b) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''''s residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder are in proportion to its share of the paid-up equity capital of the Company.
During the year ended 31 March 2016, the Company has proposed final dividend of '''' 3 per equity shares (31 March 2015: '''' 3). The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting.
On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
c) Particulars of shareholders holding more than 5% of equity shares
d) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the year-end
I) During the year ended 31 March 2015 , 1,506,120 equity shares of '''' 10 each have been allotted as fully paid-up shares to the erstwhile shareholders of Intel visions Software Limited (''''Intel visions'''') pursuant to the merger of Intel visions with the Company effective 1 April
2014. (refer Note 41)
ii) During the year ended 31 March 2014, 400,000 equity shares of Rs. 10 each have been allotted as fully paid-up shares to the erstwhile shareholders of Seeinfobiz Private Limited (''''Seeinfobiz'''') pursuant to the merger of Seeinfobiz with the Company effective 1 April 2012.
iii) In terms of the agreement entered into by Aurionpro Solutions Inc, USA (a subsidiary of the Company) with Virat Inc. for purchase of certain business assets of Virat Inc. during the year ended 31 March 2014, 100,000 equity shares of '''' 10 each of the Company have been allotted as fully paid-up shares to the shareholders of Virat Inc.
iv) During the year ended 31 March 2012, 1,081,961 equity shares were issued to the shareholder of Kairoleaf Analytics Private Limited on account of amalgamation of Kairoleaf Analytics Private Limited with the Company.
e) Shares reserved for issue under options:
I) under employee stock option scheme, 2008, Nil (31 March 2015: 945,951) number of shares are reserved for employees for issue amounting to Rs. Nil (31 March 2015: Rs. 94.60). This scheme has been withdrawn during the year.
ii) Under employee stock option scheme, 2010, 750,000 (31 March 2015: 750,000) number of shares is reserved for employees for issue amounting to Rs. Nil (31 March 2015: Rs. 75.00). For other terms and conditions, refer Note
1.
iii) 1,240,000 equity shares (31 March 2015: Nil) of face value of Rs. 10 each are reserved towards share warrants of the Company. (Refer Note 45)
2. Reserves and surplus
a) Term loan from State Bank of India carries an interest rate of Base Rate 3.60% per annum. This facility is secured by pari-passu hypothecation charge on entire receivables and stock in process (SIP) of the Company with Axis Bank Limited. This is also secured by the following:
- First charge on the Company''''s computers and furniture and fixtures;
- Pledge of 6.9 lakhs (31 March 2015: 6.9 lakhs) equity shares of the Company held by the promoters;
- Pledge of 0.60 lakhs (31 March 2015: 0.60 lakhs) equity shares of Arshiya International Limited held by the promoters;
- Hypothecation of the properties owned by the promoters;
- Pledge of 190,520 shares of a company purchased out of bank finance i.e. SPS Corp. USA (now merged with Aurionpro Solutions Inc. USA) and 210,631 shares of Aurionpro Solutions Inc. USA. However, with effect from 27 March 2015, charges on these shares have been released by State Bank of India.
Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and personal guarantees of promoters and their relatives is also provided.
Corporate guarantee of Aurionpro Solutions Inc. USA was also provided. However, with effect from 27 March 2015, this charge has been released by State Bank of India.
b) Term loan from HDFC Bank Limited carries an interest rate of Base Rate 1% per annum and is repayable in 84 EMI of Rs. 8.56. This facility is secured by way of Equitable Mortgage on the underlying premises against which the loan has been taken.
c) Term loan from Reliance Capital Limited carries an interest rate of 14% per annum and is repayable in 18 EMI of Rs.61.92. The facility is secured by rent receivables on the OptiQ machines leased to State Bank of India. Hypothecation of assets is under process as on reporting date.
d) Term loan from Relegate Finevest Limited carried an interest rate of 19.26% per annum and was repayable in 24 EMI of Rs. 2.12.This facility was repaid during the year.
e) Term loan from Tata Capital Financial Services Limited carries an interest rate of 18.59% per annum and is repayable in 18 EMI of Rs. 2.57.
a) Cash credit facility from Axis Bank Limited is repayable on demand with an interest rate of Base Rate 3.50% per annum. This facility is secured by first charge on entire current assets of the Company both, present and future. This is also secured by second charge on entire fixed assets of the Company, both, present and future. Personal guarantee of Managing Director and other Directors of the Company have also been provided.
b) Cash credit facility from State Bank of India is repayable on demand with an interest rate of Base Rate 2.75% per annum. Stand by letter of credit facility from State Bank of India is repayable within a maximum period of 3 months from the date of issue with an interest of Base Rate 3.75% per annum. These facilities are secured by pari-passu hypothecation charge on entire receivables and stock in process (SIP) of the Company. These are also secured by the following:
- First charge on the Company''''s computers and furniture and fixtures;
- Pledge of 6.9 lakhs (31 March 2015: 6.9 lakhs) equity shares of the Company held by the promoters;
- Pledge of 0.60 lakhs (31 March 2015: 0.60 lakhs) equity shares of Arshiya International Limited held by the promoters;
- Pledge of 190,520 shares of a company purchased out of bank finance i.e. SPS Corp. USA (now merged with Aurionpro Solutions Inc. USA) and 210,631 shares of Aurionpro Solutions Inc. USA. However, with effect from 27 March 2015, charges on these shares have been released by State Bank of India.
- Hypothecation of the properties owned by the promoters
Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and personal guarantees of promoters and their relatives have also been provided.
