A) Liabilities in respect of leave encashment are accounted for on cash
basis which is not in conformity with Accounting Standard (AS) 15
(Revised 2005) on Employee Benefits as notified by the Companies
(accounting Standard) Rules, 2006 which requires that Leave Encashment
Liabilities be accounted for on accrual basis.
B) Loans include Rs.93.98 lacs (Previous Year Rs.27.79 lacs) due from
companies in which directors are interested as directors.
C) In the opinion of the Board the Current Assets, Loans & Advances are
realizable in the ordinary course of business at least equaling the
amount at which they are stated in the books of account. The provision
for all known liabilities is adequate and not in excess of the amount
reasonably necessary.
D) In respect of balance confirmations sought by the company from
sundry debtors, sundry creditors and loans and advances, some parties
have not yet responded to the request. As such balances in the accounts
of sundry debtors, sundry creditors, loans and advances are taken as
appearing in the books of accounts and are subject to confirmation and
reconciliation, if any.
E) Secured Loans
a) Working capital loans from banks (i) Cash Credit Loans
Rs.14880.02 Lacs (Previous Year Rs.4435.41Lacs) secured by hypothecation
of, Inventories and book debts.
(ii) Bills Payable
Rs.4505.53 Lacs (Previous year Rs.1251.59 Lacs) secured by hypothecation of
Inventories and book debts. Cash credit and Bills payable are further
collaterally secured by mortgage of office premises of the Company and
of Vakrangee Technologies Limited, situated at Marol Co-operative
Industrial Society, Marol, Andheri (East), Mumbai and Hypothecation of
movable fixed assets of the Company.
The Company has appointed Axis Trustee Services Limited
as a security Trustee for availing the working capital facilities under
the multiple Banking arrangement. The Company has created charge on the
said office premises and movable fixed assets for an amount up to Rs.250
crores. For securing the Rs.150 crores fund based limits and the Rs.100
crores non fund based limits.
The working capital loans are further secured by personal guarantee of
Mr. Dinesh Nandwana, Chairman cum Managing Director of the Company.
b) Vehicle Loan
Rs.8.62 Lacs (Previous year Rs.14.48 Lacs) secured by specific
assets financed (vehicle)
F) Prior Period Items Rs.5.33 lacs (Previous Year Rs.3.00 lacs) include
prior period expenses Rs.5.33 lacs (Previous Year Rs.0.86 lacs)
G) Contingent Liabilities not Provided for:
(a) Guarantees amounting to Rs.472.44 lacs (Previous Year Rs.265.52 lacs)
given by the bank on behalf of the Company.
(b) The amount of liabilities, which may occur on levying of penalty
and/or charges by clients for delays in execution of contracts within
the time prescribed in the agreement, is unascertained.
c) The Company has provided Guarantee to Barclays Bank Plc. In respect
of working capital loan of Rs.700.00 Lacs granted to Vakrangee
e-solutions Inc. (Wholly owned subsidiary of the Company). The
outstanding amount of the loan as on 31st March, 2011 is Rs.379.73 lacs
equivalent to USD 8,35,000.
(Rs. in Lacs)
Particulars 2010-2011 2009-2010
Statutory Audit Fees 7.50 2.00
Tax Audit Fees 2.50 .50
Certification & Other Services 1.75 1,43
Total 11.75 3.93
H) Details of auditors remuneration (Excluding Service Tax)
is as under:
a) Details of loans to subsidiaries
J) Other liabilities include unclaimed dividends amounting to Rs.14.89
lacs (Previous year Rs.12.33 lacs).
*Liability for Gratuity is provided on actuarial basis for the Company
as a whole, the amount pertaining to directors is not ascertainable
and, therefore, not included above.
L) Segment Reporting
The Company''s activities predominantly revolve aroundproviding the
e-governance related services. Considering the nature of Company''s
business and operations, there is only one reportable segment (business
and / or geographical) in accordance with the requirements of the
Accounting Standard 17 – Segment Reporting notified in the Companies
(Accounting Standards) Rules 2006.
M) The details of purchases, sales and closing stock of Investments in
mutual funds during the year are given below.
The estimates of future salary increase, considered in actu- arial
valuation, take account of inflation, seniority, promotion and other
relevant factor, such as demand and supply in em- ployment market.
