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Religare Technova Global Solutions

BSE: 530619|ISIN: INE603B01029|SECTOR: Computers - Software Medium & Small
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Religare Technova Global Solutions is not traded in the last 30 days
Religare Technova Global Solutions is not listed on NSE
Mar 08
Notes to Accounts Year End : Mar '09
1) Acquisition of Olive Rays Innovations Private Limited
 
 The company has entered into an agreement dated December 31, 2008
 (effective from January 01, 2009) with the shareholders of OliveRays
 Innovations Private Limited (OliveRays) to acquire the entire issued
 capital of OliveRays for a consideration of Rs.3. Consequently with
 effect from January 01, 2009 OliveRays has become a wholly owned
 subsidiary of the Company.
 
 OliveRays caters to the needs of the broking, Investment Banking and
 Fund Management segment by providing software for client relationships,
 Internal workflow and documentation.
 
 2) Composite Scheme of Arrangement
 
 A Scheme of Arrangement under Section 391 to 394 of the Companies Act,
 1956 (the Scheme) with regard to merger of Regius Infotech Private
 Limited (RIPL /Transferor Company) with Asian CERC Information
 Technology Limited (ACRC / Transferee Company) now renamed as
 Religare Technova Global Solutions Limited was sanctioned by the
 Honble High Court of Delhi on August 18, 2008. Upon filing of
 Certified copy of the High Court Order with the Registrar of Companies,
 the scheme had become effective on October 1, 2008. Consequently in
 terms of the Scheme:
 
 a) The amalgamation of the transferor company with the transferee
 company took effect from January 1, 2008, being the Merger Appointed
 Date.
 
 b) The transferor company has been dissolved without undergoing the
 process of winding up.
 
 c) October 3, 2008 was fixed as the Record Date for determining the
 shareholders of the transferor company who will be eligible for the
 shares of the transferee company as per the ratios specified in the
 scheme. The Company has issued 10,000,000 Equity Shares of Rs.5 each
 fully paid up in this regard. The Company has received listing and
 trading approval of aforesaid shares with effect from October 21, 2008
 from the Bombay Stock Exchange Limited where the existing equity shares
 of the company are presently listed. Consequently, there has been an
 increase in the paid up share capital of the transferee company by
 Rs.50,000,000 pursuant to allotment of 10,000,000 Equity Shares of Rs.
 5 each which have been allotted vide Board Resolution dated October 03,
 2008 passed through circulation.
 
 d) In consideration for the Merger, ACRC has allotted to the equity
 shareholders of the RIPL, 10 equity shares of Rs.5 each credited as
 fully paid up, of ACRC for every 18 equity shares of Rs.10 each fully
 paid up held in RIPL. Further, the Authorised Share Capital of the
 Company stood increased from Rs. 75,000,000 to Rs.  275,000,000 upon
 the said scheme of merger being effective, in terms of para 9 (a) of
 the Scheme.
 
 e) With effect from January 1, 2008 being the Merger Appointed Date,
 inter alia, the entire business and whole of the undertaking of the
 transferor company, including all debts, liabilities, duties and
 obligations and all properties and assets have been transferred and
 vested in the transferee company.
 
 f) RIPL was a wholly owned subsidiary of Religare Technova Limited
 (formerly Fortis Financial Services Limited), a public listed company.
 RIPL had 100 % stake in Regius Overseas Holding Company Limited,
 Mauritius which holds 76 % interest in Capital Market Solutions Pty Ltd
 (now renamed as Religare Technova Global Solutions Pty Limited),
 Australia (CMS). RIPL through its step down subsidiaries carried on the
 business of providing software and related services to the Financial
 Services Industry, primarily to stock brokers, investment banks and
 asset managers and has suite of products providing back office
 solutions.
 
 3) Accounting for Amalgamation
 
 The amalgamation of Transferor Company with the Company is accounted on
 the basis of the Pooling of Interest Method as envisaged in the
 Accounting Standard (AS) -14 on Accounting for Amalgamations issued
 under section 211(3C) of the Companies Act, 1956 and in terms of the
 Scheme, as below:
 
 i) All the said Assets and Liabilities recorded in the books of the
 RIPL is transferred to and vested with ACRC pursuant to the Scheme and
 is recorded by ACRC at their carrying amount as appearing in the books
 of the RIPL.
 
 ii) An amount equal to the balance lying in the Profit and Loss
 Account as appearing in the balance sheet of the RIPL is taken over by
 ACRC and included in its Profit and Loss Account
 
 4) Contingent Liability                           (Amount in Rs.)
 