Corporate guarantee of Aurionpro Solutions Inc. USA was also provided. However, with effect from 27 March 2015, this charge has been released by State Bank of India.
c) Term loan from Bajaj Finance Limited carried an interest rate of 19.5% per annum and was repayable in 12 EMI of Rs. 2.86. This facility has been repaid during the year.
d) Loans and advances from related parties are interest free and repayable on demand.
e) The Company has taken ICD during earlier years which carried an interest rate of 21 %. This ICD was repayable on demand and has been repaid during the year.
* The Company has leased out Plant and machinery for a period of 1-3 years. The lease rental income recognized in the Statement of Profit and Loss is Rs. 2,142.48, (31 March 2015: Rs. 598.28). The gross value of assets leased out is Rs. 3,570.67 (31 March 2015: Rs. 1,308.54). Accumulated depreciation of the assets leased out is Rs. 742.13 (31 March 2015: Rs. 495.75). The depreciation recognized in the Statement of Profit and Loss for the assets leased out during the year is Rs. 369.94 (31 March 2015: Rs. 177.28)
** In accordance with Schedule II of the Companies Act, 2013, the Company had reassessed the estimated useful life of certain class of assets through technical evaluation and internal assessment during the previous year. The reassessed estimated useful life was different than the existing useful life of the assets used by the Company for the purpose of depreciation. Consequently, depreciation charge for the year ended 31 March 2015 was higher by Rs. 279.20 due to change in the estimated useful life of tangible fixed assets. Further, an amount of Rs. 69.75 (net of deferred tax) had been adjusted against the opening balance of Retained earnings, in respect of the residual value of assets wherein the remaining useful life had become Nil''''.
Plant and Machinery deductions include gross block of Rs. 251.94 (WDV Rs 131.74) being reclassified as asset held for sale and disclosed as ''''Assets held for sale'''' under Other current assets at value of Rs. 54.34 (refer Note 22).
* Current portion of long-term investments disclosed under "Current investments" (refer Note 17)
* Amount disclosed under "Short-term loans and advances" (refer Note 21)
Note a: Trade receivables include Rs. 3,060.29 (31 March 2015: Rs. 1,398.60) due from subsidiaries
Note b: Trade receivables (unsecured, considered good) include Rs. 3,016.71 (31 March 2015: Rs. 1,185.50) due from private companies in which director of the company is a director.
* The Company can utilize these balances only towards settlement of unclaimed dividend
* Net of reimbursement of expenses recovered from subsidiaries Rs. 71.58 (31 March 2015: Rs. 46.49)
Note: The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability, where applicable in its financial statements. The Company''''s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect of the Company''''s results of operations or financial condition.
3. Dues to Micro and Small Enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to dues to Micro and Small enterprises.
On the basis of the information and records available with the Company, the following disclosures are made for the amounts due to the Micro and Small enterprises:
* excluding ESOP, gratuity and compensated absences
*Amount not disclosed as it is less than 10%
Note
4. Stand By Letter of Credit given by the Company on behalf of the subsidiaries to Axis Bank Limited Rs. 3,850.16 (31 March 2015: Rs. 3,950.35).
5. Facilities from State Bank of India are secured by pledge of equity shares, hypothecation of the properties and personal guarantees of Amit Sheth. This facility is also secured by pledge of shares and corporate guarantee of Aurionpro Solutions Pte. Limited, Singapore. During the previous year, corporate guarantee of Aurionpro Solutions Inc. USA was also provided.
6. Cash credit facility from Axis Bank Limited is secured by personal guarantee of Amit Sheth.
7. Segment reporting
Disclosure of segment reporting as per the requirements of Account Standard (AS) 17 "Segment Reporting" is reported in the consolidated financial statements of the Company. Therefore, the same has not been separately disclosed in the standalone financial statements in line with the requirements of AS - 17. (refer Note 33 of the consolidated financial statements).
8. A) Disclosures as per Regulations 34(3) read with Schedule V of the Listing Obligations and Disclosure Requirements Regulations, 2015 entered into with the Stock Exchanges:
Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:
b) Disclosure as per Section 186 of the Companies Act, 2013:
The details of loans, guarantees and investments under section 186 of the companies Act, 2013 read with the companies Rules, 2014 are as follows.
9) Details of investment made are given in Note 14.
10) The Company has not issued any guarantees in accordance with Section 186 of the Act read with rules issued there under other than those disclosed in sub-note (1) of Note 33.
11. Leases Operating leases as lessee
The Company has taken a commercial property on non-cancellable operating lease. The lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period. There are no exceptional/restrictive covenants in the lease agreements. The future minimum lease payments in respect of lease property as at 31 March 2016 are as follows:
Rent expense for all operating leases for the year ended 31 March 2016 aggregate Rs. 696.80 (31 March 2015: Rs. 632.58) Operating leases as less or
The Company has given equipments on non-cancellable operating lease. The future minimum lease rental receivable as at 31 March 2016 is as follows:
Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to provident fund, ESIC and other funds for the year aggregated to Rs. 302.62 (31 March 2015: Rs. 241.19).
Defined benefit plans
The Company has a scheme for payment of gratuity to all its employees as per the provisions of the Payment of Gratuity Act, 1972. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a funded plan.
The following table summarizes the principal assumptions used for defined benefit obligation and related disclosures:
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.
The Company continues to fund to the trust in next year by reimbursing the actual pay-outs.
Compensated leave absences recognized in the Statement of Profit and Loss is Rs. 0.68 (31 March 2015: reversal of charge by Rs. 51.77).
