CyberTech Systems and Software Limited (referred to as the ''Company'')
is an Information Technology service provider, delivering its services
to customers primarily in the USA, India and Middle East with focus on
several core software technology applications including SAP''s
Enterprise Suite and ESRI''s Geographical Information Systems(''GIS'') as
well as Network Planning and Design and Custom Software Application
Development. The Company continues to focus on delivering its
development and support projects on an offshore basis.
NOTE ''1'' SHARE CAPITAL
(a) Terms/rights attached to equity shares
The Company has issued one class of equity shares having a face value
of Rs. 10 per share. Each shareholder has right to vote in respect of
such share, on every resolution placed before the Company and his
voting right on a poll shall be in proportion to his share of the paid
-up equity capital of the Company. In the event of liquidation, the
equity shareholders are entitled to receive the remaining assets of the
Company after payments to secured and unsecured creditors, in
proportion to their shareholding.
Employees Stock Option Plan (ESOP)
The Company''s Employees'' Stock Option Scheme-2007, provides for issue
of equity option in each financial year up to 5% (Previous year 5%) of
the outstanding fully paid-up equity capital of the Company as on March
31, 2007 on to eligible employees, and the carry forward of un-allotted
options in each of the financial years to the subsequent financial
years for grant, in aggregate not exceeding 9,264,970 shares (Previous
year 9,264,970 shares). The scheme covers directors and the employees
of the subsidiaries, apart from the employees and directors of the
Company except directors/employees belonging to promoter group. The
options vest in a phased manner over four years with 25% of the grants
vesting at the end of each year from the date of grant and the same can
be exercised within seven years from the date of the grant at the
market price as on the date of the grant. One option is equal to one
RELATED PARTY DISCLOSURES
Disclosure in respect of Related Parties pursuant to Accounting
Standard 18 is as under:
A. List of Related Parties:
i) Parties where control exists:
Wholly Owned Subsidiary:
CyberTech Systems and Software Inc. USA (CSSI)
CyberTech Middle East W.L.L.(Bahrain) (CME)
ii) Other Parties with whom the Company has entered into transactions
during the year:
Key Management Personnel
Dr. Tapan Kumar Mukhopadhyay - Wholetime Director (w.e.f. March 15,
Mr. Radhakrishna Pingali - Wholetime Director (October 11, 2010 to
February 11, 2011)
Mr. C N Rao - Executive Director (upto October 8, 2010)
i) Related party relationship is as identified by the Company and
relied upon by the Auditors.
ii) * No amounts have been written of/back and provided for in respect
of the related parties during the year except provision of Rs.
1,476,405 towards doubtful debts and provision for diminution in the
value of investments Rs. 7,658,853 in respect of Bahrain Subsidiary.
iii) Figures in brackets represent previous year figures.
Note ''4'' Leases:
(A) With an objective to use Company''s idle resources and to strengthen
the cash flows, the Company earns income by leasing its vacant
premises. The income from which is recognised and disclosed as Rent
received under Note No. 18.
(B) The Company has taken commercial premises on lease basis, the
agreements for which are mutually renewable/cancellable. The rental
expenses in respect of operating lease are charged as rent under Note
No. 21 under the head ''Rent''.
Contingent Liabilities and commitments (to the extent not provided for)
in respect of:
(A) Contingent Liabilities:
a) Disputed Income Tax Matters:
i) Regular demand under assessment (including interest upto the date of
demand) Rs. 30,224,097 (Previous year Rs. 30,224,097)
ii) Penalties & Interest upto the date of demand of Rs. 58,198,919
(Previous year Rs. 58,198,919);
iii) Other Income Tax proceedings in respect of earlier years decided
in the Company''s favour by the Appellate Authorities against which the
Department is in further appeals excluding further interest liability,
if any : Rs. 3,769,968 (Previous year Rs. 3,769,968)
b) Disputed Service Tax Matters Rs. 6,607,614 (Previous year Rs.
Estimated amount of contracts remaining to be executed on capital
account and not provided for Rs. 19,839,521 (Previous year Nil)
During the Year the Company has received a favourable order from Income
Tax Appellate Tribunal (ITAT ) in respect of AY1997-98 to AY 1999-00
wherein exemption u/s 10B of the Income Tax Act 1961 has been allowed
for the Income from Business Operations. However, the order giving
effect to the ITAT Order is not yet received and also considering the
chances of Income Tax Department fling higher appeals with the High
Court, the Company has not reversed the provision for taxation of
approximately Rs. 12.20 Crores and also not recognised the interest
receivable on the said amount.
In the opinion of the Board, assets other than fixed assets and non
current investments have a value on realisation in the ordinary course
of business atleast equal to the amount at which they are stated.
Provision for depreciation and all known liabilities is adequate and
not in excess of the amount reasonably necessary.
The accounts of certain Banks, Trade Receivables, Trade Payables and
Loans and Advances, are subject to formal confirmation/reconciliation
and adjustments, if any. The Management does not expect any material
difference affecting the current year''s financial statements.
In the current year, financial statements have been prepared as per
Revised Schedule VI. Previous year''s figures have been
re-grouped/re-arranged, wherever necessary, to conform to the current