 Particulars                                  2009        2008
 
 Outstanding Bank Guarantee             150,339,366    300,054,000
 
 Includes Rs. 150,285,366 (2008: Rs. 300,000,000) pertaining to bank
 guarantee given on behalf of Regius Overseas Holding Company Limited
 (fully owned subsidiary) for settlement of liabilities in relation to
 the share sale agreement executed with the erstwhile shareholders of
 Religare Technova Global Solutions Pty Ltd (formerly Capital market
 Solutions Pty Ltd).
 
 5) Capital Commitments:
 
 Estimated amount of contracts remaining on capital account and not
 provided for (net of advances) Rs. 7,500,000 (2008: Rs. 347,688).
 
 6) Options on un-issued Share Capital:
 
 Options outstanding at the year end include 10,200 (2008: 89,400)
 equity shares of Rs. 5 each that could be subscribed by the
 beneficiaries of the Employee Stock Option Scheme at par value.
 
 7) Employee Benefits
 
 The company has determined the liability for leave encashment,
 compensated absences and gratuity in accordance with the revised AS 15.
 
 8) Quantitative Information
 
 The Company is engaged in developing of computer software and
 information database. Information with regard to certain other matters
 specified in paragraphs 3, 4C and 4D of Part II to Schedule VI of the
 Companies Act, 1956 are not applicable to the Company for the period
 covered by these financial statements.
 
 9) Segment Reporting
 
 i) Primary Segment  Business Segments:
 
 The Companys primary business segments are identified as those
 relating to Trading Solutions (including customization, installation
 and support services) and Information Services Division
 (subscription/data content feed).
 
 Segments have been identified in line with the Accounting Standard on
 Segment Reporting (AS-17), taking into account the organization
 structure as well as the differential risks and returns of these
 segments.
 
 Segment revenue, results and capital employed figures include the
 respective amounts identifiable to each of the segments and also
 amounts allocated on a reasonable basis. Other unallocable expenditure
 includes expenses incurred on common services provided to the segments
 which are not directly identifiable to the individual segments as well
 as expenses incurred at a corporate level which relate to the Company
 as a whole.
 
 10) Related party disclosures under Accounting Standard 18 i) Related
 party relationships
 
 a) Key Management Personnel:
 
 Mr. Sanjay Padode  -  Managing Director
 
 Mr. Sudhanshu Varma - Whole-time Director (Resigned with effect from
                       December 31, 2008)
 
 b) Relatives of Key Management Personnel: Mr. V. B. Padode
 
 c) Entities in which Key Management Personnel/Directors have
 substantial interest/significant influence:
 
 (i)    Ramdeo Media Limited
 (ii)   Religare Travels (India) Limited
 (iii)  Religare Securities Limited
 (iv)   Religare Enterprises Limited
 (v)    Religare Finvest Limited
 (vi)   Religare Commodities Limited
 (vii)  Religare Voyages Limited
 (viii) Religare Hichens Harisson Plc
 (ix)   Ran Air Services Limited
 
 d) Holding Company.
 
 Religare Technova Limited, (erstwhile Fortis Financial Services
 Limited)
 
 11) During the year 2007-08 the Company had instituted a Public Deposit
 scheme under the Companies (Acceptance of Deposits) Rules, 1975. The
 period of deposits is one year and is renewable. Total amount raised
 through public deposit amounts to Rs. 24,925,000 (2008:31,375,000). Out
 of the previous year deposit balance Rs. 16,725,000 has been repaid as
 on year end date.
 
 12) Certain confirmation of balances from Sundry Debtors is awaited.
 Adjustment for differences, if any, arising out of such
 confirmations/reconciliations would be made in the accounts on receipt
 of such confirmations and reconciliation thereof.  The Management is of
 the opinion that the impact of adjustments, if any, is not likely to be
 significant. In the opinion of the management, all debtors and loans &
 advances would be realized at the values at which these are stated in
 the accounts, in the ordinary course of business.
 