12. Amalgamation of Intel visions Software Limited
Pursuant to the Scheme of Amalgamation (hereinafter referred to as "Scheme"), as on and from 1 April 2014, being the appointed date pursuant to the approval of Board of Directors and shareholders of the Company and sanctioned by the Honorable High Court of Bombay vide its order dated 30 January 2015 which was filed with Registrar of Companies on 12 March 2015, Intel visions Software Limited (hereinafter referred to as ''''Intel visions''''), a company engaged in the forefront of the self service industry and over last few years has developed an unrivalled range of customer touch points. Intel visions product offerings include Queue Management Systems, Digital Signage Solutions, Customer Feedback Systems and Self Service Kiosks for a wide range of functions including Cash and Cheque Deposit Automation, e-Governance Kiosks equipped with a variety of peripherals was amalgamated into the Company.
The Company carried out the accounting treatment prescribed in the Scheme as approved by the Honorable High Court of Bombay. The required disclosures for accounting of scheme as per the ''''Pooling of Interest Method'''' as given under Accounting Standard 14 (AS 14) ''''Accounting for Amalgamations'''' as prescribed under the Companies (Accounts) Rules, 2014 was provided.
Hence, in accordance with the Scheme:
a) The Company took over all the assets aggregating to Rs. 4,574.47 and liabilities aggregating to Rs. 860.95 at their respective book values. Also, as per the Scheme, the identity of reserves of Intel visions aggregating to Rs. 2,572.54 was required to be maintained by the Company as on the appointed date;
b) Pursuant to Scheme, the Company issued and allotted 33 equity shares of face value of Rs. 10 each, fully paid-up to the Shareholders of Intel visions for every 250 equity share of face value of Rs. 10 each, fully paid-up held by the Shareholders of Intel visions. Accordingly, 1,506,120 equity shares of face value of Rs. 10 each, fully paid-up was issued and allotted to the Shareholders of Intel visions. As per the Scheme, approved by the Honorable High Court of Bombay, such excess consideration paid over the net assets acquired amounting to Rs. 990.37, was required to be credited to the "Capital reserves" of the Company ;
c) The financial results for the year ended 31 March 2015 included the income and expenses of Intel visions;
d) As at 31 March 2014, the accumulated retained earnings (surplus in the Statement of Profit and Loss) amounting to Rs. 749.83, Capital reserves amounting to Rs. 46.43, Securities premium reserves amounting to Rs. 1,647.64 and General reserves amounting to Rs. 128.64 was aggregated with the corresponding balance of the Company as at that date respectively;
e) Pursuant to the Scheme, the Company aligned the accounting policies of Intel visions. Consequent to this alignment of accounting policies, Rs. 22.57 was debited to the General reserve as per the accounting treatment mentioned in the Scheme; and
f) Further, for the year ended 31 March 2015, as Intel visions carried on its existing business in trust for and on behalf of the Company, all vouchers, documents, etc. for the year ended 31 March 2015 were in the name of Intel visions. The title deeds, licenses, agreements, loan documents etc., were being transferred in the name of the Company.
In terms of the Scheme, assets and liabilities acquired were as under:
* Nil when converted into Lakhs
13. Employee Stock Option Scheme (ESOS) Employee stock option scheme 2010 (''''ESOS - 2010'''')
In August 2010, the Board of the Company approved the ASL Employee Stock Option Scheme 2010 (''''ESOS - 2010''''), which covers the employees and directors (except Promoter Director) of the Company including its subsidiaries. The Scheme is administered and supervised by the Compensation Committee (the "Committee").
As per the Scheme, the Committee issued stock options to the employees at an exercise price which was the market price i.e. the latest available closing price prior to the date of the grant as quoted on National Stock Exchange of India Limited or as determined by the Committee and payable by the grantee for exercising the option granted to them in pursuance of ESOS, but in any case the exercise price was not less than Rs. 90 per option.
As per scheme these options vested in tranches over a period of three years as follows:
* The period is less than one month.
The Company applies the intrinsic value based method of accounting for determining compensation cost for its stock- based compensation plan. Had the compensation cost been determined using the fair value approach, the Company''''s net income and basic and diluted earnings per share as reported would have reduced to the preformed amounts as indicated:
14. Issue of Preferential Shares:
1. During the year, the Company has made allotment of share warrants and fully paid up equity shares on cash basis to Promoter and No promoter group details of which are as follows:
a) On 15 October 2015, the Company has allotted 740,000 share warrants and 800,000 fully paid up equity shares having a nominal value of Rs. 10 each at a premium of Rs. 210 per share; and
b) On 27 October 2015, the Company has allotted 500,000 share warrants and 1,295,983 fully paid up equity shares having a nominal value of Rs. 10 each at a premium of Rs. 210 per share.
15. Corporate Social responsibility
As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The Company has also framed CSR policy based on the provisions of CSR Rules, 2014. During the year under review, as a part of CSR initiatives, the Company has contributed to a registered trust undertaking CSR activities so as to serve students in rural and semi-rural areas with facility to educate themselves in technical and other basic education with emphasis on educating backward class, scheduled class and orphaned students. The said contribution is in compliance with the CSR policy, provisions of Companies Act, 2013 read with Schedule VII and CSR Rules, 2014. The Company does not carry any provisions for Corporate Social responsibility expenses for current year and previous year.
16. The Management is in the process of identifying and appointing a Chief Financial Officer as required under Section 203 of the Companies Act, 2013.
17. Other information
Information with regards to other matters specified in Schedule III of the Act is either Nil or not applicable to the Company for the year.
18. Previous year''''s figures have been regrouped or reclassified wherever necessary to conform to the current year''''s presentation.
1. Background
Aurionpro Solutions Limited (''Aurionpro'' or ''the Company1) was
incorporated on 31 October 1997 as a private limited company under the
Companies Act, 1956. The Company was converted into public limited
company with effect from 9 March 2005. The Company is engaged in the
business of providing solutions in corporate banking, treasury, fraud
prevention and risk management, internet banking, governance and
compliance. The Company is a leading provider of intellectual property
led Information Technology solutions for the banking and financial
service insurance segments.
