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California Software
BSE: 532386|NSE: CALSOFT|ISIN: INE526B01014|SECTOR: Computers - Software Medium/Small
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Explore California Soft connections « Mar 09
Notes to Accounts Year End : Mar '11
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
Source : Dion Global Solutions Limited
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