 13) The management has circularized letters for identifying Companies
 which would qualify under the definition of micro and small
 enterprises, as defined under Micro, Small and Medium Enterprises
 Development Act, 2006. No disclosures have been made as there has been
 no response to the letters circularized. The management does not
 envisage any material impact on the financials in this regard.
 
 14) Capital work in progress Rs. 21,870,468 includes costs incurred on
 internally generated software in the development stage of the product.
 These costs will be capitalized as intangibles on completion of product
 development.
 
 15) The company has applied for the approval from the Government of
 India under section 212(8) of the Companies Act, 1956 whereby the
 provisions contained in sub-section (1) of section 212 shall not apply
 in respect of the balance sheet etc., of the subsidiaries for the
 financial year ended March 31, 2009.
 
 16) Regius Overseas Holding Company Limited (ROHCL) (a company
 incorporated under laws of Republic of Mauritius) , a wholly owned
 subsidiary of the Company pursuant to the option available in the share
 sale agreement, has on June 04, 2009 acquired 72,000 Equity Shares
 constituting 24% of total paid up capital of M/s Religare Technova
 Global Solutions Pty Limited (Formerly Capital Market Solutions Pty
 Ltd, a company incorporated under laws of Australia). Pursuant to said
 acquisition, Religare Technova Global Solutions Pty Limited, has became
 a wholly owned subsidiary of ROHCL and consequently a wholly owned
 subsidiary of the Company w.e.f. June 04, 2009.
 
 17) The Board of Directors of the Company had vide its resolution dated
 April 17, 2009, approved the proposal of merger of the Company with M/s
 Religare Technova Limited, the Holding Company. The Board vide same
 resolution, constituted a Restructuring Committee, to prepare,
 finalize and submit the proposed merger scheme and other application /
 petition etc., with the requisite authority(ies).
 
 18) As per the policy, considering the current economic and market
 conditions, the Company has tested its assets for impairment.  Based on
 its internal evaluation of recoverable value of its assets as against
 the carrying value of assets as on the balance sheet date, management
 estimated that the internally generated softwares have been impaired to
 the extent of Rs.  20,000,000. Accordingly, necessary provision has
 been made in the books of accounts for the estimated impairment.
 
 19) Due to the depressed market conditions arising out of the global
 financial crisis which has significantly resulted in reduced spending
 of the companys customers in the financial services industry. The
 company saw delays and cancellation of some of the new projects for
 some of its clients, which has resulted in losses in the company. The
 company has already initiated various internal restructuring measures
 and trying to bring in organizational synergies in the groups
 operations in India. The company also continues to focus on its
 internally developed products and products portfolio and the
 integration of solutions which will generate significant revenues in
 future. The management has also initiated the process of merging the
 company with the holding company (Religare Technova Limited) in the
 ensuing financial year. Taking into account the growth of business in
 the future years, proposed restructuring and commitments by the
 companys holding company i.e. Religare Technova Limited and the
 promoter group of the holding company to subscribe to additional
 capital if required and to honour its obligations as and when they fall
 due in the near future, the financial statements have been prepared
 under going concern basis.
 
 20) The Company holds long term investments in Regius Overseas Holding
 Company Limited,(ROHCL) a wholly owned subsidiary, amounting to
 Rs.137,396,857 in form of equity and advances/interest accrued of
 Rs.449,032,804 as on March 31, 2009. The above investment has been
 considered as long term and valued at cost as on March 31, 2009.  ROHCL
 has suffered operating losses of AUD 1,589,856 equivalent to Rs.
 57,843,333 during the year ended on March 31, 2009. Management is
 confident that the business plan drawn up by the subsidiary for the
 forthcoming year will result in an improvement in its networth and
 facilitate the recovery of sums outstanding. Hence, no provision in
 Investment has been made in the accounts for the year ended on March
 31, 2009.
 
 21) The financial statements of the Company for the previous year ended
 March 31, 2008 include the three months transactions of Regius 
 Private Limited (merged with effect from January 1, 2008). Accordingly,
 figures for the previous year ended March 31, 2008 are not comparable
 as the current year figures include the transactions of the combined
 entity for the full financial year.
Source : Dion Global Solutions Limited
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