

Dr. Nishikant Hayatnagarkar Whole-Time Director

Mr. Ramesh Mulchand Joshi Director

Mr. Sunil Agarwal Director

Mr. Babulal Meena Director

Ms. Darshi Shah Company Secretary

(b) Relative of key management personnel and Name of the enterprises having same key management personnel and/ or their relatives as the reporting enterprises with whom the Company has entered into transactions during the year

Vakrangee Lacteus & Hortus Limited

Vakrangee Capital Private Limited

Vakrangee Technologies Limited

Mr. Manoj Nandwana

Note 4 - Gratuity & Leave encashment

The Company has provided for Gratuity and leave encashment, in accordance with revised AS-15, "Employee Benefits" the company has provided the liability on actuarial basis.

Note 5 - Segment Reporting

The Company''s activities predominantly revolve around providing the e-governance related activites of Mission Mode Projects covered under "National e-Governance Plan" (NeGP). Considering the nature of Company''s business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 - "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006. However, on the basis of delivery modes, the Company''s business operations has been classified into two business segments, viz. e-Governance Projects and Vakrangee Kendra.

Revenue and identifiable operating expenses in relation to these segments are categorised based on items that are individually identifiable to those segments. Certain expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific segments as the underlying assets are used interchangeably to utilise the resources optimally. The management believes that it is not practical to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as ''unallocated'' and adjusted against the total income of the Company. Fixed assets or liabilities contracted have not been identified to any of the segments as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to total segment assets and liabilities are made.

Note 6 - Leases Finance Leases

The Company has taken Computer Equipments & other Fixed Assets on finance lease. Future minimum lease payments & present value of minimum lease payments towards the finance lease are as below :

Note 7 - Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Note 8 - Previous year figures

The figures of the previous year have been re-arranged, re-grouped and re- classified wherever necessary.


Mar 31, 2015

Note 1. - Contingent Liabilities and Commitments (to the extent not provided for)

(Rs. in Lacs)

Particulars As at March 31, 2015 As at March 31, 2014

(A) Contingent Liabilities

(i) Claims against the company not 27.23 -

acknowledged as debts

(ii) Company has provided Counter Guarantee in 1,779.60 2,130.44

relation to Bank Guarantee to various parties which is not acknowledged in books of accounts

(iii) Other contingent liabilities - -

( A ) 1,806.83 2,130.44

(B) Commitments

(i) Estimated amount of contracts remaining to be 25.00 25.00 executed on capital account not provided for

(ii) Uncalled liabilities on share and other 10.00 10.00

investments partly paid up

(iii) Others commitments - -

( B ) 35.00 35.00

TOTAL (A B) 1,841.83 2,165.44

Note :

1. The amount of liabilities, which may occur on levying of penalty and/or charges by clients for delays in execution of contracts within the time prescribed in the agreement, is unascertained.

Note 2 - Dividends

(a) Detailed note on Proposed Equity Dividend and Proposed Preference Dividend for the period and related amount per share.

The Board of Directors of the Company recommended dividend of Rs. 0.25 per share on fully paid up equity share of Rs. 1/- each for the financial year ended 31st March, 2015, subject to members approval in the ensuing Annual General Meeting.

Note 3 - Value of Raw Materials, Spare Parts and Components Consumed

Since the Company is engaged in providing e-governance related services, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

Note 4 - Segment Reporting

The Company''s activities predominantly revolve around providing the e-governance related activates of Mission Mode Projects covered under "National e-Governance Plan" (NeGP). Considering the nature of Company''s business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 – "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006. However, on the basis of delivery modes, the Company''s business operations has been classified into two business segments, viz. e-Governance Projects and Vakrangee Kendra, for the year.

Revenue and identifable operating expenses in relation to these segments are categorised based on items that are individually identifable to those segments. Certain expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific segments as the underlying assets are used interchangeably to utilise the resources optimally. The management believes that it is not practical to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as ''unallocated'' and adjusted against the total income of the Company. Fixed assets or liabilities contracted have not been identified to any of the segments as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure relating to total segment assets and liabilities are made.

