1. Estimated amount of contract remaining to be executed on capital
account and not provided for Rs. Nil ( Rs. Nil).
2. Contingent liabilities
(a) The company has given a corporate guarantee to SBI, Frankfurt, on
behalf of Zylog BV Limited to the extent ofRs. 24 crores.
(b) The company has given a corporate guarantee to ICICI Bank, Canada
on behalf of Zylog Systems (Canada) Limited to the extent of Rs.140
crores.
(c) The company has given a corporate guarantee to ANDHRA Bank on
behalf of Zylog Systems (India) Limited to the extent ofRs. 75 Crores.
(d) The assessments of the company for income tax have resulted in
demands being raised on the company against which the company is in
appeals at different appellate authorities. The disputed amount of
income tax for various assessment years is Rs. 14.17 crores (Rs. 14.27
crores) together with unspecified amount of interest etc. Assessments
are pending from the assessment year 2009-10 onwards.
(e) Please refer note No:3 for the guaranteed amount ofRs. 19,14,33,675/-
3. The company acquired the business of Brainhunter Inc. and its
wholly owned subsidiaries located in Canada in the year 2009-10 through
its Canadian subsidiary Zylog Systems (Canada) Ltd. by a Court approved
Companies'' Creditors Arrangement Act.
The consideration for acquisition includes a scheme satisfying the note
holders who were owed sums aggregating to Canadian $ 10,249,262 by
Zylog Systems (Canada) Ltd. issuing notes (The Affiliate Notes) which
would eventually be taken over by Zylog Systems Ltd. by an issue of
notes (Zylog Notes) replacing the Affiliate Notes. Accordingly, Zylog
Systems Ltd. undertook to take over the satisfaction of the liability
by granting the note holders an option for being allotted shares in
Zylog Systems Ltd. at a price of 991 subject to the approval of the
shareholders and regulatory authorities on the Due Date which would
fall after the end of the accounting year 2009-10.This would increase
the equity capital of the company by 4,56,049 equity shares. If the
notes were not converted into shares, Zylog Systems Ltd. will redeem
the notes at 40% of the principle amount of Canadian $ 10,249,262.
As on 31st March 2010, Zylog Systems Ltd. had guaranteed the note
holders the full payment required under the terms of the Affiliate
Notes whereby a put option had been given to the note holders for
settlement in cash of Canadian $ 10,249,262 at 40% of the amount.
As of 31st March 2011 while the position had remained unchanged,
subsequent to the end of the year, the note holders have opted to be
paid in cash 40% of amount viz. Canadian $ 4,099,705 equivalent to Rs.
19,14,33,675/- .
10. Since the company operates in IT Services, there are no other
business segments. However around 98% of the revenue accrue in US and
consequently there are no other reportable geographical segments.
4. Leases:
1. Asset acquired under financial lease during the period:
a) Net carrying amount of assets taken on financial lease as on
31/03/2011 Rs.14,80,15,094/-(PY Rs.16,09,45,097/-).
b) Out of the total lease payments ofRs. 8,66,84,411/- (PY Rs.
3,45,54,274/-), lease charges amounts to Rs.1,78,88,554/- (PY Rs.
88,74,257/-) and the reduction in principal amounts to Rs. 6,87,95,857/-
(PY Rs. 2,56,80,017/-).
5. The company has acquired various businesses during the financial
years ended 31st March 2003, 31st March 2006,31st March 2008, and 31st
March 2009.The assets acquired in these business comprise various
resources such as human resources, client lists and other related
benefits and also undertakings by the promoters of the vendors of these
businesses not to engage in any business with clients taken over for a
specified period of time.
The total amount invested in acquiring these businesses is
Rs.621,204,848.The company has adopted the policy of amortizing this
amount over a period of 5 years. Accordingly, the company has amortized
a sum of Rs.9,34,32,185/- in the year under review (previous year Rs.107,
297,170).
6. The company is engaged in the business of software development &
services, maintenance and consultancy. 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 3,4C and 4D of part II of
schedule VI to the Companies Act, 1956.
7. Income tax is provided after taking into account deductions
available under Chapter III of the Income Tax Act, 1961, the Minimum
Alternate Tax as prescribed by section 115JB of the Income Tax Act,
1961 and the foreign taxes paid which are available for set off under
the relevant Double Taxation Avoidance Agreements.
8. Loans and Advances include unbilled revenue ofRs. 8157.32 lakhs (Rs.
6792.80 lakhs) recognized in relation to efforts incurred on various
contracts until the balance sheet date.
9. Amounts due to Small Scale Industries under Current Liabilities is
based on the information available with the company regarding the
status of the suppliers as defined under the Micro, Small and Medium
Enterprises Development Act, 2006. Amounts overdue as on 31st March
2011 to Micro, Small and Medium Enterprises on account of principal and
interest is Rs. Nil ( Rs. Nil).
10. Figures have been rounded off to the nearest rupee. Previous
years'' figures are shown in parenthesis and have been regrouped, recast
wherever necessary to conform to the current year''s classification. |