1.Contingent Liabilities :
March 31, March 31,
2011 2010
1.1 Guarantees given on behalf of
other companies 205,090,000 205,090,000
1.2 Claims against the company not
acknowledged as debt in respect of
certain income tax matters which
are subjudice
a) Income Tax 504,30,003 14,901,556
b) Sales Ta x / VAT 6,48,228 Nil
c) Service Tax 8,52,310 Nil
2.The Company''s investments in subsidiaries are considered as long
term and strategic in nature. Accordingly, the excess of the carrying
value over the net book value of the investments is considered as
temporary diminution and hence no provision for the decline in value
has been considered in these accounts.
3.Intangible asset- Product solutions represent cost of Product
development and no additions during the year in respect of the
following products:
a.Test Automation Framework (TAF)
b.Virtual IO
c.Diameter
d.Networking File System (NSF) and
e.Bunkering operations Management systems (BOMS)
The future projection in respect of the above products has been
estimated by the technical department, although the existence of a
market for these products is yet to be developed. However the product
solutions are being amortized over a period of 5 years starting
Financial Year 2008-09.
4. Debtors include Rs.47,517,389 due from Inatech Solutions Limited UK,
and out of that Rs.44,854,616 has been provided for as doubtful debts.
And due from Inatech Solutions Egypt Rs. 2228378 has been provided for
as doubtful debts.
5. Rent receivable amounting to Rs 2,49,60,471 from Roxanne Research
Private Ltd has been shown under Rs.1,28,60,448 has been provided as
doubtful rent. The company has initiated legal proceedings against
Roxanne.
6. Transfer Pricing
The study of international transactions entered into by the Company
with its overseas associates regarding the extent of compliance to the
transfer pricing regulations of the Income Ta x Act, 1961 is yet to be
completed and the impact, if any, arising out of such study has not
been recognized in these accounts pending completion of the study.
7. Quantitative Details
As the Company is engaged in the development and export of computer
software, the production and sale of which cannot be expressed in any
generic unit, the quantitative details etc., as required under the
Companies Act, 1956 are not furnished
8. Segment Reporting
8.1 The Company’s operations predominantly relate to providing
development of software to customers globally operating in various
industry segments. Accordingly, software product and development
revenues along industry classes comprise the primary basis of segmental
information set out in these financial statements. The accounting
policies adopted for segment reporting are in line with the accounting
policies of the Company. Revenue and expenses have been identified to
segments on the basis of the above primary segment information viz
industry segments. Revenue and expenses, which relate to the
enterprise as a whole and are not allocable to the segments on a
reasonable basis, have been included under unallocable corporate
income/ expenses.
The Industry segments of the Company consist of: Technology Solutions
(TS), Enterprise Solutions (ES) and Infrastructure Management Services
(IMS)
The company believes that it is currently not practicable to provide
segment disclosures to total assets and liabilities since a meaningful
segregation of available data is onerous.
9. Related Party Disclosure (In Rupees)
9.1 Names of related parties and description of Relationship
a) List of related parties where control Exists
Companies Having Substantial Kemoil Limited, Hong Kong
Interest Chemoil Energy Limited,Hong Kong
Subsidiaries California Software Laboratories
Inc., USA
(CSWL) *
EastPoint Solutions Ltd, Chennai
Team Front Line Ltd , Cochin *
Aspire Communications Private
Limited, Mysore *
Inatech InfoSolutions Private
Limited, Bangalore *
Calsoft Labs
Subsidiary of California Healthnet International
Software Laboratories Inc. Inc., USA
Waldron Limited, Japan
Informed Decision corporation,USA
Aspiresoft Corporation, USA
Subsidiary of Inatech Inatech Solutions Ltd, UK *
InfoSolutions
Private Limited Inatech Solutions Egypt, SAE
Subsidiary of Waldron Codex Co Ltd, Japan
Limited
Subsidiary of Aspire Aspire Peripherals P Ltd, Mysore
Communications Private
Limited
Subsidiary of Healthnet International Innovations Inc.,USA
International Inc
b)Key management personnel Mr.Sam Santhosh
Mr.Clyde Michael Bandy
c) List of related parties
where no control Exists
Fellow Subsidiaries of Kemoil Chemoil corporation USA *
Limited Chemoil International Pte. Ltd.,
Singapore *
Chemoil Energy Limited – Singapore*
Chemoil Europe B.V., The
Netherlands * Chemoil Terminals
Corporation California, USA
Royal Melbourne Insurance Company
Limited British Virgin Islands
Chemoil Logistics Inc. British
Virgin Islands
Baltic Fuel Inc. British Virgin
Islands Belgrave Investors Corp.