Note 5 - Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Note 6 - Previous year figures

The figures of the previous year have been re-arranged, re-grouped and re- classified wherever necessary.


Mar 31, 2014

Note 1 - Contingent Liabilities and Commitments (to the extent not provided for)

(Rs. in Lacs)

Particulars As at March 31, 2014 As at March 31, 2013

(A) Contingent Liabilities

(i) Claims against the company not - - acknowledged as debts

(ii)Company has provided Counter Guarantee in 2,130.44 2,538.79 relation to Bank Guarantee to various parties which is not acknowledged in books of accounts

(iii) Other contingent liabilities (Refer Note 1 below) - 210.27

( A ) 2,130.44 2,749.06

Note :

1. The contingent liabilities were towards Income Tax demand raised during the course of Block Assessment for the Assessment Year 2005-06 to Assessment Year 2011-12 of Rs. Nil (Previous Year Rs. 210.27 Lacs) for which the Company has fled rectifcation u/s 154 of the Income Tax Act, 1961 / appeals were pending before the Commissioner of Income Tax (Appeals).

2. The amount of liabilities, which may occur on levying of penalty and/or charges by clients for delays in execution of contracts within the time prescribed in the agreement, is unascertained.

Note 2 - Dividends

(a) Detailed note on Proposed Equity Dividend and Proposed Preference Dividend for the period and related amount per share.

The Board of Directors of the Company recommended dividend of Rs. 0.25 per share on fully paid up equity share of Rs. 1/- each for the financial year ended March 31, 2014, subject to members approval in the ensuing Annual General Meeting.

(b) Detailed note on disclosure as required by AS-15

For details, refer Note No. 37.

Note 3 - Value of Raw Materials, Spare Parts and Components Consumed

Since the Company is engaged in providing e-governance related activities, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

Note 4 - Related Party Details (a) Key Management Personnel

Mr. Dinesh Nandwana Chairman & Managing Director

Dr. Nishikant Hayatnagarkar Whole-Time Director

Mr. Ramesh Mulchand Joshi Director

Mr. Sunil Agarwal Director

Mr. Anil Patodia * Director

Mr. Babu Lal Meena Director

Mr. Kunnel Prem** Nominee Director (LIC)

* Mr. Anil Patodia resigned w.e.f. September 30, 2013 ** Mr. Kunnel Prem resigned w.e.f. April 2, 2014

(b) Relative of key management personnel and Name of the enterprises having same key management personnel and/ or their relatives as the reporting enterprises with whom the Company has entered into transactions during the year

Vakrangee Holdings Private Limited Vakrangee Lacteus & Hortus Limited Vakrangee Capital Private Limited Vakrangee Technologies Limited Vakrangee Infraprojects Limited Omnis Edu-Health Limited Omnis Infra Power Limited Mr. Manoj Nandwana

Note 5 - Gratuity & Leave encashment

The Company has provided for Gratuity and leave encashment, in accordance with revised AS-15, "Employee benefits", the company has provided the liability on actuarial basis.

Note 6 - Segment Reporting

The Company''s activities predominantly revolve around providing the e-governance related services. Considering the nature of Company''s business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 – "Segment Reporting" notifed in the Companies (Accounting Standards) Rules 2006.

Note 7 - Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Note 8 - Previous year figures

The figures of the previous year have been re-arranged, re-grouped and re- classified wherever necessary.


Mar 31, 2013

Note 1 - Dividends

(a) Detailed note on Proposed Equity Dividend and Proposed Preference Dividend for the period and related amount per share. The Board of Directors of the Company recommended Dividend of Rs.0.20 per share on fully paid up equity share of Rs.1 each for the financial year ended March 31, 2013, subject to members approval in the ensuing Annual General Meeting.

