1. Share application money represents unencashed refund instruments
issued to the investors. This does not include any amount, due and
outstanding, to be credited to the Investor Education and Protection
Fund as per the provisions of the Companies Act, 1956.
2. Contingent liabilities and Commitments
a. The Company has been named as one of the 20 defendants in a civil
dispute for injunction pending adjudication. However in the opinion of
the management no liability would arise in this regard.
b. Disputed Value Added Tax Rs. 692.8 Million (Previous year: Rs.
451.73 Million) and disputed Income Tax Rs.55.31 Million (Previous
year: Rs.Nil)
c. Claims against the Company not acknowledged as debts is Rs. 61.68
Million (Previous year: Rs. 56.63 Million).
d. Estimated amount of contracts (net of advances) remaining to be
executed on capital account and not provided for is Rs. 101.72 Million
(Previous year: Rs. 495.78 Million).
3. Issue of Bonus Shares
Subsequent to the balance sheet date, on April 21, 2011, the
shareholders of the Company have approved through Postal ballot
process, the issue of one equity share of face value of Rs 10/- each as
bonus share for every one share held by the equity shareholders of the
Company whose name appear in the register of members as on the record
date, by capitalisation of Securities premium account and also
shareholders have approved for increase of authorised share capital
from Rs. 750 Million to Rs.1,500 Million.
4. Divestment in Ver se Innovation Pvt Ltd
During the year the Company sold 295,217 Equity Shares in Ver se
Innovation Private Limited for a consideration of Rs. 397.04 Million.
As a result of the above, the Company''s shareholding in Ver se
Innovation Private Limited stands reduced and thus ceased to be an
associate of the Company.
5. Market development and deployment rights
The Company has entered into agreements with Telfonica Internacional,
S.A.U, Spain and the telecom operators towards deploying Value Added
Services on exclusive and non-exclusive basis in Latin America and
Europe with an initial investment of Rs. 2,717.09 Million (Euro 40.5
Million) and during the year has started operations in these regions.
6. Investments and loans to wholly owned Subsidiaries and employees
(a) Investment in the wholly owned Subsidiaries has been made
considering strategic business expansion plan. In the opinion of the
management and considering intrinsic value and the business potential
of the subsidiaries, the investment has been carried at cost.
(b) The Company has given loan to its wholly owned subsidiaries the
details of which are given below and which in the opinion of the
Management is realisable in full.
7. Deferred Payment liability includes:
1. Rs 139.44 Million (Euros 2.21 Million) (previous year: Rs. 1,389.85
Million (Euro 22.95 Million)) payable to Telefonica Internacional,
S.A.U, Spain towards accrual of liability relating to acquisition of
market development and deployment rights.
2. Rs 282.12 Million (Euros 4.46 Million) (previous year: Rs. 330.05
Million (Euro 5.45 Million)) payable to a customer in Europe towards
deploying value added services on an exclusive basis in the region.
3. Rs. 35.09 Million (BRL 1.27 Million) (previous year: Rs. Nil)
payable to a customer in Brazil towards deploying value added services
on an exclusive basis in the region.
4. Rs 0.5 Million (previous year: Rs. 0.5 Million) being balance
consideration payable relating to acquisition of Intellectual Property
Rights.
8. Operating lease:
a. The Company is obligated under non-cancellable operating lease for
office space and vehicles provided to employees.
b. During the year the Company has sub let office space under
non-cancellable operating lease.
The Company accounted the above options using the intrinsic value
method and thus, the difference between the fair value of the
underlying shares at the time of grant and the options exercise value
was charged to the profit and loss account. Accordingly, the
compensation charge thereon in the current year is Rs. 0.04 Million.
(Previous year-Rs.0.11 Million).
