Mar 31, 2010
1) Scheme of arrangement
Pursuant to the Composite Scheme of Arrangement(the Scheme) under
Section 391 to 394 of the Companies Act, 1956, as approved by the
Honarable High Court of Judicature at Madras vide its Order dated 12th
October, 2007, the Teledata Informatcis Ltd(TDIL) had demerged and
transferred its Technology related business to Teledata Technology
Solutions Limited(TTSL), effective from the appointed dated i.e., 1st
November, 2006. In view of the Order dated 12th October, 2007, the
operations from the appointed date of demerger till the balance sheet
date have resulted in receivable from TDIL is Rs. 105315.26 Thousands.
2) Global Depositary Receipts
b) The difference in unutilised funds is due to forex fluctuations on
reinstatment of deposit account and current account at the year end
foreign exchange rates. Resulting exchange difference araising on
conversion has beed recongnised as loss during the year ended 31st
March, 2010
c) Further to Note No.2(a) above, the company has not filed necessary
forms with Registrar of the Companies for increase in Authorised Share
Capital. However, the management has taken steps to regularise the same
during the current year.
d) Interest Accrued of Rs.9,27,05 not accounted due to reversal of
interest by bank in September, 2010. Taking events occuring after
balance sheet date no interest is accrued for March 10 accounts
3) Secured Loans
i) The Credit facilities of the bankare primarily secured by current
assets of the company
ii) The credit facilities of the bank are further secured by corporate
guarantees of two Body Corporates, collateral of shares pledged of one
Body corporate.
4) Foreign Exchange Transactions
All Monetary items are translated at the year-end foreign exchange
rates, except GDR proceeds kept with Euram Bank fixed deposit account,
Austria. In this case average rate from the date of the GDR Offer
Document i.e 30.01.2010 to the year ended 31.3.10 has been considered,
which resulted in a forex loss of Rs. 17,477.77 thousands
5) Provision for Tax
The loss has resulted in a deferred tax asset of Rs.5201.65 thousands
as follows. This has been not been accounted in view of Prudence as per
accounting standard 22 issued by Institurteof Chartered Accountants of
India. Had this amount been taken loss for the year will decrease by
Rs. 5201.65 thousands and the Deferred tax asset will be created for
Rs. 5201.65 thousands. (The deferred tax asset of Rs. 1768.85 thousands
has not been recognized last year in view of prudence)
6) Employee Benefits
The Company has not adopted Accounting Standard 15, Employee Benefits
(revised 2005), issued by the Institute of Chartered Accountants of
India [the revised AS 15]. The valuation of employee benefits have
been done on actual basis as against the actuarial valuation on
projected unit cost basis. The Company is taking steps to get the
actuarial valuation done.
7)Contigent Liabilities:
(Rs. in thousands)
Particulars of the Company 2009-10 2008-09
Corporate Guarantee given to Teledata
Informatics Ltd 3,100,000 3,100,000
Corporate Guarantee given to Teledata
Marine Solutions Ltd 2,000,000 2,000,000
Corporate Guarantee given to Baytech
Inc B V I,
wholly owned subsidiary of Teledata
Informatics Ltd 3,611,200 4,068,800
TOTAL 8,711,200 9,168,800
8) Net Profit under Sec 349 of the companies Act.
The Company is of the opinion that the computation of net profit under
section 349 of the Companies Act, 1956 is not required to be made as no
commission is paid / payable to the Directors for the year ended 31st
March, 2010.
9)Loan and Dues From /To Related Parties & Associates.
The company has advanced interest free loan to parties covered under
section 301 other than wholly owned subsidiaries. The Company is in the
process of regularization of the same as per the provision of Section
372A of the Companies Act, 1956.
10 Investments/Advances to Subsiadiries:
a) Due from Subsidiaries includes Purchase consideration receivable
from Bitech International LLC, a wholly owned subsidiary for Rs.55658
thousands (PY Rs.48519 thousands, outstanding balance as on 31.3.10
receivable from Bitech is after considering Rs.7139 thousands as gain
on reinstatement)towards transfer of investment in Transworld
Informations Systems Inc., as per agreement dated 27th December, 2007
payable in 3 instalments, 31 st December, 2009 being the final
instalments. Total of the consideration receivable is still due from
the said subsidiary. In this regard, a supplement agreement has been
entered by Teledata Technology Solutions Limited and Bitech
International LLC on 24th December 2009According to which the same is
repayable in three quarterly instalments starting from 24th June,2011.
b) Amount advanced Rs. 17786.60 thousands to Soltius Infotech India
Private Limited, a subsidiary of Bitech International LLC, Dubai, which
is not in operation. But the management is taking necessary steps to
recover the said amount.
11) Segment Reporting-Accounting standard 17
i) Since the Company is engaged in Software consultancy & services,
Primary Segment Information by Business Segment is not applicable
12) In accordance with the notification no. GSR 719 (E) dt 16.11.2007,
issued by the Ministry of Corporate affairs, certain disclosures are
required to be made relating to Micro, Small and Medium enterprises as
defined under the Micro, Small and Medium Development Act, 2006. The
company is in the process of compiling the relevant information from
parties 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, and relied upon by the
auditors, the impact of interest, if any that may be payable in
accordance with the provisions of this act is not expected to be
material.
13) The Company is taking necessary steps for the allotment of shares
in subsidiary companies which is pending over the years asSAMPA-Bitech
14) Balances in sundry debtors, loans and advances and other current
assets are subject to confirmation. The company had initiated the
process of obtaining of confirmations during the year and partially
obtained confirmations from third parties for the balances at the end
of the year. In the opinion of the management the balances outstanding
are good and recoverable and no provision is required in respect of the
same.
15) Previous year figures have been regrouped or reclassified wherever
considered necessary to bring them in line with current yearfigures.
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