The Company also provides self-service technologies which enables
financial institutions, utilities, telecom and government organizations
to migrate, automate and manage customer facing business process to
self-service channels.
The Hon''ble High Court of Judicature at Bombay has approved the Scheme
of Amalgamation ("the Scheme") of Intellvisions Software Limited
("ISL") with the Company vide its order dated 30 January 2015. The
scheme became effective on 12 March 2015 with the appointed date on 1
April 2014. (refer note 41)
The list of subsidiary companies, controlled directly or indirectly by
the Company with percentage holding is summarised below.
b) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all
equity shares rank equally with regard to dividends and share in the
Company''s residual assets. The equity shareholders are entitled to
receive dividend as declared from time to time. The voting rights of an
equity shareholder are in proportion to its share of the paid-up equity
capital of the Company.
During the year ended 31 March 2015, the Company has proposed final
dividend of Rs. 3 per equity shares (31 March 2014 : Rs. 2). The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders at the ensuing Annual General Meeting.
On winding up of the Company, the holders of equity shares will be
entitled to receive the residual assets of the Company, remaining after
distribution of all preferential amounts in proportion to the number of
equity shares held.
d) Aggregate number of shares issued for consideration other than cash
during the period of five years immediately preceeding the year-end
i) 1,506,120 (31 March 2014 : Nil) equity shares of Rs. 10 each have been
allotted as fully paid-up shares to the erstwhile shareholders of
Intellvisions Software Limited (''Intellvisions'') pursuant to the merger
of Intellvisions with the Company effective 1 April 2014. (refer Note
41)
ii) Nil (31 March 2014 : 400,000) equity shares of Rs. 10 each have been
allotted as fully paid-up shares to the erstwhile shareholders of
Seeinfobiz Private Limited (''Seeinfobiz'') pursuant to the merger of
Seeinfobiz with the Company effective 1 April 2012.
iii) In terms of the agreement entered into by Aurionpro Solutions Inc,
USA (a subsidiary of the Company) with Virat Inc. for purchase of
certain business assets of Virat Inc., Nil (31 March 2014: 100,000)
equity shares of Rs. 10 each of the Company have been allotted as fully
paid-up shares to the shareholders of Virat Inc.
iv) During the year ended 31 March 2012, 1,081,961 equity shares were
issued to the shareholder of Kairoleaf Analytics Private Limited on
account of amalgamation of Kairoleaf Analytics Private Limited with the
Company.
e) Shares reserved for issue under options:
Under employee stock option scheme, 2008, 945,951 (31 March 2014:
945,951) number of shares are reserved for employees for issue
amounting to Rs. 94.60 (31 March 2014: Rs. 94.60). For other terms and
conditions, refer Note 44.
Under employee stock option scheme, 2010, 750,000 (31 March 2014:
1,000,000) number of shares are reserved for employees for issue
amounting to Rs. 75.00 (31 March 2014: Rs. 100.00). For other terms and
conditions, refer Note 44.
2. Long-term borrowings
a. Term loan from State Bank of India carried an interest rate of Base
Rate 2.20% per annum. This facility was repaid during the year. This
facility was secured by pari-passu hypothecation charge on entire
receivables and stock in process (SIP) of the Company. This was also
secured by the following:
- First charge on the Company''s computers and furniture and fixtures;
- Pledge of 6.9 lakhs (31 March 2014: 6 lakhs) equity shares of the
Company held by the promoters;
- Pledge of 0.60 lakhs (31 March 2014: Nil) equity shares of Arshiya
International Limited held by the promoters;
- Hypothecation of the properties owned by the promoters;
- Pledge of 190,520 shares of a company purchased out of bank finance
i.e. SPS Corp. USA(now merged with Aurionpro Solutions Inc. USA) and
210,631 shares of Aurionpro Solutions Inc. USA. However, with effect
from 27 March 2015, charges on these shares have been released by State
Bank of India.
Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and
personal guarantees of promoters and their relatives was also provided.
Corporate guarantee of Aurionpro Solutions Inc. USA was also provided.
However, with effect from 27 March 2015, this charge has been released
by State Bank of India.
b. Term loan from HDFC Bank Limited carries an interest rate of Base
Rate 1% per annum and is repayable in 84 EMI of Rs. 8.56. This facility
is secured by way of Equitable Mortage on the underlying premises
against which the loan has been taken.
c. Term loan from Reliance Capital Limited carried a floating interest
rate of 15.50% per annum and was repayable in 18 equal monthly
installments (EMI). The facility was secured by receivables from
Reliance Capital Limited by Aurofidel Outsourcing Limited, a
wholly-owned-subsidiary of the Company. This facility was repaid during
year.
d. Term loan from Religare Finvest Limited carries an interest rate of
19.26% per annum and is repayable in 24 EMI of Rs. 2.12.
e. Term loan outstanding as on 31 March 2014 from Tata Capital
Financial Services Limited carried an interest rate of 19% per annum
and was repayable in 18 EMI of Rs. 2.25. This facility was repaid during
the year. Term loan outstanding as on 31 March 2015 carries an interest
rate of 18.59% per annum and is repayable in 18 EMI of Rs. 2.57.
3. Short-term borrowings
a) Cash credit facility from Axis Bank Limited is repayable on demand
with an interest rate of Base Rate 3.50% per annum. This facility is
secured by first charge on entire current assets of the Company both,
present and future. This is also secured by second charge on entire
fixed assets of the Company, both, present and future. Personal
guarantee of Managing Director and other Directors of the Company have
also been provided.
b) Cash credit facility from State Bank of India is repayable on demand
with an interest rate of Base Rate 3.40% per annum.
