A PRISM solution (www.prism.net.in) AurionPro Solutions Limited, 404, Winchester, High Street, Hiranandani Business Park, Powai, Mumbai – 400 076. MH – India. Phone: +91-22-6770 7700/7701 Fax: +91-22-6770 7722 www.aurionpro.com
AurionPro Solutions Limited Annual Report 2009-10
Disclaimer In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipate', 'estimate', 'expects', 'projects',
Cont ents 01 U nivers al Bank 13 K ing. We m ey Pe ake IT happen rforman 14 C ce Indica tors hairm an's M essage 16 C orpora te Infor 17 N mation otice 29 D irecto rs' Rep ort 36 M anage ment D 44 C iscussion orpora and Analysis te Gove 61 A rnance Re uditor port s' Repo 64 B rt alance Sheet 65 P rofit a nd Los s Accoun 66 C t ash F low Sta 68 S tement chedu les For ming Par unt 89 C t of the Balance Sheet and Profit & Loss Acco onsoli dated A 110 ccounts Statem ent Pur suant to S ection 212 of the Companies Act, 1956
'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forwardlooking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncer-
tainties materialse, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
I
tʼs 10:30 am, Mahendra Patel makes his
Technology is the driver. Universal banking is
customary visit to the bank branch near his
impossible without technology.
house. He goes to the teller and withdraws
Rs. 10,000. He has been doing this for the last 15 years every first Friday of the month. Itʼs 6:30 pm and Raj Patel, his son stops his bike, gets down, withdraws Rs. 2,000 from ATM and then goes and buys a jeans using his credit card. A normal day in the life of Raj. Raj has perhaps not seen the bank since he opened his account two years back. Banking has transformed. Move on traditional banking, Universal banking has arrived. Banking is convenience. No need to visit the bank. Need a loan or want to deposit a cheque, call and the relationship manager will send someone. Want to know your balance, just sms. Want to transfer funds, just log on.
Bank begins by investing in the core technology. And then starts adding pieces like credit cards,
wealth
management,
cash
management, internet banking, treasury, loans, custodial service etc., to offer a comprehensive convenience banking platform to the likes of Mahendra Patel and his son Raj. And each of the new services needs integration and alignment. We make it happen. That's
our
space. AurionPro
Solutions
operates in the niche space outside of core banking technology. The BFSI opportunity is USD 130 billion. AurionPro is part of the USD 100 billion non-core banking opportunity.
Anytime, anywhere banking is the norm.
We are IP-led. We have our own products. We
Though branch based and fund based banking still exist, the transformation has been that fee-based banking through convenience is adding that extra margin to the banks. Every bank today aspires to offer convenience to customers.
1
also implement others' IP products. We also develop IP for others. And we also manage these services through our niche KPO. We make IT happen. This is how.
We implemented dealPro at a leading private bank replacing multiple systems with a single unified application.
00
O banking
ur customer is one of the leaders in
Operators with its adept functionalities. dealPro
banking sector and was in need of a
as a Business Enabler helps the bank in smooth
comprehensive and technology-savvy
transaction of its operational processes.
suite
to
move
towards
highly
sophisticated and automatic mode. AurionPro being a pioneer banking software provider offered the bank dealPro (Unified
Distribution
Platform), which has been benchmarked for
What made dealPro distinct over similar applications included among others: It offered a template driven output Configurable outside the system, easy to
delivering the maximum performance.
make changes without changing code
The said bank offers various products related to
New templates can easily be introduced by
foreign exchange transactions in Retail and
doing simple configuration
Corporate segment. The bank followed different
Reduces implementation/customization cost
process for these products across branches, Central Processing Unit - Trade (CPU-Trade), Foreign Exchange Services (FES) Operations
Reduces time in term of posting deals Offers maximum support to bank branches
and Treasury. The bank had multiple systems
and thousands of tellers
which
Dynamic rate engine for pricing all FX
were
used
for
processing
these
transactions.
transactions
AurionPro implemented dealPro and replaced these
applications
with
a
single
unified
application which can process all these product types in a seamless manner. dealPro, as Unified Distribution Platform helps the bank in serving its customers, which includes Individuals, FullFledged Money Changers (FFMC), Authorized Dealers, Franchisees, Corporates and Tour
3
From the bank's customer point of view, it bridges branch, treasury department and dealers of banks alike. It targets Retail and Corporate customers and caters to various departments of the
bank
easily
by
providing
seamless
functioning. dealPro enables technology and offers operational efficiency and 100% Straight Through Processing.
We successfully implemented Oracle OES for USD 12.8 trillion client thereby enhancing responsiveness and reducing administrative costs!
O
ur client, a prestigious bank has
The bank's 'want' list included the ability to
over USD 12.8 trillion in assets
audit the usage of services, reconcile them
under custody. It handles more
and charge the customer. The bank needed
than USD 3 trillion in worldwide transactions
a solution that could keep evolving with
daily. Our client serves 96% of the world's
changing customer needs. And obviously,
Fortune 500 companies and has 10 regional
the most important of all, reduce operational
processing centers worldwide, using global
cost and increase revenue.
processing.
The bank chose Oracle Entitlements Server
The bank had a complex business data
(10g). And chose us to implement it. With
model and massive quantities of data. The
our domain expertise and very clear
protocols required extensive fine grained
understanding of the bank's need, we
authorization needs. They needed to
implemented
respond with speed to its customers and
included
also adhere to security policies.
WebSphere, Hibernate and Database.
4
diverse
integrations
SiteMinder,
that
SharePoint,
Our implementation ensured that not
Significantly improved Auditing and
only does the solution supports all
Reporting
Banks' policy requirements but also
Improved service and customer
delivers on the need for high quality
satisfaction for more profitable and
performance.
loyal customers
This is what the bank experienced post
A total of 10 efficient resources worked
our implementation:
on this project. This is one of the highly
Reduced administrative costs
successful OES implementation for
Increased responsiveness to
Oracle. Success of this implementation
business
led
Increased revenue due to ability to on-
opportunities at the bank for AurionPro.
board users faster
5
to
four
more
implementation
We successfully delivered a strong and effective back-end payment system for use in mobile payments for a leading mobile payments company. The client is the undisputed leader in its markets.
O
ur client is a leading mobile payment
The client brief was simple. They wanted to be the
gateway operator in San Francisco.
undisputed leader in the mobile payment space.
Our client has been the undisputed
That's all. And they wanted to implement it swiftly.
leader in the mobile payment gateway space much ahead of the competition. They have the deepest market penetration compared to peers.
We designed, developed and maintained various core backend payment systems such as credit card processing, ACH processing, ATM network
This is after AurionPro created a customized
interface and System of Records (SOR). We also
mobile payment gateway solution for them.
integrated the same with various banking partners
6
to enable partnership programs. We
for India and launched its service in
utilized our vast knowledge of the
India too. This will be followed with
industry to continuously drive the entire
other countries too. Post development,
engineering efforts at the client site
AurionPro
hand-in-hand
through its ODC in Mumbai, while
with
products
and
marketing groups. We implemented rapid
application
development
methodologies with iterative software engineering models.
maintains
the
solution
saving the client maintenance costs. AurionPro has a dedicated and skilled team consisting of 50 people working on this project from over 6 months now.
The success of the solution led to the client engaging us to develop the same
00
We process over 10 lakh transactions per month for a major international bank through our BPO.
00
O
ur client is a large international bank in
With business engagements reaching pinnacle
India. With anywhere banking the bank
with the International Bank, the Bank then
collects
cheques
throughout
the
country. AurionPro was chosen to process cheques for their telecom client for Karnataka. We started with an office in Bengaluru. Gradually business gained momentum and expansion of business followed with processing telecom cheques and credit card cheques in various locations in Kerala as well. Subsequently, thanks to our performance, the client also entrusted us with Cash Management System (CMS) business in remote locations in Kerala which involved cheque pick-up from various
entrusted us with a telecom client's pre-paid card processing and another similar telecom operator's cheque processing at our Thane head office, Mumbai with an associate office in Malad to handle the Mumbai western suburbs. We now have an efficient reporting system in place providing the bank with timely updates of the daily activities and adhering to their schedules and timelines. The cheque volume handled by AurionPro for the International Bank are to the tune of 20,000 thousand cheques per month in CMS and around
clients and managing banking processes of the
10 lakh transactions in Telecom.
same. We set-up an intra state coordinator
An engagement that started with 20 members and
network for this purpose which is now a fully functional unit and seamlessly managing the CMS activities, controlled by the Hub office at Cochin.
now have a total strength of around 120 members servicing the client across Bengaluru, Thane & Cochin for various products.
9
Product Suites and Modules 1. Payments
In Payments, we have an integrated suite
which enables financial institutions to streamline and accelerate payments across a range of networks and channels, including ACH, Check 21, Card Processing/associations and Mobile Payments. Solutions and offerings are integrated with banks to offer best innovative customer products and extended to customer across channels.
2. Risk Management
Risk
management
is
accessing and quantifying business risks, and taking measures to control or reduce them. AurionPro provides consultancy
and
implementation
services
in
risk
management domain to banks and financial institutions, which
includes
building
framework,
application
implementation and also continuously evolving structure. Our Financial risk management focuses on risks that can be managed using traded financial instruments. Some of our
3. Cash Management
offerings and partner solutions in this include AMLPro,
Cash Management
KYCPro, Market Risk, Credit Risk and Operational Risk.
is a comprehensive selection of Cash Management products and services like iCashPro, payPro, collectPro, reconPro, divPro, PDCPro, mandatePro and Currency Chest Management System to fit the needs of corporate clients.
4. Financial Supply Chain Management Financial Supply Chain Management ("FSCM") means complete end-to-end management of the entire working capital management system. The product fscmPro is a supply chain management system that acts as a platform for the suppliers and dealers to come together and conduct the procurement process and sales efficiently. It helps in reducing the hurdles like ordering time, communication, advertising and inventory maintenance.
10
5. Treasury
Treasury operations
includes among other things pricing and marketing of wholesale liabilities, trading in foreign exchange, trading in money markets, bonds and derivatives and risk management. Our offering dealPro is a best-of-the-breed,
web-based,
online
Trading and Distribution Application built on an open technology platform with very rich functionalities. dealPro primarily caters to
Banks,
Companies Insurance
Non
Banking
(NBFCs),
Financial
Mutual
Companies,
Funds,
Corporate
Treasuries, Money Changers and other Financial Institutions. dealPro also has end-to-end
processing
capability
6. Financial Planning
Financial
planning
is
customer to maximize his existing financial resources by utilizing financial tools to achieve his financial goals. The
Company's
partner
product
OmniMax
provides
a
comprehensive system for banks and financial institutions that eases manual tasks and provides a fast, efficient and reliable output. OmniMax manages huge client databases, tracks and maintains current and archives on financial/investment advice and works in synchronization with other mandatory systems at the bank's end.
for
Foreign exchange transactions of various nature.
7. Loan Origination
In the loan origination arena,
the Company offers 'the SmartLender Suite' comprising of the SmartLender Retail and SmartLender Corporate products. Within each of these products there are standalone modules.
8. Collateral Management
SmartLender
Collateral and Limits Management System is one of the most sophisticated credit portfolio risk management systems in the world today. It sets the foundation for meeting the highest standards of Basel II compliance as it addresses the key risk components of the AIRB approach.
9. Internet Banking
a
systematic approach whereby a financial planner helps the
Internet Banking as a facility is gaining importance day by day and it
involves the use of the internet for delivering user-friendly banking products and services to customers in an easy, convenient and reliable way, thereby making banking accessible and thus lowering the costs of servicing a client. The Company also offers both Corporate Internet Banking and Retail Internet Banking as a service.
11
Services products,
1. Domain Led Implementation Services
and
the
subsequent
development,
testing,
progression, maintenance and support, migration and re-
Identity and Access Management
engineering in connection with such products, and resource
AurionPro has a center of excellence exclusively focused on
augmentation.
Identity & Access Management (IAM) consulting and system integration services. This division provides the full spectrum of
Our services have developed as we have moved from a custom
services to enable customers to plan, assess, select, implement
application developer to a niche product focused company in
and integrate complete IAM projects. We have successfully
the BFSI segment. We use a mix of strategic collaborations and
provided services to Fortune 1,000 conglomerates across North
referrals, in addition to having our own offices to build business
America, Europe and Asia Pacific regions.
in the areas of outsourced development services, testing services and enterprise application integration services from
Trading Technology (Integration)
overseas clients, mainly in the UK and the USA.
AurionPro has 60 plus consultants in this domain, with experience ranging from 3 to 15+ years. The pool of functional
We undertake a sophisticated application development and
consultants have a deep understanding of the domain. The
maintenance service which entails building and maintaining the
Company is the only professional service provider to ORC, a
clients' enterprise application or maintaining the clients'
global leader in trading technology. ORC acts as the single front
implementation of leading commercial applications. We also
end to trade across various asset class and connectivity to 160
provide services relating to planning, analyzing, improving the
exchanges globally.
performance, scalability, and stability of web-based applications that are used by the clients. Further, we provide enterprise
Business Process Management
content management, namely a system for capturing,
Our Business process management is a methodical approach,
managing, storing, preserving, and delivering content and
which helps customers in enhancing the organizations business
documents.
processes and workflows.
3. Technology Platformed Banking Operations
We increase client capabilities by offering infrastructure management, the administrative area of concern dealing with
The Company has two 100% owned subsidiaries. These
maintenance and optimization of an organization's equipment
subsidiaries take care of end-to-end processing solutions for
and core operations.
various banks and NBFCs. They have been able to create
Our model comprises of analyzing, stimulation and execution
'operations factory' wherein each of the activities is identified,
phases. Our model has the flexibility to handle the business
documented and converted into a process driven by Service
demands and offer a platform to provide new excellent business
Level Agreements to benefit the clients on cost and quality
management solutions.
processing. These process shops have processes run in a fully automated environment so that the 'end objective' of State
2. Outsourced Product Development
Through Processing (STP) can be achieved. The subsidiaries
Our current outsourced product development services inter alia
have developed capabilities to adapt to the systems platforms
include custom application development (off-shore project
provided by the clients, if the client insists, in addition to the
development), services relating to conceptualizing of various
systemic platform available through the Company.
12
Total Income
PAT
200
337.7
275.15
300
Rs. in crore
Rs. in crore
400 176.55
100 0
2007-08
2008-09
2009-10
50 40 30 20 10 0
29 28 27 26 25 24 23
28.15
0.40 0.35 0.30 0.25 0.20 0.15 0.10 0.05 0.00
27.63
24.85
2007-08
2008-09
2007-08
40.83
40.49
2008-09
2009-10
Debt Equity Ratio
2009-10
0.37 0.24 0.17
2007-08
Current Ratio
2008-09
350 300
6.00 5.00 4.00
4.21
2.87
2.00
200 150
293.02
143.87
100 50
1.00 0.00
261.38
250
5.15
3.00
2009-10
Net Worth
Rs. in crore
In Rs.
Earnings Per Share
31.09
2007-08
2008-09
0
2009-10
13
2007-08
2008-09
2009-10
'In less than four years, we have a customer base of over 100 Banks. As we move ahead, cross-sell and deep-sell is a significant apparatus to growth. And we are experiencing this tipping point.' towards what we call Universal banking (anytime, anywhere, any medium). AurionPro enables its customers in their evolution toward Universal Banking by delivering Domain-Specialized products, e-business services and integration services around the 'core banking system'. The market has now reached a stage where it is inevitable for a Bank, not to have this evolved network of products and services.
Dear Shareholders, AurionPro is not just any other IT company. We are focused and dedicated to the BFSI space. The Company was started by exbankers and therefore we have significant domain knowledge and understanding of not just where the BFSI space stands today, but where we expect it to evolve globally. AurionPro is a company focused on providing products and services to BFSI customers globally, enabling their technology and operations.
We believe that the migration to Universal Banking is inevitable and is a game changer that was experienced in the developed countries and is now being experienced in the emerging countries and soon in the less-developing ones like Africa too. We are in a sweet spot. Of the BFSI technology spend of USD
AurioPro comes into the BFSI space after banks and institutions had implemented their core technology piece and are migrating
14
130 billion, USD 100 billion is our addressable market. Speed and bouquet of products and services are key to enter into a client. AurionPro has successfully carved this market space, through an organic and inorganic growth strategy over the last four years, continually augmenting its basket of products and services, successfully transitioning from a Solutions player to a Product and Services business model. In less than four years, we have a customer base of over 100 Banks. As we move ahead, cross-sell and deep-sell is a significant apparatus to growth. And we are experiencing this tipping point. Within the market, the financial meltdown in 2007 and 2008 has led to newer market conditions and changing needs, where Efficiency, ROI, Risk Management, and Financial Inclusion are now quickly holding Centre-Stage. Our approach and ambition is to help the BFSI players meet their customer and business goals in a manner that optimizes their delivery across the Technology, Operations and Analytics platform. On the path to deliver such an integrated value, AurionPro has also equipped itself to enable a SAAS/Cloud based delivery of financial transactions. We believe we are one of the very few companies to have the triple offering of technology-operations-analytics platform with an existing client base of 100 plus banks in 20 countries. This represents a great opportunity for us to deepen the relationships and increase our margins. We have made beginnings in India and plan to support it with some international wins over next 12 months. In each of the four verticals, we believe there is a strong traction. Product suite Our product suites and modules are developed to address banking applications ranging from cash management, financial supply chain management, treasury, risk management, financial planning, loan origination, Internet banking. We have already established leadership in our Cash Management, Loans and Internet Banking product suites with over 45 South and South East Asian Banks as customers. We see a very high market expansion potential in the newer Emerging markets of Africa, Middle East and Eastern Europe for these products. Further, our focus will also be take newer products - dealPro, fcsmPro and e-corporate banking to the existing as well as the newer emerging countries.
Product Implementation We offer Business Process Management, ("BPM") services, which primarily pertain to improving the efficiency and effectiveness of an organization by automating the organization's business processes. We offer Identity and Access Management ("IAM") services which pertains to the processes involved in identification and authorization of various users across computer networks. We also offer professional services and integration solutions for electronic trading and connectivity solutions. Development of Third Party IP Being an IP led IT solutions company, we collaborate with niche domain players to develop products in Risk, Treasury and Payments market. This has helped us support our clients' software requirements in various vertical spread across domains. Managed Services With client focus on efficiency and domain understanding that enhances their revenues, margins and ROI on technology spend, managed services is emerging as a big opportunity for us. We expect this business go enter scale in the next two years. All of the above put together represent a wide canvas, with a surfeit of opportunities. The AurionPro management has pro-actively planned a series of steps to intensify and augment Management to meet the elevated demands of the next orbit of Growth. As one of the first steps, Vishwanath Prabhu has come on Board. Vishwanath is currently International Head of Consumer Operations for Citigroup Operations and Technology and is based out of London. He brings with him 25 years of global experience in technology and operations, outsourcing, building economies and value and reducing transaction costs. The next few years look very promising for AurioPro. The market is just entering into a sweet spot. Our technologyoperations-analytics platform differentiates us and will help us cross sell and deep sell. And we now have an experienced team and more than 100 banks to cater to. Its time. Thank you for your support as we continue to build AurionPro. Sincerely, Sanjay Desai
15
BOARD OF DIRECTORS
Remuneration / Compensation Committee
Mr. Sanjay Desai
Mr. Sandeep Daga (Chairman)
Executive Chairman
Mr. Prem Rajani
Mr. Amit Sheth
Dr. Nikunj Kapadia
Managing Director
Dr. Mahendra Mehta
Mr. Paresh Zaveri
Mr. Amit Sheth
Promoter Non Executive Director Mr. Vishwanath Prabhu
STATUTORY AUDITORS
Non Executive Non Independent Director
Chaturvedi & Shah
Mr. Prem Rajani
Chartered Accountants, Mumbai
Independent Director
INTERNAL AUDITORS
Dr. Nikunj Kapadia
D. Kothary & Co.
Independent Director
Chartered Accountants, Mumbai
Dr. Mahendra Mehta
Independent Director
BANKERS
Mr. Sandeep Daga
ICICI Bank Limited
Independent Director
HDFC Bank Ltd. State Bank of India
COMPANY SECRETARY
Yes Bank Limited
Mr. Mehul Raval
Bank of India REGISTERED OFFICE
BOARD COMMITTEES
404, 4th Floor,
Audit Committee
Winchester, High Street,
Dr. Mahendra Mehta (Chairman)
Hiranandani Business Park,
Dr. Nikunj Kapadia
Powai, Mumbai - 400 076.
Mr. Amit Sheth Mr. Prem Rajani
REGISTRARS & TRANSFER AGENTS
Mr. Sandeep Daga
Bigshare Services Private Limited E-2, Ansa Industrial Estate, Saki Naka,
Shareholders' / Investors' Grievance and Share Transfer Committee Dr. Mahendra Mehta (Chairman) Mr. Prem Rajani Mr. Sandeep Daga Mr. Amit Sheth
16
Andheri - (E), Mumbai - 400 072.
