I. Unearned Revenue:
Unearned Revenue as at March 31, 201 I amounting to Rs.2,929 thousands
(P.Y. Rs. 1,441 thousands) primarily consist of client billing on fixed
price and fixed time frame contract for which related cost have not yet
been incurred.
1. Operating Leases:
The Company has various operating leases for office premises and
related facilities that are renewable after the expiring of primary
period of Lease at the option of Lessor and Lessee. Rental expenses for
operating leases included in the income statement for the year is Rs.
19,506 thousands (P.Y. Rs. 17,733 thousands)
2. Quantitative Details:
The company is primarily engaged in the development and maintenance of
computer software. The production and sale of such software cannot be
expressed in any generic unit. Hence, it is not possible to give the
quantitative details of sales and other information as required under
paragraphs 3,4C and 4D of part II of Schedule VI of the Companies Act,
1956.
3. Disclosure under Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED)
Under the Micro, Small and Medium Enterprises Development Act, 2006
(MSMED) which came into Force form 2d October, 2006, the Company is
required to identify the Micro, Small and Medium suppliers and pay
interest to Micro and Small enterprises on amounts overdue beyond the
specified period irrespective of the terms agreed with the suppliers.
For the purpose of identification of such suppliers, the Company has
sent confirmations to all its suppliers. Based upon the confirmations
received so far and the suppliers'' profile available with the Company,
the following disclosures are made for the amounts due to the MS&M
Enterprises.
4. Acquisition/Merger of Subsidiaries:-
a. The Company in September, 2006 entered into Share Purchase
Agreement (SPA) effective retrospective from April I, 2006 with the
owner of SPS Corporation, USA to acquire all the 1000 shares of SPS
Corporation, USA for a consideration of USD 4,997,800 payable in three
tranches out of which I & 2nd tranches of the consideration and the
part payment of 3rd tranche has been made. The Company has made the
provision for the balance payment of the 3rd tranche amounting to USD
564,340 (Rs.25,198 Thousand).
b. Silicon Tech Corp entered into an agreement dated April I, 2010
with Aurionpro Solutions Inc, USA to merge business and undertaking
thereof has been merged with Aurionpro Solutions Inc., with effect from
April 1, 2010. Pursuant to the terms of the aforesaid agreement ,all
the issued and outstanding shares of the common stock of Silicon Tech
Corp were cancelled and the Company received 1,90,520 shares of
Aurionpro Solutions Inc, USA in consideration for the aforesaid merger.
c. SENA Systems Inc, USA entered into an agreement dated June 8, 2010
with Aurionpro Solutions Inc, USA to merge business and undertaking
thereof has been merged with Aurionpro Solutions Inc., with effect from
July I, 2010. Pursuant to the terms of the aforesaid agreement, all
the issued and outstanding shares of the common stock of SENA Systems
INC, USA were cancelled and the Company received 3,06,515 shares of
Aurionpro Solutions Inc, USA in consideration for the aforesaid merger.
d. Pursuant to the scheme of amalgamation of the erstwhile, E2E
Infotech (India) Pvt. Ltd. engaged in providing consultancy in computer
programming, a wholly owned subsidiary of the Company and Kairoleaf
Analytic Pvt. Ltd. engaged in the business of software consultancy
service (hereinafter referred as ''transferor'' Companies), with the
Company was approved by the Hon''ble High Court of Judicature at Bombay
vide its Order dated June 10, 2011. The Scheme became effective on July
11,201 I, the appointed date of the Scheme being April 1,2010.
In accordance with the said Scheme and as per the approval of the
Hon''ble High Court:
1. The assets and liabilities of the transferor companies have been
transferred to and vested with the Company with effect from April 1,
2010 and have been incorporated in the financial statements of the
Company in the same manner and form as they appear in the financial
statements of the transferor Companies under the pooling of interest
method of accounting for amalgamation. The accumulated losses of a
transferor Company namely Kairoleaf Analytic Pvt. Ltd. of Rs. 12.10
lacs have been adjusted against reserve of the Company.
2. As mentioned in the scheme of amalgamation, 13.43 Equity shares of
Rs. 10/- each fully paid up are to be issued to the equity share
holders of one of the transferor Companies, namely Kairoleaf Analytic
Pvt. Ltd. for every 10 Equity Shares of face value of Rs. 10 each.
Accordingly, 10,81,961 Equity shares of Rs. 10/-each fully paid up were
issued to the equity share holders of one of the transferor Company,
namely Kairoleaf Analytic Pvt. Ltd. whose names are registered in the
register of members on record date, without payment being received in
cash. Pending allotment as at the Balance Sheet date, the face value of
such shares has been shown as Equity Share Suspense. The Company has
since allotted the shares on August 8,2011.
3. Since one of the transferor Company, namely E2E Infotech (India)
Pvt. is a wholly owned subsidiary of the Company, 10,000 Equity shares
of the aforesaid transferee Company held by the Company have been
cancelled and no consideration is paid.
4. Excess of paid up value of Equity Shares to be issued and allotted
over net assets taken over by the Company of Rs.27.63 lacs has been
debited to Goodwill Account as prescribed by the Scheme, instead of
adjusting the same with Reserves. Had the Scheme not prescribed this
accounting treatment, the aggregate amount of Rs.27.63 lacs would have
been debited to Reserves.
5. From the effective date, the authorized share capital will stand
increased to Rs.26,10,00,000 consisting of 2,61,00,000 Equity Shares of
Rs. 10 each.