Stand by letter of credit facility from State Bank of India is
repayable within a maximum period of 3 months from the date of issue
with an interest of Base Rate 4.40% per annum. These facilities are
secured by pari-passu hypothecation charge on entire receivables and
stock in process (SIP) of the Company. These are also secured by the
following:
- First charge on the Company''s computers and furniture and fixtures;
- Pledge of 6.9 lakhs (31 March 2014: 6 lakhs) equity shares of the
Company held by the promoters;
- Pledge of 0.60 lakhs (31 March 2014: Nil) equity shares of Arshiya
International Limited held by the promoters;
- Pledge of 190,520 shares of a company purchased out of bank finance
i.e. SPS Corp. USA (now merged with Aurionpro Solutions Inc. USA) and
210,631 shares of Aurionpro Solutions Inc. USA. However, with effect
from 27 March 2015, charges on these shares have been released by State
Bank of India.
- Hypothecation of the properties owned by the promoters;
Corporate guarantee of Aurionpro Solutions Pte Limited, Singapore and
personal guarantees of promoters and their relatives have also been
provided.
Corporate guarantee of Aurionpro Solutions Inc. USA was also provided.
However, with effect from 27 March 2015, this charge has been released
by State Bank of India.
c) Bank overdraft facility from The Saraswat Co-Operative Bank Limited
is repayable on demand with an interest rate of 14.50% per annum. This
facility is secured by equitable mortgage of property of estwhile
directors of Seeinfobiz Private Limited. As at 31 March 2015, there is
no overdrawn balance under this facility.
d) Term loan outstanding as on 31 March 2014 from Bajaj Finance Limited
carried an interest rate of 20% per annum and was repayable in 12 EMI
of Rs. 1.90. This facility was repaid during the year. Term loan
oustanding as on 31 March 2015 carries on interest rate of 19.5% per
annum and is repayable in 12 EMIs of Rs. 2.86.
e) Loans and advances from related parties are interest free and
repayble on demand. Loans from Kairoleaf Analytics Pte Limited has been
written-back during the year on account of closure of the company.
f) The Company has taken ICD''s during earlier years which carry
interest in the range of 15% to 21%. These ICD''s are repayable on
demand.
4. Fixed assets
* The Company has leased out Plant and machinery for a period of 1-3
years. The lease rental income recognised in the statement of profit
and loss is Rs. 598.28 (31 March 2014: Nil). The gross value of assets
leased out is Rs. 1,308.54 (31 March 2014: Nil). Accumulated depreciation
of the assets leased out is Rs. 495.75 (31 March 2014: Nil). The
depreciation recognised in the statement of profit and loss for the
assets leased out during the year is Rs. 177.28 (31 March 2014: Nil)
** In accordance with Schedule II of the Companies Act, 2013, the
Company has reassessed the estimated useful life of certain class of
assets through technical evaluation and internal assessment during the
year. The reassessed estimated useful life is in line with existing
useful life of the assets used by the Company for the purpose of
depreciation. Consequently, depreciation charge for the year ended 31
March 2015 is higher by Rs. 279.20 due to change in the estimated useful
life of tangible fixed assets. Further, an amount of Rs. 69.75 (net of
deferred tax) has been adjusted against the opening balance of Retained
earnings, in respect of the residual value of assets wherein the
remaining useful life has become ''nil''.
5. Contingent liabilities and commitments
(to the extent not provided for)
Contingent liabilities: 31 March 2015 31 March 2014
a) Stand by later of Credit given
on behalf of the subsidiaries 3,950.35 3,751.49
b) Disputed liabilities in
appeal-Excise-duty 434.09 -
Commitments:
c) Estimated amount of contracts
remaining to be executed on capital
account and not 583.00 583.00
provided for (net of advances)
Note: The Company is subject to legal proceedings and claims, which
have arisen in the ordinary course of business. The Company has
reviewed all its pending litigations and proceedings and has adequately
provided for where provisions are required and disclosed as contingent
liability, where applicable in its financial statements. The Company''s
management does not reasonably expect that these legal actions, when
ultimately concluded and determined, will have a material and adverse
effect of the Company''s results of operations or financial condition.
6. Dues to Micro and Small Enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006,
(MSMED) which came into force from 2 October 2006, certain disclosures
are required to be made relating to dues to Micro and Small
enterprises.
On the basis of the information and records available with the Company,
the following disclosures are made for the amounts due to the Micro and
Small enterprises:
7. Related party disclosures
1. Names of related parties and description of relationships:
a. Parties where control exists:
Subsidiary companies
Aurionpro Solutions Inc
Aurionpro Solutions Pte. Limited
Auroscient Outsourcing Limited
Aurofidel Outsourcing Limited
Aurionpro Solutions SPC
Aurionpro SCM Pte. Limited
PT Aurionpro Solutions, Indonesia
Aurionpro Software Pte. Limited (Closed down on 23
February 2015)
Kairoleaf Analytics (S) Pte. Limited (Closed down on 28 January 2015)
Intellvisions Solutions Private Limited Servopt Consulting Private
Limited Intellvisions Software LLC Intellvisions Security &
Survelliance LLC Intellvisions Arabia (FZC)
Step-down subsidiaries
Aurionpro SCM Inc
Aurionpro Holdings Pte. Limited
Aurionpro Solutions PLC
Sena Systems Private Limited
Integro Technologies Pte. Limited (Sold to Aurionpro
Holdings Pte. Limited w.e.f. 31 March 2014)
Integro Technologies SDN. BHD
Integro Technologies Company Limited
Aurionpro Solutions Pty Limited (Sold to Aurionpro
Holdings Pte. Limited w.e.f. 31 March 2014)
Centrolene Pte Limited (Incorporated on 19 March 2015)
b. Key managerial personnel
Amit Sheth, Co- Chairman and Managing Director
Sanjay Desai, Executive Director (till 06 October 2014)
Samir Shah, Director
8. Segment reporting
Disclosure of segment reporting as per the requirements of Account
Standard (AS) 17 "Segment Reporting" is reported in the consolidated
financial statements of the Company. Therefore, the same has not been
separately disclosed in the standalone financial statements in line
with the requirements of AS - 17. (refer Note 33 of the consolidated
financial statements).