Annual Report 2009-10
Notice NOTICE is hereby given that the 13th Annual General Meeting
Director of the Company w.e.f. 19th March, 2010 and who
of Aurionpro Solutions Limited will be held at Hotel Suncity
holds office upto the date of this Annual General Meeting
Residency, 16th Road, MIDC, Marol, Andheri (East), Mumbai
of the Company in terms of Section 260 of the Companies
400 093 on Thursday, 30th September, 2010, at 3.00 P.M to
Act, 1956 and in respect of whom the Company has
transact the following business: -
received notice in writing from a member under section
ORDINARY BUSINESS
257 of the Companies Act, 1956 proposing his candidature
1. To receive, consider, approve and adopt the audited
for the office of Director of the Company, be and is hereby
Balance Sheet as at 31st March 2010, the Profit and Loss
appointed as a director of the company who is liable to
Account for the year ended on that date and the Reports of
retire by rotation." 7. To consider and, if thought fit, to pass with or without
the Directors and Auditors thereon. 2. To declare a dividend for the year ended 31 March 2010.
modification, the following Resolution as Special
3. To appoint a Director in place of Dr. Mahendra Mehta who
Resolution:
st
“RESOLVED THAT in accordance with the provisions of
retires by rotation and is eligible for re- appointment.
article 136 of the Articles of Association of the Company
4. To appoint a Director in place of Mr. Paresh Zaveri who
and provisions of sections 198, 269, 309, 310 and 311
retires by rotation and is eligible for re-appointment.
read with Schedule XIII and other applicable provisions, if
SPECIAL BUSINESS
any, of the Companies Act, 1956 or any statutory
5. To consider and, if thought fit, to pass with or without
modification(s) or re-enactment thereof, approval of the
modification, the following Resolution as Ordinary
Company be and is hereby accorded to the agreement
Resolution:
between the Company and Mr. Amit Sheth for the purpose
“RESOLVED THAT pursuant to the provisions of Section
of re-appointment of Mr. Amit Sheth, as Managing Director
224 and other applicable provisions of the Companies Act,
of the Company, for a period of 5 (Five) years w.e.f. 01st
1956, M/s. Chokshi & Chokshi, Chartered Accountants,
April, 2010, on the terms and conditions including
Mumbai be and is hereby appointed as Statutory Auditors
remuneration as mentioned herein below, with liberty to
of the Company for the Financial Year 2010-2011 in place
Board of Directors to alter and vary the terms and
of M/s. Chaturvedi & Shah, Chartered Accountants,
conditions and/or remuneration.”
Mumbai the retiring Auditors of the Company, to hold the
“FURTHER RESOLVED THAT in the event of any
office from the conclusion of this Annual General Meeting
statutory amendment, modification or relaxation by the
till the conclusion of next Annual General Meeting on a
Central Government to provisions of sections 198, 269,
remuneration and reimbursement of out of pocket
309, 310 and 311 read with Schedule XIII of the
expenses to be fixed in consultation with Board of
Companies Act, 1956, the Board of Directors be and is
Directors of the Company.”
hereby authorised to vary or increase the remuneration
6. To consider and, if thought fit, to pass with or without
including salary, commission, perquisites, allowances etc.
modification, the following Resolution as Ordinary
within such prescribed limit or ceiling and the said
Resolution:
agreement between the Company and Mr. Amit Sheth be
"RESOLVED THAT Mr. Vishwanath Prabhu who was
suitably amended to give effect to such modification,
appointed by the Board of Directors as an Additional 17
Annual Report 2009-10
relaxation or variation without any further reference to the
Company be and is hereby accorded to the agreement
members of the Company in the General Meeting.”
between the Company and Mr. Sanjay Desai for the
Remuneration will be upto Rs. 50 Lacs p.a. (Rupees Fifty
purpose of re-appointment of Mr. Sanjay Desai, as
Lacs Only per annum), and would be eligible for following
Executive Chairman of the Company, for a period of 5
perquisites, commission and other facilities:
(Five) years w.e.f. 01st April, 2010, on the terms and conditions including remuneration as mentioned herein
Medical Benefits, Group Hospitalisation Benefits,
below , with liberty to Board of Directors to alter and vary
personal accident insurance
Leave Travel Allowance
the terms and conditions and/or remuneration.”
Privileged Leave and encashment of unutilized
“FURTHER RESOLVED THAT in the event of any statutory amendment, modification or relaxation by the
privileged leave upon the end of the term
Central Government to provisions of sections 198, 269,
Bonus and such other perquisites as determined by
309, 310 and 311 read with Schedule XIII of the
the Board from time to time and as per rules of the
Companies Act, 1956, the Board of Directors be and is
Company prescribed in this regard.
hereby authorised to vary or increase the remuneration
Commission: 1% Commission of Net profits shall be
including salary, commission, perquisites, allowances etc.
payable as per provisions of Section 349 & 350 of the
within such prescribed limit or ceiling and the said
Companies Act, 1956.
agreement between the Company and Mr. Sanjay Desai
“FURTHER RESOLVED THAT the aggregate of the
be suitably amended to give effect to such modification,
salary, allowances and perquisites in any financial year
relaxation or variation without any further reference to the
paid to above person shall be subject to the limits
members of the Company in the General Meeting.”
prescribed under sections 198, 309 and other applicable
Remuneration upto Rs. 25 Lacs p.a. (Rupees Twenty
provisions of the Companies Act, 1956 read with Schedule
Five Lacs Only per annum) and would be eligible for
XIII to the Companies Act, 1956.”
following perquisites, commission and other facilities:
“FURTHER RESOLVED THAT in the event of loss or
inadequacy of profits in any financial year during the
Medical Benefits, Group Hospitalisation Benefits, personal accident insurance
aforesaid period, the payment of the remuneration shall be governed by the limits prescribed in Schedule XIII of the Companies Act, 1956.”
Leave Travel Allowance
Privileged Leave and encashment of unutilized privileged Leave upon the end of the term
“FURTHER RESOLVED THAT the Board of Directors of
the Company be and is hereby authorised to take such
Bonus and such other perquisites as determined by
steps as may be necessary to give effect to this
the Board from time to time and as per rules of the
resolution.”
Company prescribed in this regard.
8. To consider and, if thought fit, to pass with or without
Commission: 1% Commission of Net profits shall be
modification, the following Resolution as Special
payable as per provisions of Section 349 & 350 of the
Resolution:
Companies Act, 1956.
“RESOLVED THAT in accordance with the provisions of
“FURTHER RESOLVED THAT the aggregate of the
article 136 of the Articles of Association of the Company
salary, allowances and perquisites in any financial year
and provisions of sections 198, 269, 309, 310 and 311
paid to above person shall be subject to the limits
read with Schedule XIII and other applicable provisions, if
prescribed under sections 198, 309 and other applicable
any, of the Companies Act, 1956 or any statutory
provisions of the Companies Act, 1956 read with Schedule
modification(s) or re-enactment thereof, approval of the
XIII to the Companies Act, 1956.”
18
Annual Report 2009-10
“FURTHER RESOLVED THAT in the event of loss or
ASL ESOS - 2010” (hereinafter referred to as “the
inadequacy of profits in any financial year during the
Scheme”) to subscribe to such number of equity shares
aforesaid period, the payment of the remuneration shall be
and/or equity linked instruments which could give rise to
governed by the limits prescribed in Schedule XIII of the
the issue of equity shares (hereinafter referred to
Companies Act, 1956.”
collectively as “the Securities”) of the Company not exceeding in aggregate 10,00,000 equity shares, at such
“FURTHER RESOLVED THAT the Board of Directors of
price and on such terms and conditions as may be
the Company be and is hereby authorised to take such
determined by the Board in accordance with the
steps as may be necessary to give effect to this
Guidelines or any other applicable provisions as may be
resolution.”
prevailing at that time.
9. To consider and if thought fit, to pass with or without
RESOLVED FURTHER THAT the Board be and is hereby
modification(s) the following Resolution as Special
authorised to formulate, evolve, decide upon and bring
Resolution:
into effect the Scheme on such terms and conditions as
“RESOLVED THAT in accordance with the provisions of
contained in the Explanatory Statement to this item in the
Section 81(1A) and all other applicable provisions, if any,
Notice and to make any modification(s), change(s),
of the Companies Act, 1956 (“the Act”) and the Securities
variation(s), alteration(s) or revision(s) in the terms and
and Exchange Board of India (Employee Stock Option
conditions of the Scheme from time to time including but
Scheme and Employee Stock Purchase Scheme)
not limited to, amendment(s) with respect to vesting period
Guidelines, 1999 (“the Guidelines”) or any statutory
and schedule, exercise price, exercise period, eligibility
modification(s) or re-enactment of the Act or the
criteria or to suspend, withdraw, terminate or revise the
Guidelines, the provisions of any other applicable laws
Scheme etc.
and regulations for the time being in force, the Articles of
RESOLVED FURTHER THAT the Securities may be
Association of the Company and Listing Agreements
allotted in accordance with the Scheme either directly or
entered into by the Company with the Stock Exchanges
through an existing trust or a trust which may be setup in
where the securities of the Company are listed and subject
any permissible manner and that the Scheme may also
to any applicable approval(s), permission(s) and
envisage for providing any financial assistance to the trust
sanction(s) of any authorities and subject to any
to enable the trust to acquire, purchase or subscribe to the
condition(s) and modification(s) as may be prescribed or
Securities of the Company.
imposed by such authorities while granting such
RESOLVED FURTHER THAT any new equity shares to
approval(s), permission(s) and sanction(s) and which may
be issued and allotted as aforesaid shall rank pari passu
be agreed to and accepted by the Board of Directors of the
inter se with the then existing equity shares of the
Company (hereinafter referred to as “the Board” which
Company in all respects.
term shall include 'Remuneration/Compensation
RESOLVED FURTHER THAT the Board be and is hereby
Committee' of the Board), consent of the Company be and
authorised to take necessary steps for listing of the
is hereby accorded to the Board to grant, offer and issue, in
Securities allotted under the Scheme on the Stock
one or more tranches, to such eligible employees of the
Exchanges where the securities of the Company are listed
Company whether working in India or out of India and
as per the provisions of the Listing Agreements with the
Directors of the Company whether Whole Time Directors
Stock Exchanges concerned, the Guidelines and other
or otherwise (hereinafter referred to collectively as the
applicable laws and regulations.
“Employees”), as may be decided by the Board, Options
RESOLVED FURTHER THAT for the purpose of giving
exercisable by the Employees under a Scheme titled “The
effect to this resolution, the Board be and is hereby
19
Annual Report 2009-10
authorised to do all such acts, deeds, matters and things
SDN. BHD, Aurionpro Solutions INC, USA, Aurionpro
as it may, in its absolute discretion, deem necessary,
Solutions SPC, Bahrain, E2E Infotech Limited, UK, E2E
expedient or proper and to settle any questions, difficulties
Infotech (India) Pvt Ltd, Aurionpro Solutions (Hong Kong)
or doubts that may arise in this regard at any stage
Limited, Auroscient Outsourcing Limited, India, Aurofidel
including at the time of listing of the Securities without
Outsourcing Limited, India, SENA Systems Pvt Ltd, India,
requiring the Board to secure any further consent or
Aurionpro Solutions PTY Ltd, Australia, Aurionpro SCM
approval of the Members of the Company to the end and
Pte Ltd, Singapore whether working in India or out of India
intent that they shall be deemed to have given their
and Directors of the present and future subsidiaries of the
approval thereto expressly by the authority of this
Company whether Whole Time Directors or otherwise, as
resolution.”
may be decided by the Board and / or such other persons,
10. To consider and if thought fit, to pass with or without
as may from time to time, be allowed under prevailing laws
modification(s) the following Resolution as a Special
and regulations on such terms and conditions as may be
Resolution:
decided by the Board.
“RESOLVED THAT in accordance with the provisions of
RESOLVED FURTHER THAT for the purpose of giving
Section 81 (1A) and all other applicable provisions, if any,
effect to the above resolution, the Board be and is hereby
of the Companies Act, 1956 (“the Act”) and the Securities
authorised to do all such acts, deeds, matters and things
and Exchange Board of India (Employee Stock Option
as it may, in its absolute discretion, deem necessary,
Scheme and Employee Stock Purchase Scheme)
expedient or proper and to settle any questions, difficulties
Guidelines, 1999 (“the Guidelines”) or any statutory
or doubts that may arise in this regard at any stage
modification(s) or re-enactment of the Act or the
including at the time of listing of the Securities without
Guidelines, the provisions of any other applicable laws
requiring the Board to secure any further consent or
and regulations for the time being in force, the Articles of
approval of the Members of the Company to the end and
Association of the Company and Listing Agreements
intent that they shall be deemed to have given their
entered into by the Company with the Stock Exchanges
approval thereto expressly by the authority of this
where the securities of the Company are listed and subject
resolution.”
to any applicable approval(s), permission(s) and
11. To consider and if thought fit, to pass with or without
sanction(s) of any authorities and subject to any
modification(s) the following Resolution as a Special
condition(s) and modification(s) as may be prescribed or
Resolution:
imposed by such authorities while granting such
“RESOLVED THAT in accordance with the provisions of
approval(s), permission(s) and sanction(s) and which may
Section 81(1A) and other applicable provisions, if any, of
be agreed to and accepted by the Board of Directors of the
the Companies Act, 1956 (“Act”), Foreign Exchange
Company (hereinafter referred to as “the Board” which
Management Act, 1999 (including any statutory
term shall include 'Remuneration/Compensation
modification(s) or re- enactment thereof for the time being
Committee' of the Board), consent of the Company be and
in force), and the applicable Rules, Guidelines,
is hereby accorded to the Board to extend the benefits of
Regulations, Notifications and Circulars, if any, SEBI
the “The ASL ESOS- 2010” referred to in the resolution
(Issue of Capital and Disclosure Requirements)
under Item No. 9 in this Notice and duly passed at this
Regulations, 2009 and the Listing Agreements, entered
Meeting, also to such eligible employees of the future
into by the Company with the Stock Exchanges where the
subsidiaries and the present subsidiaries of the Company
shares of the Company are listed, or any other law for the
namely Aurionpro Solutions Pte. Ltd., Singapore, Integro
time being in force and subject to such approvals,
Technologies Pte. Ltd, Singapore, Integro Technologies
consents, permissions and sanctions of the Government
20
Annual Report 2009-10
of India (“GOI”), Reserve Bank of India (“RBI”), Foreign
and / or securities with warrants including any instruments
Investment Promotion Board (“FIPB”), Securities and
or securities representing either equity shares and / or
Exchange Board of India (“SEBI”), Registrar of
bonds with or without Share Warrants attached
Companies (“RoC”) and subject to such consents and
(collectively referred to as “Securities”, including any
such other approvals as may be necessary and subject to
combination thereof), secured or unsecured listed on any
such conditions and modifications as may be considered
stock exchange inside India or any international stock
necessary by the Board of Directors (hereinafter referred
exchange outside India, through an offer document and /
to as “the Board” which term shall be deemed to include
or prospectus and / or offer letter, and / or offering circular,
any Committee thereof for the time being exercising the
and / or listing particulars, as the Board in its sole
powers conferred on the Board by this resolution) or as
discretion may at any time or times hereafter decide,
may be prescribed or made, in granting such consents and
including the discretion to determine the categories of
approvals and which may be agreed to by the Board,
Investors to whom the offer, issue and allotment shall be
which the Board be and is hereby authorised to accept, if it
made to the exclusion of all other categories of Investors at
thinks fit in the interest of the Company, the consent of the
the time of such issue and allotment considering the
Company be and is hereby accorded to the Board to offer,
prevailing market conditions and other relevant factors
issue and allot in one or more tranches, whether Indian
wherever necessary in consultation with the Lead
Rupee denominated or denominated in foreign currency,
Managers, to be issued either for cash or for consideration
in the course of domestic / international offerings (in or
other than cash including shares of another company,
more foreign markets) to any person including Domestic /
whether in India or abroad, at such price (whether at a
Foreign Investors, Foreign Institutional Investors, Non-
discount or premium to the market price) as per applicable
Resident Indians, Companies, Body Corporates, Trusts,
regulations from time to time duly adjusted for any stock
Mutual Funds, Banks, Insurance Companies, Pension
split, consolidation, issue of bonus shares etc. in such
Funds, individuals, employees of the Company or
manner, including through book building process,
otherwise, whether shareholders of the Company or not
provided however the total amount (including if the
(collectively referred to as the “Investors”, including any
Securities have been issued at a premium) raised through
combination thereof), through a public issue, rights issue,
the aforesaid Securities should not, together with the over-
preferential issue and / or on a private placement basis,
allotment / green shoe option, if any, exceed USD 75
with or without over-allotment option, Equity Shares,
million (United States Dollars Seventy Five million
debentures or bonds, whether non-convertible or Partly /
only) or its Indian Rupee equivalent.
Optionally / Fully Convertible and / or securities linked to
RESOLVED FURTHER THAT in accordance with the
Equity Shares or securities issued by way of Qualified
provisions of Section 81(1A) and other applicable
Institutional Placement in terms of the Chapter VIII of the
provisions, if any, of the Act, the provisions of SEBI (Issue
Securities and Exchange Board of India (Issue of Capital
of Capital and Disclosure Requirements) Regulations,
and Disclosure Requirements) Regulations, 2009 as
2009
amended from time to time, including but not limited to
Management Act, 1999 and the Foreign Exchange
the provisions of the Foreign Exchange
Global Depository Receipts (GDRs) and / or American
Management (Transfer or Issue of Security by a Person
Depository Receipts (ADRs) and / or Foreign Currency
Resident Outside India) Regulations, 2000, the Board of
Convertible Bonds (FCCBs) and / or any Other Financial
Directors may at their absolute discretion, issue, offer and
Instruments (OFIs) and / or any securities convertible into
allot equity shares / fully convertible debentures (FCDs) /
equity shares at the option of the Company and / or holders
partly convertible debentures (PCDs) or any securities
of the securities, and / or securities linked to equity shares
other than warrants, which are convertible into or
21
Annual Report 2009-10
exchangeable with equity shares at a later date, for and
/ or listing particulars.
upto the amount of USD 75 million (United States
RESOLVED FURTHER THAT the Company and / or any
Dollars Seventy Five million only) or its Indian Rupee
entity, agency or body authorised and / or appointed by the
equivalent, inclusive of premium to Qualified
Company, may issue depository receipts representing the
Institutional Buyers pursuant to a qualified institutional
underlying Securities issued by the Company in
placement, as provided for under SEBI (Issue of Capital
negotiable, registered or bearer form with such features
and Disclosure Requirements) Regulations, 2009 as
and attributes as are prevalent in international capital
amended from time to time.
markets for instruments of this nature and to provide for
RESOLVED FURTHER THAT where securities which are
the tradability and free transferability thereof as per
convertible into or exchangeable with equity shares at a
international practices and regulations (including listing on
later date in terms of SEBI (Issue of Capital and Disclosure
one or more stock exchange(s) inside or outside India) and
Requirements) Regulations, 2009, as specified above, the
under the forms and practices prevalent in the
relevant date for the purpose of pricing of the securities
international markets.
shall be as per SEBI (Issue of Capital and Disclosure
RESOLVED FURTHER THAT for the purpose of giving
Requirements) Regulations, 2009 as amended from time
effect to the above, the Board, in consultation with the
to time.
Lead Managers, Underwriters, Advisors and / or other
RESOLVED FURTHER THAT without prejudice to the
persons as appointed by the Company, be and is hereby
generality of the above, the aforesaid Securities may have
authorised to determine the form and terms of the issue(s),
such features and attributes or any terms and conditions in
including the class of investors to whom the Securities are
accordance with international practices to provide for the
to be allotted, number of Securities to be allotted in each
tradability and free transferability thereof as per prevailing
tranche, issue price (including premium, if any), face
capital markets practices and regulations, including, but
value, premium amount on issue / conversion of Securities
not limited to, the terms and conditions in relation to
/ exercise of warrants / redemption of Securities, rate of
security, rate of interest, issue of additional Equity Shares,
interest, redemption period, number of equity shares or
variation of the conversion price of the Securities during
other securities upon conversion or redemption or
the duration of the Securities, payment of interest,
cancellation of the Securities, the price, premium or
additional interest, premium on redemption, prepayment
discount on issue / conversion of Securities, rate of
and any other debt service payments whatsoever.
interest, period of conversion, fixing of record date or book
RESOLVED FURTHER THAT in case of any equity linked
closure and related or incidental matters, listings on one or
issue / offering, including without limitation, any GDR /
more stock exchanges in India and / or abroad, as the
ADR / FCCB offering, the Board be and is hereby
Board in its absolute discretion deems fit.
authorised to issue and allot such number of equity shares
RESOLVED FURTHER THAT such of these Securities as
as may be required to be issued and allotted upon
are not subscribed may be disposed off by the Board in its
conversion, redemption or cancellation of any such
absolute discretion in such manner, as the Board may
Securities referred to above or as may be issued / allotted
deem fit and as permissible by law.
in accordance with the terms of issue / offering in respect
RESOLVED FURTHER THAT for the purpose of giving
of such Securities and such equity shares shall rank pari-
effect to the above resolution, the Board be and is hereby
passu with the existing equity shares of the Company in all
authorised to do all such acts, deeds, matters and things
respects except if provided otherwise under the terms of
as it may, in its absolute discretion deem necessary or
issue / offering and in the offer document and / or
desirable, including without limitation to settle any
prospectus and / or offer letter and / or offering circular and
question, difficulty or doubt that may arise in regard to the
22
Annual Report 2009-10
offer, issue and allotment of the Securities.
