1) COMPANY OVERVIEW:
Glodyne Technoserve Limited (''the Company) is engaged in
Technology Infrastructure Management Services and Application Software
Services including providing turnkey solutions for large scale
technology projects, technology maintenance and management in India and
Overseas. The Company has head quarters at Mumbai, India.
a. Term/rights attached to shares
(i) The company has only one class of equity shares having a par value
of Rs. 6/- per share. Each holder of equity shares is entitled to one
vote per share. The company declares and pays dividends in Indian
rupees. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holder of Equity Shares
will be entitled to receive the remaining shares of the company, after
distribution of all Preferential amounts. The distribution will be in
proportion to the number of Equity Shares held by the Shareholders.
(ii) The authorised capital of the company also comprises 85,00,000
number of preference shares of Rs. 6/- each. However the company has not
issued the same for subscription.
b. Shares reserved for issue under options:
The company has stock option scheme for its employees and employees of
its subsidiary companies. As on 31st March, 2012 number of options were
outstanding 22,79,293 (22,59,355 shares). Each option gets converted
into 1 equity share. For further details refer to note no 41.
c. During the year, the Company has granted 6,80,220 (12,40,980)
options. The Company follows intrinsic value method to account for
Employee compensation costs in respect of grant of options. The
employee compensation cost equals to the difference between the market
price of the shares covered under the options as on the day before the
date of grant and the exercise price. As a result, intrinsic value of
these options for the current financial year amounted to Rs. 21.19 Lakhs
(Rs. NIL) and the same has been reflected under Expense on Employee Stock
Option Scheme and credited to Stockoption outstanding account.
# During the year, Rs. 4,260.00 Lakhs has been credited to Securities
Premium Account on account of conversion of 10,00,000 convertible
warrants issued at a premium of Rs. 426/- into equivalent number of
Equity Shares. Further, Rs. 98.21 Lakhs (Rs. 10,338.39 Lakhs) was credited
on account of issue of 1,67,930 (25,55,348) shares under ESOP scheme.
(Previous year include preferential allotment of 24,22,035 shares)
e) The Board of Directors of the Company at its meeting held on May 25,
2012, had approved recommendation of a Final Dividend of Rs. 4.60 per
share in respect of the financial year 2011 -12, which was subject to
approval from the Term Lenders. However, subsequently, considering the
overall need of liquidity for the business and keeping in view the
approvals received from the Lenders, the Board of Directors at its
meeting held on December 6, 2012, reviewed and revised the
recommendation of Dividend to Rs. 0.15 per share. The Board accordingly
also approved the changes in the Final Accounts approved in the earlier
meeting and adopted the revised Financial statements, giving effect to
the new dividend recommendation. As a result of such revision, the
provision for proposed dividend has reduced by Rs. 2,004.74 Lakhs and Tax
on proposed dividend by Rs. 325.27 Lakhs, thereby increasing the Surplus
in Statement of Profit and Loss by the corresponding amounts. Further,
an amount ofRs. 2,570.48 Lakhs, which was transferred to the General
Reserve (as required by Companies) (Transfer of Profits to Reserves)
Rules, 1975, has been re-instated to the Statement of Profit and Loss
as in the opnion of the Management, no transfer is requried considering
the revision in the proposed dividend. As a result, the Surplus in the
Statement of Profit and Loss has increased with the said amount and a
corresponding decrease in the balance of General Reserve.
2) MONEY RECEIVED AGAINST ISSUED OF SHARE WARRANTS:
During the year, company has issued 15,00,000 convertible warrants atRs.
400/- per warrant on 31st October 2011.
Each warrant carries a right to subscribe to one Equity share of the
company at a premium of Rs. 394/- at any time within a period of 18
months from the date of allotment of these warrants. As on the date of
Balance sheet, the company has received Rs. 1,500.00 Lakhs towards 25% of
total value of the warrants issued.
3) SHARE APPLICATION MONEY PENDING ALLOTMENT:
The same represents the amount received on towards exercise of 51,626
(18,300) stock options corresponding to 51,626(18,300) equity shares in
respect of which allotment is pending as on balance sheet date. The
total nominal value of the shares is Rs.3.10 Lakhs (1.10 Lakhs)andthe
Securities premuim included in the above is Rs. 22.11 Lakhs (2.98 Lakhs).