Note 2 - Value of Raw Materials, Spare Parts and Components Consumed

Since the Company is engaged in providing e-governance related services, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

Note 3 - Related Party Details

(a) Key Management Personnel

Mr. Dinesh Nandwana Chairman & Managing Director

Dr. Nishikant Hayatnagarkar Whole-Time Director

Mr. Ramesh Mulchand Joshi Director

Mr. Sunil Agarwal Director

Mr. Anil Patodia Director

Mr. Babulal Meena Director

Mr. Kanhaiya Lal Varma** Director

** Resigned w.e.f. 10th October, 2012

(b) Relative of key management personnel and Name of the enterprises having same key management personnel and/ or their relatives as the reporting enterprises with whom the Company has entered into transactions during the year

Vakrangee Holdings Private Limited

Vakrangee Lacteus & Hortus Limited

Vakrangee Capital Private Limited

Vakrangee Technologies Limited

Vakrangee Infraprojects Limited

Omnis Edu-Health Limited

Omnis Infra Power Limited

Mr. Manoj Nandwana

Note 4 - Gratuity & Leave encashment

The Company has provided for Gratuity and leave encashment, in accordance with revised AS-15, "Employee Benefits", the company has provided the liability on actuarial basis.

Note 5 - Segment Reporting

The Company''s activities predominantly revolve around providing the e-governance related services. Considering the nature of Company''s business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 - "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006.

Note 6 - Leases

I. Operating Leases

The Company has taken Computer Equipments on operating lease under non-cancellable lease agreement. Lease payments recognized in the Profit and Loss Account for the year is Rs.4,111.19 lacs (Previous Year Rs.4,111.19 lacs). Future minimum lease payments under non-cancellable operating leases are as below:

Note 7 - Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Note 8 - Previous year figures

The figures of the previous year have been re-arranged, re-grouped and re- classified wherever necessary.


Mar 31, 2012

(a) Detailed note on the terms of the rights, preferences and restrictions relating to each class of shares including restrictions on the distribution of dividends and repayment of capital.

i) The Company has only one class of Equity Shares having a par value of Rs.1 (Previous Year Rs.10) per share. Each holder of Equity Share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended March 31, 2012 the amount of per share dividend recognised as distributions to Equity Shareholders is Rs.0.20 per share of Rs.1 each including bonus shares (P.Y. Rs.2 per share of Rs.10 each). The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

ii) On receipt of shareholders' approval by way of postal ballot on March 30, 2012, the Company has increased & subdivided its authorised share capital from Rs.4500 lacs divided into 4,50,00,000 Equity Shares of Rs.10 each to Rs.7500 lacs divided into 75,00,00,000 Equity Shares of Rs.1 each & the Company has altered its Memorandum & Articles of Association accordingly.

iii) The dividend appropriation for the year ended March 31, 2011 provided for in the books of accounts in FY 2010-2011 was Rs.579.75 lacs including corporate dividend tax of Rs.80.92 lacs. However, the dividend declared & paid was Rs.580.30 lacs including corporate dividend tax of Rs.81 lacs. These liabilities were higher by Rs.0.55 lacs (including corporate dividend tax of Rs.0.08 lacs) due to issue of 23,733 equity shares as ESOPs on July 16, 2011 i.e. before book closure date notified for the declaration of dividend. The same has been accounted for in the current year in Profit & Loss Appropriation Account.

iv) 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.

(f) Detailed note on shares reserved to be issued under options and contracts (ESOPs or Loans) / commitment for the sale of shares (without payment being received in cash) divestments including the terms and conditions.

The Company has formulated Employees Stock Option Scheme, 2008 (ESOP Scheme) which was approved by the members of the Company at their meeting held on September 23, 2008, as modified on January 10, 2011.

Employees covered under Stock Option Plans are granted an option to purchase shares of the company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest over a period of four years from the date of grant. Upon vesting, the employees can acquire one equity share for every option.

The stock compensation cost is computed under the intrinsic value method and amortized on a straight line basis over the total vesting period of four years. For the year ended March 31, 2012, the company has recorded stock compensation expense of Rs.124.60 Lacs (Previous year Rs.26.86 Lacs)

The Remuneration & Compensation committee of the Board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company's shares at a price determined on the date of grant of options.

