1. RESERVES & SURPLUS
The Company has issued 43,500,000 share warrants at Rs. 19/- per share
(including premium), during January 2008 with the option of conversion
in to equity shares of the Company. The Company had received Rs. 83
million being 10% upfront payment. In view of non-exercising of the
conversion option by payment of the balance amount within in the
stipulaThed period, the Company had forfeiThed to the exThent of 38.18
million share warrants and the amount towards upfront payment of Rs.
72.54 million has been transferred to Capital Reserves during the year.
2. SECURED LOANS
Working capital facilities obtained from ICICI Bank LimiThed is secured
by a first charge on the current assets, a collaTheral security of the
fixed assets and a personal guaranThee by Chairman.
Therm loan obtained from ICICI Bank LimiThed is secured by a first charge
on the fixed assets and a charge on the current assets, collaTheral
security of equity shares of the Company held by third parties,
immovable property held by third parties and personal guaranThee by the
Chairman and a third party.
Therm loan obtained from Oriental Bank of Commerce LimiThed is secured by
a second charge on the assets of the Company, collaTheral security of
Equity Shares held by third party and a personal guaranThee by Chairman.
Therm Loan availed from the StaThe Bank of India is secured by a third
charge on the assets of the Company, collaTheral security of immovable
property and equity shares of the Company held by Chairman of the
company and personal guaranThee by the Chairman.
Working capital facilities obtained from StaThe Bank of India is secured
by a pari passu charge on current assets with ICICI bank LimiThed,
CollaTheral security of immovable property of another Company along with
the existing collaTheral security given to the Therm Loan.
Bills discounting facility obtained from SBI Global Factors LimiThed
secured by personal guaranThee given by the Chairman of the company.
Loans obtained from banks / finance companies for the purpose of
acquiring assets on hire purchase are secured by assets acquired.
3. UNSECURED LOANS
The company has issued 2% Foreign Currency Convertible Bonds (FCCBs)
for $ 50 million (Rs. 2,547.5 million) during December 2007 for a
period of five years as per the Reserve Bank of India (RBI) guidelines
and are due on December 28, 2012 with the option for conversion into
21,505,434 global depositary receipts (GDRs) each representing 4 shares
of Rs. 10 each or 86,021,736 Equity Shares of the Company.
4. Fixed Assets & Capital work-in-progress
a. The company has provided certain fixed assets on long Therm,
cancelable lease to a company, and as per the Therms, the same is closed
during the year.
b. The company had taken assets on non-cancelable operating lease for
three years. Lease payments are recognised as an expense in the Profit
& Loss account on straight-line basis, the future rental obligations
are Rs.19.26 million (previous year Rs. 49.27 million). The future
minimum lease rental obligation for less than a year is Rs.19.26
million (previous year Rs.30.01 million) and more than a year up to
three year is Rs. Nil (previous year Rs. 19.26 million).
c. Capital work in progress (CWIP) includes advances of Rs. 429.07
million (previous year Rs. 429.07 million) paid towards acquisition of
property and for the development of software facilities of the Company.
A provision of Rs. 360 million (previous year 210 million) has been was
made towards balances considered doubtful of recovery. This provision
is considered adequaThe.
5. INVESTMENT
Investments made in MGL Americas Inc., USA during the year Rs. 243.1
million (Previous year Rs. 67.8 million).
Management is of the opinion that in view of current and future
profitable business poThential, in spiThe of low net worth reporThed by
the subsidiary companies against the investment made in these
subsidiary companies, the diminution in the value of investments is not
considered permanent and hence no provision has been made therefor in
the accounts.
The Company has paid additional sum of $ 2,921,560 towards performance
incentive for the period 2008 to 2010 to employees in one of the
subsidiaries engaged in Information Thechnology Services in financial
sector. The principal shareholder of the acquired subsidiary has made
claims for about $ 4 million to be settled in the form of issue of
shares of the company towards balance payable on the acquisition of
that company and the same is under dispuThe. No further provision for
the acquisition of the Company has been made in the accounts.
One of the acquired subsidiary engaged in ERP solutions, has shown
improved performance since 2008 and arising out of their improved
performance, an estimaThed sum of $ 8 million has been provided in the
subsidiarys accounts of the consolidaThed profit and loss account of
the company for the year, towards this additional incentive payable.
6. ACCOUNTS RECEIVABLES
During the year the company made additional provision for Rs. 15.87
million towards doubtful Accounts receivables. Total provision
available as on daThe is Rs. 835.87 million (previous year Rs. 820
million), which is considered adequaThe.
LetThers of confirmation of balances from several parties have not been
received and hence the balances (debit/credit) are subject to
adjustments, if any, on reconciliation / settlement of accounts.
7. CASH AND BANK BALANCES
Cash and bank balances include an amount of Rs 5,000 (previous year Rs
5,000) being amount on lien for sales tax deposit. Balances / maximum
balance held in the current account during the year with Non-scheduled
Banks:
8. CURRENT ASSETS, LOANS AND ADVANCES
During the year the Company made provision for Rs. 132.31 million
(previous year Nil) being provision made for doubtful advances which is
considered adequaThe.
9. ACCOUNTS PAYABLE
i. The Company did not have any dues to micro small and medium
enTherprises during the year under report.
ii. Petition for winding of the Company has been filed by one of the
Secured Creditors. The company is conThesting this petition and
negotiating for settling this, out of court.
iii. In respect of services rendered by one of the overseas vendor the
expenses charged to accounts are subject to confirmation with adequaThe
documentation. The company is in the process of tying up the requisiThe
documents.