The shares against the said application monies were alloted on 30th
4.1) Additional Information to Secured Long Term Borrowings:
Long term Portion of Term Loans are reflected under Long term
Borrowings and the Current Maturities of the Long term Borrowings are
reflected under Current Liabilities.
4.2) Detail of Securities and Terms of Repayment
a) ICICI Bank:
Outstanding Loan as on 31st March 2012 is Rs. 4,700.00 Lakhs Secured by
pari-passu charge on all the present & future, fixed and 2nd charge on
current assets of the company.
The loan is guaranteed by the promoters of the company and the promoter
Group Company. The loan is repayable in 18 monthly installments
including moratarium period of first 3 months. Interest rate @ 13%
(Base rate @ 10% plus spread @3%) is applicable on the said Loan. The
period of maturity w.r.t balance sheet date is 1 year and 4 months.
b) Ratnakar Bank Limited:
Outstanding Loan as on 31st March 2012 is Rs.3,320.75 Lakhs Secured by
Subservient charge on all the present & future movable fixed assets and
Current asets of the Company. Second pari passu charge by way of
registered mortgage on the certain immovable property of Pune, and
personal guarantee of the promoters of the company. The loan is
repayable in 36 months installments including moratarium period of
first 12 months.lnterest rate @ 13.5% p.a (Base Rate @ 11% plus spread
@2.50%) is applicable on the said Loan. The period of maturity w.r.t
balance sheet date is 2 years and 11 months.
c) Corporation Bank:
Outstanding Loan as on 31st March 2012 is Rs. 690.27 Lakhs Secured by
exclusive charge on the machinery purchased. The loan is repayable in
19 monthly installments ofRs. 45.45 Lakhs. Interest rate @13.75% (Base
Rate @ 10.65% plus spread @3.10) is applicable on the said Loan. The
period of maturity w.r.t balance sheet date is 1 year and 2 months .
d) DBS Bank:
Outstanding Loan as on 31st March 2012 is Rs. 10,264.58 Lakhs Secured by
exclusive charge over movable fixed asssets purchased out of loan funds
and pari passu charge on all the movable Fixed assets of the Company.
The loan is repayable 20 quarterly installments including moratarium
period of first 5 quarters. Interest rate applicable is 3 month LIBOR
plus spread of 240 basis points. The period of maturity w.r.t balance
sheet date is 4 years and 2 quarters.
5.1 Cash Credit and other Working Capital facilities are secured by
Pari Passu charge on current assets and movable fixed assets of the
Company. The facility is also secured by way of personal guarantees of
certain Directors and pledge of certain Shares of the Promoters.
Aggregate limits sanctioned by banks Rs. 16,400.00 Lakhs (Rs. 13,200.00
Lakhs) as on the balance sheet date.
6) OPERATING LEASES:
A. Operating Lease - Expenses
a) The Company has various operating leases for office facilities,
equipments and residential premises for employees, which are renewable
on a periodic basis and cancelable at its option. Rental expense for
operating leases included in the income statements for the year is Rs.
7,758.38 Lakhs (Rs. 3,336.86 Lakhs) and the same are debited to Rental
expense and Equipment Lease Rentals.
b) Under these lease agreements, refundable interest free security
deposits have been given by the Company (excluding certain Equipment
Lease Rental Agreements where no such deposits have been given).
c) These agreements (excluding certain Equipment Lease Rental
Agreements) provide for:
- Increase in rental during the tenure of lease agreement
- Contain renewal clause
- Contain clause for restriction on sub-leasing
B. Operating Leases - Income
a) The Company has operating lease for equipments to a subsidiary. All
such leases are renewable on a periodic basis and cancelable at its
option. Rental income for operating leases included in the income
statements for the year is Rs. 1,248.07 Lakhs (Rs. 1,248.07 Lakhs).
b) No asset has been given on Finance Lease.