Branch, in the form of Fixed Deposit for Working Capital
RESOLVED FURTHER THAT the Board be and is hereby
purpose.”
authorised to accept any modification in the proposal as
“FURTHER RESOLVED THAT the Managing Director or
may be required by the authorities involved in such issues
Whole Time Director or
but subject to such conditions as the SEBI / GOI / RBI or
Company be and are hereby authorised to take all
Company Secretary of the
such other appropriate authorities, inside or outside India,
effective steps for giving effect to this resolution for and on
may impose at the time of their approval and as agreed to
behalf of the Company.”
by the Board. Notes:
RESOLVED FURTHER THAT the Board be and is hereby
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
entitled to appoint or enter into and execute all such
MEETING IS ENTITLED TO APPOINT A PROXY TO
arrangements / agreements, with any Lead Manager(s) /
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF
Underwriter(s) / Banker(s) / Guarantor(s) / Depository(ies)
AND THE PROXY NEED NOT BE A MEMBER OF THE
/ Listing Agent(s) / Trustee(s) / Legal Counsel /
COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE,
Custodian(s) / Process Agent(s) / Advisor(s) and all such
MUST BE DEPOSITED AT THE REGISTERED OFFICE
agencies or entities, inside or outside India, as may be
OF THE COMPANY NOT LESS THAN 48 HOURS
involved or concerned in such issue / offering of Securities
BEFORE THE COMMENCEMENT OF THE MEETING.
and to remunerate all such agencies and entities as may
2. An explanatory statement pursuant to Section 173(2) of
be involved in cash or otherwise including by way of
the Companies Act, 1956 in respect of item nos. 5 to 12 is
payment of commission, brokerage, fees, expenses
annexed
incurred in relation to the issue / offering of Securities and
3. Dr. Mahendra Mehta and Mr. Paresh Zaveri, Directors, are
other expenses, if any or the like, subject to applicable
liable to retire by rotation at the ensuing Annual General
laws and regulations.
Meeting and being eligible offers themselves for re-
RESOLVED FURTHER THAT the Board be and is hereby
appointment. A brief profile of Dr. Mahendra Mehta and Mr.
authorised to delegate all or any of the powers herein
Paresh Zaveri and names of companies in which they are
conferred above to any Committee of Directors or any one
Directors/ committee members are given in the Corporate
or more Directors / Executives of the Company.
Governance Report, which forms part of the Annual
12. To consider and if thought fit, to pass with or without
Report.
modification(s) the following Resolution as a Special
4. Corporate members intending to send their authorised
Resolution:
representatives to attend the Meeting are requested to
“RESOLVED THAT pursuant to the final prospectus dated
send a certified copy of the Board Resolution authorizing
14th October, 2005 and with more specific reference to the
their representative to attend and vote on their behalf at
Certification as appearing under the heading Object of the
the Meeting.
Issue on page no. 21 read with Securities and Exchange
5. The Register of Members and the Share Transfer Register
Board of India (Issue of Capital and Disclosure
will be closed from Saturday, 25th September, 2010 to
Requirements) Regulations, 2009 as amended from time
Thursday, 30th September, 2010, both days inclusive.
to time and Regulation 24 of the said Guidelines the
6. Dividend for the year ended 31st March 2010, if declared
members of the Company do and hereby approve the
at the Annual General Meeting, shall be paid within the
Change in terms of issue as appearing on the said page in
prescribed time limit, to those members, whose names
order to enable the Board of Directors of the Company to
appear:
utilize the balance amount of Rs. 23.92 Lacs as on 30th
a.
June, 2010 lying to the credit of the Bank of India , Mahim
23
As beneficial owners at the end of business day on
Annual Report 2009-10
Friday, 24th September, 2010 as per lists furnished by
joint names, if they are held in a single name and/or
NSDL and CDSL in respect of shares held in electronic
appoint a nominee.
form. b.
d. Bring with them at the meeting a copy of the Annual
On the register of members of the Company as on
Report and Attendance Slip.
Friday, 24th September, 2010 in respect of shares held
11. Members desirous of obtaining any information
in physical form.
concerning the accounts and operations of the Company
7. In order to enable the Company to remit dividend through
are requested to address their communications to the
Electronic Clearing Service (ECS), members are
Registered Office of the Company, so as to reach at least
requested to provide details of their bank accounts
seven days before the date of the meeting, so that the
indicating the name of the bank, branch, account number
required information can be made available at the
and the nine-digit MICR code (as appearing on the
meeting, to the extent possible.
cheque). It is advisable to attach a photocopy of the
12. Members, who hold shares in electronic form, are
cheque leaf/cancelled cheque leaf. The said information
requested to bring their Client ID and DP ID numbers at the
should be submitted on or before Friday, 24th September,
meeting for easier identification.
2010 to the Company if the shares are held in physical
13. In terms of Section 205A and 205C of the Companies Act,
form and to the concerned Depository Participant (DP), if
1956 the amount of dividend remaining unclaimed or
the same are held in electronic form. Payment through
unpaid for a period of seven years from the date of transfer
ECS shall be subject to availability of ECS Centers and
to the unpaid dividend account is required to be
timely furnishing of complete and correct information by
transferred to the Investor Education and Protection Fund.
members.
Therefore, the members who have not en-cashed the
8. Members are advised to encash dividend warrants
dividend warrants for the financial year ended 31st March,
promptly. 9.
2006, 31st March, 2007, 31st March, 2008 and 31st March,
Members are advised to avail of nomination facility in
2009 are requested to send back their warrants or make
respect of shares held by them.
their claims to our Registrar & Share Transfer Agent viz.,
10. Members are requested to:
Bigshare Services Private Limited, E-2, Ansa Industrial Estate, Andheri (East), Mumbai 400 072.
a. Intimate the Company, changes, if any, in their registered addresses at an early date for shares held in
By Order of the Board of Directors
physical form. For shares held in electronic form, changes if any may be communicated to respective
Mehul Raval Company Secretary Mumbai, 12th August, 2010
DPs. b. Quote ledger folio numbers/DP ID and Client ID numbers in all their correspondence.
Registered Office: 404, 4th Floor, Winchester, Hiranandani Business Park, Powai, Mumbai 400 076.
c. To avoid inconvenience, get the shares transferred in
24
Annual Report 2009-10
EXPLANATORY STATEMENT PURSUANT TO
May 2005, the members had appointed Mr. Amit Sheth as
SECTION 173 (2) OF THE COMPANIES ACT, 1956.
Managing Director and Mr. Sanjay Desai as Executive
ITEM No.5:
Chairman for a period of 5 years upto 31st March, 2010.
The existing Auditors of the Company M/s. Chaturvedi &
The present proposal is to seek the members' approval for the
Shah, Chartered Accountants, Mumbai, have expressed their
re-appointment of and remuneration payable to Mr. Amit
unwillingness to be reappointed as a Statutory Auditors of the
Sheth as Managing Director and Mr. Sanjay Desai as an Executive Chairman of the Company, in terms of the
Company for the Financial Year 2010-2011.
applicable provisions of the Companies Act, 1956.
In view of the same, the Board of Directors of the Company had discussions with M/s. Chokshi & Chokshi Chartered
The Board of Directors of the Company through circular
Accountants, Mumbai, to be appointed as Statutory Auditors
resolution dated 30th March, 2010 has, subject to approval of
of the Company for the Financial Year 2010-2011 in place of
members, re-appointed Mr. Amit Sheth and Mr. Sanjay Desai
the retiring Auditors.
for a further period of 5 years from the 1st April, 2010 on the remuneration determined by the Remuneration Committee of
The said firm of Chartered Accountants has already furnished
the Board at its meeting held on 19th March, 2010.
the required certificate under Section 224 (1B) the Companies
Your directors, therefore, recommend the resolution for your
Act, 1956.
approval.
Subsequently the Board of Directors at their Meeting held on 12th August, 2010 has recommended Appointment of M/s.
Copies of the draft agreements entered into with Mr. Amit
Chokshi & Chokshi, Chartered Accountants, Mumbai as
Sheth and Mr. Sanjay Desai and the earlier resolutions
Statutory Auditors of the Company for the Financial Year
relating to their appointments and remuneration are open for
2010-2011 subject to the approval of the Members at the forth
inspection of the members at the registered office of the
coming Annual General Meeting.
company between 11.00 a.m. and 1.00 p.m. on any working day excluding Saturdays up to the date of ensuing AGM on
None of the Directors of the Company may be deemed to be
30th September, 2010.
concerned or interested in passing of the said resolution.
Mr. Amit Sheth and Mr. Sanjay Desai are interested in the
ITEM No.6:
resolution pertaining to their re-appointment and
Mr. Vishwanath Prabhu was appointed as an Additional
remuneration payable to each of them.
Director of the Company w.e.f. 19th March, 2010. As per
None of the other directors are concerned or interested in the
provision of section 260 of the Companies Act, 1956, Mr.
resolution.
Vishwanath Prabhu hold office upto the date of ensuing Annual General Meeting of the Company, and is eligible for
ITEM NO. 9 & 10
appointment. The Company has received notice under
The Company recognizes that in an increasingly competitive
section 257 of the Companies Act, 1956, proposing his
environment, people are key resources. The Company
appointment as a Director of the Company, along with the
therefore understands that rewarding its key and high
requisite deposit.
performing employees is critically imperative to its continued
Details regarding him and his brief resume has been given in
success. Consequently, the management is further keen to
the Corporate Governance Report section of the Annual
offer stock Options to its key employees and / or Directors; and
Report. Keeping in view his experience and expertise, his
to key employees and / or Directors of its subsidiaries. It understands that a stock option plan would be ideal to ensure
appointment as Director of the Company is recommended.
retention of qualified, talented and competent key personnel
None of the other directors, except Mr. Viswanath Prabhu are
and to keep them continuously motivated to create value for
concerned or interested in the resolution.
them. As required by the guidelines, the Board hereby place
ITEM NO.7 & 8
before the members for approval of the proposal of Issue of
At the Annual General Meeting of the company held on 28th
Employee Stock Option pursuant to The ASL ESOS- 2010
25
Annual Report 2009-10
(hereinafter referred to as the “the Scheme”) of which salient
grant of Options and vesting of Options. The maximum
features are as under:
vesting period shall extend up to four years from the date of grant of Options, unless otherwise decided by the
(A) Total number of Options to be granted The Options to be granted under the Scheme shall not
Board.
result in issue of equity shares exceeding 10,00,000 equity
The vesting will be in the following graduated scale and
shares.
subject to the terms and conditions of vesting, as stipulated under the scheme by the Board/Committee:
(B) Identification of classes of employees entitled to
(a) 1st Vesting: 20% of options granted at the end of 1st
participate in the Scheme Such eligible employees, including Directors, of the
year from the date of grant or any extended period as
Company and its future subsidiaries and its present
may be determined by the Board/Compensation
subsidiary companies namely Aurionpro Solutions Pte.
Committee;
Ltd., Singapore, Integro Technologies Pte. Ltd, Singapore,
(b) 2nd Vesting: 30% at the end of second year from the
Integro Technologies SDN. BHD, Aurionpro Solutions
date of grant or any extended period as may be
INC, USA, Aurionpro Solutions SPC, Bahrain, E2E
determined by the Board/Compensation Committee;
Infotech Limited, UK, E2E Infotech (India) Pvt Ltd,
and (c) 3rd Vesting: 50% at the end of third year from the date
Aurionpro Solutions (Hong Kong) Limited, Auroscient
of grant.
Outsourcing Limited, India, Aurofidel Outsourcing Limited, India, SENA Systems Pvt Ltd, India, Aurionpro Solutions
(E) Maximum period within which the options shall be
PTY Ltd, Australia, Aurionpro SCM Pte Ltd, Singapore, as
vested
may be decided by the Board, from time to time, shall be
The Board will decide the maximum period within which
entitled to participate in the Scheme.
the option shall be vested in an employee at the time of
Under the prevailing Guidelines, an employee who is a
issue of the option. The maximum vesting period shall
promoter or belongs to the promoter group will not be
extend up to four years from the date of grant of Options,
eligible to participate in the Scheme. A Director, who either
unless otherwise decided by the Board.
by himself or through his relative or through any body
(F) Exercise price or pricing formula
corporate, directly or indirectly holds more than 10% of the
The exercise price for the purpose of the grant of Options
outstanding equity shares of the Company, will also not be
shall be the market price i.e. the latest available closing
eligible to participate in the Scheme.
price prior to the date of the grant as quoted on National
The Options granted under the Scheme shall not be
Stock Exchange of India Limited or such price as may be
renounced, transferred, pledged, hypothecated,
decided by the Board/Compensation Committee.
mortgaged or otherwise alienated in any other manner.
(G) Exercise period and the process of exercise
(C) Transferability of employee stock options
The Maximum Exercise period shall be one year from the
The stock options granted to an employee will not be
date of vesting and on the expiry of one year the right to
transferable to any person and shall not be pledged,
exercise the Options shall lapse. Once the Options
hypothecated, mortgaged or otherwise alienated in any
become vested in an employee he may exercise the
manner. However, in the event of the death of an employee
Options at various points of time within the Maximum
stock option holder while in employment, the right to
Exercise Period i.e. he would be entitled to subscribe to
exercise all the options granted to him till such date shall
the Equity shares.
be transferred to his legal heirs or nominees.
The Options will be exercisable by the Employees by a
(D) Requirements of vesting, period of vesting and
written application to the designated officer of the
maximum period of vesting
Company, in such manner, and on execution of such
There shall be a minimum period of one year between the 26
Annual Report 2009-10
valuation of the Options. The difference between the
documents, as may be prescribed by the Board. (H) Appraisal process for determining the eligibility of
employee compensation cost so computed and the
employees to participate in the Scheme
employee compensation cost that shall have been
The Company has a formal performance appraisal system
recognized, had the fair value of the Options been
established whereby performance of the employees is
recognized, shall be disclosed in the Directors' Report and
assessed each year on the basis of various functional and
the impact of such difference on profits and on EPS of the
managerial parameters. The appraisal process is revised
Company shall also be disclosed in the Directors' Report.
at regular intervals in line with the emerging global standards.
Clause 6.1 of the Guidelines requires that any employee
The Employees would be granted Options based on
stock option scheme must be approved by way of a special
performance linked parameters such as work
resolution. Further, as the Scheme will entail further
performance, technical knowledge, period of service,
shares to be offered to persons other than existing
designation and such other parameters as may be
Members of the Company, consent of members is
decided by the Board from time to time.
required by way of a special resolution pursuant to the
The Board may its discretion extend the benefits of the
provisions of Section 81 of the Companies Act, 1956 (the
Scheme to a new entrant.
Act). Accordingly, the resolution set out at Item No. 9 is being placed for approval of Members pursuant to the
(I) Maximum number of Options to be issued per
provisions of Section 81 of the Act and Clause 6 of the
employee and in aggregate
Guidelines and all other applicable provisions of laws.
The number of Options that would be granted to an
As per Clause 6.3 of the Guidelines, a separate special
employee under the Scheme shall be decided by the
resolution is required to be passed, if the benefits of the
Board. However, Options to be granted to a single
scheme are to be extended to employees of the holding or
employee shall not result into equity shares exceeding 1%
subsidiary companies. Further, as the Scheme will entail
of the issued, subscribed and paid-up equity shares of the
further shares to be offered to persons other than existing
Company as on 12th August, 2010. The aggregate of all
Members of the Company, consent of Members is
such grants shall not result into equity shares exceeding
required by way of a special resolution pursuant to the
10,00,000 equity shares of the Company.
provisions of Section 81 of the Act. Accordingly, the
The number of options that may be granted to any specific
resolution set out at Item No. 10 is being placed for
employee under the Scheme shall not be equal to or
approval of Members pursuant to the provisions of Section
exceed 1% of the issued and paid-up capital (excluding
81 of the Act and Clause 6 of the Guidelines and all other
outstanding warrants and conversions) of the Company as
applicable provisions of laws.
on 12th August. 2010.
The Options to be granted under the Scheme shall not be
The maximum number of shares that can be issued under
treated as an offer or invitation made to public for
the Scheme to Non-Executive Directors of the Company in
subscription in the securities of the Company.
a financial year and in aggregate shall not exceed the limit
The Board recommends the Special Resolutions set out at
prescribed under the Guidelines.
Item Nos. 9 and 10 for approval of Members.
(J) Accounting methods/policies
None of the Directors of the Company is, in any way,
The Company and its subsidiary companies shall conform
concerned or interested in the Resolutions, except to the
to the accounting policies specified in Clause 13.1 of the
extent of the Options that may be offered to them under the
Guidelines, and/or such other guidelines as may be
Scheme.
applicable, from time to time.
ITEM NO. 11
(K) Method of valuation of Options
Your Company has been considering expanding its business
The Company shall use the intrinsic value method for
27
Annual Report 2009-10
including by way of acquisition. The proposed resolution will
issue of shares to persons other than existing shareholders of
enable your Company to issue / offer equity and / or equity
the Company. Similarly Listing Agreement provides inter alia
related instruments / Depository Receipts / Foreign Currency
that the Company in the first instance should offer all securities
Convertible Bonds (FCCB), or such other instrument as may
to be issued by the Company for subscription pro-rata to the
be finalized by the Board or Committee thereof in the course of
existing equity shareholders unless the shareholders in a
domestic / international offering, in the aggregate amount not
General Meeting decide otherwise.
exceeding USD 75 million or equivalent sum in Indian
The said special resolution, if passed, shall have the effect of
Rupees/in any other currency in the manner set out in the
allowing the Board on behalf of the Company to issue and allot
resolution. The issue proceeds will enable the Company inter
the securities otherwise than on pro-rata basis to the existing
alia finance acquisitions, other strategic initiatives and / or
shareholders.
other general corporate purposes.
Therefore, consent of the shareholders is being sought
The detailed terms and conditions for the offer will be
pursuant to the provisions of Section 81 and other applicable
determined in consultation with the Advisors, Lead Managers
provisions of the Act.
and Underwriters and such other authority or authorities as
The Board of Directors believes that such issue is in the
may be required, considering the prevailing market conditions
interest of the Company and therefore recommends the
and other regulatory requirements.
resolution for your approval.
The Special Resolution seeks to empower the Board of
None of the Directors of the Company, except to the extent of
Directors to issue securities in such tranche at such time or
any securities may be offered to them, are concerned or
times, at such price or prices and to such persons including
interested in this resolution.
institutions and/or corporate bodies and/or individuals or
Item No.12
otherwise as the Board may in its absolute discretion, deem fit
During the year 2005 your company came up with Initial Public
and / or also to undertake a qualified institutional placement
Offer of shares. One of the objects of the issue was to meet
with qualified institutional buyers as defined by SEBI (Issue of
certification expenses. In the said prospectus, an amount of
Capital and Disclosure Requirements) Regulations, 2009.
Rs.29.09 Lacs was allocated towards certification expenses.
The Board of Directors may in their discretion adopt this
However the company is unable to fully utilize the said amount
mechanism as prescribed under SEBI (Issue of Capital and
towards certification expenses. Therefore an amount of
Disclosure Requirements) Regulations, 2009 as amended
Rs.23.92 remained un- utilized. Hence your company seeks
from time to time for raising funds for the Company, without
your approval to change terms of utilization and to use the said
seeking fresh approval from the shareholders.
amount for working capital purposes.
As the pricing of the offering cannot be decided except at a
None of the Directors of the Company are concerned or
later stage, it is not possible to state the price or the exact
interested in this resolution.
number of securities or shares to be issued. However, the same would be in accordance with SEBI Guidelines and / or
By Order of the Board of Directors
Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, Mehul Raval Company Secretary Mumbai, 12th August, 2010
1993 as amended from time to time or any other guidelines / regulations as may be applicable. For the reasons stated aforesaid, an enabling resolution is being passed to give adequate flexibility and discretion to the
Registered Office: 404, 4th Floor, Winchester, Hiranandani Business Park, Powai, Mumbai 400 076.