On July 31, 2009, company granted 2, 70,700 options ("Grant 1") convertible into equity shares of Rs.10 each exercisable at Rs.61.90.

On December 30, 2009, company granted 20,600 options ("Grant 2") convertible into equity shares of Rs.10 each exercisable at Rs.67.85.

On May 18, 2010, company granted 1,56,200 options ("Grant 3") convertible into equity shares of Rs.10 each exercisable at Rs.146.50.

On November 24, 2010 , company granted 86,750 options ("Grant 4") convertible into equity shares of Rs.10 each exercisable at Rs.150.00.

On August 12, 2011 company granted 64,850 options ("Grant 5") convertible into equity shares of Rs.10 each exercisable at Rs.150.00.

The options once granted to an eligible employee gets lapsed with the resignation / termination of the employment with the Company. However, the unvested / unexercised portion of the ESOP entitlement to that employee remain part of the respective grant out of which it was issued & they can be granted to any other eligible employee as decided by the Remuneration & Compensation Committee.

(g) Detailed terms of any securities convertible into shares, e.g. in the case of convertible warrants, debentures, bonds etc.

The Company does not have any securities convertible into shares as on reporting date.

Note: 1. The short provision for dividend & dividend tax above is towards dividend declared for the financial year 2010-11.

2. Out of the Securities Premium account balance as on year end, an amount of Rs.2502.40 lacs will be capitalized and transferred to Share Capital account pursuant to the resolution passed by the members through postal ballot for allotment of bonus shares in the ratio of one equity share of Rs.1 each for every share held as on record date i.e. April 13, 2012.

The amount of Rs.854.00 lacs received upto March 31, 2011 towards 12,20,000 convertible warrants out of 34,70,000 convertible warrants issued in the financial year 2009-10, has been converted into equivalent number of equity shares during the year. Balance 22,50,000 convertible warrants have been converted into equivalent equity shares upto the end of the financial year 2010-11.

(b) Terms of repayment of term loans and other loans.

i) Term Loan from Banks:

The Company has entered into a Common Loan Agreement during the year appointing M/s. Axis Trustee Services Limited as Security Trustee for reallocation of the Rupee Term Loan amounting to Rs.22500 lacs sanctioned during the year by Axis Bank Limited, under multiple banking arrangement.

The said Rupee Term Loan has been allocated to each of the lenders (parties to the Common Loan Agreement) as follows:

- Axis Bank Limited - Rs.10000 lacs

- Andhra Bank - Rs.7500 lacs

- Punjab National Bank - Rs.5000 lacs

The initial interest rate in respect of all the lenders shall be 13% p.a. payable with monthly rests irrespective of the individual interest rates mentioned in respective lenders' sanction letters, subject to further change in Base Rate till date of documentation. The highest rate of interest of any lender shall be applicable and payable by the Company to all the lenders. The interest spread reset shall be done every 2 years from the date of first disbursement. The loan is to be repaid in 14 unequal quarterly installments commencing after moratorium period of six months from the date of first disbursement / LC opening. First installment shall be due at the end of six months, thereby total tenor of the loan to be 45 months.

ii) Term Loan from GE Money Financial Services Pvt. Ltd. carries an interest rate of 11.50% p.a. fixed for the first 6 months of the tenure, subject to the drawdown being made on or before July 31, 2011. After the expiry of first 6 months, the rate of interest has been increased to 12.93% p.a. The interest payment to be made monthly. Principal repayment shall be in monthly equal instalments for 36 months from the date of drawdown.

(c) Nature of security of each type of secured loans.

i) Term Loans from Banks:

1. First pari-passu & exclusive charge on entire UID kits purchased out of the term loan.

2. Second parri-passu charge on current assets of the Company, including UID project receivables.

3. Second parri-passu charge on moveable assets of the Company.

4. Second parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co-Operative Industrial Society & Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

5. First charge on the office premises of the Company, situated at New Delhi.

6. Personal Guarantee of Mr. Dinesh Nandwana, Chairman & Managing Director of the Company.

ii) Term Loans from Others - GE Money Financial Services Pvt Ltd:

1. First pari-passu charge on all present and future fixed assets of the Company excluding (i) UID kits financed by Axis Bank & (ii) immovable property on the balance sheet of the Borrower as on March 31, 2011.