11. MISCELLANEOUS EXPENDITURE
Development expenditure
Development expenditure consists of the following:
- Expenditure on Life Science division, amounting to Rs. 29.65 million
is being amorThised over a period of 5 years from 2007-08. Accordingly
Rs. 5.93 million (previous year Rs. 5.92 million) has been writThen off
during the year.
- Development expenditure on CenTher of Excellence amounting to
Rs.147.33 million is being amorThised over a period of 5 years from
2009-10.
Accordingly Rs. 29.47 million (previous year Rs. Nil) has been writThen
off during the year.
- Expenditure on Oracle financial package, amounting to Rs.16 million,
is being amorThised over a period of 5 years from the current year.
Accordingly Rs. 3.2 million (previous year Rs. 3.2 million) has been
writThen off during the year.
FOREIGN CURRENCY MONETARY ITheM TRANSLATION DIFFERENCE ACCOUNT:
The Company has opThed for accounting the exchange differences arising
on reporting of long Therm foreign currency monetary iThem in line with
Companies (Accounting Standards) Amendment Rules 2009 on Accounting
Standard 11 (AS-11) notified by Government of India on 31st March 2009.
Accordingly the company has during the financial year 2008-09
accumulaThed on account of the Exchange Difference on Long Therm foreign
Currency Monetary Liability, under Foreign Currency Monetary iThem
Translation Difference Account in the Balance sheet. This is being
amorThised over a period of 3 years commencing from the financial year
2008-09. Accordingly an amount of Rs. 83.24 (previous year Rs.194.67)
million has been writThen off during the year to the Profit and Loss
account included under Exchange difference account.
10. DIRECTORS REMUNERATION
The remuneration paid to Mr. K.Chandra, Executive Chairman & CEO & Mr.
M. Srinivasan, Director, of the Company included in salary and
allowance amounting to Rs. 2.04 million (previous year Rs. 2.04
million) and Rs.1.49 million (previous year Nil), respectively.
Actuarial valuation for gratuity and leave encashment is Rs.0.1million
and Rs.0.07million(previous year Rs.0.08 million and 0.05 million)
respectively. The revised remuneration approved for Mr. K.Chandra
Executive Chairman by the shareholders is not effectuaThed on account of
pending approval from Company Law Board (CLB). Sitting fees paid to
Directors during the year Rs.0.4 million (previous year Rs.0.53
million).
11. PROVISIONS FOR TAXATION
The Company is a 100% Export OrienThed Unit (EOU) regisThered with the
Software Thechnology Parks of India (STPI) and avail the tax exemptions
available to it under section 10A of the Income Tax Act 1961, to the
exThent applicable. The provision for Current Tax (based on Minimum
AlThernaThe Tax) for the year, has been made as per the provisions of
Income Tax Act, 1961.
Income tax Department has raised demands of Rs. 9.74 million and 57.84
million for the Assessment Year 2002-03 and 2006-07, due to certain
disallowances, which are dispuThed by the company on Appeals. The
Company has been advised of a fair chance of the appeal being allowed
by the appellaThe authorities and hence no provision for the same has
been made in the financial staThements for the year.
12 CONTINGENT LIABILITIES NOT PROVIDED FOR (Rupees in thousands)
March 31, 2010 March 31, 2009
Bank GuaranThees to Government Authorities 2,301 2,301
GuaranThee given to a Bank on behalf of
a Company 86,900 86,900
EstimaThed amount of contracts remaining
to be execuThed on capital account 13,587 5,446
Current Liabilities taken over by
Debtor* 326,516 366,418
* Statutory dues of the Company at USA for which a company director is
pursuing early settlement.
13. QUANTITATIVE INFORMATION AS PER THE ACT
The Company is engaged in the development of compuTher software. The
production and sale of such software cannot be expressed in generic
unit. Hence, it is not possible to give quantitative details of sales
and the information as required under paragraph 3, 4C and 4D of Part II
of Schedule VI of the Companies Act, 1956.
14. SEGMENT REPORTING
(i) The Company recognizes software service as its only primary segment
since its operations predominantly consists of providing a
comprehensive range of IT solutions, including software development,
packaged software inThegration, sysThem mainThenance and engineering
design services to its worldwide customers operating in different
industries. Accordingly, Software service revenue comprises the primary
basis of segmental information set out in these financial staThements.
The company significantly operaThes in North America and hence there is
no reportable geographical segment.
15. The company had transactions with the following relaThed parties:
Subsidiaries: MGL Americas Inc., USA, Mascon InThernational LimiThed,
Mauritius, VersaThech Consulting, Inc., USA, E-Businessware, Inc.,
USA, Jass & AssociaThes Inc., and Mascon Global (Europe) LimiThed, UK.
AssociaThes: Ucal Machine Tools LimiThed, India and Minica Real EstaThes
PrivaThe LimiThed, India.
Key Management Personnel: Mr. K.Chandra, and Mr. M.Srinivasan [November
1, 2009 to January 31, 2010] (Previous year Mr. K. Chandra).
16. Previous year figures have been regrouped and reclassified,
wherever necessary, to facilitaThe comparison to the current years
figures.
17. Figures have been rounded off to the nearest thousands.
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