9. Leases
Operating leases as lessee
The Company has taken a commercial property on non-cancellable
operating lease. The lease agreement provides for an option to the
Company to renew the lease period at the end of non-cancellable period.
There are no exceptional/restrictive covenants in the lease agreements.
The future minimum lease payments in respect of lease property as at is
as follows:
Rent expense for all operating leases for the year ended 31 March 2015
aggregate Rs. 632.58 (31 March 2014: Rs. 657.38)
10 Employee benefit plans
Defined contribution plans
The Company makes contributions, determined as a specified percentage
of employee salaries, in respect of qualifying employees towards
provident fund, ESIC and other funds which is a defined contribution
plan. The Company has no obligations other than to make the specified
contributions. The contributions are charged to the Statement of Profit
and Loss as they accrue. The amount recognized as an expense towards
contribution to provident fund, ESIC and other funds for the year
aggregated to Rs. 241.19 (31 March 2014: Rs. 205.95).
Defined benefit plans
The Company have a scheme for payment of gratuity to all its employees
as per the provisions of the Payment of Gratuity Act, 1972. The Company
provides for period end liability using the projected unit credit
method as per the actuarial valuation carried out by independent
actuary. The gratuity plan is a funded plan.
Note (a) - 31 March 2015 represents accumulated past cost of gratuity
benefit pertaining to the employees of the erstwhile Intellvisions
(since merged with the Company - refer Note 41) expensed to the
Statement of Profit and Loss.
Note (b) - 31 March 2015 represents accumulated past cost of gratuity
benefit pertaining to the employees of the erstwhile Seeinfobiz (since
merged with the Company during the previous financial year) expensed to
the Statement of Profit and Loss.
11. Amalgamation of intettvisions Software Limited
Pursuant to the Scheme of Amalgamation (hereinafter referred to as
"Scheme"), as on and from 1 April 2014, being the appointed date
pursuant to the approval of Board of Directors and shareholders of the
Company and sanctioned by the Honorable High Court of Bombay vide its
order dated 30 January 2015 which was filed with Registrar of Companies
on 12 March 2015, Intellvisions Software Limited (hereinafter referred
to as ''Intellvisions''), a company engaged in the forefront of the self
service industry and over last few years has developed an unrivalled
range of customer touch points. Intellvisions product offerings include
Queue Management Systems, Digital Signage Solutions, Customer Feedback
Systems and Self Service Kiosks for a wide range of functions including
Cash and Cheque Deposit Automation, e-Governance Kiosks equipped with a
variety of peripherals was amalgamated into the Company.
The Company has carried out the accounting treatment prescribed in the
Scheme as approved by the Honorable High Court of Bombay. The required
disclosures for accounting of scheme as per the ''Pooling of Interest
Method'' as given under Accounting Standard 14 (AS 14) ''Accounting for
Amalgamations'' as prescribed under the Companies (Accounts) Rules, 2014
have been provided.
Hence, in accordance with the Scheme:
a. The Company has taken over all the assets aggregating to Rs. 4,574.47
and liabilities aggregating to Rs. 860.95 at their respective book
values. Also, as per the Scheme, the identity of reserves of
Intellvisions aggregating to Rs. 2,572.54 is required to be maintained by
the Company as on the appointed date;
b. Pursuant to Scheme, the Company has issued and allotted 33 equity
shares of face value of Rs. 10 each, fully paid-up to the Shareholders of
Intellvisions for every 250 equity share of face value of Rs. 10 each,
fully paid-up held by the Shareholders of Intellvisions. Accordingly,
1,506,120 equity shares of face value of Rs. 10 each, fully paid-up has
been issued and allotted to the Shareholders of Intellvisions. As per
the Scheme, approved by the Honorable High Court of Bombay, such excess
consideration paid over the net assets acquired amounting to Rs. 990.37,
is required to be credited to the "Capital reserves" of the Company ;
c. The financial results for the year ended 31 March 2015 include the
income and expenses of Intellvisions;
d. As at 31 March 2014, the accumulated retained earnings (surplus in
the Statement of Profit and Loss) amounting to Rs. 749.83, Capital
reserves amounting to Rs. 46.43, Securities premium reserves amounting to
Rs. 1,647.64 and General reserves amounting to Rs. 128.64 was aggregated
with the corresponding balance of the Company as at that date
respectively;
e. Pursuant to the Scheme, the Company has aligned the accounting
policies of Intellvisions. Consequent to this
alignment of accounting policies, Rs. 22.57 has been debited to the
General reserve as per the accounting treatment mentioned in the
Scheme; and
f. Further, for the year ended 31 March 2015, as Intellvisions carried
on its existing business in trust for and on behalf of the Company, all
vouchers, documents etc. for the year ended 31 March 2015 were in the
name of Intellvisions.
The title deeds, licenses, agreements, loan documents etc., were being
transferred in the name of the Company.
