AURIONPRO Notes to Accounts

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.


CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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