British Virgin Islands
Cypress Maritime Ltd. British
Virgin Islands
Dryden Agency Inc. British Virgin
Islands Spy Glass
Maritime Ltd. British Virgin
Islands
Soham Corporation. British Virgin
Islands GPS Chemoil LLC (FZC) U.A.E
Galaxy Energy Group Ltd. British
Virgin Islands
Subsidiaries of the Chemoil Advanced Management
Services
fellow subsidiaries Pvt. Ltd., India *
Chemoil Latin America,Inc.Panama *
Chemoil Middle East DMCC *
IPC (USA) Inc California, USA
Andorra Services Inc. British
Virgin Islands
Chemoil North America Corporation
Connecticut, USA
Chemoil Pacific Pte Ltd Singapore
Ocean Connect.com Inc Delaware, USA
St.Andrews Insurance Brokers, Inc
California USA
Berkshire Energy Ltd. British
Virgin Islands
Chemoil Energy Philippines Inc.
Philippines
Chemoil Storage Limited Marshall
Islands
Chemoil Belgium N.V. Belgium
Chemoil Office Support B.V. The
Netherlands
Burando Holding B.V. The
Netherlands
Anand Sea Shipping Limited
Marshall
Islands
Faith IV Pte Ltd Singapore
Olympic Shipping Pte Ltd Singapore
Chemoil Navigation Limited -
Marshall
Islands
Pacifico Bunkering Services SA
Panama
Cypress Bunkering Services, SA
Panama
Spy Glass Bunkering Services,SA
Bonifay International Corp Panama
9.2 The above information regarding related parties have been
determined to the extent such parties have been identified on the basis
of information Available with the Company.
* Represents related parties with whom the company had transactions
during the year.
10. Deferred taxation
As at the year end company has a deferred tax asset of Rs.58,476,000
(Previous year Company had a deferred tax liability of Rs 41,529,352).
The movement is mainly on account of transfer of major part of assets
to a different company and also due to the carry forward loss at the
end of the year.
11. As at March 31, 2011 there is no interest payable to Micro and
Small Enterprises as defined under the Micro Small and Medium
Enterprises Development Act, 2006. This information and that disclosed
under schedule 11 have been determined to the extent such parties have
been identified on the basis of information available with the Company
12. In the absence of details of specific invoice particulars in the
remittance amounts realized from debtors are adjusted on First in First
out Basis.
13. Expenses reimbursed to CSWL of Rs. 33,379,669 . are based on Debit
notes received from them.
14. Events Occurring after balance sheet date - Sale of Outsourced
Product Development (OPD) Division
On April 11, 2011, company as a part of Group Strategy , entered into a
Master Agreement with ALTEN EUROPE, SARL, France to sell its entire OPD
business. Total consideration for the Indian operations is US $ 3.5
million ( Rs. 15.8 crores) which has been received in April.
15 a. Further investment in Aspire Communications Private Limited
At the beginning of current year company had 57.63% of the equity share
capital of Aspire Communications Private Limited , Mysore (Aspire).
This was diluted to 51% when Aspire offered ESOPS to its employees for
Rs.23,00,000/- which was fully subscribed. As on 18-01-2011 California
Software Co Ltd ( Calsoft) and outside shareholders of Aspire entered
into a Share Purchase Agreement (SPA) as per which, Calsoft was to
acquire balance 49% in Aspire from the outside shareholders. Total
consideration is Rs.226,45,228/- payable various dates till 31-12-
2011. As at the year end Calsoft has paid Rs. 85,85,820/-, and balance
outstanding payable to outside shareholders of Aspire is Rs.
140,59,408/-. Though physical transfer of shares is yet to take place,
the date of SPA is reckoned as the date of acquisition.
16 b. Investment In Calsoft Labs India Private Limited
Calsoft promoted a new company named Calsoft Labs India private
Limited. Entire OPD assets of Calsoft amounting to Rs. 53674642/- and
all the employees of this segment has been transferred to the newly
formed company against the issue of its equity shares. Total investment
in the new company as at the year end was Rs. 548,53,561/- .
