(Amount in Rs.)
1. Contingent liabilities not provided
for in respect of: March 31, 2011 March 31, 2010
a. Letters of Credit by Bank Nil 12,793,493
b. Guarantees issued by Bank (Gross) 24,504,200 115,307,573
c. Corporate Guarantee and
Indemnities 1,030,350,000 2,363,025,700
facility not availed / not utilised
Nil (Rs. 886,000,000)
d. Sales Tax Matters 965,470 823,601
e. Claim Lodged by Customers Not
Acknowledged as Debt 1,144,501 653,365
f. Capital Contract 2,200,000 Nil
g. Warranty Claims 1,000,000 Nil
2. i. As per Business Transfer Agreement (BTA) dated March 5, 2010
entered with Schneider Electric India Private Limited (SE), the Company
has transferred certain assets and liabilities of Electronic Security
Systems business of the company comprising of its two divisions
Building Solution Group and Special Project Group business to SE with
effect from April 30, 2010, as approved by the shareholders of the
company through postal ballot as per Section 192A of the Companies Act,
1956 read with the Companies (Passing of Resolution by the postal
ballot) Rules 2001 for a consideration of Rs. 22,500 Lacs. This transfer
excludes the retail business, business of Central Monitoring Station
and Video Monitoring Station and right to continue the business of fire
detection and suppression on a stand alone basis with the Company. ii.
Information pursuant to the Discontinuing Operations in accordance with
AS 24 – Discontinuing Operations issued by the Institute of Chartered
Accountants of India is as follows:
The carrying amount of total assets and liabilities relating to the
discontinuing operations held for disposal as on March 31, 2010
amounted to Rs. 7,594 Lacs and Rs. 10,680 Lacs respectively .
3. In April 2010, the Company had acquired an additional 49% stake in
Zicom CNA Automation Ltd. (ZCNA) which became a wholly owned subsidiary
of the Company from the said date. Subsequent to this acquisition, the
Company has entered into BTA dated April 29, 2010 with ZCNA and
acquired the entire Automation Business on Slump Sale basis (Going
concern) for the consideration of Rs. 25 Lacs. No Goodwill / Capital
Reserve has been recognised in the books of the company as a
consequence of the above acquisition, since the Net Assets received
form ZCNA are equal to the Purchase Consideration.
Keeping in view the fact that Net Worth of ZCNA as on March 31, 2011
was lower than the book value of the investments made by the company as
on the said date, the company has decided to provide for diminution in
the value of the said investment to the extent of Rs. 70 Lacs and has
recognised in the books under the head Extraordinary items.
4. As a part of restructuring and in order to improve focus on the
retail security business, the Board of Directors in its meeting held on
September 30, 2010 has approved transfer of the retail security
business of its then wholly owned subsidiary Zicom Retail Products
Private Limited (ZRPPL) to the Company for a purchase consideration of
Rs. 4,800 Lacs resulting in Goodwill of Rs. 2,019 Lacs which is recognized
in the books of accounts, considering the benefit which will accrue as
a consequence of the above, the Company has decided to amortize the
Goodwill so arisen over a period of ten years in equal installment.
Consequent on transfer of the aforesaid business under slump sale on
going concern basis, the Company had disinvested its entire cumulative
investment of Rs. 11,000 Lacs in its loss making subsidiary ZRPPL at
price of Rs. 1,500 Lacs. Resulting loss is reflected in extraordinary
item. The said loss was mainly on account of brand building expenses
incurred over a period of 4 years while building retail security
business.
5. In March 2011, the Company has divested its entire stake in its
subsidiary Zicom Manufacturing Co. (HK) Ltd. (ZHK) for a consideration
of Rs. 135 Lacs and made the profit of Rs. 109 Lacs on the disposal of the
same and has recognised in the books under the head Extraordinary
items.
6. Thus considering the profit of Rs. 12,463 Lacs made on Business
Transfer Agreement with SE as above, profit / loss on account of
divestment of subsidiary ZHK and ZRPPL as above and diminution in the
value of investment made in ZCNA has resulted in a net surplus of Rs.
3,002 Lacs which is shown as Extraordinary item in the profit and loss
statement.
General Description of significant defined plans
I. Gratuity Plan
Gratuity is payable to all eligible employees on the completion of five
years of service in the event of resignation, retirement, permanent
disablement or death.
II. Leave Plan
Eligible employees can carry forward the leaves as per the leave policy
of the company and is payable at separation on account of retirement,
permanent disablement or death.
7. In respect of Sundry Debtors representing Rs. 10,556,674 due from the
customer, the company has received an award from the Honourable High
Court of Andhra Pradesh in its favour. The management is confident of
recovering this amount and hence no provision has been considered in
this regard.
