Megasoft
BSE: 532408 | NSE: MEGASOFT | ISIN: INE933B01012 | Computers - Software Medium/Small
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Notes to Accounts | Year End : Dec '08 |
1 Secured loans / borrowings (i) The term loan and working capital loan facilities from Axis Bank are secured by a first charge on entire current assets and fixed assets (except companys land and building at Kundanbagh, Begumpet, Hyderabad, and assets acquired under hire purchase scheme), present and future, of the Company. Additionally, secured by a second charge on companys land and building situate at Kundanbagh, Begumpet, Hyderabad. Term loan repayable within one year is Rs 20,000 (Previous year - Rs 20,000). (ii) The foreign currency loan of US$ 2 million from Axis Bank, Singapore to Megasoft Consultants, Inc., USA, (MCI), wholly owned subsidiary, is secured by a first charge on the assets of MCI. Additionally, the (holding) company has given a corporate guarantee for the loan. (iii) The foreign currency loan of US$ 25 million from Axis Bank, Dubai to Boston Communications Group, Inc., USA, (BCGI), wholly owned subsidiary, is secured by a first charge on the assets of BCGI and companys land and building situate at Kundanbagh, Begumpet, Hyderabad. Additionally, the (holding) company has given a corporate guarantee and pledged the share certificates issued by BCGI with the Bank for the said loan. (iv) The demand loan facility from Tamilnad Mercantible Bank is secured by a first charge on companys immovable property at Vizag. Term loan repayable within one year is Rs 300,000 (Previous year - Nil). (v) Vehicles are hypothecated to the Banks / Financial Institutions as security for the amounts borrowed by the Company. Amount repayable within one year is Rs 3,052 (Previous year - Rs 3,318). 2 Unsecured loans The company issued 8,000 1.5% Foreign Currency Convertible Bonds (FCCB) of USD 1,000 each on preferential basis on 16 September 2005 pursuant to the approval of the shareholders of the Company at the Extra-ordinary General Meeting held on 26 August 2005 aggregating to USD 8 million. FCCB are convertible on or before 17 September 2008 at an initial conversion price of Rs 115 per equity share. FCCB have been listed on Luxembourg Stock Exchange on 22 September 2005. FCCB aggregating to USD 6 million have been converted into equity shares during the previous financial years. FCCB aggregating to USD 2 million due for redemption on 17 September 2008 is being negotiated for extension of time for a period of up to one year with the lendor with revised terms, subject to statutory approvals. 3 Segmental Information The Groups operations are focussed on IT Services and Telecom services. Accordingly, these business divisions comprise the primary basis for the segmental information set out in these financial statements. Secondary segmental reporting is reported on the basis of the geographical location of customers. Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognised. Fixed assets used in the Companys business or liabilities contracted have not been identified to any of the reportable segments, as they are used interchangeably between segments consequent to the amalgamation of VisualSoft and realignment of business divisions. Accordingly, no disclosure relating to total segment assets and liabilities have been made. 4 Employees Stock Option Plans The company has five stock option plans that provide for the granting of stock options to employees / directors of the company and its subsidiaries (not being promoter directors of the company). The objectives of these plans include attracting and retaining the best personnel, providing for additional performance incentives and promoting the success of the company by providing employees the opportunity to acquire equity shares. Remuneration / Compensation Committee administers all these stock options under various plans. The stock option plans are summarised below: (i) Employees Stock Option Plan 2001 The shareholders of the company in the Annual General Meeting (AGM) held on 26 July 2001 approved an Employees Stock Option Plan (ESOP-2001) for issue of 1,065,050 equity shares of Rs 10 each to the employees including directors of the company. At the AGM held on 18 June 2004, the Plan was closed and the company decided not to offer any more options under this Plan consequent to the amendments to the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, on 30 June 2003. (iii) Associates Stock Option Plan 2004 The shareholders of the company in the AGM held on 18 June 2004 approved an Associate Stock Option Plan (ASOP-2004). The ASOP-2004 provides for issue of 755,000 equity shares of Rs 10 each to the employees including directors at the market price of the shares on the date of grant. At the AGM held on 22 June 2006, the exercise price of the options to be granted was amended to enable issue of options / shares at such discounts to the Market Price as on the date of the grant of the options subject to the exercise price not being less than the face value of shares. (iv) Employees Stock Option Plan (VisualSoft) 2007 In terms of the scheme of amalgamation duly approved by the High Courts, the shareholders of the company in the AGM held on 27 June 2007 approved an Employees Stock Option Plan (ESOP-Visualsoft). (v) Employees Stock Option Plan 2007 The shareholders of the company through a postal ballot process, postal ballot notice dated 26 April 2007, results declared on 8 June 2007, approved an Employees Stock Option Plan (ESOP-2007). The ESOP-2007 provides for issue of 2,700,000 options (underlying equity shares of Rs 10 each) to the employees / Directors of both the company and its subsidiaries, at such discounts to the Market Price as on the date of the grant of the options subject to the exercise price not being less than the face value of equity shares. 5 Corporate Guarantees (i) The foreign currency loan of US$ 2 million from Axis Bank, Singapore to Megasoft Consultants, Inc., USA, (MCI), wholly owned subsidiary, is secured by a first charge on the assets of MCI. Additionally, the (holding) company has given a corporate guarantee for the loan. (ii) The foreign currency loan of US$ 25 million from Axis Bank, Dubai to Boston Communications Group, Inc., USA, (BCGI), wholly owned subsidiary, is secured by a first charge on the assets of BCGI and companys land and building situate at Kundanbagh, Begumpet, Hyderabad. Additionally, the (holding) company has given a corporate guarantee and pledged the share certificates issued by BCGI with the Bank for the said loan. 6 Previous year comparatives Previous years figures have been regrouped, reclassified / rearranged wherever necessary to conform to current year’s presentation. Consolidated financial results for the previous financial year include the business performance of bcgi and its subsidiaries w.e.f. 30 August 2007. Hence, the consolidated financial results for the current financial year are not comparable with the results of the previous financial year. 7 Cash flows Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non- cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Group are segregated. Cash flows in foreign currencies are accounted at average monthly exchange rates that approximate the actual rates of exchange prevailing at the dates of the transactions. |
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| Source : Religare Technova | |
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