1) Acquisitions
(i) To expand its operation and reach during the year the Company has
floated ''Wholly Owned Subsidiaries'' in Singapore and Australia namely
''Allied Digital Singapore Pvt Limited'' and ''Allied Digital Asia Pacific
Pty Limited'' respectively.
(ii) During the year the Company has advanced Share Application Money
towards the subscription of the Rights Issue of its subsidiary
''Digicomp Complete Solutions Limited''. The Company has paid an amount
of Rs 39.59 Lacs towards this subscription which is 25% application
money paid on 4280 equity shares of Rs 100 each at the premium of Rs
3,600/- per share.
(iii) On 1st April ''2011, the Company has entered into a final ''Share
Purchase & Joint Venture Agreement'' with ''e-Cop Pte Ltd., Singapore''.
By virtue of this agreement, effective 1st April ''2011 ''e-Cop
Surveillance India Pvt. Ltd.,'' has become a subsidiary of the Company.
2) Employee Benefits
(i) An amount of Rs 10.00 Lacs (Previous Year Rs 20.00 Lacs) has been
contributed towards the Employees Gratuity Fund against the current
year liability of Rs 65.75 Lacs (Previous Year Rs 4.16 Lacs) and earlier
year liabilities as per the Actuarial Valuation for Gratuity as on 31st
March 2011. The Company has its Employees Gratuity Fund managed by
Birla Sun Life Insurance Company.
(ii) The Company recognised Rs 143.53 Lacs (Previous year: Rs 89.40 Lacs)
for provident fund contributions during the year. The contributions
payable to this plan by the Company are at rates specified in the rules
of the scheme and the same are charged to the Profit and Loss Account
of the Company.
(iii) Employee Stock Options
The Company by a Special Resolution passed at the Extra Ordinary
General Meeting held on January 02, 2007 approved the Employee Stock
Option Scheme under Section 79 A of the Companies Act, 1956 to be read
along with SEBI (Employee Stock Option and Employee Stock Purchase
Scheme) Guidelines, 1999 whereby options convertible into Equity Shares
had been granted to eligible employees of the Company. The Board of
Directors had resolved to grant the Options to the eligible employees
vide resolution dated January 22, 2007, consequently the Options were
granted to eligible employees.
The Company has two Stock Options Plans which are summarized as under:
(a) Stock Option Scheme (2007) Loyalty Grant
Under this scheme, the Company had granted 63,300 Options @ Rs 10/- each
to the eligible employees.
Out of the above mentioned grant of 63,300 options,50,436 Options were
exercised by the eligible employees and balance Options were lapsed.
(b) Stock Option Scheme (2007) Growth Grant
Under this scheme, the Company had granted 4,30,300 Options (pre-split
of Company''s Equity Shares) @ Rs 95/- each to the eligible employees
which were to be exercised within four years from the date of the
grant.
Out of the above, during the year under review 1,03,850 Options (post -
split of Company''s Equity Shares from the face vale of Rs 10/- to Rs
5/-each) were exercised by the eligible employees.
The summary of the Stock Options exercised by the eligible employees
during the year under review are as under:
The Company by a Special Resolution passed at Annual General Meeting
held on 29th September 2010 approved the Employee Stock Option Scheme
under section 79A of the companies act 1956 to be read along with SEBI
(Employee Stock Option and Employee Stock Purchase Scheme) Guidelines,
1999 whereby 30,00,000/ - options convertible into Equity Shares of Rs
5/- each to be granted to eligible employees of the Company. This stock
option scheme is titled as ''ESOP 2010 and no options had been granted
under this scheme during the year.
3) Contingent Liabilities
(i) As per the Certificate issued by the banks, value of bank
guarantees outstanding as on 31st March, 2011 amounts to Rs 1,520.48
Lacs (Previous Year Rs 996.09 Lacs) and the value of Letter of Credit
outstanding as on 31st March, 2011 amounts to Rs 77.22 Lacs (Previous
Year Rs 24.81 Lacs).
(ii) Claim against the Company not acknowledged as debts Rs 8.93 Lacs
(Previous Year Rs 5.92 Lacs).
(iii) The Income Tax Authorities carried out a search operation at
certain locations of the Company on 4th February 2011. The Company
extended its full co-operation to the tax authorities and various
statements were recorded during the course of search. The search
operation got concluded on the same business day. The Company has not
received any such communication from the income tax authorities till
date having any potential financials or tax implication on the Company.
4) Fixed Assets
During the year under consideration the Company has acquired Leasehold
Premises, Leasehold Land and Freehold Premises total amounting to Rs
9,086.75 Lacs. The above includes the cost of acquiring these assets
inclusive of incidental charges and lease premium paid if any.
5) Current Assets, Loans and Advances
In the opinion of the Board, the Current Assets, Loans and Advances are
approximately of the value stated and are realisable in the ordinary
course of business.