8. Lease:
Disclosure as required by AS 19 - Leases issued by The Institute of
Chartered Accountants of India are as follows:
Operating Lease:
The Company''s significant leasing arrangements are in respect of office
premises and residential flats taken on lease. The arrangements are
generally from 11 months to 36 months. Under these agreements,
generally refundable interest-free deposits have been given. In respect
of above arrangements, lease rentals payable are recognised in the
Profit and Loss account for the year and included under Rent and
Compensation (Disclosed under Schedule 13).
9. Under the Micro, Small and Medium Enterprises Development Act, 2006
which came into force from October 2, 2006, certain disclosures are
required to be made relating to Micro, Small & Medium Enterprises. The
Company is in the process of compiling relevant information from its
suppliers about their coverage under the said Act. Since the relevant
information is not readily available, no disclosures have been made in
the accounts. However, in view of the management, the impact of
interest, if any, that may be payable in accordance with the provisions
of this Act is not expected to be material.
10. Related Party Disclosure:
Information in accordance with the requirements of AS 18 – Related
Party Disclosures issued by the Institute of Chartered Accountants of
India are given below:
A. Related Parties with whom transactions have taken place: i. Key
Management Personnel:
âMr. Manohar Bidaye âMr. Pramoud Rao
ii. Subsidiary Companies:
âUnisafe Fire Protection Specialists LLC, Dubai (subsidiary by virtue
of control of the composition of Board)
âZicom Manufacturing Co. (HK) Limited (upto March 30, 2011)
âZicom Retail Products Pvt. Ltd. (upto September 30, 2010)
âZicom CNA Automation Ltd.
iii. Companies in which company or its directors / relatives of
director have substantial interest:
âBaronet Properties and Investments Private Limited
âCoronet Properties and Investments Private Limited
âInstitute of Advanced Security Training & Management Private Limited
B. Transactions during the year with Related Parties mentioned above:
Key Management Personnel
Remuneration Paid – As disclosed in Note No. II, clause 20 A & 20 B of
Schedule 16 Personal Guarantee given by one of director for unsecured
loan taken by company
Companies in which company or its directors / relatives of director
have substantial interest
Forfeitures of Warrant application money Nil (Rs. 42,000,000)
Investment in Shares Nil (Rs. 1,200,000)
Share Application Money Pending Allotment Rs. 21,900,000 (Rs. 7,000,000)
Advance recoverable in cash or kind Rs. 566,243 (Rs. 236,403)
11. Segment Reporting: The Company has only one reportable segment
namely Security and Safety.
12. The Company is of the view that there are no indications of
material impairment and the carrying amount of its fixed assets or
where applicable, the cash generating unit to which these assets
belong, do not exceed their recoverable amounts (i.e., the higher of
the assets'' net selling price and value in use). Hence, no impairment
had arisen during the year as per the recommendations of AS 28 -
Impairment of Assets.
13. In respect of Investments other than ZCNA, no provision towards
diminution is considered necessary in the books keeping in view the
fact that the said Investments are of Long Term nature.
14. In the opinion of the Management, the Current Assets and Loans and
Advances as shown in the books are expected to realise at their Book
Values in the normal course of business and adequate provision have
been made in respect of all know liabilities.
15. Certain balances under the heads Sundry Debtors, Loans & Advances,
Sundry Creditors are subject to confirmations from the respective
parties and consequential reconciliation, if any.
16. Employee Stock Option Scheme (ESOS)
In accordance with two ESOS Schemes viz. ESOS 2006 and ESOS 2007 of the
company, the employees of the company and the employees of the
subsidiaries have been offered options as per respective eligible
criteria fixed under the aforesaid schemes. Against each of the above
options, eligible employee is entitled to acquire one equity share of Rs.
10 of the Company at a price mentioned against each series of option.
Against each option 40% can be exercised by the end of first year from
the date of grant of option, 30% can be exercised at the end of second
year from the date of grant of the options and balance 30% can be
exercised at the end of third year from the date of grant of the
options.
Further, pursuant to the transfer of Electronic Security Systems
Business (Sale Business) of the Company, comprising of its two
divisions viz. Building Solutions Group (BSG) and Special Projects
Group (SPG), to Schneider Electric India Pvt. Ltd. (Schneider) vide
Business Transfer Agreement (BTA) dated March 5, 2010; the employees
belonging to the Sale
Business were transferred to Schneider. As a result, all the
unexercised Stock Options granted to such employees lapsed, changing
substantially the status of outstanding Employee Stock Option under
ESOS 2006 and ESOS 2007 of the company.
Further, pursuant to the acquisition of the Retail Security Business
(Sale Business) of Zicom Retail Products Private Limited (ZRPPL)
(wholly owned subsidiary of the Company) vide Business Transfer
Agreement (BTA) dated September 30, 2010; all the employees belonging
to the Sale Business were transferred to the Company. As a result, the
Stock Options granted to employees of ZRPPL under ESOS 2007 are held by
them as employees of the Company.
17. Unsecured loans are secured by personal guarantee of one of the
directors of the Company.
18. Previous Year''s figures have been regrouped and re-arranged,
wherever necessary. |