Board to finalise the terms of the issue. Under Section 81 of the Companies Act, 1956 (the Act) shareholders' approval by a special resolution is required for
28
Annual Report 2009-10
Directors’ Report To the Members, The Directors present their 13th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2010 and the Balance Sheet as on that date: 1. FINANCIAL RESULTS Consolidated Financials of the Company and its subsidiaries: (Rs. in crore) Year ended
Year ended
March 31, 2010
March 31, 2009
337.70
275.16
71.23
68.43
2.57
1.45
Less: Depreciation and amortization
22.20
19.07
Profit before tax
46.46
47.91
5.96
7.07
40.50
40.83
-
0.52
77.88
46.78
0.40
0.20
118.78
87.29
Transfer to General Reserve & Statutory Reserve
0.36
1.50
Proposed dividend on Equity Shares
2.96
2.89
Corporate tax on dividend
0.50
0.49
114.95
82.42
Total Revenue Profit before finance charges, depreciation and tax Less: Finance Charges
Less: Provision for taxation (including Current Tax, Deferred tax, Fringe Benefit Tax and Tax adjustments of earlier years) Net Profit after tax Less: Minority Interest Add: Surplus brought forward from previous year Add: Prior period adjustments Amount available for Appropriation Appropriations:
Balance carried to Balance Sheet
Total Income increased to Rs. 337.70 crore from Rs. 275.16 crore in the previous year, at a growth rate of 22.73%. The profit before tax at Rs. 46.46 crore as against Rs. 47.91 crore in the previous year represents a meager decrease by 3.03% over the previous year.
29
Annual Report 2009-10
Financials of the Company on a standalone basis: (Rs. in crore) Year ended
Year ended
'March 31, 2010
March 31, 2009
Total Revenue
53.38
56.95
Profit before finance charges, depreciation and tax
14.10
29.45
Less: Finance Charges
3.76
1.94
Less: Depreciation and amortization
6.97
6.37
Profit before tax
3.37
21.14
(0.24)
4.12
3.61
17.01
Add: Surplus brought forward from previous year
39.14
27.00
Amount available for Appropriation
42.75
44.01
Transfer to General Reserve
0.36
1.50
Proposed dividend on Equity Shares
2.96
2.89
Corporate Tax on dividend
0.50
0.49
38.93
39.14
Less: Provision for taxation (including Current Tax, Deferred tax, Fringe Benefit Tax and Tax adjustments of earlier years) Net Profit after tax
Appropriations:
Balance carried to Balance Sheet 2. DIVIDEND
The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 2.00 per share, (20%) for the year ended 31st March, 2010. The amount of dividend and the tax thereon aggregates to Rs. 3.46 crores. 3. TRANSFER TO RESERVES We propose to transfer Rs. 0.36 crore to the general reserve. An amount of Rs. 38.93 crore is proposed to be retained in the Profit and Loss Account. 4. OPERATIONS Despite of the economic slowdown in the past year, the Company's products have weathered the crises and showed growth and momentum. The Company expanded its product range into the supply chain space by entering into an agreement with Arshiya International's technology subsidiary to acquire marketing rights along with all existing customers and hosting infrastructure of Cyberlog technologies in an all cash deal. Cyberlog product Suite is a completely web based comprehensive and state of the art solution for integrated logistics and supply chain management with customers in over 20 countries. Your company entered into a global partner agreement through its wholly owned subsidiary viz; E2E Infotech Ltd with CameronTec, the financial industry's leading provider of FIX infrastructure and connectivity solutions. The terms of the
30
Annual Report 2009-10
agreement gives E2E infotech Limited specific CameronFIX Reseller rights for the Middle East and India. This new alliance will bolster coverage in key emerging markets and complement core professional services for CameronFIX, the engine universally regarded as the reference standard for reliable, mature FIX applications. E2E infotech Limited is currently participating with large CameronFIX installations in both Europe and Asia Pacific. 5. FINANCIAL RESOURCES a) ESOP The Board of Directors at their Board Meeting held on 04th September, 2008 and the members at the 11th Annual General Meeting held on 30th September, 2008, approved the issue of 14,64,941 equity shares under Employees Stock Option Scheme - 2008 to eligible permanent employees including Directors of the Company and its subsidiary companies to participate in the future growth of the Company. The Company has received in-principal approval from Stock Exchanges for issue and allotment of 10,00,000 equity shares under the said Scheme. The Remuneration/Compensation Committee in its meeting held on 01st June, 2009 approved the grant of 10,00,000 options. The exercise price for the purpose of the grant of options was taken as the market price i.e. available closing price prior to the date of the grant as quoted on National Stock Exchange. Accordingly in accordance with ESOS of the Company, the employees as on date have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period shall be one year from the date of grant. Against each option, 20% can be exercised by the end of first year from the date of grant of options i.e. after 31st May, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after 31st May, 2011 and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after 31st May, 2012: Details as on 31st March, 2010 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Sr. No 1
Description
Details
Total number of options granted under the Scheme - “The ASL ESOS–2008”
10,00,000 options
2
Options Granted During the year
10,00,000 options
3
The Pricing Formula
“Exercise Price” (the price to acquire one equity share of the Company upon exercise of option) shall mean the market price; i.e. the latest available closing price prior to the date of the grant as quoted on The 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 shall not be less than Rs. 90/per option.
4
Options vested
Nil
5
Options Exercised
Nil
31
Annual Report 2009-10
Sr. No
Details
Description
6
Total No. of shares arising as a result of exercise of options
Nil
7
Options lapsed
Nil
8
Variations of terms of options
No variations made
9
Money realised by exercise of options
N.A.
10
Total no. of options in force
10,00,000
11
Employee wise details of options granted to: i) Senior managerial personnel:
Mrs. Kashmira Bhayani - Delivery Head (30000 options) Mr. Nitin Patel - Delivery Head (17000 options) Mr. Sanjay Parchani - VP- Operations (15000 options) Mr. Umesh Ikhe - Practice Head, Treasury Market (30000 options) Mrs. Deepa Nair - AVP HR (10000 options) Mr. Mehul Raval - Company Secretary (2000 options)
ii) Any other employee who receives a grant in any one year of
Nil
option amounting to 5% or of option granted during that year:
iii) Identified employees who were granted option, during any
Nil
one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) at the time of grant: 12
Diluted earning per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20.
13
options whose exercise price either equals or exceeds or is less than the market price of the stock, Weighted average exercise prices weighted average fair value of options
14
Rs. 2.38/-
Rs. 141.75/Rs. 63.06/-
A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information:
i) ii) iii) iv) v)
Risk free interest rate Expected life Expected volatility Expected dividends The price of the underlying share in market at the time of option grant.
Estimated to be from 4.71% to 6.07% upto 3.50 years Estimated to be from 63.65% to 75.17% 20% Rs. 141.75/-
Note: In respect of options granted above, the accounting value of option is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is a no charge of compensation to Profit & loss Account in respect of ESOS scheme -2008. b) Loan Funds During the year, the Company availed of additional term loans of Rs. 17.05 crore from the State Bank of India and Rs. 23.95 crore from ICICI Bank Ltd, which were utilized for the investment in subsidiaries and working capital requirements of the Company. 32
Annual Report 2009-10
6. SUBSIDIARY COMPANIES
The Report on Corporate Governance as per the
Presently your Company has thirteen subsidiaries. In
requirements of Clause 49 of the Listing Agreement forms
terms of approval granted by the Central Government vide
part of the Annual Report.
CL -III dated 19th May, 2010
The requisite Certificate from M/s. Milind Nirkhe &
pursuant to Section 212(8) of the Companies Act, 1956,
Associates, Company Secretaries, confirming the
the Balance Sheet, Profit and Loss Account, Reports of the
compliance with the conditions of Corporate Governance
Board of Directors and Auditors of the following
as per the requirements of Clause 49 is annexed to this
subsidiaries have not been attached to the Balance Sheet
Report.
order No. 47/430/2010
of the Company. These documents will be made available
8. MANAGEMENT'S DISCUSSION AND ANALYSIS
upon request by any member of the Company interested in
REPORT (MDA)
obtaining the same. The annual accounts of the subsidiary
Management's Discussion and Analysis Report for the
companies will also be kept open for inspection by any
year under review, as stipulated under Clause 49 of the
investor at the Registered Office of the Company and that
Listing Agreement with the Stock Exchanges in India, is
of the respective subsidiary companies. However, as
presented in a separate section forming part of the Annual
directed by the Central Government, the financial data of
Report.
the subsidiaries has been furnished under 'Details of
9. DIRECTORS' RESPONSIBILITY STATEMENT
Subsidiary Companies' forming part of the Annual Report: i)
Aurionpro Solutions Pte. Ltd., Singapore
In terms of the provisions of Section 217(2AA) of the Act,
ii)
Integro Technologies Pte. Ltd, Singapore
your Directors confirm that:
iii)
Integro Technologies SDN. BHD
i)
iv)
Aurionpro Solutions INC, USA
applicable accounting standards had been followed
v)
Aurionpro Solutions SPC, Bahrain
along with proper explanation relating to material
vi)
E2E Infotech Limited, UK
departures;
vii)
E2E Infotech (India) Pvt Ltd
viii)
Aurionpro Solutions (Hong Kong) Limited
and applied them consistently and made judgments
ix)
Auroscient Outsourcing Limited, India
and estimates that are reasonable and prudent, so as
x)
Aurofidel Outsourcing Limited, India
to give a true and fair view of the state of affairs of your
xi)
SENA Systems INC, USA
Company at the end of the financial year and of the
xii)
SENA Systems Pvt Ltd, India
profit of your Company for that year;
xiii)
Silicon Tech Corp, USA
xiv)
Aurionpro Solutions PTY Ltd, Australia
xv)
Aurionpro SCM Pte Ltd, Singapore
in the preparation of the annual accounts, the
ii) the Directors have selected such accounting policies
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for
A Statement containing particulars pursuant to the
safeguarding the assets of your Company and for
provisions of Section 212(1)(e) of the Companies Act,
preventing and detecting fraud and other irregularities;
1956, in respect of the above subsidiaries forms part of this
and
Annual Report.
iv) the Directors have prepared the annual accounts on a
In compliance with Clause 32 of the Listing Agreement,
'going concern' basis.
audited consolidated financial statements of the Company
10. DIRECTORS
and its subsidiaries also form part of this Annual Report.
Mr. Vishwanath Prabhu was appointed as Additional
7. CORPORATE GOVERNANCE
Director of the Company w.e.f. 19th March, 2010. He holds
33
Annual Report 2009-10
office up to the date of ensuing Annual General Meeting of
cash at a premium of Rs.80/- per share in October,
the Company. The company has received notice in writing
2005.The Company has been listed on the Bombay
from a member proposing the candidature of Mr.
Stock Exchange Limited and the National Stock
Vishwanath Prabhu as director of the company in terms of
Exchange of India Limited on 25th October, 2005. The
section 257 of the Companies Act, 1956. The resolution for
unutilized proceeds raised from IPO was Rs. 23.92
obtaining the consent of the shareholders for the aforesaid
lacs and is lying as Fixed Deposit in the Bank.
appointment is included in the notice of the ensuing Annual
13. AWARD
General Meeting. Further Mr. Mitesh Majithia ceased to be
Your Company has been ranked in the “FinTech 100 by
a Director of the company w.e.f. 30th September, 2009.
American Banker, Bank Technology News and IDC
In terms of Article 151 of the Articles of Association of the
Financial Insights”. In its first year in the rankings,
Company, Mr. Mahendra Mehta and Mr. Paresh Zaveri
Aurionpro Solutions Limited was 94th on the annual
Directors, retire by rotation and being eligible, for
international list, which honors the top vertical technology
reappointment at the ensuing Annual General Meeting.
vendors that derive more than one of their revenue from
Mr. Sanjay Desai and Mr. Amit Sheth have been re-
this industry.
appointed as Executive Chairman and Managing Director
Further our company has been ranked in the Deloitte
for a further term of five years commencing from 01st April,
Technology Fast 50 awards for the third consecutive year.
st
2010 and ending 31 March, 2015.
Deloitte Touche Tohmatsu's Global Technology, Media &
Brief resume of the Directors, nature of their expertise in
Telecommunications Industry Group ranked Aurionpro
specific functional areas and names of Companies in
38th on the list of India's Fast 50.
which they are directors and members/ Chairman of
14. FIXED DEPOSITS
committees, as stipulated by Clause 49 of the Listing
The Company has not accepted fixed deposits.
Agreement are provided in the Corporate Governance
15. AUDITORS
Report forming part of the Annual Report. Further, there
Your Company has received a letter from M/s. Charturvedi
are no inter-se relationships between the Board members.
& Shah, Chartered Accountants, Mumbai the retiring
11. NEW DEVELOPMENT AMONG SUBSIDIARIES:
Auditors of the Company expressing their unwillingness to
With effect from 01st April, 2010 Silicon Tech Corporation,
seek re-election for the Financial Year 2010-2011 at the
USA has been merged with Aurionpro Solutions Inc, USA.
forth coming Annual General Meeting.
The company also during the year incorporated two new
In view of the same the Board of Directors of your
subsidiaries viz, Aurionpro Solutions PTY Ltd, Australia
Company had a discussion with M/s. Chokshi & Chokshi,
and Aurionpro SCM Pte Ltd, Singapore.
Chartered Accountants, Mumbai to be appointed as
The Board has also in principally agreed to pursue a
Statutory Auditors of the Company for the Financial Year
Scheme of Arrangement for merger of its wholly owned
2010-2011 subject to approval of Shareholders in the
subsidiaries viz, E2E Infotech (India) Pvt Ltd, India and
forthcoming Annual General Meeting and they have
SENA System Pvt Ltd, India with the Company.
already furnished their eligibility certificate under Section
12. UTILIZATION OF PROCEEDS RECEIVED FROM
224 (1B) of the Companies Act, 1956.
INITIAL PUBLIC OFFER (IPO)
16. PARTICULARS OF EMPLOYEES
a) Your Company successfully concluded its Initial Public
Information as prescribed by Section 217(2A) of the Act,
Offer (IPO) of 30,00,247 Equity Shares of Rs. 10/-
read with Companies (Particulars of Employees)
each, issued at an Issue price of Rs.90/- per share for
(Amendment) Rules, 2002 is given as an annexure to this
34
Annual Report 2009-10
Report. However, pursuant to the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the aforesaid annexure. Members interested in the said information may write to the Company Secretary at the registered office of the Company. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information: ► Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. The requirement of disclosure of particulars in the prescribed format with respect to conservation of energy as prescribed in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided. ► Research & Development (R&D): Your Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company. ► Technology Absorption: Your Company has not imported any technology during the year under review. ► Foreign Exchange Earnings and Outgo: (Rs. In Crore) Particulars
2009-10
2008-09
29.47
37.96
Staff Cost
0.15
2.63
Software development & other expenses
0.46
2.24
Bank Interest
1.07
-
Earning in foreign Currency (on accrual basis): Software Services Expenditure in foreign Currency (on accrual basis):
18. ACKNOWLEDGEMENTS The Directors express their appreciation for the sincere co-operation and assistance of statutory authorities, bankers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your company's employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. For and on behalf of the Board of Directors
Mumbai, 12th August, 2010 Registered Office: 404, 4th Floor, Winchester, Hirandani Business Park, Powai, Mumbai 400 076 35
Sanjay Desai
Amit Sheth
Executive Chairman
Managing Director
Annual Report 2009-10
Management Discussion and Analysis The financial statements have been prepared under the
for this year and 4.25% for 2011.
historical cost convention, on accrual basis of accounting, in
India too showed great resilience in the past few months.
compliance with the requirements of the Companies Act,
According to The Reserve Bank of India, the real GDP
1956, the Generally Accepted Accounting Principles (GAAP)
growth for 2009-10 stood at 7.4%. A sharp pick-up in the
in India and mandatory accounting standards issued by the
growth of the capital goods sector, in double digits since
Institute of Chartered Accountants of India (“ICAI”). The
September 2009, points to the revival of investment
management of AurionPro Solutions Limited accepts
activity. After contracting for twelve straight months,
responsibility for objectivity and integrity of these financial
exports have turned around since October 2009 reflecting
statements, as well as for various estimates and judgments
revival of external demand. Various lead indicators of
used therein. The estimates and judgments relating to the
service sector activity also suggest increased economic
financial statements have been made on a prudent and
activity.
reasonable basis, in order that the financial statements reflect
According to the data released by the Securities and
in a true and fair manner, the state of affairs and profits for the
Exchange Board of India (SEBI), Foreign Institutional
year.
Investors (FIIs) have pumped in nearly Rs. 430,000 million
The management of AurionPro Solutions Limited (AurionPro)
into the Indian markets between January and April 1,
is committed to improve the level of transparency and
2010. Heavy inflows from FIIs also propelled the Rupee to
disclosure and for same an attempt has been made to
a 19-month high against the US Dollar on April 5, 2010. All
disclose here under, information about the Company, its
these indicators indicate that a recovery is firmly taking
business, operations, outlook, risks and financial condition.
root, although inflation remains a cause for worry.
The forward looking- statements contained herein are subject
II. INDUSTRY STRUCTURE AND DEVELOPMENTS
to certain risks and uncertainties, including but not limited to
As the world economy showed signs of revival in the
the risks inherent in the Company's growth strategy,
second half of 2009, IT spending by corporate on new
dependency on certain clients, and dependency on
projects and upgradation also witnessed an increase.
availability of qualified technical personnel and other factors
According to the report titled “The IT-BPO Sector in India
discussed in this report. Readers are cautioned not to place
Strategic Review 2010”, February 2010, prepared by
undue reliance on these forward-looking statements, which
NASSCOM, worldwide IT services spending growth
reflect Management's Analysis only as of the date hereof.
declined marginally in 2009 to reach USD 589 billion in
I.
ECONOMY OVERVIEW
comparison to 2008, while global spend on software
The global recovery is moving into a more mature phase
products grew by 1% in 2009 to reach USD 307 billion.
led by growing domestic demand. Financial markets have
India holds a majority share of the global markets in the IT
recovered from their lows in 2009, but conditions remain
and BPO industry. India has improved its share from 49%
tight and banks may be exposed to debt in EU-5 countries.
in 2005 to 51% in 2009 and now has 62% share of the
Developing countries continue to lead the recovery, a
global technology services market and 32% share of the
trend that is expected to continue in the years and
BPO market Software exports average annual growth
decades to come. The IMF (International Monetary Fund)
(ten-year rolling) has never dropped below 30%.
increased its forecast for global economic growth to 4.5%
The BFSI and the manufacturing segments are the
36
Annual Report 2009-10
primary spenders in the software products category
constitutes 50% of India's total BPO service export and the
accounting for 43% in the worldwide spend on software
BFSI IT Services market in India is expected to grow from
products.
USD 1.6 billion in 2009 to USD 2.7 billion in 2013, growing
The BFSI sector today faces continued competition with
at a CAGR of 14.2%.
non-traditional competitors and the compression of
III. BUSINESS OVERVIEW
margins on traditional products. At the same time, the cost
AurionPro Solutions Limited (AurionPro) is a leading
and complexity of delivering these products and services
provider of IP led IT solutions for the BFSI segment. We
have increased as the widespread introduction of new
provide a balanced portfolio of Product Suites, Domain
technology has forced financial institutions to deliver their
Focused Implementation Services and Outsourced
products and services through ATMs, telephones,
Product Development (OPD). Our clients include more
wireless devices, and the Internet. To attain high quality IT
than 100 banks across the globe.
solutions and services at a lower cost, companies are
As a part of our business strategy, we have made several
turning to providers with a global delivery model that
acquisitions over the past five years. Our overall revenues
combines onsite client teams with offshore delivery
continue to be well diversified.
centres. Integration issues are the largest factor for larger Break up of Geographic Revenue
financial institutions in utilizing technology to deliver products and services.
India
USA
Middleast
Singapore
Others
During 2008-09, companies in the BFSI sector faced a bleak period due to protectionism and sustained
5%
unemployment in developed nations. However, the
17%
17%
market dynamics are slowly moving back into fast pace 13%
and the financial sector is witnessing greater trading
48%
activity and greater investments in new businesses. There is a rising importance of IT solutions and services within the financial services industry as they look at ways
Total Rs. 336.70 Crore
to reduce costs and improve performance. Besides, as Break up of Products and Services
regulatory and transparency requirement increase, corporations are increasing their IT and consulting
Product
Services
KPO
budgets to be more efficient and ensure smoother risk management processes. They are also leveraging
8% 27%
networking technologies to enhance productivity and profitability. According to the NASSCOM Report, the BFSI sector retained its previous spend levels in absolute terms at
65%
USD 130 billion and suffered only a marginal decline of 1.6% as compared to 2008. The overall IT spend was
Total Rs. 336.70 Crore
largely driven by a revival in North America and the BFSI
Acquisitions during the year
sector along with the increased adoption in emerging
1) SENA Systems Inc, USA entered into an agreement
markets such as the countries in the Asia-Pacific region
with AurionPro Solutions Inc, USA whereby the entire
and retail/healthcare sectors.
business and undertaking thereof was merged with
According to industry estimates in India, the BFSI sector
37
Annual Report 2009-10
AurionPro Solutions Inc with effect from 01st July,
SME Loan Origination System which we developed jointly
2010. Further, the Board of Directors have also in
with a regional bank based in Singapore. The fourth
principally agreed to pursue a Scheme of Arrangement
product we have developed is an integrated branch
for merger of its wholly owned subsidiaries viz, E2E
application to support branch treasury and trade
Infotech (India) Pvt. Ltd., India and SENA Systems Pvt.
functionalities jointly with leading private sector banks in
Ltd., India with the Company.