2. In the event that the Company acquires any immovable property after March 31, 2011, it is required to create a charge on the said immovable property for the due repayment of this facility.

3. Second pari-passu charge on all present and future current assets.

4. Personal Guarantee of Mr. Dinesh Nandwana, Chairman & Managing Director of the Company.

(d) Details of the aggregate of each loan guaranteed by directors or others, each headwise.

All the term loans amounting to Rs.15,596.12 lacs (P. Y. Nil) guaranteed by Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

(e) Details of continuing default in the repayment of loans and interest, specifying the period and amount separately in each case.

There has been no default in the repayment of loans or interest thereon as on date.

(b) Nature of security of each type of secured loans.

a) Loans repayable on demand from Banks:

The Company had entered into a Security Trustee Agreement appointing M/s. Axis Trustee Services Limited as Security Trustee for availing the working capital facilities under the multiple banking arrangement aggregating to Rs.37500 lacs, with the following bankers:

- Axis Bank Limited

- Union Bank of India

- Barclays Bank PLC

- ICICI Bank Limited

- ING Vyasa Bank Limited

- Dhanlaxmi Bank Limited

These facilities are secured against the following charge on various assets of the Company:

1. Primary: First pari-passu charge on the entire current assets of the Company, both present & future.

2. Collateral:

- First pari-passu charge on the entire movable fixed assets of the Company (excluding UID kits purchased out of the term loan facilities), both present & future.

- First pari-passu charge on office premises of the company & of Vakrangee Technologies Limited, situated at Marol Co-Operative Industrial Society & Hind Saurashtra Industries Co-Operative Society Limited., Marol, Andheri (East), Mumbai.

3. Personal Guarantee of Mr. Dinesh Nandwana, Chairman & Managing Director of the Company.

b) Loans repayable on demand from Others: Vehicle loans are secured against the specific asset (vehicle) finance

c) Loans and advances from Related Parties: For details, refer Note 37.

d) Inter Corporate Deposits: The Inter-Corporate Deposit amounting to Rs.370.00 lacs is secured against the Bank Guarantee given by the Company.

(c) Details of the aggregate of each loan guaranteed by directors or others, each headwise.

1. All the loans repayable on demand from banks amounting to Rs.19,361.69 lacs (P. Y. Rs.14,880.02 lacs) guaranteed by Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

2. Loan from banks repayable on demand (facility from Dhanlaxmi Bank Limited) amounting to Rs.2490 lacs guaranteed by M/s. Vakrangee Technologies Limited.

(d) Details of continuing default in the repayment of loans and interest, specifying the period and amount separately in each case.

There has been no default in the repayment of loans or interest thereon as on date.

(b) Details of Capital Work-in-Progress

Capital Work-in-Progress represents cost incurred towards purchase of software (pending installation).

(c) Detailed note on Fixed Assets taken on Lease

The Company has not taken any assets on lease, except computer equipments assets taken on operating lease under non-cancellable agreements. As the assets taken on lease are not under finance lease, the details thereon has not been classified into owned assets & leased assets above. For further details on operating lease, please refer Note No. 40.

(d) During the year Company has started prestigious UID Enrolment project of Government of India. UID Project is highly capital intensive and required substantial investment in form of fixed assets. For the purpose company has acquired fixed assets worth approximately 36000 lacs and classified the same as project Assets. The management of the company envisage that the useful life of these assets assigned to any project, present or future, will be 4 years and accordingly has accelerated the depreciation at higher rate. For the purpose of acquiring these assets company has taken loan from Axis Bank, Punjab National Bank & Andhra Bank totalling to 22500 lacs.