(i) The management is in process of obtaining external confirmations
and reconciling balances relating to Sundry Debtors and Loans &
Advances amounting to Rs 25,167.79 Lacs and Rs 8,714.73 Lacs respectively
as at 31st March 2011. Based on the ageing analysis prepared for the
Sundry Debtors, as per the books of accounts but subject to our
verification, produced before us Sundry Debtors of Rs 2,999.54 Lacs has
been written off as unrecoverable and a further provision of Rs 753.00
Lacs has been provided for Doubtful Debts. On receipt of the
confirmations and reconciliations as stated above the need to make
further provisions for doubtful debts, if any, will be ascertained.
ii) The value of the Inventory as on 31st March 2011 includes certain
slow moving item which has not been provided for during the valuation
of the same. The valuation of the Inventory is as certified by the
management.
(iii) Amounts extended to wholly owned subsidiaries Company has been
shown under the head investment as the same is long term in nature.
6) MAT Credit Entitlement
Considering the consistent profit over the years and also considering
the future profit projections, the management believes that there are
adequate and satisfying reasons with regards to the earning of future
taxable income and payment of tax under normal tax within the specified
period. Hence MAT credit entitlement of Rs 433.77 Lacs (Previous year
Nil) has been recognized during the year.
7) Current Liabilities and Provisions
In the opinion of the Board, the current liabilities are approximately
at the fair value in the Balance Sheet. Balances of sundry creditors
are subject to confirmation and reconciliation.
The Company creates a provision when there is a present obligation as a
result of a past event that probably requires an outflow of resources
and a reliable estimate can be made of the amount of the obligation.
9) Quantitative Information
Considering the nature of business of the Company, it is not
practically possible to give quantitative information in the absence of
common expressible unit.
10) Dues to Micro, Small and Medium Enterprises
As per the information provided by the Company, there are no Micro,
Small and Medium Enterprises to whom the Company owes dues which are
outstanding for more than 45 days as at the balance Sheet date. No
response was received by the Company from its creditors to enable them
to identify the same and hence the above information has been
determined on the basis of the explanation provided by the Company to
the auditors. This has been relied upon by the auditors.
12) Issue of Warrants
During previous financial year, the Company had allotted 2,00,000 (Two
Lacs) Warrants (convertible into Equity Shares of Rs 5/- each) to
Bennett, Coleman and Company Limited (BCCL) on preferential allotment
basis at Rs 377/- per warrant with following condition; (i) if at the
time of conversion, the price determined in accordance with SEBI (ICDR)
is less than Rs 377/- then the warrants will be converted at such lower
price; (ii) but in any case such lower price shall not be below Rs 277/-
per warrant. Pursuant to the above, vide BCCL''s letter dated 24th
March, 2011, the Company has received Rs 365.50 Lacs towards the
subscription for conversion of 2,00,000 warrants issued to BCCL @ Rs
277/- per share as per the terms of issue of warrants. These warrants
were converted into 2,00,000 Equity Shares of Rs 5/- each at a premium
of Rs 272/- per share on 01st April 2011.
13) Taxes on Income
(i) Provision for taxation for the year has been made in accordance
with the provisions of the Income Tax Act, 1961.
(ii) In terms of Accounting Standard on Accounting for Taxes on
Income (AS 22), the Company has recognised Deferred Tax Liability
amounting to Rs 796.27 Lacs (Previous Year Rs 284.96 Lacs) for the period
ended 31st March, 2011 in the Profit and Loss Account.
16) Lease Income
In accordance with the Accounting Standard 19, Leases issued by the
Institute of Chartered Accountants of India, the Company has given
Assets on Operational Lease on or after 1st April 2001. These assets
have been capitalized and consequently depreciation has also been
provided on these assets. The minimum lease rent receivable as at 31st
March, 2011 are as follows:
18) Subsequent event
The Board of Directors of the Company in their meeting held on February
18, 2011 have resolved to buyback (Buyback) its fully paid-up equity
shares of the face value of Rs 5/- each (Equity Shares) from the
existing owners of Equity Shares of the Company, other than Promoters
of the Company from the open market stock exchange in accordance with
the provisions of Sections 77A, 77AA, 77B and other applicable
provisions of the Companies Act, 1956 (the Act) and Securities and
Exchange Board of India (Buy Back of Securities) Regulation, 1998 (the
Regulation) and the relevant provisions of Memorandum of Association
and Articles of Association of the Company and at a maximum price not
exceeding Rs 140/- per Equity Share (Maximum Buyback Price) payable in
cash, for an amount of upto Rs 28 crores (Offer size). The Date of
Opening of the buyback was April 25, 2011 and last Date for the Buyback
is February 17, 2012.
As at August 22, 2011 the Company has bought back 5,49,731 Equity
Shares out of which 5,45,731 Equity Shares have been extinguished.
19) Previous year''s figures have been recast / restated wherever
necessary.
20) Previous year''s figures are in italics.
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