India. The fifth product addresses the need of single
2) During the year we entered into an agreement to
platform to offer services to corporate, buyer and supplier
acquire Silicon Tech Corporation in an all cash deal,
for financial supply chain management. All the products
which was doing business as eTechnosoft and was a
are successfully launched and active. IV. RISKS AND CONCERNS
dynamic, rapidly growing software consulting firm providing a broad range of technological expertise to
We are exposed to various risks and uncertainties in the
Fortune 500 and Blue Chip companies in the US.
normal course of our business that can cause variations in
Subsequently with effect from 01st April, 2010 Silicon
our results from operations and affect our financial
Tech Corporation, USA has been merged with
condition. We view effective risk management as an
AurionPro Solutions Inc., USA.
integral to the delivering of superior returns to shareholders. Principal risks and uncertainties facing the
3) We entered into an agreement with Arshiya International's technology subsidiary to acquire
business are as below:
marketing rights along with all existing customers and
1. We compete with other third party providers primarily
hosting infrastructure of Cyberlog technologies in an
on the basis of the technological features and
all cash deal. Cyberlog product Suite is a completely
capabilities of our products and services, and we could
web based comprehensive and state of the art solution
lose existing customers and fail to attract new business
for integrated logistics and supply chain management
if we do not keep pace with technological changes.
with customers in over 20 countries.
The market for our products and services are
Research & Development
competitive, continually evolving and subject to
Research & Development is an integral part at AurionPro.
technological change. We believe that the principal
The BFSI space is changing at a fast pace and is
competitive factors in the markets we serve include the
characterized by constant technology change and
breadth and quality of system and software solution
changing preference of clients. This necessitates a
offerings, the stability of the information systems
continuous investment in customizing our product portfolio
provider, the features and capabilities of the product
and revising the design and range of products.
and service offerings, and the potential for future
Our approach to R&D is to jointly develop products with
product and service enhancements. Our success
our customers. This is to tap on their in-depth expertise
depends upon our ability to keep pace with
and their first hand operation experience. This will ensure
technological change and to introduce, on a timely and
the usability of our product and also provide an
cost-effective basis, new and enhanced software
accompanying reference site for marketing purpose.
solutions and services that satisfy changing client
Five new products have been launched in this manner.
requirements.
The first one is a Default & Recovery System, which was
2. The integration of acquired businesses is time
jointly developed with a leading bank in Singapore. The
consuming, may hinder with our existing operations
second one is a new generation, state-of-the-art Retail
and can be expensive, all of which could reduce or
Loan Origination System developed jointly with an
eliminate our expected earnings.
international bank. The third one is also a new generation
We have acquired businesses in the past years and
38
Annual Report 2009-10
we may consider opportunities to acquire other
margins, and loss of our market share, any of which
companies, assets or product lines that complement or
could have a material adverse effect on our business,
expand our business. If we are unsuccessful in
operating results, and financial condition.
integrating these companies or product lines with our
5. We are dependent on key personnel
existing operations, or if integration is more difficult
While the rate of retention of our associates is high
than anticipated, we may experience disruptions to our
compared to industry averages, our operations are
operations. A difficult or unsuccessful integration of an
dependent upon our ability to attract and retain highly
acquired business could have an adverse effect on our
skilled associates and the loss of certain key
results of operations.
individuals to any of our competitors could adversely
3. Economic, political and market conditions can
impact our business.
adversely affect our revenue results and profitability
6. Because our business involves the electronic storage
Our revenue and profitability depend on the overall
and transmission of data, security breaches and
demand for our products and services. Historically,
computer viruses could expose us to litigation and
events such as terrorist attacks, natural catastrophes
adversely affect our reputation and revenue.
and contagious diseases have created uncertainties in
We electronically store and transmit sensitive
our markets and caused disruptions in our sales
business information of our clients. The difficulty of
cycles. A regional and/or global change in the economy
securely storing confidential information electronically
or financial markets, such as the current severe global
has been a significant issue in conducting electronic
economic downturn could result in delay or
transactions. To the extent that our activities or the
cancellation of customer purchases. Weak and
activities of our clients involve the storage and
uncertain economic conditions could also impair our
transmission of confidential information, security
customers' ability to pay for our products or services.
breaches and viruses could expose us to claims,
Any of these factors could adversely impact our
litigation, and other possible liabilities. Any inability to
quarterly or annual operating results and our financial
prevent security breaches or computer viruses could
condition.
also result in interruptions of service to our clients,
4. We may be unable to compete in our markets, which
which could cause existing clients to lose confidence in
could cause us not to achieve our growth plans and
our systems and could inhibit our ability to attract new
materially and adversely affect our financial
clients.
performance.
V. OPPORTUNITIES AND THREATS
The market for providing IT services to the BFSI sector
The global financial industry is undergoing rapid
is highly competitive. We face competition from a
transformation. As the banking market tightens, financial
number of companies that offer products and services
institutions are seeking ways to operate more efficiently,
that are similar to ours. Many of these other providers
manage risks better and find better ways to make or save
are much larger and more established than we are,
money. Amongst these changes, we see plenty of
have significantly greater resources, generate more
opportunities to build market share and build leadership
revenues, and have greater name recognition. In
position.
addition, we also experience competition from new
Deeper Penetration
entrants in our markets and, as we expand our service
We intend to continue providing organizations in the BFSI
offerings and target new markets, from companies with
space with a high degree of customer service, flexible,
whom we have not previously competed. Increased
tailored, and configurable products and services and a
competition may result in price reductions, lower profit
dedicated focus on their market and customer needs. We
39
Annual Report 2009-10
expect strong demand from enhancement of the existing
African market, we believe there is an underserved group
systems installed by Integro. This applies to both credit
of financial institutions in Middle East and CIS countries,
risk management and internet banking. We also intend to
where our focus area is to build opportunities for Risk
strengthen our Cash Management, Treasury and Lending
business and payments market. We have entered into an
business in Asia, Middle East and Africa (MEA). We have
arrangement with a local partner in Dubai who will help us
gained significant headway in developing products and
in reaching out to geographies in the Middle East and in
services for infrastructure management, which would
East Africa. For CIS countries we have entered into an
include offering services on SaaS or ASP basis to banks
arrangement with a company based at Belarus, which has
and financial institutions.
customers and offices across CIS countries.
Cross-sell to our Customer Base
We plan to build credible partnerships in Europe and USA
We seek to increase the products and services we provide
as an entry strategy and build on the same for a larger
to our clients. We now have approximately hundred
scale of penetration in future. Our hold is strengthening on
financial institution relationships, which we believe gives
African markets. Our aim is to be a leading supplier of
us an attractive market for cross-selling opportunities. In
software products in the African Banking Domain by the
particular, we expect significant growth from the following
year 2012.
products / services
However, over the recent months, the operating
SmartLender Corporate Loan Origination
SmartLender Collateral & Limits Management
environment for financial institutions has become increasingly more challenging. They are subject to constant industry consolidation and increasing regulatory
systems in South East Asia, Taiwan and China
requirements by the federal, state and local government
SmartLender Retail Loan Origination System for the
regulatory agencies. Since our business is heavily
leading banks in the above-mentioned countries
dependent upon this industry, we must continually ensure
Expand Our Client Base through Multiple Channels
that our products and services work within the extensive
We intend to leverage our relationships with banking
and evolving regulatory requirements applicable to our
organizations, such as state and national banking
financial institution clients.
associations and correspondent institutions such as
VI. OUTLOOK
bankers' banks, and the correspondent area of Tier I and II
AurionPro is in the midst of one of the greatest market
financial institutions. We also see significant scope for IT
transition that our Industry has seen. Banks and Financial
investment in relation to credit risk management for Basel
Institutions are realizing the potential impact innovative
II compliance.
technology on their business and margins. Besides there
Currently, we do not have substantial presence in the
is a steady need to improve efficiency both at the back-end
insurance sector, credit card operations and wealth
side and also at the consumer end side. Globalization,
management. We propose to strengthen our treasury
deregulation, advances in technology, innovation in
operations and at the same time develop products and
products, and increasingly sophisticated market
offer solutions catering to the insurance sector, credit card
participants offer significant opportunities for expanding
operations and wealth management. We also propose to
our Company's markets and are expected to remain key
introduce products and services catering to equity and
determinants for sustainable growth.
capital markets segment which would enable us to cover a
We will continue to expand our geographies as well as
larger spectrum of applications in the BFSI sector.
increase our products and services portfolio, thereby
Expand our presence geographically
increasing our addressable market space.
While we already serve the Asia, Middle East and the
As we look ahead, we will continue to prudently consider
40
Annual Report 2009-10
opportunities while moving towards more predictable,
year.
sustainable and scalable perpetual revenue model, away
Net Profit after tax
from the Classical Product business model.
Our Net Profit after tax for the year was Rs. 40.50 crore i.e. 12.03% of revenue, against the net income of Rs. 40.83
VII.DISCUSSION ON FINANCIAL PERFORMANCE WITH
crore, 14.88% of revenue, during the previous year.
RESPECT TO OPERATIONAL PERFORMANCE
Reserves and Surplus
Revenue
Reserves and Surplus as at 31st March, 2010 increased to
Our revenues are derived from software products and
Rs 278.22 crore as compared with Rs. 238.37 crore as at
projects and services. During the year the total revenue
31st March, 2009.
was Rs. 336.70 crore against Rs. 274.41 crore for the
General Reserve
previous year representing a increase of 22.70%.
During the year ended 31st March, 2010 there was an
General and Administrative Expenses
addition of Rs. 0.36 crore due to appropriation of profit
Our general and administrative expenses comprise
made during the year to General Reserve Account.
compensation to our employees in Corporate Office -
Secured Loans
Finance, HR, Administration and other general functions;
Secured Loans as at 31st March, 2010 were Rs. 68.07
travel, communication, legal and professional charges,
crore as against Rs. 43.28 crore as at 31st March, 2009.
repairs and maintenance, provision for doubtful debts, bad debts and other allocated infrastructure expenses.
Loans and Advances
During the year, the general and administrative expenses
There was an increase in Loans & advances given from
were Rs. 117.86 crore as against Rs. 94.93 crore in the
Rs. 51.72 crore on 31st March, 2009 to Rs. 52.94 crore on
previous year.
31st March, 2010.
Operating Profit
Inventories
During the year our operating Profit increased Rs. 20.06
Unbilled revenue represents amounts recognized based
crore or 34.60 % from Rs. 57.96 crore on March 31, 2009
on services performed in accordance with contract terms
to Rs. 78.01 crore on March 31, 2010.
and where invoices have not been raised. Unbilled revenue decreased to Rs. 2.82 crore at 31st March, 2010
Depreciation
as against Rs. 3.12 crore as at 31st March, 2009.
Depreciation on fixed assets was Rs. 22.20 crore for the
Fixed Assets
year as against Rs. 19.07 crore during the previous year.
The Gross Block of Fixed Assets increased by Rs. 51.67
As percentage of revenue, depreciation was 6.59 % and
crore from Rs. 134.98 crore as on 31st March, 2009 to Rs.
6.95% for the year and previous year respectively.
186.65 crore on 31st March, 2010.
Increase in depreciation charge for the year by Rs. 3.13 crore is attributable to increase in various fixed Assets.
Sundry Debtors
Other Income
Our Sundry Debtors (net of provision) as on 31st March, 2010 were Rs.115.35 crore against Rs. 87.02 crore on
Other Income primarily consists of interest and dividend
31st March, 2009. In the opinion of management, all the
income and short term capital gains on sale of current
Sundry Debtors are good, recoverable and necessary
investment. Other income for the year was Rs. 1.00 crore
provision has been made for debts considered to be bad
compared to Rs. 0.75 crore for the previous year.
and doubtful. The level of sundry debtors is normal and is
Provision for Income Tax
in tune with business requirements and trends.
Our provision for current tax was Rs. 5.40 crore as against
Cash and bank balances
Rs. 4.53 crore for the previous year. The increase in
The cash and bank balances lying with the company as on
provision for Tax was due to increase in profits during the
41
Annual Report 2009-10
31st March,2010 was Rs. 14.23 crore as against Rs. 19.94
statutory auditors to ascertain their views on the adequacy
crore in the previous year.
of internal control system in the Company and keeps the
Current Liabilities and Provisions
board of Directors informed of its major observation from
The current Liabilities increased by Rs. 26.84 crore from
time to time. IX. Material developments in human resources / industrial
Rs. 24.51 crore on 31st March, 2009 to Rs. 51.36 crore on 31st March,2010. Provisions increased by Rs. 6.22 crore
relations front, including number of people employed
from Rs. 6.91 crore on 31st March, 2009 to Rs. 13.14 crore
Resource Acquisition
on 31st March, 2010.
In today's knowledge driven business scenario, People
Investments
are perceived as the most valuable assets of an
There was an increase of Rs. 3.75 crore in the investments
organization and the optimum utilization of the skill,
from Rs. 8.56 crore on 31st March, 2009 to Rs. 12.30 crore
knowledge, attitude, they posses, are directly instrumental
on 31st March, 2010.
to the growth of any organization. Therefore, while recruiting a candidate for any role,
VIII. Internal Control systems and their adequacy Your Company has placed considerable emphasis and
position, level, function, we at Aurionpro ensure that there
efforts on internal control systems. On the Finance part,
is no compromise in the quality of people, we hire.
the internal checks and balances are augmented by a
We have built our talent bank by through campus hiring
formal system of internal audit. The Audit Committee of the
from colleges and institutes across India and through need
Board reviews and will continue to review the adequacy
based hiring of middle and upper management .We rely on
and effectiveness of the internal control systems and
a rigorous selection process involving a series of aptitude
suggest improvements for strengthening them. We also
tests and interviews to identify the best applicants. This
have a well defined delegation of power with authority
selection process is continually assessed and refined
limits for approving revenue as well as expenditure.
based on performance tracking of past recruits.
The Company has appointed M/s D.Kothary & Co.
We received 2210 applicants during the last year, tested
Chartered Accountant to oversee and carry out internal
over 1945, interviewed over 1095 applicants and offered
audit of the Company's activity. The audit is based on an
jobs to 211.
internal audit plan, which is reviewed each year in
Talent Development
consultation with the statutory auditors (M/s Chaturvedi &
The spirit of learnability among our associates and
shah) and the audit committee. The planning and conduct
organizational commitment towards continuous personal
of internal audit is oriented towards the review of controls
and professional development keeps AurionPro abreast in
in the management of risks and opportunities
a fast changing industry.
in our
Company's activities. The internal audit process is
Our framework for continuous learning at AurionPro is built
designed to review the adequacy of internal control
around number of focused programmes for our
checks in the system and covers all significant areas of our
employees. The training provides a sequence of inputs as
operations such as software delivery, accounting and
individuals grow through their professional career.
finance, procurement, employee engagement and IT
Commencing with a structured induction at the beginning
process. Safeguarding of assets and their protection
to behavioral training while assuming senior
against unauthorised use are also a part of these exercise.
responsibilities.
We have an audit committee, the details of which are
The training programmes at the entry level as well as the
provided in the Corporate Governance Report which
continuous learning programmes covering technology,
reviews audit reports submitted by the auditors of our
domain and project management practices have been
Company. The committee also meets our Company's
enhanced to ensure that we have the right competency in 42
Annual Report 2009-10
the workforce that can deliver to customers' business
attract, motivate, engage and retain employees.
needs.
Rewards and recognition constitute an important part of
Compensation Management
life at AurionPro. We believe in rewarding merit and
Compensation management is a key issue for the high
recognizing extra efforta strong reflection of our core
performance organization, as the employee and
value-based culture. Our rewards and recognition
management systems utilized by the organization must be
programme has been specifically designed to help make
reinforced through the rewards systems. Our
sure that we recognize success in the areas that are
compensation philosophy is developed strategically with
important for our business.
three base factors:
Employee recognition is a communication tool that
1. Business and operating inputs
reinforces and rewards the most important outcomes
2. Industry trends
people create for your business. When you recognize
3. Employee inputs and preferences.
people effectively, you reinforce, with your chosen means
Our compensation strategy is developed with a view to
of recognition, the actions and behaviors you most want to
attract and retain the employees along with giving
see people repeat, and we at AurionPro do just that. When
sustainable profit to the organization.
considering employee recognition processes, we develop recognition that is equally powerful for both the
Performance Management
organization and the employee.
Our Performance Appraisal is a consistent and disciplined
Employee Engagement
approach to assess employees' potential, career mapping & progression and succession planning. The implication of
An engaged employee workforce is aware of business
the implementation of the system has far reaching effects
context, and employee's work in collaboration to improve
on the performance practices and culture of the company.
performance within the job for the benefit of the
This process also helps foster professional growth and
organization. The organization must work to develop and
career development.
nurture engagement, which requires a two-way relationship between employer and employee.' Thus, we
At AurionPro, the performance appraisal process supports
at AurionPro treat Employee engagement as a barometer
the strategic priority of organizational flexibility and agility,
that determines the association of our associates with the
while fostering two-way communication between
organization.
supervisor and staff member. The main aim of Performance Management system at AurionPro is to ensure:
For and on behalf of the Board of Directors
Provide Effective feedback on performance to Sanjay Desai Executive Chairman
employees at all level
Identify Training & Development needs
Provide the Opportunity for Organizational diagnosis
Place: Mumbai Date: 12th August, 2010
and development
Document Performance Criteria used to allocate Organizational rewards
Improve Performance through Counseling, Coaching and development
Rewards & Recognition AurionPro's Rewards & Recognition programmes aims to
43
Amit Sheth Managing Director
Annual Report 2009-10
Corporate Governance Report Corporate governance is about maintaining an appropriate balance of accountability between three key players: the corporation's owners, the directors whom the owners elect, and the managers whom the directors select. Four of the key elements transparency, fairness, disclosure and accountability of Corporate Governance are embedded as integral parts of the system to direct and manage the affairs of the business and operations of the Company. 1. Company's Philosophy on Corporate Governance Aurionpro is committed to maintain a high standard of corporate governance. The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the management serves and protects the long term interests of all our stakeholders. In our endeavor to practice sound governance principles, we are guided by following core principles: 1. Transparency & maintaining high disclosure levels To maintain the highest standards of transparency in all aspects of our interactions and dealings and to ensure timely dissemination of all price sensitive information and matters of interest to our stakeholders. 2. Accountability To demonstrate highest level of personal responsibility and continually affirm that employees are responsible to themselves for the pursuit of excellence. 3. Compliances To comply with the laws in all the Countries in which the Company operates. 4. Ethical conduct To conduct the affairs of the company in an ethical manner. 5. Stakeholders' interests To promote the interests of all stakeholders including of customers, shareholders, employees, lenders, vendors, governments and the community. A Code of Business Conduct & Ethics has been adopted for Directors and the Senior Management and posted on the website of the Company (www.aurionpro.com). All Board members and senior management have affirmed compliance with the code for the period ended 31st March 2010. A detailed Management Discussion and Analysis report forms part of this Annual Report. 2. Board of Directors The Board of Directors of the company consists of 8 directors. Two of the Directors are Executive Directors, two are Non Executive Directors and the remaining four are Independent Directors. The Board of Aurionpro, therefore, has a healthy blend of Executive and Non-Executive Directors. Moreover, all the Non-Executive and Independent Directors are eminent professionals, and bring the wealth of their professional expertise and experience to the management of the Company.
44
Annual Report 2009-10
Attendance of Directors at Board Meeting, last Annual General Meeting (AGM) and number of other Directorships and Chairmanships/Memberships of Committees of each Director in various Companies:
Sl. Name of the director No.
Whether Promoter/ Executive/ Independent
No. of Board Meetings held during the year
Held
Attended
Attendance Number of Member/ at the last Directorships Chairman AGM in other of Committees public other than companies those of the Company
1
Mr. Sanjay Desai Executive Chairman
P. & E. D.
11
9
Yes
2
-
2
Mr. Amit Sheth Managing Director
P. & E. D.
11
11
Yes
3
2/1
3
Mr. Paresh Zaveri Director
P & N.E.D.
11
1
No
1
-
4
Mr. Vishwanath Prabhu
N.E.D.
11
--
N.A.
Nil
(appointed wef 19/03/2010) 5
Dr. Nikunj Kapadia Director
I. D.
11
1
No
Nil
-
6
Mr. Prem Rajani Director
I.D.