During previous year, the Company has provided guarantee to Barclays Bank Pic. in respect of working capital loan of Rs.700.00 Lacs granted to Vakrangee e-solutions Inc., Philippines (wholly-owned subsidiary of the Company). The amount of liabilities, which may occur on levying of penalty and/or charges by clients for delays in execution of contracts within the time prescribed in the agreement, is unascertained.

Note 1 - Dividends

(a) Detailed note on Proposed Equity Dividend & Proposed Preference Dividend for the period and related amount per share.

The Board of Directors of the Company recommended Dividend of Rs.0.20 per share on fully paid up equity share of Rs.1 each (including bonus shares issued after Balance sheet date) for the financial year ended March 31, 2012, subject to members approval in the ensuing Annual General Meeting.

Earnings Per Share for the previous year have been reworked to give the effect of sub-division of equity shares from Rs.10 each into Rs.1 each and issue of bonus shares in accordance with Accounting Standard (AS) 20 on "Earnings Per Share".

* Bonus Declaration:

Share holders by way of postal ballot have approved issue of bonus shares on March 30, 2012 in the ratio of one fully paid up equity share for every equity share held on April 13, 2012 being the record date. In view of this, the effect of actual allotment of equity shares as bonus issue out of the Securities Premium Account, has not been given in the books of accounts for the current year ended March 31, 2012. However, the Basic & Diluted EPS has been adjusted for both the reporting periods as per the requirements of Accounting Standard - 20 on "Earning Per Share" issued by the Institute of Chartered Accountants of India.

Note 2 - Value of Raw Materials, Spare Parts and Components Consumed

Since the Company is engaged in providing e-governance related services, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

Note 3 - Segment Reporting

The Company's activities predominantly revolve around providing the e-governance related services. Considering the nature of Company's business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 - "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006.

Note 4 - Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Note 5-Previous year figures

The figures of the previous year have been re-arranged, re-grouped and re-classified wherever necessary.


Mar 31, 2010

A) Liabilities in respect of leave encashment are accounted for on cash basis which is not in conformity with Accounting Standard (AS) 15 (Revised 2005) on Employee Benefits as notified by the Companies (accounting Standard) Rules, 2006 which requires that Leave Encashment Liabilities be accounted for on accrual basis.

B) Loans include Rs. 27.79 lacs (Previous Year Rs. Nil) due from companies in which directors are interested as directors.

C) In the opinion of the Board the Current Assets, Loans & Advances are realizable in the ordinary course of business at least equaling the amount at which they are stated in the books of account. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

D) Confirmation letters have been sent by the Company in respect of balances reflected under Sundry Debtors, Sundry Creditors and Loans and Advances. In view of confirmations having not been received from some of the parties, the balances under these heads have been shown as per books of accounts and are subject to reconciliation and adjustment if any.

E) Secured Loans

a) Cash Credit & Bills Payable Facilities from Bank:

Rs. 5687.00 lacs (Previous Year Rs. 2245.41 lacs) secured by Hypothecation of Book debts, Stock in Trade Stores & spares, collaterally Secured by office Premises of the Company and of Vakrangee Technologies Limited, situated at Marol Co- Operative Indi. Society, Marol, Andheri (East), Mumbai.

The above working capital facilities are further collaterally secured by personal Guarantee of Mr. Dinesh Nandwana, the Chairman cum Managing Director of the Company,

b) Vehicle Loan:

Rs. 14.48 lacs (Previous Year Rs. Nii) Secured by Hypothecation of specific vehicle financed,

F) Prior Period Items Rs. 3.00 lacs (Previous Year Rs. 422.84 lacs) includes Prior Period Expenses Rs. 0.86 lacs (Previous Year Rs. 6.88 lacs).