P) Taxes on Income
a) Provision for Taxation for the year has been made in accordance with
the provision of the Income Tax Act, 1961.
b) In terms of Accounting Standard 22 on Accounting for Taxes on
Income as notified by the Companies (Account- ing Standard) Rules,
2006 the Company has recognized Deferred Tax liabilities of Rs.431.38
lacs for the year ended 31st March, 2011 in the Profit & Loss account.
The accumulated balance in Net Deferred Tax Liability/ (Assets)
comprises of:
Q) Amounts due to Micro, Small and Medium Enterprises:
The Company has not received any intimation from the suppliers under
the The Micro, Small & Medium Enterprises Development Act 2006 and
therefore disclosures, if any, relating to amounts unpaid as at the
year end together with interest paid/payable as required under the said
Act have not been given.
R) Additional information pursuant to the provision of Part II of the
Schedule VI of the Companies Act 1956 to the extent applicable:
i) Installed Capacity Not Applicable
Since the Company is engaged in providing e-governance related
services, the quantitative details with respect to Opening Stock,
Purchases, Sales and Closing Stock are not applicable to the Company
and hence not given.
b) Relative of key management personnel and Name of the enterprises
having same key management personnel and / or their relatives as the
reporting enterprises with whom the Company has entered into
transactions during the year.
- Vakrangee Technologies Limited
- Vakrangee Infraprojects Limited
- NJD Holdings Private Limited
- Omnis Edu-Health Limited
- Omnis Infra-Power Limited
- Manoj Nandwana
c) Subsidiary Companies with whom the Company has entered
in to transactions during the year.
- Vakrangee IT Solutions Limited
- E Doc Vision InfoTech Private Limited
- Vakrangee e-Solutions Inc., Philippines
- Vakrangee Energy Private Limited
U) Share Warrants
During financial year 2009-10, the Company had issued 34,70,000 Fully
Convertible Warrants (Warrants) convertible into equivalent number of
Equity Shares having face value of Rs.10/- each at a premium of Rs.60 per
share to M/s. NJD Holdings Private Limited, a promoter group Company.
Of the above, 11,50,000 Warrants (previous year 11,00,000 Warrants)
have been converted into Equity Shares during the current year.
Further, application has been received along with amount for conversion
of balance 12,20,000 Warrants which are pending for conversion at the
end of year.
W) ESOPs
The Company has formulated Employees Stock Option Scheme, 2008 (ESOP
Scheme) which was approved by the members of the Company at their
meeting held on 23rd September, 2008.
Employees covered under Stock Option Plans are granted an option to
purchase shares of the company at the respective exercise prices,
subject to requirements of vesting conditions.
These options generally vest over a period of four years from the date
of grant. Upon vesting, the employees can acquire one equity share for
every option.
The stock compensation cost is computed under the intrinsic value
method and amortized on a straight line basis over the total vesting
period of four years. For the year ended March 31, 2011, the company
has recorded stock compensation expense of Rs.26.86 Lacs (Previous year
Nil).
The Remuneration & Compensation committee of the board evaluates the
performance and other criteria of employees and approves the grant of
options. These options vest with employees over a specified period
subject to fulfillment of certain conditions. Upon vesting, employees
are eligible to apply and secure allotment of Company''s shares at a
price determined on the date of grant of options.
On 31st July 2009, company granted 2, 70,700 options (Grant 1)
convertible into equity shares of Rs.10 each exercisable at Rs.61.90.
During the year, the employees have exercised 65,348 options on 29th
January, 2011. The Company has received an amount aggregating to Rs.40.45
Lacs against allotment of 65,348 equity shares and Rs.4.41 Lacs as share
application money against allotment of 7,132 equity shares to be
allotted on April 29, 2011.
On 30th December 2009, company granted 20,600 options (Grant 2)
convertible into equity shares of Rs.10 each exercisable at Rs.67.85. The
Company has received an amount aggregating to Rs.2.11 lacs as share
application money against allotment of 3,116 equity shares to be
allotted on April 29, 2011.
During current year, the company has granted options for 1, 56,200
(Grant 3) and 86,750 (Grant 4) options convertible into Equity
shares of Rs.10. The exercise price of the options was fixed at Rs.146.50
and Rs.150 respectively for conversion into one equity share of the
company.
X) The figures of the previous year have been re-arranged, re-grouped
and re- classified wherever necessary. |