Incorporation and related expenses has been included in the investment
cost. As at the year end Calsoft and its subsidiaries Aspire
Communications Private Limited and Aspire Peripherals Private Limited
holds hundred percent of the share in the new company.
17. Investment in Joint Venture Calspence Technologies Private Limited
Company has made 50% investment in a Joint Venture with AITKEN SPENCE
PLC, Srilanka to promote a company named Calspence Technologies Private
Limited in Srilanka. As initial investment company has paid an amount
of Rs.794062/- against issue of 188753 equity shares @ of Srilankan Rs.
10/- each.
Shareholder Information
1.Date and venue of the Annual On Friday, 23rd September 2011
General Meeting at 10-00 a.m.
Robert V Chandran Tower,
Eighth Floor, # 149, Velachery
Tambaram Main Road,Pallikaranai,
Chennai-600100
2.Dates of Book Closure 20th September, 2011 to 23rd
September 2011 (both days
inclusive)
a.Financial year 2010-11
b.Dividend payment date No dividend for the financial
year 2010-11
3.Listing on Stock Exchanges 1.National Stock Exchange of
and Stock Code India Ltd.,
Exchange Plaza, Bandra Kurla
Complex, Bandra(East),
Mumbai 400 051
Stock Code- CALSOFT
2.Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai 400 001.
Stock ID- CALIFSOF
Scrip CODE- 532386
4.Listing Fees Paid for both the above stock
exchanges for 2010-11
and 2011-12
5.Registered Office Robert V Chandran Tower,
Seventh Floor, # 149,
Velachery Tambaram Main Road,
Pallikaranai, Chennai 600100.
India. Tel: 91 44
4282 9000 - 5
Fax: 91 44 4282 9012
6.Registrars and Share Integrated Enterprises (India)
Transfer Agent Limited,
(All Communication on share (Unit: California Software Co
transfers in physical form, Co Ltd.),
share certificates, dividends, Kences Towers, 2nd Floor
change of address, etc., 1, Ramakrishna Street, North
may be addressed to them.) Usman Road,T. Nagar, Chennai
600 017. India. email :
corpserv@iepindia.com Tel:
91 44 2814 0801, 2814 0802 /03
7.Share Transfer System:
The Company''s shares are in compulsory Dematerialialization Segment for
purposes of trading. Share Transfers in Physical form are registered
within a period of 15 days from the date of receipt by our Share
Transfer Agents - Integrated Enterprises (India) Ltd, provided the
documents are complete and the shares under transfer are not in
dispute. The share certificates duly endorsed are being immediately
despatched after effecting transfer. The total number of equity shares
in physical form transferred during the financial year 2010-11 was
1500.
9. Investor services – complaints received during the year
The Company /Share transfer agents received no complaints from the
investors during the year and all these were resolved by the year end.
The company /registrars received nineteen service /information requests
during the year and all these were attended during the year .The
opening and closing balance of complaints and /or information /service
requests was nil
18. Financial calendar (tentative and subject to change)
Financial Reporting for the first Second week of August 14, 2011
quarter ending June 30, 2011
Financial Reporting for the second Second week of November 14, 2011
quarter ending September 30, 2011
Financial Reporting for the third Second week of February 14, 2012
quarter ending December 31, 2011
Financial Reporting for the year Last week of May 31, 2012
ending March 31, 2012
19. Dematerialization of shares and liquidity
The Company’s shares have been admitted as an eligible security in the
depository system of National Securities Depository Ltd. [NSDL] and
Central Depository Services (India) Limited [CDSL], bearing an
International Securities Identification Number (ISIN) INE526B01014
Trading on exchanges in the company’s shares is permitted only in
dematerialised form compulsorily as per the circular issued by
Securities and Exchange Board of India (SEBI).
As on March 31, 2011, 1,22,30,171 equity shares representing 98.91% of
the Company’s equity shares were held in dematerialised form.
Reconciliation of Share Capital Audit
A qualified Company Secretary carries out reconciliation of share
capital audit every quarter to reconcile the total admitted capital
with National Securities Depositories Limited (NSDL) and Central
Depository Services (India) Limited and the total issued and listed
capital. The audit confirms that the total issued/ paid up capital is
in agreement with the agreegate total number of shares in physical form
and the total number of dematerialized shares held with NSDL and CDSL.