G) Contingent Liabilities not Provided for:

a) Guarantees amounting to Rs. 265.52 lacs (Previous Year Rs. 395.66 lacs) given by the bank on behalf of the Company.

b) The amount of liabilities, which may occur on levying of penalty and/or charges by clients for delays in execution of contracts within the time prescribed in the agreement, is unascertained.

c) The Company has provided Guarantee to Barclays Bank Pic, In respect of working capital loan of USD 20,50,000 granted to Vakrangee e-solutions Inc. (Wholly owned subsidiary of the Company), The outstanding amount of the loan as on 31st March, 2010 is Rs. 704.36 lacs,

H) Other liabilities include unclaimed dividends amounting to Rs. 9.79 lacs (Previous year Rs. 35.84 lacs).

I) Managerial Remuneration :

The Company does not have any dilutive potential equity shares in the previous year. Consequently the basic and diluted earning per share of the Company remain the same.

J) Employee Benefits:

The Company has provided for Gratuity, covering eligible employees, in accordance with the Payment of Gratuity Act, 1972 only during the year. Accordingly, the previous years figures relating to actuarial assumptions and liabilities have not been given below. In accordance with revised AS-15, "Employee Benefits", the company has provided the liability on actuarial basis. As per the actuarial certificate the details of unfunded post employment defined benefit plan in respect of Gratuity are as follows:

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factor, such as demand and supply in employment market,

K) Taxes on Income

a) Provision for Taxation for the year has been made in accordance with the provision of the Income Tax Act, 1961.

b) In terms of Accounting Standard 22 on "Accounting for Taxes on Income" as notified by the Companies (Accounting Standard) Rules, 2006 the Company has recognized Deferred Tax liabilities Rs. 329.50 lacs for the year ended 31st March, 2010 in the Profit & Loss A/c

L) Amounts due to Micro, Small and Medium Enterprises:

The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises Development Act 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

Since the Company is engaged in providing various project-related services, the quantitative details with respect to Opening Stock, Purchases, Sales and Closing Stock are not applicable to the Company and hence not given.

b) Relative of key management personnel and Name of the enterprises having same key management personnel and / or their relatives as the reporting enterprises with whom the company has entered into transactions during the year.

* Dream River (Neral) Developers Private Limited

* Vakrangee Technologies Limited

* Vakrangee Energy Private Limited

* Vakrangee Infraprojects Limited

* NJD Holdings Private Limited

* NJD Biotech Private Limited

* Mr. Manoj Nandwana

c) Subsidiary Companies with whom the Company has entered in to transactions during the year.

* Vakrangee IT Solutions Limited

* E Doc Vision Infotech Private Limited

* Vakrangee e-Solutions Inc., Philippines (w.e.f. 8th May, 2009)

M) During the year, the Company has, by way of Postal Ballot pursuant to Section 192A of the Companies Act, 1956, passed a special resolution on 11th March, 2010 authorizing issue of 34, 70,000 fully convertible warrants having face value of Rs. 10/- each at a premium of Rs. 60/- per share, on preferential basis to M/s NJD Holdings Private Limited, a promoter group company.

The Company has converted 11,00,000 warrants into equity shares on 29th March, 2010 and issued equivalent fully paid equity shares at an exercise price of Rs. 70 per share. The Company has received an amount aggregating to ? 770.00 lacs against allotment of Equity Shares and Rs. 414.75 lacs as 25 % upfront money against allotment of balance 23, 70, 000 convertible Warrants.

Total proceeds as above amounting Rs. 1184.75 lacs after deducting the issue expenses will be utilized for Business and Development purposes.

N) The Company has, during the year, formulated Employees Stock Option Scheme, 2008 (ESOP Scheme) which was approved by the members of the Company at their meeting held on 23rd September, 2008. The resolutions were passed by the Remuneration & Compensation Committee on 30th July, 2009 and 30th December, 2009 granting options for 2, 70,700 and 20,600 options respectively. The ESOP Scheme provides for the grant of stock options to eligible employees. The options granted vests after the expiry of a period of one year from the date they are granted. The options vested should be exercised within four years from the date they are vested. The options lapse if they are not exercised prior to the expiry date.

O) The figures of the previous year have been re-arranged, re-grouped and re-classified wherever necessary.

 
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