11
7
No
3
-
7
Dr. Mahendra Mehta Director
I. D.
11
7
Yes
1
-
8
Mr. Sandeep Daga Director
I. D.
11
9
Yes
1
-
9
Mr. Mitesh Majithia Director (ceased to be a Director wef 30/09/2009)
N.E.D.
11
--
No
Nil
-
Notes: 1. P. & E.D.: Promoter Executive Director, P & N.E.D.: Promoter Non Executive Director and I.D.: Independent Director. 2. The Directorship held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 25 Companies and Private Limited Companies. Board Meetings Board meetings were held at least once in every quarter and the time gap between two meetings was not more than four months. During the year, eleven Board meetings were held on 17th April, 2009, 05th June, 2009, 23rd June, 2009, 30th June, 2009, 31st July, 2009, 01st September, 2009, 30th October, 2009, 23rd November, 2009, 31st December, 2009, 29th January, 2010 and 19th March, 2010.
45
Annual Report 2009-10
Remuneration paid to Executive Directors during the year ended 31st March 2010 Particulars of Remuneration (Fixed Component)
Mr. Sanjay Desai Chairman Executive
Mr. Amit Sheth Managing Director
887,400
1,970,400
Salary Commission
-
-
Other Allowances (Medical)
15,000
15,000
Provident Fund
18,720
18,720
921,120
2,004,120
Total
Note: 1. Mr. Sanjay Desai, Executive Chairman and Mr. Amit Sheth, Managing Director is in whole time employment of the Company and their employment is contractual in nature. Mr. Sanjay Desai and Mr. Amit Sheth were re-appointed vide circular resolution dated 30th March, 2010 as Executive Chairman and Managing Director respectively and they hold office up to 31st March, 2015. Brief Profiles, other Directorships and Committee Memberships etc. of Directors: Mr. Sanjay Desai, Executive Chairman Mr. Sanjay Desai,47, a Chartered Accountant and an alumnus of IIM, Bangalore brings with him 22 years of varied and rich experience across banking business development, product management, operations, quality assurance and systems. During his vast international as well as domestic experience in leadership positions, Mr. Desai has transformed not only the organizations and departments he has headed but also deeply impacted the industry sector he has been associated with. He is a true visionary who could see the key role, IT would have on global banking and insurance and could therefore leverage his organizations to best utilize this opportunity. He gained global banking and technology insights through his stints with the Citigroup and brings in specific experience of the Middle East market. Prior to joining Aurionpro as Promoter Director, Mr. Desai was Director-Incubation Business in BFL MphasiS. He has been with our Company since 2003. Mr. Desai holds 8,00,085 equity shares of Rs. 10/- each in the Company. Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Aurofidel Outsourcing Limited, Director
None
02
Kairo Leaf Analytics Private Limited, Director
None
03
Auroscient Outsourcing Private Limited, Director
None
04
SENA Systems Private Limited, Director
None
Mr. Amit Sheth, Managing Director Mr. Amit Sheth, 43, a Mechanical Engineer and Management graduate, has over 17 years of experience in corporate finance, equities and technology. Mr. Sheth, a natural entrepreneur, co-founded Aurionpro in 1997. His innovative thinking and calculated risk taking ability have been vital to the rapid growth of Aurionpro. At Aurionpro, Mr. Sheth continues to be the key driver of growth strategies for banking and financial services sector world-
46
Annual Report 2009-10
wide. In addition to general management and strategic planning, Mr. Sheth is also responsible to form strategic partnerships and alliances, including M&A's. He has a deep understanding of banking process and operations, and has a strong network of relationships in the banking sector in Asia. His greatest strength lies in the unique combination of skills - in dealing with people as well as numbers. He is the member of the Audit Committee, Shareholders'/Investors' Grievance and the Remuneration/Compensation Committee of the Company. Mr. Sheth holds 9,56,704 equity shares of Rs. 10/- each in the Company. Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Mega Fin (India) Limited, Independent Director
Chairman of Shareholders/ investors Grievance Committee and Member of Audit Committee
02
Aurofidel Outsourcing Limited, Director
None
03
Auroscient Outsourcing Private Limited, Director
None
04
SENA Systems Private Limited, Director
None
05
E2E Infotech (India) Pvt Ltd, Director
None
06
Aurionpro Solutions SPC, Bahrain, Director
None
07
E2E Infotech Limited, U.K., Director
None
08
Aurionpro Solutions (Hong Kong) Limited, Hong Kong, Director
None
09
Aurionpro Solutions Pte. Limited, Singapore, Director
None
10
SENA Systems Inc, USA, Director
None
11
Aurionpro Solutions INC, USA, Director
None
12
Aurionpro Solutions PTY Ltd, Australia, Director
None
13
Silicon Tech Corp, USA, Director
None
Mr. Paresh Zaveri Promoter, Non-Executive Director Mr. Paresh Zaveri, 43, an Engineer and Management graduate, has over 17 years of experience in the areas of corporate finance, supply chain and general management. He is a co-founder of our company and has been and continues to remain the strategic architect of overall growth of company's business world-wide. He has contributed significantly in building the company's services business in the logistics and supply chain domain in the far Eastern Markets. He has also been instrumental in setting up financial control and planning systems in the Company. He is based in Singapore. Mr. Zaveri holds 15,51,240 equity shares of Rs.10/- each in the Company.
47
Annual Report 2009-10
Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Arshiya International Singapore Pte Ltd, Director
None
02
Pooja International Pte Limited, Singapore, Director
None
03
SENA Systems Private Limited, Director
None
04
Ayana – Logic Pte Limited, Singapore
None
05
Aurionpro Services Pte Limited, Singapore, Director
None
06
Aurionpro Solutions Pte Limited, Director
None
07
E2E Infotech Limited, U.K, Director
None
08
Aurionpro Solutions (Hong Kong) Limited, Director
None
09
Cyberlog Technologies International Pte Limited, Singapore, Director
None
10
SENA Systems, Inc, USA, Director
None
11
Kairoleaf Analytics Pte Limited, Director
None
12
Auroscient Outsourcing Ltd, Director
None
13
Silicon Tech Corp, USA, Director
None
Mr. Vishwanath Prabhu, Non Executive Non Independent Director Mr. Vishwanath Prabhu, 50, a B.Com, LLB from Mumbai University and FCA from ICAI, brings in 25 years of global experience, which includes creating center of excellence's in technology and operations. He is one of the pioneers of thought leadership, for several path breaking assignments with Citigroup globally. He has played a role in outsourcing for banking operations and software in and out of India. Prior to joining the Company, he was the International Head of Consumer Operations for Citigroup Operations and Technology and is based out of London. Mr. Prabhu holds 9,50,948 equity shares of Rs. 10/- each in the Company. Dr. Nikunj Kapadia, Independent Director Dr. Nikunj Kapadia, 48, is an Associate Professor of Finance at the Isenberg School of Management, University of Massachusetts, Amherst. He holds a Ph. D. in Finance from the Stern School of Business, New York University, and a MBA from the Indian Institute of Management, Bangalore. As visiting faculty, he has taught at New York University, University of Maryland, China-Europe International Business School, and the Indian School of Business. He has published articles in the Journal of Finance, Review of Financial Studies, Journal of Derivatives, and the Journal of Alternative Investments. He has served on the editorial board of the Financial Analyst Journal. Dr. Kapadia is the recipient of the Isenberg School Teaching Award for 2007-08, Isenberg School Research Award for 200607, Western Finance Association's Caesarea Best Paper in Risk Management award for 2005, and a 2004 Fellow of the Federal Deposit Insurance Corporation. Prior to joining the University of Massachusetts, he was with Bear Stearns, New York. He is a member of the Audit Committee, the Shareholders' / Investors' Grievance Committee and Share Transfer Committee and the Remuneration/Compensation Committee of the Company. Dr. Kapadia holds 6,000 equity shares of Rs.10/- each in the Company.
48
Annual Report 2009-10
Mr. Prem Rajani, Independent Director Mr. Prem Rajani, 43, L.L.B and Solicitor, has over 20 years of work experience in the legal field and is a Founder Partner of Rajani Associates. He has passed the Solicitors examination of both, the Bombay Incorporated Law Society and the Law Society, London. From the inception of his career, he has excelled in all the roles that he performed, be it as a legal trainee at Jamshedji Rustomji Devidas Jani & Merchant, Solicitors (as a Solicitor Assistant) or at Dhru & Company, Solicitors (as a Solicitor Assistant). He then had the privilege of working with Crawford Bayley & Co., Solicitors, for 7 years where he was elevated to the post of Senior Associate. Mr. Rajani is the founder and partner of Rajani Associates, which is a law firm specialising in rendering legal services in various branches of law, including Companies Act, SEBI Act, Securities Contract Regulation Act, Exchange Control Regulations (FERA, replaced by FEMA), IDRA, Investment Policy, Anti Trust Regulations (MRTP), etc. He is a member of the Audit Committee, the Shareholders' / Investor Grievance and Share Transfer Committee and the Remuneration/Compensation Committee of the Company. Mr. Rajani does not hold any equity share in the Company. Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Neemtek Organic Products Limited, Director
None
02
BPL Mobile Communications Limited, Director
Member of Audit Committee
03
India Land & Properties Limited, Director
None
04
Holm KK Extrusions Private Limited, Director
None
05
Focus Point Consulting Services Private Limited, Director
None
06
JYD Management Services Private Limited, Director
None
07
Santa Securities Private Limited, Director
None
Dr. Mahendra Mehta, Independent Director Dr. Mahendra Mehta, 61, has been associated with consulting & executive education since February, 2002, focusing primarily on Analytics, Mathematical finance, Treasury Management, Financial Risk Management, Derivatives, Portfolio Management that includes Market, Credit and Operational Risk Management including development, implementation of policies, processes and procedures in the business. He has excelled in consulting and executive education in these areas, around the world, including at Citibank. He conducts regular short term courses in more than 22 countries spanning the continents of Europe, Asia and Africa - including Dubai, United Kingdom, Turkey, Egypt, South Africa, Saudi Arabia, Poland, Hungary, Spain, Bahrain & Qatar. In his earlier tenure at Citibank, NA, Mumbai (India), Dr. Mehta was Head of Analytics and was involved in the development of machine based learning & trading strategies, portfolio optimization techniques in Foreign Exchange, interest rate and European & American equity markets. He has also been associated with Saudi American Bank in Riyadh for a few years where he transformed the Derivatives Business as its Head. He was much appreciated by students during his stint as a visiting faculty at Swiss Federal Institute of Technology, Zurich, Switzerland. Dr. Mehta has Ph D in Electrical Engineering from Indian Institute of Technology, Mumbai, India. He is the Chairman of the Audit Committee and the Shareholders' / Investors' Grievances and Share Transfer Committee.
49
Annual Report 2009-10
Dr. Mehta, holds 2,77,838 equity shares of Rs.10/- each in the Company. Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Neural Technologies and Software Private Limited, Director
None
02
Neural Risk Consulting Private Limited, Director
None
03
Nine Rivers Capital Holdings Private Limited, Director
None
04
Iread Books Private Limited, Director
None
05
Ele Jewels Exports Limited, Director
None
Mr. Sandeep Daga, Independent Director Mr. Sandeep Daga, 42, is a B.E. (Electronics) and M.M.S. (Finance) by qualification. He has over 18 years of work experience in the areas of private equity and corporate finance. He is currently the co-founder and Director of Nine Rivers Capital Holdings Private Limited (“NRC”), a SMEs focused private equity firm that acts as an investment manager / investment advisor to local and global investors. Formerly he has worked as a Director with Frontline Venture Services Private Limited & Head Investments with ICICI Econet Ltd (now a part of ICICI Ventures). He is the Chairman of the Remuneration/Compensation Committee. Mr. Daga holds 2,65,559 equity shares of Rs.10/- each in the Company. Sl. List of other Directorships No.
Chairman/Member of the Committees of the Board of the Companies in which he is a Director
01
Park Controls & Communications Limited, Director
None
02
Pranav Construction Systems Private Limited, Director None
03
Nine Rivers Capital Holdings Private Limited, Director
None
04
Nine East Holdings Private Limited, Director
None
05
KPIN Real Estate Ventures Private Limited, Director
None
06
Professional Hostel Pune Private Limited, Director
None
3. Audit Committee: The Audit Committee comprises of Dr. Mahendra Mehta, (Chairman), Dr. Nikunj Kapadia, Mr. Prem Rajani, Mr. Sandeep Daga independent directors and Mr. Amit Sheth, Managing Director. Mr. Mehul Raval, Company Secretary is the Secretary of the Committee w.e.f. 18th February, 2009. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliances with the legal and regulatory requirements. The committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company's risk management policies. The Committee performs the functions enumerated in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The matters deliberated upon by the Committee include: 1) Overseeing and reviewing the Company's financial reporting process.
50
Annual Report 2009-10
2) Fixation of audit fees and approval of various payments to statutory auditors for other services rendered by them. 3) Reviewing with the management and auditors, the periodical and annual financial statements before submission to the Board for approval, with particular reference to: a) Confirmation of matters enumerated in the Director's Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956. b) Changes in accounting policies and practices and reason for the same. c) Major accounting entries involving estimates based on the exercise of judgment by management. d) Significant adjustments in the financial statements, arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of related party transactions. g) Qualifications in the draft audit report, if any. 4) Reviewing with the management, performance of statutory and internal auditors. 5) Reviewing with the management, the quarterly financial statements before submission to the Board for approval. 6) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, coverage and frequency of internal audit. 7) Discussing with internal auditors, significant findings and follow up thereon. 8) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain areas of concern. 9) Reviewing the statement of utilization of proceeds of Initial Public Offer (IPO) and preferential allotment. 10) Assess whether there were any defaults in the payment to the depositors, debenture holders, members (in case of non payment of declared dividend) and creditors. 11) Reviewing of functioning of Whistle Blower Mechanism The Committee also reviews other matters as required by the Listing Agreement and other laws, rules and regulations. Details of Audit Committee Meetings During the year, five meetings of the Audit Committee were held on 17th April, 2009, 30th June, 2009, 31st July, 2009, 21st October, 2009 and 29th January, 2010 and the attendance was as follows: No. of Meetings Held Attended 5 3
Sl. Name of the Director No. 1. Dr. Mahendra Mehta 2.
Mr. Amit Sheth
5
4
3.
Dr. Nikunj Kapadia
5
--
4.
Mr. Sandeep Daga (w.e.f. 31/07/2008) Mr. Prem Rajani
5
5
5
4
5.
4. Shareholders'/Investors' Grievance and Share Transfer Committee: The Shareholders'/Investors' Grievance and Share Transfer Committee comprises of Dr. Mahendra Mehta (Chairman), Mr. Sandeep Daga and Mr. Prem Rajani, independent directors and Mr. Amit Sheth, Managing Director. Mr. Mehul Raval, Company Secretary acts as a Compliance officer of the Company.
51
Annual Report 2009-10
The Committee reviews matters including the transfer / transmission, splitting of shares, mailing of annual reports, payment of dividend, communication with members, transfer of unclaimed amounts to Investor Education and Protection Fund, dematerialization / rematerialization of shares and other depository related activities, regulatory compliances etc. During the year, the Company received one share holder complaint and the same was resolved. No request for dematerialization/rematerialization remained unattended for more than two weeks, during the year. Details of the Shareholders'/Investors' Grievance and Share Transfer Committee Meetings During the year, one meeting of the Shareholders'/Investors' Grievance and Share Transfer Committee was held on 04th May, 2009 and the same was attended by Mr. Amit Sheth, Mr. Sandeep Daga and Mr. Prem Rajani. Remuneration/ Compensation Committee: The Remuneration/ Compensation Committee comprises of Mr. Sandeep Daga (Chairman), Mr. Prem Rajani, Dr. Nikunj Kapadia, Dr. Mahendra Mehta, independent directors and Mr. Amit Sheth, Managing Director. The Committee performs, inter alia, the functions specified in Clause 49 of the Listing Agreement and Schedule XIII of the Companies Act, 1956. The Company's remuneration policy is in line with the general trend in information technology sector. Factors such as the key position, experience and expertise, leadership qualities, responsibilities shouldered by the individual, as also the volume of the Company's business and profits earned by it are taken into consideration while fixing remuneration packages of Executive Directors. The terms of reference of the Committee also includes formulation of Employees Stock Option Scheme and considering grant of stock options to the employees of the Company and its subsidiaries under the Employees Stock Option Scheme(s) approved by the members of the Company. Details of Remuneration/Compensation Committee meetings: During the year, three meetings of the Remuneration/Compensation Committee were held on 01st June, 2009, 01st September, 2009 and 19th March, 2010 and the attendance was as follows: No. of Meetings Held Attended 3 1
Sl. Name of the Director No. 1. Mr. Sandeep Daga 2.
Mr. Prem Rajani
3
2
3.
Dr. Nikunj Kapadia
3
--
4.
Dr. Mahendra Mehta
3
3
5.
Mr. Amit Sheth
3
3
General Body Meetings: Details of the last three Annual General Meetings are given below: Year
Day, Date and Time
Location
2006-07
Friday, 28th September, 2007
Hotel Suncity Residency, 16th Road, MIDC,
at 11.00 a.m.
Marol, Andheri (East), Mumbai – 400 093
2007-08
Tuesday, 30th September, 2008
Hotel Suncity Residency, 16th Road, MIDC,
at 3.00 p.m.
Marol, Andheri – (East), Mumbai – 400 093
2008-09
Wednesday, 30th September, 2009
Hotel Suncity Residency, 16th Road, MIDC,
at 3.00 p.m.
Marol, Andheri – (East), Mumbai – 400 093
52
No. of Special Resolutions passed Two Two Three
Annual Report 2009-10
No business was required to be transacted through postal ballot at the above meetings. Similarly, no business is required to be transacted through postal ballot at the forthcoming Annual General Meeting. Disclosure: (i)
There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, their Subsidiaries or relatives, conflicting with the Company's interest. Suitable disclosures as required by the Accounting Standard (AS18) have been made in the Annual Report.
(ii)
There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company, which have potential conflict with the interests of the Company.
(iii)
The Company has complied with the requirements of the Stock Exchange, SEBI and other statutory authorities on all matters relating to capital markets during the last three years and they have not imposed any penalties on, or passed strictures against the Company.
(iv)
The Company does not have any material unlisted subsidiary and hence is not required to have an Independent Director of the Company on the Board of such subsidiary. The minutes of the subsidiary companies are periodically placed before and reviewed by the Board of Directors of the Company.
(v)
A mechanism is in place to inform the Board about the Risk Assessment and Minimization procedures and periodical reviews to ensure that the Executive Management controls risks.
(vi)
Pursuant to the provisions of sub-clause V of the revised Clause 49 of the Listing Agreement, the Managing Director has issued a certificate to the Board, for the year ended 31st March 2010.
(vii)
The Company has placed before the Audit Committee and the Board of Directors particulars of utilization of proceeds received from IPO pursuant to Clause 49(IV)(D), 43 & 43A of the Listing Agreement and the details of the same were submitted to Stock Exchanges along with financial results of the Company.
(viii)
The Company has adopted the Whistle Blower policy pursuant to which employees can raise their concerns relating to fraud, malpractice or any other activity or event which is against the Company's interest. No employees have been denied access to the Audit Committee in this regard.
As regards the other non-mandatory requirements, the Board has taken cognizance of the same and shall consider adopting the same as and when necessary. Means of Communication: Quarterly, half-yearly and annual financial results of the Company are communicated to the stock exchanges immediately after the Board takes them on record and thereafter published in prominent English (Free Press Journal) and Marathi (Nav Shakti) newspapers. The results are also posted on the Company's website namely, www.aurionpro.com. General Information:
Company Registration Details: The Company is registered in the State of Maharashtra. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L99999MH1997PLC111637.
Annual General Meeting: The 13th Annual General Meeting will be held at 3.00 p.m. on Thursday, 30th September, 2010 at Hotel Suncity Residency, 16th Road, MIDC, Marol, Andheri (East), Mumbai 400 093.
53
Annual Report 2009-10
Financial Calendar: (tentative) First quarter results Second quarter results Third quarter results Fourth quarter results Annual General Meeting
: : : : :
July, 2010 October, 2010 January, 2011 April, 2011 September, 2011
Book Closure: The Register of Members and the Share Transfer Register will remain closed from Saturday, 25th September, 2010 to Thursday, 30th September, 2010, both days inclusive. Dividend for the year ended 31st March 2010, if declared at the Annual General Meeting, shall be paid to: beneficial owners at the end of business day on Friday, 24th September, 2010 as per lists furnished by NSDL and CDSL in respect of shares held in electronic form; and persons whose names would appear on the Register of Members as at the end of the business day on Friday, 24th September, 2010 in respect of shares held in physical form.
Dividend Payment Date: Dividend, if declared, shall be paid within the prescribed time limit. Dividend shall be remitted through Electronic Clearing Service (ECS) at approved locations, wherever ECS details are available with the Company, and in other cases, through demand drafts/warrants payable at par.