6. Capital Commitments and Contingent Liabilities:
(Rs. in thousands)
Particulars 2010-11 2009-10
Contingent Liabilities
Outstanding guarantees given by banks 20,703 2,978
7. Employee Benefits:-
Gratuity: In accordance with the applicable Indian Laws, the Company
provides for gratuity, a defined benefit retirements plan (Gratuity
Plan) for all employees The Gratuity Plan provides a lump sum payment
to vested employees, at retirement or termination of employment, an
amount based on respective employee''s last drawn salary and for the
years of employment with the company.
8. Related Party Transactions (in respect of related party
relationships during the reporting period):
A. Name of the related parties:
i. Key Managerial Personnel:
a) Vishwanath Prabhu- CEO and Chairman (with effect from December
22,2010)
b) Amit Sheth - Managing Director
c) Sanjay Desai - Executive Director
ii Subsidiaries:
a) AurionPro Solutions Pte Ltd., Singapore (from April 1,2003)
b) AurionPro Solutions, INC USA (from December 13,2005)
c) AurionPro Solutions, SPC Bahrain (from April 1,2006)
d) Auroscient Outsourcing Ltd. India (from July 10,2006)
e) E2E Infotech Ltd, UK (from July 1,2007)
f) AurionPro Solutions (HK) Ltd., Hong Kong (from October 1,2007)
g) Integra Technologies Pte Ltd., Singapore (from December 7,2007)
h) AuroFidel Outsourcing Ltd. India (from March 8,2008)
i) Sena Systems INC, USA (from April 1,2008) (Merged with Aurionpro
Solutions, INC USA w.e.f July 1,2010).
j) Silicon Techno Corp. USA (from October 1,2009) (Merged with
Aurionpro Solutions, INC USA w.e.f April 1,2010).
k) Aurionpro Solutions PTY Ltd., Australia (from December 17,2009)
l) Kairoleaf Analytics (S) Pte Ltd, Singapore (from April 1,2010)
m) Aurionpro SCM Pte Ltd, Singapore (from November 9,2009)
n) Sena Systems (India) Pvt. Ltd. lndia(from April 1,2008)
o) Integro Technologies SDN, BHD, Malaysia (from December 7,2007)
p) AurionPro SCM, INC, USA (From October 15,2010)
9. Employee Stock Option Scheme (ESOS)
In accordance with the ESOS - 2008 of the Company the employee have
been offered options as per eligible criteria fixed under the scheme.
Against each of the above, eligible employee is entitled to acquire one
equity share of Rs. 10/- each of the company at a price mentioned
against the option. The minimum vesting period is one year from the
date of grant. Against each option 20% can be exercised by the end of
first year from the date of grant of options i.e. after May 3
1,2010,30% can be exercised at the end of second year from the date of
grant of the options i.e. after May 31, 201 I and balance 50% can be
exercised at the end of third year from the date of grant of the
options i.e. after May 31,2012.
In respect of options granted above, the accounting value of options is
Nil, as market price of the share on the date of grant of the option is
equivalent to grant price so there is no charge of compensation to
Profit & loss Account in respect of ESOS Plan -2008. During the year,
option for 47,200 shares of Rs. 10/- each, at a premium of Rs. 131.75
per share, were exercised by the employees.
10. Segment Performance:
The main business of the Company is to provide IT Services. All other
activities of the Company revolve around the main business. There is
only one reportable business segment and one geographical segment.
Hence, disclosure pursuant to the Accounting Standard -17 on ''Segment
Reporting'' issued by the Institute of Chartered Accountants of India
are not applicable to the standalone financials of the Company.
11. In the opinion of the Board, the investments, current assets,
loans and advances are realizable at a value, which is at least equal
to the amount at which these are stated, in the ordinary course of
business and provision for all known liabilities are adequately made.
12. Disclosures of Loans and Advances to Subsidiaries (Pursuant to
Clause 32 of the Listing Agreement)
As at the year-end, the Company
(a) has no associates
(b) has loans and advances in the nature of loans, wherein there is no
repayment schedule.
(c) has loans and advances in the nature of loans to the above
Companies in which directors are interested.
13. The Company has sent letters to the Banks, Sundry Debtors, Sundry
Creditors, etc. to confirm the balance as at 31 * March 201 I. Wherever
balance confirmation is not received, balance as per books of account
has been considered & relied upon. In the opinion of the Board, since
the amounts due from / to are fully recoverable / payable, no material
difference is expected to arise at the time of settlement, requiring
accounting effect in the current financial year.
14. The previous year''s figures have been regrouped and rearranged
wherever necessary. Since E2E Infotech (India) Pvt. Ltd. and Kairoleaf
Analytic Pvt. Ltd. have amalgamated with the Company, appointed date
for amalgamation being April I, 2010, the current year''s figures of the
Company to that extent are not comparable with those of the previous
year.
15. The Company being an information technology services provider is
engaged in the development of computer software. The inventory of the
company as at the year end consisted of computer software under
development amounting to Rs.4.94 Crores, shown as work-in-progress.
16 In the opinion of the Board, the investments, current assets, loans
and advances are realizable at a value, which is at least equal to the
amount at which these are stated, in the ordinary course of business
and provision for all known and determined liabilities are adequate and
not in excess of the amount reasonably stated.
17. The Company has determined that the carrying cost of assets is not
less than recoverable amount and hence there is no impairment loss to
the assets during the year to which Accounting Standard 28 -
Impairment of Assets applies.
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