The guidance note issued by the Institute of Chartered Accountants of
India requires the disclosure of pro forma net results and EPS both
basic & diluted, had the Company adopted the fair value method. Had the
Company accounted the option under fair value method, amortising the
stock compensation expense thereon over the vesting period, the
reported profit for the year ended March 31, 2011 would have been lower
by Rs.95.65 Million (Previous year-Rs.21.05 Million) and Basic and
diluted EPS would have been revised to Rs.14.0/- (Previous year-Rs
8.7/-) and Rs.13.6/- (Previous year-Rs 8.5/-) respectively as compared
to Rs.15.6/- (Previous year-Rs 9.2/-) and Rs.15.2/- (Previous year-Rs
9.0/-) without such impact.
The fair value of stock based awards to employees is calculated through
the use of option pricing models, requiring subjective assumptions
which greatly affect the calculated values. The said fair value of the
options have been calculated using Black-Scholes option pricing model, considering the expected weighted
average term of the options to be
3.9 years (Previous year 3.6 years), a Nil%(Previous year Nil %)
expected dividend rateon the underlying equity shares, weighted
average volatility in the share price of 53.17% (Previous year range
of 41%-53%) and a risk free rate of 8.25% p.a.
(Previous year 7.4% p.a.). The Company''s calculations are based on
a single option valuation approach, and forfeitures are recognized
as they occur. The expected volatility is based on historical
volatility of the share price during the year after eliminating the
abnormal price fluctuations.
9. Transactions with related parties:
I. List of Related parties and relationship:
Sl. Relationship Related parties
No.
(i) Subsidiaries OnMobile Singapore Pte. Ltd.
OnMobile Australia Pty. Ltd.
PT. OnMobile Indonesia .
Vox Mobili S.A. (subsidiary of Telisma S.A. w.e.f. October 14, 2009)
Telisma S.A.
Phonetize Solutions Private Limited
OnMobile Europe B.V.
Servicios De Telefonia OnMobile, SA DE CV
OnMobile USA LLC.
Ver se Innovation Private Limited ( Till September 29, 2009)
OnMobile Global S A
OnMobile Brasil Sistemas De Valor Agregado Para Comunicacoes Moveis Ltda
OnMoible Global for Telecommunication Services
OnMobile Senegal SARL
OnMobile Uruguay S A
OnMobile De Venezuela C.A. (subsidiary of OnMobile USA LLC)
(ii) Other related parties with whom the Company had transactions
Key Management Personnel
Arvind Rao
Chandramouli Janakiraman
Associate
Ver se Innovation Private Limited ( w.e.f September 29, 2009 till
February 7, 2011)
Enterprises owned or significantly influenced by key Management
personnel/Directors or their relatives.
OnMobile Systems INC, USA.
Mobile Traffik Private Limited (Till January 18, 2010)
Riff Mobile Private limited.
10. Accounting For Taxes On Income
a. During the year, the Company has provided for Minimum Alternative
Tax (MAT) under section 115JB of the Income tax Act, 1961 since the tax
liability as per regular provisions of the Act is lower.
Correspondingly, the Company has also claimed credit of Rs.92.72
Million under section 115JAA of the said Act, which is disclosed as
‘MAT credit availed'' in the Profit and Loss Account.
11. Cash and cash equivalents include deposits of Rs.301.74 Million
(March 31, 2010: Rs 11.30 Million) the use of which was restricted and
also includes unrealised foreign exchange gain of Rs. 4.86 Million
(March 31, 2010- loss of Rs.3.67 Million).
12. Since the Company prepares consolidated financial statements,
hence as per Accounting Standard 17 on Segment Reporting, segment
information has not been provided in the standalone financial
statements.
13. Quantitative Details
The Company is engaged in the development and maintenance of computer
software. The production and sale of such software cannot be expressed
in any generic unit. Hence, it is not possible to give the quantitative
details of sales and certain information as required under paragraphs 3
and 4C of part II of Schedule VI of the Companies Act, 1956. Further
there are no traded goods during the year.
14. Previous year''s figures have been regrouped/ reclassified wherever
necessary.
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