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Megasoft
BSE: 532408|NSE: MEGASOFT|ISIN: INE933B01012|SECTOR: Computers - Software Medium/Small
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Explore Megasoft connections « Dec 09
Notes to Accounts Year End : Dec '10
[All amounts in the financial statements are presented in Rupees
 thousands, except for per share data and as otherwise stated]
 
 1 Secured loans / borrowings
 
 (a) For borrowings by the company
 
 (i) The working capital loan facilities from Axis Bank are secured by a
 first charge on entire current assets and fixed assets (except
 companys assets acquired under hire purchase scheme), present and
 future, of the company.
 
 (ii) The demand loan facility from Tamilnad Mercantible Bank which was
 secured by a first charge on companys immovable property at Vizag was
 repaid during the year. The loan repayable within one year is Nil
 (Previous year - Rs. 180,000).
 
 (iii) Vehicles are hypothecated to the Banks / Financial Institutions
 as security for the amounts borrowed by the Company. Amount repayable
 within one year is Rs. 499 (Previous year - Rs. 2,494).
 
 (b) Collaterals for borrowings by the companys wholly owned subsidiary
 
 (i) The foreign currency loan of US$ 25 million from Axis Bank, Dubai
 to XIUS Holding Corp., USA, which was secured by a pari passu first
 charge on the assets of XIUS Holding Corp., USA and the companys land
 and building situate at Kundanbagh, Begumpet, Hyderabad, was repaid
 during the year. The loan repayable within one year is Nil (Previous
 year - US$ 8.33 million).
 
 (ii) The foreign currency loan of US$ 12 million (previous year US$ 13
 million) from Axis Bank, Hong Kong to XIUS Holding Corp., USA, against
 the SBLC from Axis Bank, Hyderabad, India, is secured by a pari passu
 first charge on the assets of XIUS Holding Corp., USA and companys
 land and building situate at Kundanbagh, Begumpet, Hyderabad, in the
 previous year.
 
 2 Related party transactions
 
 Associates - Entities controlled by Director/s S Ravindra Babu HUF
 
 Aries Foundations Private Limited, Kovalam Property Development Private
 Ltd, NMR Property Development Private Limited, Olive Island Properties
 Development Private Ltd, Sannareddy Holdings Private Limited, SR
 Heritage Farms Private Limited, SR Modern Structures Private Limited,
 SRB Infrastructure Private Limited, Sri City Infrastructure Development
 Private Limited, Sri City Property Development Private Limited, Sri
 Security Services Private Limited, Sricity Holdings India Private
 Limited, Sricity Security Services Private Limited, Sricity E-World
 Private Limited, Uthandi Property Development Private Ltd, Manapad
 Power Generation Private Limited, Sricity Utility Services Private
 Limited, Sricity Electricity Company Private Limited, Sansri Powers
 Private Limited, Suprani Farms Private Limited, Sri City Private
 Limited, Innovative Water Solutions Limited.
 
 Directors & Key Management personnel 
 
 GV Kumar & D Sudhakar Reddy
 
 3 Employees Stock Option Plans
 
 The company has two 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) 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.
 
 4 Commitments & Contingencies
 
                                                       (Rs. 000s)
 
                                             As at 31 December          
                                             2010       2009
 
 Contingent liabilities including bank 
 guarantees, letter of credits, etc.         62,749   115,600
 
 5 Corporate Guarantees
 
 (i) The company has given a corporate guarantee for the foreign
 currency loan of Nil (Previous Year - US$ 16.67) million from Axis
 Bank, Dubai to XIUS Holding Corp., USA.
 
 (ii) The company has given a corporate guarantee for the foreign
 currency loan of US$ 12.00 (Previous Year - US$ 13.00) million from
 Axis Bank, Hong Kong to XIUS Holding Corp., USA.
 
 6 Sale of property at Hyderabad
 
 In terms of the Scheme of Amalgamation (Scheme) sanctioned by the
 order dated 27 March 2007 of the High Court of Judicature at Madras in
 Chennai and the order dated 22 March 2007 of the High Court of
 Judicature at Andhra Pradesh in Hyderabad, VisualSoft Technologies
 Limited (“VisualSoft”) was amalgamated with the Company w.e.f. 1
 October 2006. The assets, liabilities, rights and obligations of
 VisualSoft were recorded at their respective fair values under the
 purchase method of accounting for amalgamation and the excess of fair
 value of net assets taken over by the company over the paid up value of
 equity shares issued and allotted was taken under general reserve as
 that on amalgamation.
 
 As the company continues its strategic focus on the telecom products
 and services, the company decided to reduce its debts. In this regard,
 the company obtained the consent of the shareholders through a postal
 ballot process, results announced on 15 October 2010, for sale of the
 land and building (including furnishings & fittings) situated at
 Hyderabad and land at Vishakhapatnam (the said properties were acquired
 through the scheme). The company sold off the Hyderabad property and
 the resultant loss on sale of the same has been set-off to the
 amalgamation reserve (grouped under general reserve) created in terms
 of the scheme, as has been advised.
 
 7 Divestment of IT Services (BlueAlly) Division
 
 (a) The company divested its IT Services (BlueAlly) division to an
 overseas company w.e.f. 1st October 2009, with approval of the members
 through a postal ballot process.
 
 (b) As per the scheme of arrangement under sections 391 to 394 of the
 Companies Act 1956 between the company and its equity shareholders
 approved by the High Court of Judicature at Madras vide its order dated
 30 March 2010 duly filed with the Registrar of Companies on 30 March
 2010 (effective date), a “Business Reconstruction Reserve account” was
 created by transferring Rs. 1,250,000 in aggregate from the Securities
 Premium account and the General Reserve of the company for adjustment
 of certain expenses as prescribed therein. A sum of Rs. 1,247,862 has
 been set-off against the same.
 
 8 Previous year comparatives
 
 Previous years figures have been regrouped, reclassified / rearranged
 wherever necessary to conform to current years presentation.  Current
 years figures are without IT Services Division and hence are not
 comparable.
 
 9 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.
 
Source : Dion Global Solutions Limited
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