Shares Listed At: The equity shares of the Company are listed at: Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Samachar Marg, Mumbai - 400 001.
National Stock Exchange of India Ltd (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.
Stock Code: Bombay Stock Exchange Limited (BSE)
532668
National Stock Exchange of India Limited (NSE)
AURIONPRO
Market Price Data BSE Month April - 2009 May - 2009 June - 2009 July - 2009 Aug - 2009 Sep - 2009 Oct - 2009 Nov - 2009 Dec - 2009 Jan - 2010 Feb - 2010 March - 2010
High (Rs.) 97.90 142.90 182.25 210.80 250.00 243.50 259.95 257.00 303.00 312.00 293.50 343.00
(Source: BSE & NSE websites) 54
NSE Low (Rs.) 61.05 80.00 142.60 147.35 180.30 198.00 192.10 190.40 215.00 257.00 260.00 271.05
High(Rs.) 91.75 141.75 184.00 210.55 252.25 241.00 259.95 260.00 303.00 313.80 287.00 339.50
Low (Rs.) 58.00 80.00 145.00 157.65 178.00 195.45 198.00 182.15 205.15 265.00 260.15 269.00
Annual Report 2009-10
Aurionpro Share Price- BSE
500 450 400 350 300 250 200 150 100 50 0
High Low
Aurionpro Share Price- NSE 400 350 300 250
High
200
Low
150 100 50 0
Trading Volumes The traded volumes of shares at BSE and NSE are: Month
BSE (Shares)
NSE (Shares)
Total (Shares)
April - 2009
104754
7123
111877
May - 2009
748483
209639
958122
June - 2009
179885
24892
204777
July - 2009
177215
150513
327728
Aug - 2009
61395
16653
78048
Sep - 2009
46993
25893
72886 74533
Oct - 2009
28521
46012
Nov - 2009
52536
38368
90904
Dec - 2009
154161
50562
204723
Jan - 2010
85003
46573
131576
Feb - 2010
34497
28372
62869
Mar - 2010 TOTAL
767394
395745
1163139
2750755
1040345
3791100
(Source: BSE & NSE websites) 55
Annual Report 2009-10
Share Price Performance in comparison to broad-based indicates BSE Sensex and NSE Nifty (Month-end closing) Aurionpro share price compared with BSE Sensex and NSE Nifty (Month-end closing) BSE Month
NSE
Share Price
Sensex
Share Price
NSE Nifty
April - 2009
82.75
May - 2009
142.90
11,403.25
80.10
3473.95
14,625.25
141.75
4448.95
June - 2009 July - 2009
163.50
14,493.84
165.95
4291.10
201.75
15,670.31
203.70
4636.45
Aug-09
237.30
15,666.64
240.00
4662.10
Sep-09
220.00
17,126.84
220.00
5083.95
Oct-09
211.20
15,896.28
200.15
4711.70
Nov-09
238.50
16,926.22
239.75
5032.70
Dec-09
292.00
17,464.81
293.00
5201.05
Jan-10
274.65
16,357.96
272.00
4882.05
Feb-10
273.85
16,429.55
268.95
4922.30
Mar-10
331.70
17,527.77
331.50
5249.10
(Source: BSE & NSE websites)
Registrar and Transfer Agent Bigshare Services Private Limited, E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri 400 072 Tel: +91-22-28470652, 40430200 Fax: +91-22-2847 5207 e-mail:
[email protected] Website: www.bigshareonline.com
Share Transfer System: The Shareholders' / Investors' Grievance and Share Transfer Committee approve transfer of shares. During the year the Committee did not received any transfer requests. Valid share transfer documents are processed and duly endorsed share certificate are dispatched to the respective transferees, within prescribed time. In terms of Clause 47(c) of the Listing Agreement, a practicing Company Secretary audits share transfer process, every six months, and issue a certificate, which is submitted to the stock exchanges.
56
Annual Report 2009-10
Shareholding Profile as on 31st March 2010: i) Distribution of Shareholding: Range 1 5000 10001 20001 30001 40001 50001 100001 TOTAL
Holders -
5000 10000 20000 30000 40000 50000 100000 above
% of Total Holders 82.24 4.89 3.72 1.42 0.84 1.17 1.09 4.63 100
2,256 134 102 39 23 32 30 127 2743
Total capital in Rupees 2303080 1097760 1627620 985570 796890 1554170 2299470 137329610 147994170
% of Total Capital 1.56 0.74 1.09 0.67 0.54 1.05 1.55 92.80 100.00
ii) Shareholding Pattern % of shares held
Category of members
30.27
Promoters Mutual Funds
3.97
Financial Institutions / Banks
1.21 3.44
Foreign Institutional Investors Bodies Corporate
12.53
Public
35.86
NRIs
7.71
NRIs Company
4.13 0.88
Foreign Nationals
100.00
Total
Share Holding Pattern as on 31st March 2010 Foreign Nationals
0.88
NRIs Company
4.13
NRIs
7.71
Public
35.86
Bodies Corporate
12.53 3.44
Foreign Institutional Investors Financial Institutions / Banks
1.21
Mutual Funds
3.97
Promoters
30.27
iii) Holding Profile Mode Shares Members
Demat
(%)
Physical
(%)
Total
14022111
94.74
777306
5.26
14799417
2725
99.33
18
0.67
2743
57
Annual Report 2009-10
Dividend Profile Financial Year
Dividend Declared
Date of declaration
Dividend Payment Date
2008-09
Rs. 1.75/- per equity share of Rs. 10/- each
30.09.2009
29.10.2009
2007-08
Rs. 1.75/- per equity share of Rs. 10/- each
30.09.2008
29.10.2008
2006-07
Rs. 1.50/- per equity share of Rs. 10/- each
28.09.2007
27.10.2007
Dematerialization of Shares and Liquidity The Company's shares are traded compulsorily in dematerialized form and are available for trading with both the depositories, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. During the year, the Company has confirmed electronically 07 demat requests in respect of 228459 equity shares.
Secretarial Audit Report In accordance with SEBI guidelines, quarterly Secretarial Audit is undertaken by a Practicing Company Secretary for reconciling the total admitted capital with the records of the depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Secretarial Audit Report inter alia, certifying that the shares in demat mode and in physical form tally with the issued/paid up capital, the Register of Members is duly updated, etc; is submitted to BSE and NSE on a quarterly basis.
Code of Conduct for prevention of Insider Trading The Code of Conduct pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations 1992 has been put in place and followed in spirit. Initial / continual disclosures, trading window closures and other requirements envisaged under the Code are being complied with.
Plant Locations In view of the nature of the Company's business viz. Information Technology Services, the Company operates from various offices in India and abroad and does not have any manufacturing plant.
Contact Persons for Enquires Mr. Mehul Raval Email:
[email protected]
Address for Correspondence Aurionpro Solutions Limited Registered Office: 404, 4th Floor, Winchester, Hiranandani Business Park, Powai, Mumbai 400 076. Tel: +91 22 6770 7700/7701 Fax: +91 22 6770 7722
Exclusive email id for investor grievance Pursuant to Clause 47(f) of the Listing Agreement, the following dedicated e-mail id has been designated for communicating investors' grievances:
[email protected] For and on behalf of the Board of Directors Amit Sheth Managing Director Mumbai, 12th July, 2010 58
Annual Report 2009-10
Certificate on Corporate Governance To, The Members of Aurionpro Solutions Limited We have examined the compliance of conditions of Corporate Governance by 'Aurionpro Solutions Limited', for the year ended on 31st March, 2010 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance of conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Clause 49 of the above mentioned Listing Agreement We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Milind Nirkhe & Associates Company Secretaries Milind Nirkhe Membership No. 4156 CP NO. 2312 Date: 12th July, 2010 Place: Mumbai
59
Annual Report 2009-10
Managing Director’s Certification 12th July, 2010 The Board of Directors Aurionpro Solutions Limited Mumbai 400 076 I, Amit Sheth, Managing Director do hereby certify to the Board that: (a) I have reviewed the Balance Sheet and the Profit and Loss Account (consolidated and stand alone), and all the schedule and notes on accounts, as well as the cash flow statements, for the year ended 31st March, 2010 and that to the best of my knowledge and belief: (i) the said statements do not contain any false, misleading or materially untrue statements or figures or omit any material fact, which may make the statements or figures contained therein misleading; and (ii) the said statements together present a true and fair view of the Company's affairs and are in compliance with the existing accounting standards, applicable laws and regulations. (b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year that are fraudulent, illegal or violative of the Company's code of conduct. (c) I accept the responsibility for establishing and maintaining internal controls for financial reporting and that I have: (i) designed and ensured that such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us, particularly during the period in which the report is being prepared; and (ii) evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee: (i) there has been no significant changes in internal control during the year. (ii) there has been no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (iii) there has been no commitment of any fraud, whether or not significant, that involves management or other employees who have significant role in the company's internal controls. (e) I hereby declare that all board members and senior management personnel have affirmed compliance with the Code of Conduct for the year. For Aurionpro Solutions Limited
Amit Sheth Managing Director
60
Annual Report 2009-10
Auditors’ Report b. In our opinion, proper books of account as required by law
TO THE MEMBERS OF AURIONPRO SOLUTIONS LIMITED
have been kept by the Company so far as appears from
1. We have audited the attached Balance Sheet of Aurionpro
our examination of those books;
Solutions Limited ('the Company') as at March 31, 2010,
c. The Balance Sheet, Profit and Loss Account and Cash
the related Profit and Loss Account for the year ended on
Flow Statement dealt with by this report are in agreement
that date and also the Cash Flow Statement for the year
with the books of account;
ended on that date both annexed thereto, which we have
d. In our opinion, the Balance Sheet, Profit and Loss Account
signed under reference to this report. These financial
and Cash Flow Statement dealt with by this report comply
statements are the responsibility of the Company's
with the accounting standards referred to in Section 211
management. Our responsibility is to express an opinion
(3C) of the Act;
on these financial statements based on our audit.
e. On the basis of written representations received from the
2. We conducted our audit in accordance with auditing
directors, as on March 31, 2010, and taken on record by
standards generally accepted in India. Those Standards
the Board of Directors, we report that none of the directors
require that we plan and perform the audit to obtain
of the Company is disqualified as on March 31, 2010 from
reasonable assurance about whether the financial
being appointed as a director in terms of Section 274(1)(g)
statements are free of material misstatement. An audit
of the Act;
includes examining, on a test basis, evidence supporting
f.
the amounts and disclosures in the financial statements.
In our opinion and to the best of our information and according to the explanations given to us, the said
An audit also includes assessing the accounting principles
financial statements read together with the notes thereon
used and significant estimates made by management, as
and attached thereto, give the information required by the
well as evaluating the overall financial statement
Act, in the manner so required and give a true and fair view
presentation. We believe that our audit provides a
in conformity with the accounting principles generally
reasonable basis for our opinion.
accepted in India:
3. As required by the Companies (Auditor's Report) Order,
(i) in the case of the Balance Sheet, of the state of affairs of
2003, as amended by the Companies (Auditor's Report)
the Company as at March 31, 2010;
(Amendment) Order 2004 (together the 'Order'), issued by
(ii) in the case of the Profit and Loss Account, of the profit for
the Central Government of India in terms of Section 227
the year ended on that date; and
(4A) the Act, and on the basis of such checks as we
(iii) in the case of the Cash Flow Statement, of the cash flows
considered appropriate, and according to the information
for the year ended on that date.
and explanations given to us, we give in the Annexure a For CHATURVEDI & SHAH Chartered Accountants Firm Registration No. 101720W
statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company. 4. Further to our comments in the Annexure referred to in
LALIT R. MHALSEKAR Partner Membership No. 103418
paragraph 3 above, we report that: a. We have obtained all the information and explanations, which to the best of our knowledge and belief, were
Place: Mumbai Date: 12th July, 2010
necessary for the purposes of our audit; 61
Annual Report 2009-10
Annexure referred to in paragraph 3 of Auditors' Report of even date to the members of Aurionpro Solutions Limited on the Financial Statements for the year ended March 31, 2010 1. The Company has maintained proper records to show full
of fixed assets and sale of services.
particulars, including quantitative details and situation, of
7. (a) Based on the audit procedures applied by us and
its fixed assets. We have been informed that the fixed
according to the information and explanations
assets of the Company are physically verified by the
provided by the management, we are of the opinion
Management during the year according to a phased
that the particulars of the contracts or arrangements
program designed to cover all the items, which in our
that need to be entered into the register maintained
opinion, is reasonable having regard to the size of the
under section 301 have been so entered.
company and the nature of its assets. Pursuant to the
(b) In respect of transactions made in pursuance of such
program, physical verification was carried out during the
contracts or arrangements have been entered into
year and no material discrepancies were noticed.
during the financial year are reasonable except in
2. During the year, the company has not disposed off
some of the transactions, for which no comments is
substantial part of fixed assets.
being made owing to the unique and specialized nature
3. As the company is engaged in the development of
of the items involved and absence of any comparable
computer software there is no physical inventory in
prices. For price justification reliance is placed on the
existence and hence the question of physical verification
information and explanation given by the
and comparison with the inventory records does not arise.
management.
4. (a) The Company has granted unsecured loans to six
8. The Company has not accepted any deposits from the
wholly owned subsidiaries and a Company covered in
public within the meaning of Section 58A and 58AA of the
the register maintained under Section 301 of the Act.
Act and the rules framed there under.
The maximum amount involved during the year and
9. In our opinion, the Company's present internal audit
the year-end balance of such loan is Rs. 11,01,755
system needs to be strengthened to make it
thousands and Rs. 7,84,894 thousands respectively.
commensurate with its size and nature of its business.
(b) In our opinion, the rate of interest, wherever applicable
10. As per the information given to us by the management of
and other terms and conditions of such loan are not
the company, no cost records have been prescribed by the
prima facie prejudicial to the interest of the Company.
Central Government of India under Section 209(1)(d) of
(c) There is no repayment schedule for the principal and
the Act.
interest amount, wherever applicable and are
11. According to the books and records as produced and
repayable on demand.
examined by us in accordance with generally accepted
5. The Company has not taken unsecured loans from the
auditing practices in India and also based on Management
companies covered in the register maintained under
representations, undisputed statutory dues in respect of
Section 301 of the Act.
Provident Fund, Employees' State Insurance dues,
6. In our opinion and according to the information and
Income Tax, Service Tax and Cess and other material
explanation given to us, there is adequate internal control
statutory dues have generally been regularly deposited by
procedure commensurate with the size of the Company
the Company during the year with the appropriate
and the nature of its business with regard to the purchase
authorities. According to the information and explanations
62
Annual Report 2009-10
given to us, no undisputed amounts payable in respect of
explanations given to us , the term loans
the above for a period of six months from the date they
generally applied for the purpose for which they were
became payable.
raised.
have been
12. As at March 31, 2010, there have been no disputed dues,
20. On the basis of an overall examination of the balance
which have not been deposited with the respective
sheet of the Company, in our opinion and according to the
authorities in respect of Income Tax, Wealth Tax, Excise
information and explanations given to us, there are no
Duty, Service Tax and Cess.
funds raised on a short-term basis, which have been used for long-term investment.
13. The Company has neither accumulated losses as at March 31, 2010, nor it has incurred any cash losses either
21. During the year under consideration , the Company has
during the financial year ended on that date or in the
not made any preferential allotment of shares to parties
immediately preceding financial year.
and companies covered in the register maintained under section 301 of the Companies Act , 1956.
14. According to the records of the company, it has not defaulted in repayment of its dues to any financial
22. The Company has not issued any debentures during the
institution or bank or debenture holders during the year.
year.
15. The Company has not granted any loans and advances on
23. The Company has raised money by way of public issue in
the basis of security by way of pledge of shares,
the financial year 2005-06. The end use of the money
debentures and other securities.
raised has been disclosed in the note 15 of schedule 14 (B) and the same have been verified by us.
16. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any
24. As per the information and explanations given to us and on
special statute applicable to chit fund / nidhi / mutual
the basis of examination of records, no material fraud on or
benefit fund / societies are not applicable to it.
by the Company was noticed or reported during the year.