20. Outstanding GDRs/ADRs/Warrants or any Convertible instruments,
conversion date and likely impact on equity Nil
21. Updation of E-mail IDs
The Ministry of Corporate Affairs has taken a ''Green Initiative'' in the
Corporate Governance by allowing paperless compliances by the
Companies. As a result, Companies are allowed to send all communication
/ documents in electronic mode to its members. In order to support the
green initiative and to reduce the usage of paper, your Company
requests all shareholders to update their e-mail ids with their
respective depository participant, where they hold shares in electronic
form and to the Company''s Registrar and Share Transfer agent, if the
shares are held in physical form.
Frequently Asked Questions
Where and in which year was Calsoft incorporated?
Calsoft was incorporated at Chennai (Madras), in the State of Tamil
Nadu, on February 6, 1992..
When did Calsoft commence its business operations?
Calsoft commenced its business operations on October 18, 1992.
When did Calsoft have its Initial Public Offer and what was the issue
price?
Calsoft made its Initial Public Offer in February 1996. The issue price
was Rs 30 per share.
Which Stock Exchanges are Calsoft shares are listed?
The shares of Calsoft are listed on the Stock Exchanges at Mumbai (BSE)
and the National Stock Exchange (NSE).
What is the current equity capital of Calsoft?
Calsoft ''s equity capital as on March 31, 2011 was Rs.12,36,50,060
comprising 12365006 equity shares of face value Rs10 each.
What is the employee strength of Calsoft?
As on March 31, 2011 Calsoft group (including all its Subsidiaries) had
266 employees, on its rolls.
What is Calsoft''s dividend record?
Calsoft has been declaring and paying dividend since its inception in
1992,except for the Financial years, i.e. 2000-01, 2001-02, 2003-04,
2008-09 and 2010-11
Investor contact. How do I contact Calsoft?
Members can contact the following official at telephone numbers /email
ids/postal address
The Company Secretary.
Tel: 91 44 4282 9000
Fax : 91 44 4282 9012
Email: investor@calsoft.co.in
The postal address for all investor queries is:
The Company Secretary,
California Software Co Ltd.
Robert V Chandran Tower, Seventh Floor,
# 149, Velachery Tambaram Main Road,
Pallikaranai, Chennai-600 100
India.
The following officials can also be contacted /written to at the above
address for any unresolved issues / queries
Ms. N. Anita, Vice President Corporate Planning
Tel: 91 44 4282 9046
Email: anitan@calsoftgroup.com
The email address for any shareholder enquiries is
investor@calsoftgroup.com
For general enquiries the email address is : info@calsoftgroup.com
Where can I get more information about Calsoft and its
activities?
Information is available on the following website: www.calsoftgroup.com
Links are provided on the website for all other group companies and
sites
also.
How do I transfer my shares or change my address?
a. Shares held in physical form - For transfer of shares held in
physical form, you have to write to the Company''s Registrar and Share
Transfer Agents:
Integrated Enterprises (India) Ltd,
Unit: California Software Co Ltd,
Kences Towers”, Second Floor, 1, Ramakrishna Street,
North Usman Road, T. Nagar, Chennai 600 017.
Please despatch any certificates only by registered post or reliable
courier service to avoid any losses in transit.
For change of address of shares held in Physical form, please write to
the Registrars at the address mentioned above giving reference of your
folio no.
b. Shares held in demat format - Transfer of shares in electronic form
or change in address is effected through your Depository participant
(DP). Please contact your D P.
c. Any other general correspondence regarding the shares transfers or
unresolved issues are to be addressed to
The Company Secretary,
California Software Co Ltd.
Robert V Chandran Tower, Seventh Floor,
# 149, Velachery Tambaram Main Road,
Pallikaranai, Chennai-600 100
India.
How do I convert my physical shares to Dematerialised form? You may
approach any authorized Depository Participant for opening of a demat
client Account. They will guide you to fill the demat request form
thereafter and undertake the process of converting the physical shares
to Demat form through interaction with our Registrars. The name/s in
which the demat account has been opened in have to be in the same order
as they appeared in the physical share certificate.
Please visit our website www.calsoftgroup.com and refer the FAQ in
‘investors section’ to get most of the recurring queries answered along
with downloadable forms and templates (for physical shareholders). You
may also write to us at the addresses as mentioned in point 11-c above
for any further clarity
Note: All references to Calsoft above stand for - California Software
Company Ltd |