12. Employee Stock Option Scheme (ESOS)
Stock option scheme 2008 (''ESOS - 2008'')
In September 2008, the Board of the Company approved the ASL Employee
Stock Option Scheme 2008 (''ESOS - 2008''), which covered the employees
and directors (except Promoter Director) of the Company including its
subsidiaries. The Scheme was administered and supervised by the members
of the ''Remuneration/ Compensation Committee'' of the Board (the
''Committee'').
As per the Scheme, the Committee issued stock options to the employees
at an exercise price which was equal to market price i.e. the latest
available closing price prior to the date of the grant as quoted on
National Stock Exchange of India Limited or as determined by the
Committee and payable by the grantee for exercising the option granted
to him in pursuance of ESOS, but in any case the exercise price was not
less than Rs. 90 per option.
Employee stock option scheme 2010 (''ESOS - 2010'')
In August 2010, the Board of the Company approved the ASL Employee
Stock Option Scheme 2010 (''ESOS - 2010''), which covers the employees
and directors (except Promoter Director) of the Company including its
subsidiaries. The Scheme is administered and supervised by the members
of the Committee.
As per the Scheme, the Committee issued stock options to the employees
at an exercise price which was the market price i.e. the latest
available closing price prior to the date of the grant as quoted on
National Stock Exchange of India Limited or as determined by the
Committee and payable by the grantee for exercising the option granted
to him in pursuance of ESOS, but in any case the exercise price was not
be less than Rs. 90 per option.
13. Corporate Social responsibilities
As per Section 135 of the Companies Act, 2013, a Corporate Social
Responsibility (CSR) committee has been formed by the Company. The
Company has also framed CSR policy based on the provisions of CSR
Rules, 2014. During the year under review, as a part of CSR
initiatives, the Company have contributed to a registered trust
undertaking CSR activities such as to serve the student in rural and
semi-rural areas with facility to educate themselves in technical and
other basic education with over emphasis on educating backward class,
schedule class and orphan students. The said contribution is in
compliance with the CSR policy, provisions of Companies Act, 2013 read
with Schedule VII and CSR Rules, 2014.
14. Other information
Information with regards to other matters specified in Schedule III of
the Act is either Nil or not applicable to the Company for the year.
15 Previous year''s figures have been regrouped or reclassified wherever
necessary to conform to the current year''s presentation.
1. Contingent liabilities and commitments (to the extent not provided
for)
(Rs in Lakhs) 31 March 2014 31 March 2013
a) Contingent liabilities:
Guarantees 106.83 12.15
outstanding
Stand By Letter of 3,751.49 3,437.69
Credit outstanding given on
behalf of the subsidiaries
b) Commitments
Estimated amount of - 300.00
contracts remaining to be executed on
capital account and not provided for (net of
advances)
Note:
1. Stand By Letter of Credit given by the Company on behalf of the
subsidiaries to Axis Bank Limited Rs. 3,751.47 Lakhs (31 March 2013: Rs.
3,424.33 Lakhs).
2. Facilities from State Bank of India are secured by pledge of equity
shares, hypothecation of the properties and personal guarantees of Amit
Sheth and Sanjay Desai. This facility is also secured by pledge of
shares and corporate guarantee of Aurionpro Solutions Inc. USA.
3. Facilities from Yes Bank Limited were secured by pledge of equity
shares and personal guarantees of Amit Sheth and Sanjay Desai.
4. Term loan from Reliance Capital Limited is secured by charge on
receivables from Reliance Capital Limited by Aurofdel Outsourcing
Limited.
2. Segment reporting
In accordance with paragraph 4 of Accounting Standard 17 "Segment
Reporting" prescribed in the Companies (Accounting Standards) Rules,
2006, issued by the Central Government, the Company has presented
segmental information only on the basis of the consolidated financial
statements (refer Note 32 of the consolidated financial st atements).
3. Disclosures as per Clause 32 of the Listing Agreement entered into
with the Stock Exchanges:
Loans and advances in the nature of loans given to subsidiaries,
associates and others and investment in shares of the Company by such
parties:
4. Leases
Operating lease
The Company has entered into non-cancellable and cancellable operating
lease agreements for leasing office and residential spaces. The lease
agreements provide for cancellation by either party with a notice
period of three to six months and also contain a clause for renewal of
the lease agreements either at the option of the Company or as mutually
agreed by both the parties.
The future minimum lease payments in respect of such non- cancellable
operating leases are summarized below:
5. Employee benefit plans
Defined contribution plans
The Company makes contributions, determined as a specified percentage of
employee salaries, in respect of qualifying employees towards provident
fund, which is a Defined contribution plan. The Company has no
obligations other than to make the specified contributions. The
contributions are charged to the statement of profit and loss as they
accrue. The amount recognized as an expense towards contribution to
provident fund for the year aggregated to Rs. 205.95 Lakhs (31 March
2013: Rs. 188.41 L akhs).
Defined benefit plans
The Company have a scheme for payment of gratuity to all its employees
as per the provisions of the Payment of Gratuity Act, 1972. The Company
provides for period end liability using the projected unit credit
method as per the actuarial valuation carried out by independent
actuary. The gratuity plan is a funded plan.
The following table summarizes the principal assumptions used for
Defined benefit obligation and related disclosures:
Note:
(a) represents accumulated past cost of gratuity benefit pertaining to
the employees of the erstwhile Seeinfobiz (since merged with the
Company ? refer Note 40) expensed to the statement of profit and loss.
(b) Service cost includes accumulated past cost of gratuity benefit
pertaining to the employees of the erstwhile Seeinfobiz (since merged
with the Company ? refer Note 40) expensed to the statement of profit
and loss.
The estimates of future salary increase, considered in actuarial
valuation, take account of infation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment
market.