7) RELATED PARTY TRANSACTIONS:
As per AS-18 on Related Party Disclosures, disclosures of
transactions with related parties as defined therein are given below:
List of related parties and Relationship: a) Subsidiary
Companies-Country of Incorporation
i. Glodyne Peoplepower Limited - India
ii. Smaarftech Technologies Private Limited - India
iii. Glodyne Technoserve Inc. - U.S.A.
iv. Compulink USA Inc. - USA
d) Enterprise over which certain KMP exercise significant influence
i. Growdyne Techzone Services Limited
ii. Glodyne Global Private Limited
v. Compulink Europe Limited - U.K.
vi. Compulink Software Pte Ltd - Singapore
vii. Glodyne Technoserve (East) Inc.-U.S.A. (Subsidiary of Glodyne
viii. Front Office Technologies Inc.-U.S.A. (Subsidiary of Glodyne
ix. DecisionOne Corporation (Subsidiary of Glodyne Technoserve
b) Key Management Personnel (KMP)
i. Mr. Annand Sarnaaik - Chairman & Managing Director
ii. Mrs. Divvyani A. Sarnaaik - Executive Director
iii. Mr. Shantanu Rooj - Director
c) Relatives of KMP
i. Mr. Nikhil Sarnaik-Brother of Mr. Annand Sarnaaik
ii. Dr. Archana Sangamnerkar-Sister of Mr. Annand Sarnaaik
iii. Dr. Nitin Sangamnerkar-Brother-in-law of Mr. Annand Sarnaaik
iv. Mr. N. G. Anil Kumar-Brother of Mrs. Divvyani A. Sarnaaik
v. Mr. N. Lalith Kumar-Brother of Mrs. Divvyani A. Sarnaaik
vi. Mr. Rajith Kumar - Brother of Mrs. Divvyani A. Sarnaaik
vii. Mrs. Kavita Rooj -Wife of Mr. Shantanu Rooj
8) Trade receivables and Loans and Advances are unsecured but
considered good except otherwise stated, for which the company holds no
security other than personal security of respective parties.
9) In the opinion of the Board, 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 made
for all known and determined liabilities are adequate and not in excess
of the amount stated.
10) During the financial year as the Company has not entered into
Derivative transactions and hence the disclosures regarding the same
have not been made.
The above information regarding Micro, Small and Medium Enterprises has
been determined to the extent such parties have been identified on the
basis of information available with the company. This has been relied
upon by the Auditors.
11) Segment information:
As per Accounting Standard (AS)-17 on Segment Reporting, the
Company has reported segment information on consolidated basis
including business conducted through its Subsidiaries.
12) Employee Stock Options
(a) During the financial year, the Company has granted 680,220
(12,40,980) Stock Options to its employees and employees of its
subsidiary companies. In accordance with the Employee Stock Option
Scheme and Employee Stock Purchase Scheme Guidelines, 1999 issued by
the Securities and Exchange Board of India (SEBI), the Company
has elected to use the Intrinsic Value method to account for the
compensation cost of Stock Options to employees. For the year ended
31st March 2012, the Company has been advised that there is an
accounting impact of Rs.21.19 Lakhs in the books of account in respect of
such options. Had the Company adopted Fair Value Method for
calculating the Compensation cost, the total accounting impact for the
year would have been Rs. 841.41 Lakhs (Rs. 416.45 Lakhs) profits after tax
lower by Rs. 841.41 Lakhs (Rs. 416.45 Lakhs) and basic and diluted earnings
per share would have been lower by Rs. 1.86 (Rs. 0.96) and Rs. 1.76 (Rs. 0.90)
(b) The fair value of option granted on 20th November 2006, 6th March
2007, 28th March 2007, 27th September 2007, 29th January 2008, 30th
October 2008, 1st July 2009 and 28th July 2009, 9th June 2010, 13th
January 2011, 30th August 2011 and March 06, 2012 are Rs. 12.26, Rs. 11.42,
Rs. 12.84, Rs. 33.92, Rs.55.87,Rs. 45.50, Rs.72.39,Rs. 85.65, Rs. 133.90
& Rs. 149.80, Rs. 168.23, Rs. 134.06 and Rs. 230.50 per share respectively.
13) Till previous period ending on 31st March 2011, the company was
using pre-revised Schedule VI to the Companies Act, 1956 for
preparation and presentation of its financial statements. During the
year ending 31st March 2012, the revised Schedule VI as notified under
the Companies Act, 1956 has become applicable to the Company. As
result, the company has re-classified previous period figures to
conform to the current year''s classification. Figures in the
brackets represents previous yearfigures.