The Company continues to fund to the trust in next year by reimbursing
the actual pay-outs.
Compensated leave absences recognized in the statement of profit and
loss is Rs. 131.13 (31 March 2013: Rs. 44.54).
6. Amalgamation of Seeinfobiz Private Limited
During the year ended 31 March 2013, Seeinfobiz Private Limited
(hereinafter referred to as ''Seeinfobiz''), a company engaged in the
business of providing technical and professional services in the feld
of business intelligence solutions, e-Business solutions, Enterprise
Application Integration and providing software solutions and IT
outsourcing services, was amalgamated into the Company pursuant to the
Scheme of Amalgamation (hereinafter referred to as "Scheme"), as on and
from 1 April 2012, being the appointed date pursuant to the approval of
Board of Directors and shareholders of the Company and sanctioned by
the Honorable High Court of Bombay vide its order dated 18 April 2013
which was fled with Registrar of Companies on 22 May 2013.
The Company has carried out the accounting treatment prescribed in the
Scheme as approved by the Honorable High Court of Bombay. The required
disclosures for accounting of scheme as per the ''Pooling of Interest
Method'' as given under Accounting Standard 14 (AS 14) ''Accounting for
Amalgamations'' as prescribed under the Companies (Accounting Standards)
Rules 2006 have been provided.
Hence, in accordance with the Scheme:
a. The Company has taken over all the assets aggregating to Rs. 830.97
Lakhs and liabilities aggregating to Rs. 655.25 Lakhs at their respective
book values. Also, as per the scheme, the identity of reserves of
Seeinfobiz aggregating to Rs. 170.72 Lakhs is required to be maintained
by the Company as on the appointed date;
b. Pursuant to Scheme, the Company has issued and allotted 8 equity
shares of face value of Rs. 10 each, fully paid-up to the Shareholders of
Seeinfobiz for every 1 equity share of face value of Rs. 10 each, fully
paid-up held by the Shareholders of Seeinfobiz. Accordingly, 400,000
equity shares of face value of Rs. 10 each, fully paid-up has been
issued and allotted to the Shareholders of Seeinfobiz. As per the
Scheme approved by the Honorable High Court of Bombay, such excess consideration paid over the net assets acquired, amounting to
Rs. 35.00 Lakhs, is required to be debited to the "Goodwill Account"
of the Company;
c. The financial results for the year ended 31 March 2013 include the
income and expenses of Seeinfobiz;
d. The accumulated retained earnings (surplus in the statement of
profit and loss) of Seeinfobiz as at 31 March 2012 amounting to Rs..170.72
Lakhs was aggregated with the corresponding balance of the Company as
at that date; and
e. Further, for the year ended 31 March 2013, as Seeinfobiz carried on
its existing business in trust for and on behalf of the Company, all
vouchers, documents etc. for the year ended 31 March 2013 were in the
name of Seeinfobiz. The title deeds, licenses, agreements, loan
documents etc., were being transferred in the name of the Company.
Had the Scheme not prescribed the aforementioned accounting treatment
and the Company had followed the accounting treatment prescribed under
AS 14, there would not have been any Goodwill on Merger arising out of
excess arising against consideration paid over the net assets acquired.
The total goodwill amounting to Rs. 35.00 Lakhs has been amortised by the
Company over a period of 5 years.
7. Employee Stock Option Scheme (ESOS)
Stock option scheme 2008 (''ESOS - 2008'')
In September 2008, the Board of the Company approved the ASL Employee
Stock Option Scheme 2008 ("ESOS - 2008"), which covered the employees
and directors (except Promoter Director) of the Company including its
subsidiaries. The Scheme was administered and supervised by the
members of the ''Remuneration / Compensation Committee'' of the Board
(the ''Committee'').
As per the Scheme, the Committee issued stock options to the employees
at an exercise price which was equal to market price i.e. the latest
available closing price prior to the date of the grant as quoted on
National Stock Exchange of India Limited or as determined by the
compensation committee and payable by the grantee for exercising the
option granted to him in pursuance of ESOS, but in any case the
exercise price was not less than Rs. 90 per option.
Further, the participants had right to exercise the options within a
period of one year commencing after 12 months from the date of vesting
of the options.
Employee stock option scheme 2010 (''ESOS ? 2010'')
In August 2010, the Board of the Company approved the ASL Employee
Stock Option Scheme 2010 (''ESOS ? 2010''), which covers the employees
and directors (except Promoter Director) of the Company including its
subsidiaries. The Scheme is administered and supervised by the members
of the ''Remuneration / Compensation Committee'' of the Board (the
''Committee'').
As per the Scheme, the Committee issued stock options to the employees
at an exercise price which was the market price i.e. the latest
available closing price prior to the date of the grant as quoted on
National Stock Exchange of India Limited or as determined by the
compensation committee and payable by the grantee for exercising the
option granted to him in pursuance of ESOS, but in any case the
exercise price was not be less than Rs. 90 per option.
Further, the participants had right to exercise the options within a
period of one year commencing after 12 months from the date of vesting
of the options.
The Company applies the intrinsic value based method of accounting for
determining compensation cost for its stock- based compensation plan.
Had the compensation cost been determined using the fair value
approach, the Company''s net income and basic and diluted earnings per
share as reported would have reduced to the proforma amounts as
indicated:
8. Other information
Information with regards to other matters specified in Revised Schedule
VI is either Nil or not applicable to the Company for the year.
9.Previous year''s financial statements were audited by a firm of
chartered accountants other than B S R & Co. LLP. The figures for the
previous year have been regrouped / rearranged wherever necessary to
conform to the current year''s presentation. These balances have been
relied upon by the current auditors of the Company.