17. The Company has not dealt or traded in shares, securities, For CHATURVEDI & SHAH Chartered Accountants Firm Registration No. 101720W
debentures or other investments during the year. 18. In our opinion and according to the information and explanations given to us, the company has not given any
LALIT R. MHALSEKAR Partner Membership No. 103418
guarantee for loans taken by others from banks or financial institutions during the year. 19. In our opinion and according to the information and
Place: Mumbai Date: 12th July, 2010
63
Annual Report 2009-10
Balance Sheet as at 31st March, 2010 (Rs. in 000`s) Schedule I SOURCES OF FUNDS (1) Shareholder's Funds: a Share Capital b Equity Warrants ( issued & subscribed) (Refer note no.14 II of part B of schedule 14) c Reserves and Surplus
As At 31-03-2010
1
147,994 -
2
1,986,607
As At 31-03-2009
147,994 82,238 1,902,960 2,134,601
(2) Loan Funds: a Secured Loans b Unsecured Loans
2,133,192
3 526,065 7,415
(3) Deferred Tax Liability (Net) (Refer note no. 11 of part B of schedule 14) TOTAL FUNDS EMPLOYED II APPLICATION OF FUNDS (1) Fixed Assets: a Gross Block b Less: Depreciation c Net Block d Capital Work In progress
404,553 533,480 44,552
404,553 52,704
2,712,633
2,590,449
4 417,398 194,517 222,881 117,700
(2) Investments (3) Current Assets, Loans and Advances: a Inventories b Sundry Debtors c Cash & Bank Balances d Loans and Advances
340,581 1,483,527
5 6
Less : Current Liabilities and Provisions a Current Liabilities b Provisions
417,038 124,808 292,230 109,000 401,230 1,075,877
28,201 148,496 22,677 820,627 1,020,001
31,223 199,014 51,365 944,924 1,226,526
87,694 43,782 131,476
73,902 39,282 113,184
7
Net Current Assets TOTAL FUNDS APPLIED
888,525 2,712,633
1,113,342 2,590,449
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Dated : 12th July,2010 Place: Mumbai
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
64
Annual Report 2009-10
Profit and Loss Account for the year ended 31st March, 2010 (Rs. in 000`s) Schedule Year ended 31.03.2010
Particulars INCOME Software Services and products Other Income Total Income
8 9
EXPENDITURE (Increase) / Decrease in Stock Staff Cost Software Development and Other Expenses Depreciation & Amortisation Finance Charges (Net) Total Expenditure
10 11 12
Profit Before Tax Provision for Taxation Current Tax Fringe Benefit Tax Deferred Tax Tax adjustment of earlier years(net) Profit after Tax Profit brought forward from the Previous Year Amount available for distribution & appropriation. Appropriations Proposed Dividend Corporate Tax on Dividend Transferred to General Reserve Balance carried over to Balance Sheet
Earning Per Share Basic Diluted
13
Significant Accounting Policies and Notes To Accounts
14
Year ended 31.03.2009
531,963 1,839 533,802
567,918 1,604 569,522
3,022 114,496 207,423 69,709 105,502 500,152
7,457 145,081 227,285 63,664 (85,319) 358,168
33,650
211,354
5,800 (8,152) (36) 36,038 391,375 427,413
24,106 1,017 15,030 1,067 170,135 269,995 440,130
29,599 5,030 3,600 389,184 427,413
28,852 4,903 15,000 391,375 440,130
2.44 2.38
11.82 11.82
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Dated : 12th July,2010 Place: Mumbai
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
65
Annual Report 2009-10
Cash Flow Statement for the year ended 31st March, 2010 (Rs. in 000`s)
Particulars
As At 31.03.2010
Net Profit / (Loss) before Taxation A. Cash Flow from Operating Activities : Adjustment for : Depreciation & amortisation
As At 31.03.2009
33,650
Interest Expenses Interest Income Dividend on Investment Gain on Investment Unrealised Currency Translation (Gain)/Loss Credit Balance written back Bad debts written off
211,354
69,709
63,664
61,020 (9,819) 67,031 (1,840) 694
64,118 (44,686) (1,122) (2) (117,370) (480) 15,966 186,795 220,445
Operating Profit before working capital changes Adjustment for : Change in Inventories Change in Sundry Debtors Change in Loans & Advances Change in Current Liabilities
3,022 34,612 2,273 21,744
(19,912) 191,442 7,457 43,551 14,826 20,558
61,651 282,096 (21,022) 261,074
Cash generated from operations Income Tax paid Net Cash Flow from Operating Activities B. Cash Flow from Investing Activities : Purchase of Fixed Assets and change in Work in Progress Purchase of Investment Sale proceeds of Investment ICD given ICD refunded Working Capital Loan given to Subsidiaries Working Capital Loan returned by Subsidiaries Interest received Net Cash flow from Investment Activities
66
(11,201) (407,651) 237,500 (602,332) 405,501 34,685
86,392 277,834 (34,256) 243,578
(191,021) (432,832) 191,122 (290,000) 52,500 (351,195) 120,931 22,495 (343,498) (82 424)
(878,000) (634,421)
Annual Report 2009-10
Cash Flow Statement for the year ended 31st March, 2010 (Rs. in 000`s) Particulars
As At 31.03.2010
C. Cash Flow from Financing Activities : Increase in capital including premium Equity Warrants Issued / Converted
-
Secured Loan repaid Secured Loan taken Unsecured Loan taken(Net) Interest and Finance Charges paid Dividend paid Dividend tax paid Net Cash flow from Financing Activities Net (Decrease)/Increase in cash and cash equivalent Cash and cash equivalent at the beginning of the year
574,363 78,458
(302,692) 438,009 7,415 (61,049) (25,899) (4,402)
Exchange difference on translation of foreign currency cash and cash equivalents Cash and cash equivalent at the end of year Net (Decrease) / Increase as above (* Fixed Deposits with Banks amounting to Rs. 2978 thousands under lien are not considered as Cash and Cash equivalent for the period)
As At 31.03.2009
(343,361) 265,000 (63,488) (25,718) (4,402) 51,382 (31,042) 51,365
480,852 (153,570) 204,215
(625) 19,698 (31,042)
720 51,365 (153,570)
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Dated : 12th July,2010 Place: Mumbai
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
67
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars SCHEDULE 1 - SHARE CAPITAL AUTHORISED 2,50,00,000 (previous year 1,80,00,000) Equity Shares of Rs. 10/each fully paid up (Refer note No 13 of Part B of schedule 14) ISSUED SUBSCRIBED AND PAID UP 1,47,99,417 (previous year 1,47,99,417) Equity Shares of Rs.10/each fully paid up Of the above : (i) 70,53,399 Equity Shares of Rs.10/- each fully paid up have been alloted as Bonus Shares by capitalisation of Share Premium account and Profit & Loss Account. (ii) 34,89,938 Equity Shares of Rs.10/- each fully paid up were issued on Preferential allotment. (iii) 5,00,000 Equity shares of Rs.10/- each fully paid up has been alloted for consideration other than cash
SCHEDULE 2 - RESERVES AND SURPLUS Capital Reserve Add:- Equity Warrants forfeited (Refer note No 14 II of Part B of schedule 14) Share Premium Balance as per last Balance Sheet Add: Premium received on issue of Equity Shares
As at 31.03.2009
250,000
180,000
147,994
147,994
147,994
147,994
251 82,238
251 82,489
1,469,328 -
251 794,965 674,363
1,469,328 General Reserve Balance as per last Balance Sheet Add: Transfer during the year
42,006 3,600
Profit and Loss Account
SCHEDULE 3 - LOAN FUNDS A) SECURED LOANS From Banks - Overdraft From Banks - Term Loan (Secured by Hypothecation of Plant & Machinary, Stock, Debtors, Investment in Silicon Techcorp Shares and further secured by personal guarantees of 3 directors in favour of bank) B) UNSECURED LOANS Other Loan (Loan from Director)
68
1,469,328 27,006 15,000
45,606 389,184 1,986,607
42,006 391,375 1,902,960
28,033 498,032
404,553
526,065
404,553
7,415
-
7,415
-
69
417,038
356,564
Total
Previous Year
58
67
60,475
360
-
-
-
-
235
Addition
417,038
417,398
109,055
14,569
1,443
5,766
2,592
16,687
267,286
61,144
124,808
42,863
6,846
235
676
821
2,617
70,750
63,664
69,709
21,811
2,960
67
274
246
1,056
43,295
For the Year
NET BLOCK
(Rs. in 000`s)
124,808
194,517
64,674
9,806
302
950
1,067
3,673
114,045
117,700
292,230
222,881
44,381
4,763
1,141
4,816
1,525
13,014
153,241
109,000
-
292,230
66,193
7,666
1,141
5,089
1,771
14,070
196,300
As At As At As At 31.03.2010 31.03.2010 31.03.2009
DEPRECIATION
As At Upto 31.03.2010 01.04.2009
( * The Balance life as on 31.03.2010 is ranging between 1 to 3 years)
Capital Work In Progress
109,055
14,511
Intangible Asset Software*
Leasehold Improvements
1,376
5,766
Air - Conditioner
Office Equipments
2,592
16,687
267,051
As At 01.04.2009
GROSS BLOCK
Motor Car
Furniture & Fixtures
Tangible Assets Computers
Particulars
SCHEDULE 4 - FIXED ASSETS
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year
ended 31st March, 2010
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars
As at 31.03.2009
SCHEDULE 5 - INVESTMENTS Unquoted (A) Long Term Investments Trade ( Unquoted) - at Cost, fully paid up In Subsidiaries (wholly owned) (a) Aurionpro Solutions Inc.(USA) 4,97,901 (1,20,000) shares of Capital stock with no par value (Refer note no 12(c) & 12 (e) of part B of Schedule 14) (b) Aurionpro Solutions Pte.Ltd.( Singapore) 14,93,799 (5,43,799) ordinary shares of SGD 1 each (c) Aurionpro Solutions SPC (Bahrain) 2,500 (2,500) equity shares of BHD 100 each (d) Auroscient Outsourcing Limited (India) 10,000 (10,000) equity shares of Rs.10 each. (e) SPS Corporation (USA) Nil (1,000) shares of Capital Stock with no par Value (Refer note no 12 (a ) & 12 (c) of part B of Schedule 14) (f) Coban corporation (USA) Nil (9,450) shares of Comman Stock of USD 0.0001 each ( Refer note no 12 (b) & 12 (c) of part B of Schedule 14) (g) Aurionpro Solutions (HK) Ltd. (Hongkong) 1 (1) Ordinary share of 1 HKD each (Rs.0 is equal to Rs.5/-) (h) E2E Infotech Limited ( UK ) 10,000 (10,000) ordinary shares of GBP 1 each (i) Integro Technologies Pte.Ltd ( Singapore) 98,01,136 (98,01,136) ordinary share of 0.10 SGD each 33,99,166 (33,99,166) ordinary share of 0.40 SGD each 3,08,521 (3,08,521) ordinary share of 0.44 SGD each 16,88,603 (Nil) ordinary share of 0.10 SGD each 16,88,603 (Nil) ordinary share of 1.00 SGD each ( Refer note no 12 (d) of part B of Schedule 14) (j) Sena Systems Inc (USA) (135 (100) shares of Capital stock with no par value) ( Refer note no 12 (f) of part B of Schedule 14) (k) Aurofidel Outsouring Limited (India) (5,00,000 (5,00,000) equity shares of Rs.10 each.) (l) Aurionpro SCM Pte Ltd (Singapore) 10,000 (Nil) equity share of 1 USD each ( Refer note no 12 (h) of part B of Schedule 14)
70
343,328
68,674
59,092
14,676
29,775
29,775
100
100
-
224,220
-
50,434
0
0
119,813
119,813
463,824
358,027
233,558
201,655
5,000
5,000
455
-
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars SCHEDULE 5 - INVESTMENTS (Contd…) (m)Silicon TechCorp* (USA) 23,75,000 (Nil) share @ $0.0001 par value
225,079
( Refer note no 12 (g) & 12 (j) of part B of Schedule 14) (n) Aurionpro Solutions PTY Ltd (Australia) 2 (Nil)share of Australia $ 1.00 each ( Refer note no 12 (i) of part B of Schedule 14)
As at 31.03.2009
-
0
-
1,480,024
Non - Trade ( Unquoted) - at Cost, fully paid up (a) Janaseva Sahakari Co-op Bank Ltd. ( 25 (25) equity shares of Rs.20 each) (b) Megavisa Marketing Solutions Ltd. ( 1,75,108 (1,75,108) equity shares of Rs.10 each) (* Agrregate Market Value NIL (Rs.4,442.18) thousands) Book Value of Unquoted Investments (*Pledged against Bank Term Loan)
71
1,072,374
1
1
3,502
3,502 3,503 1,483,527
3,503 1,075,877
1,483,527
1,075,877
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars
As at 31.03.2009
SCHEDULE: 6 - CURRENT ASSETS, LOANS AND ADVANCES CURRENT ASSETS A) INVENTORIES Work - In - Progress (As certified and valued by the management)
28,201
B) SUNDRY DEBTORS : ( Unsecured Considered good) (i) Outstanding Debtors - More than Six Months - Other Debts (Above included due from Subsidiaries of Rs. 47,650 thousands (previous year 69,555 thousands)
48,690 99,806
31,223
77,405 121,609 148,496
C) CASH AND BANK BALANCE (i) Cash on Hand (ii) Balance with Bank (a) With Schedule Bank - Current Account. - Deposits Account. * (* Fixed Deposits with Banks amounting to Rs.2,978 thousands under lien) D) LOANS, ADVANCES AND DEPOSITS (Unsecured, considered good) (i) Advances recoverable in cash or in kind or for value to be received (ii) Loans to Employees (iii) Deposits : a. Inter Corporate Deposit b. Other Deposits (iv) Advance to Subsidiary Companies (v) Advance Tax & TDS ( Net of Provision for Taxation)
72
199,014
1,411
506
16,099 5,167
46,557 4,302 22,677
51,365
9,507 3,157
15,091 2,759
11,302 784,894 11,767
262,653 11,080 653,341 820,627
944,924
1,020,001
1,226,526
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars SCHEDULE : 7 - CURRENT LIABILITIES & PROVISIONS A) CURRENT LIABILITIES : (i) Sundry Creditors : Micro, Small & Medium Enterprises (refer note 8 of part B of Sch.14) Amount due to others ( Includes Capital Creditors of Rs.2,880 thousands (previous year 5,021 ) thousands ) (ii) Other Liability
1
As at 31.03.2009
1
33,883
25,985 33,884
25,986
43,370
34,344
(iii) Unearned Revenue
1,441
231
(iv) Advance from Trade Debtors
8,999
13,341
87,694
73,902
B) PROVISIONS : (i) Provision for Taxation ( Net of Advance Tax ) (ii) Proposed Dividend (iii) Corporate Tax on Dividend (iv) Provision for Expenses (v) Unclaimed Dividend (vi) Provision for Gratuity
29,599 5,030 5,384 199 3,570
73
3,491 25,899 4,402 2,518 199 2,773 43,782
39,282
131,476
113,184
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars SCHEDULE 8 - SOFTWARE SERVICES & PRODUCTS Domestic Overseas
SCHEDULE 9 - OTHER INCOME Credit Balance written Back Income from Investments - Profit on sale of investments - Dividend
SCHEDULE 10 - STAFF COST Salary, wages and bonus ( Including Directors Remuneration of Rs.2,924 thousands (previous year Rs.3,697 thousands) ) Contribution to Provident Fund Staff Welfare
SCHEDULE 11 SOFTWARE DEVELOPMENT AND OTHER EXPENSES Contract Fees Software Consultancy & Development Charges Rates & Taxes Recruitment Charges Electricity Expenses Rent Insurance Repairs & Maintenance Travelling Expenses Internet Charges Auditors Remuneration Bad Debts W/off (Including Advances) Legal & Professional Fees Telephone Expenses Currency Translation Differences Miscellaneous Expenses
74
As at 31.03.2009
237,309 294,654
188,282 379,636
531,963
567,918
1,839
480
-
2 1,122
1,839
1,604
103,090
130,960
10,138 1,268
11,966 2,155
114,496
145,081
2,810 116,954 10,868 511 3,434 17,733 118 1,783 7,890 1,014 2,000 694 17,788 2,121 17,665 4,040 207,423
2,416 206,808 2,088 1,511 5,284 16,782 112 401 13,126 2,132 2,000 15,966 8,149 4,277 (57,460) 3,693 227,285
Annual Report 2009-10
Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 1,000 As at 31.03.2010
Particulars
(Rs. in 000`s) As at 31.03.2009
SCHEDULE 12 - FINANCE CHARGES (NET) Interest Expense Finance & Other Charges Foreign Currency Exchange Flucutation (Gain) / Loss ( NET ) Interest on Bank Overdraft / Term Loans Total Interest Expense
12,743 54,714 48,277
12,073 (104,935) 52,045
115,734
(40,817)
Interest Income Income from Investment and other Interest Income (Tax deducted at Source of Rs.2,195 (previous year 9,806) thousands Total Interest Income Finance Charges ( Net )
10,232
44,502
10,232
44,502
105,502
(85,319)
36,038
170,135
14,799,417 15,145,497
14,392,396 14,392,396
10
10
2.44 2.38
11.82 11.82
SCHEDULE 13 - EARNING PER SHARE Basic & Diluted Earning per Share: Profit for Basic & Diluted Earning per Share: ( Rs.in thousands) Weighted average number of Equity Shares Basic Diluted Nominal value of equity share Basic Earning Per Share Diluted Earning Per Share
75
Annual Report 2009-10
Schedule 14: Significant Accounting Policies and Notes to Accounts A. Significant Accounting Policies 1. Method of Accounting The financial statements are prepared under historical cost convention and in accordance with the generally accepted accounting principles in India and provisions of the Companies Act,1956 read with the Companies ( Accounting Standards) Rules, 2006 ( Accounting Standards Rules). 2. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principal requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities on the date of financial statements. The recognition, measurement, classification or disclosures of an item or information in the financial statements have been made relying on these estimates to a greater extent. 3. Revenue Recognition Revenue from software development and consulting services is recognized either on time and material basis or fixed price basis, as the case may be. Revenue on time and material contracts is recognized as and when the related services are performed. Revenue on fixed-price contracts is recognized on the percentage of completion method under which the sales value of performance, including earnings thereon, is recognized on the basis of cost incurred in respect of each contract as a proportion of total cost expected to be incurred. Revenue from sale of licenses of software products and other products is recognized on delivery/ installation, as the case maybe. Maintenance revenue in respect of software products is recognized as and when invoice raised on the client over the period of the underlying maintenance agreement. Revenue is recorded net service tax & Vat. Revenue from Call center & Business process Outsourcing Operations arised from both time based and unit price client contracts. Such revenue is recognized on completion of the related services and is billable in accordance with the specific terms of contracts with clients. 4. Fixed Assets Tangible: Fixed Assets are stated at cost, which comprises of purchase consideration and other directly attributable cost of bringing the assets to its working condition for the intended use. Intangible: Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost beyond one year are recognized as software products. Capital Work in Progress comprises outstanding advances paid to acquire Fixed assets and the cost of fixed assets that are not yet ready for their intended use at the reporting date. 5. Depreciation / Amortization Software Products are amortized over a period of Five years as considered appropriate by the management. Leasehold improvements are amortized over primary period of lease. Depreciation on other fixed assets is provided on straight-line method over useful life of assets at the rates and in the manner as prescribed in Schedule XIV to the Companies Act, 1956. Subsequent upgrades of hardware are entirely charged off to revenue in the year of purchase. 6. Investments Investments are classified into long-term investments and current investments based on the management's intention at the
76
Annual Report 2009-10
time of purchase. Long-term investments are carried at cost and provision is made to recognize any decline, other than temporary, in the value of such investments, determined separately for each investment. Current investments are carried at the lower of the cost and fair value and provision is made to recognize any decline in the carrying value. The comparison of cost and fair value is done separately in respect of each category of investments. 7. Accounting for Taxes on Income Provision for current income tax is made on the basis of the estimated taxable income for the current accounting period in accordance with the Income - tax Act, 1961. Provision for fringe benefit tax is made on the basis of expenses incurred on employees/ other expenses as prescribed under the Income Tax Act, 1961. Deferred tax resulting from timing differences between accounting and tax profits is accounted for under the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallize. Deferred tax assets are recognized and carried forward only if there is a virtual/ reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. Where there is Unabsorbed Depreciation or carry forward loss under tax laws, Deferred Tax Asset are recognized only if there is virtual certainty of realization of Assets. 8. Translation of Foreign Currency Items Transactions in foreign currency are recorded at the rate of exchange in force on the date of the transactions. Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate prevalent at the date of the Balance Sheet, Non Monetary items are carried at cost. The resultant gain/loss are recognized in the Profit & Loss Account. Overseas investments are recorded at the rate of exchange in force on the date of allotment/ acquisition. 9. Accounting of Employee Benefits The Company has for its employees in India, benefits such as Gratuity and Provident Fund. Provident Fund: The Company's contribution to the provident fund along with the employee share of provident fund deducted from the salary is paid into Employee Provident Fund of Government of India. The Company's contribution to EPF is charged to revenue. Gratuity Plan: The Company's Gratuity benefit scheme is a defined benefit plan. The company net obligation in respect of the Gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior period that benefit is discounted to determine its present value and the fair value of any plan assets is deducted. The present value of the obligation under such defined benefit plan is determined based on the actuarial valuation using the projected unit credit method. The Obligation is measured at the present value of the estimated future cash flows. The discount rated used for the determining the present value of the obligation under defined benefit plan, are based on the market yields on Government securities as at the Balance sheet date. Actuarial gains and losses are recognized immediately in the Profit & Loss Account. 10. Provisions and Contingent Liabilities The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires outflow of resources, which can be reliably estimated. Disclosures for a contingent liability is made, without a provision in
77
Annual Report 2009-10
books, when there is an obligation that may, but probably will not, require outflow of resources. 11. Impairment of Assets The Company assesses at each balance sheet date whether there is any indication that any asset may be impaired. If any such indication exists, the carrying value of such assets is reduced to its recoverable amount and the amount of such impairment loss is charged to profit and loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to that effect. 12. Borrowing Costs Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use or sale or those assets that are not ready for their intended use or sale when acquired. All other borrowing costs are charged to revenue in the period in which they are incurred. 13. Operating lease Lease arrangement where the risk and rewards incidental to ownership of an assets substantially vest with lessor, are recognized as operating lease. Lease rentals under operating leases are recognized in the profit & loss over the period of lease. 14. Preliminary & Shares Issue Expenses Preliminary expenses and share issue expenses are written off in the years in which incurred. 15. Work in progress: Work in progress is valued at cost plus indirect expenses allocated.The allocation of indirect expenses is based on the technical evaluation of the projects by the management. 16. Earning Per Share: Basic Earning per Share are Computed by dividing the net profit after tax by weighted average number of equity shares outstanding during the period. Diluted earnings per Share is computed by dividing the net Profit after tax by the weighted average number of equity shares considered for deriving basic earnings per Share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The diluted potential equity Shares are adjusted for the proceeds receivable had the shares been actually issued at the fair value, which is the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted as at beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues, including for changes effected prior to the approval of the consolidated financial statement by the Board of Directors. B. Notes to Accounts 1. The Previous year's figures have been regrouped and rearranged wherever found necessary. Figures in bracket indicate previous year figures. 2. The balances of sundry debtors and creditors are subject to confirmation. 3. Unearned Revenue : Unearned Revenue as at 31st March, 2010 amounting to Rs.1,441 thousands (P.Y. Rs.231 thousands) primarily consist of client billing on fixed price and fixed time frame contract for which related cost have not yet been incurred. 78
Annual Report 2009-10
4. Operating Leases: The Company has various operating leases for office facilities and related Facilities that are renewable after the expiring of primary period of Lease at the option of Lessor and Lessee. Rental expenses for operating leases included in the income statement for the year is Rs. 17,733 thousands (P.Y. Rs.16,782 thousands) As of 31st March 2010 future minimum lease payments for non-cancellable operating leases are as under (Rs.in thousands) Particulars
Total
Total value of minimum lease payment
24,224
Not later than one year
Later than one year but not later than five year
Later than five years
9,569
NIL
14,655
5. Quantitative Detail: The company is primarily engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and other information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of Companies Act, 1956. 6. Earning in Foreign Currency (on accrual basis) (Rs.in thousands) Particulars
2009-10
2008-09
Software Services
294,654
379,637
7. Expenditure in Foreign Currency (on accrual basis) (Rs.in thousands) Particulars
2009-10
2008-09
1,538
4,600
Software Development and Other Expenses
26,346
22,392
Bank Interest
10,721
-
Total
38,605
26,993
Staff Cost
8. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into Force form 2nd October, 2006 certain disclosures are required to be made relating to MS&ME. On the basis of the information and records available with the Company, the following disclosuresare made for the amounts due to the MS&ME. (Rs. in thousands) Particulars
2009-10
2008-09
(a) Principal amount due to any supplier as at the year end
1
1
(b) Interest due on the principal amount unpaid at the year end to any supplier
-
-
(c) Amount of Interest paid by the Company in terms of section 16 of the MSMED, along with the amount of the payment made to the supplier beyond the appointed day during the accounting year
-
-
(d) Payment made to the enterprises beyond appointed date under Section 16 of MSMED
-
-
(e) Amount of Interest due and payable for the period of delay in making payment, which has been paid but beyond the appointed day during the year but without adding the interest specified under MSMED
-
-
(f) The amount of interest accrued and remaining unpaid at the end of each accounting year
-
-
79
Annual Report 2009-10
9. Managerial Remuneration (excluding Contribution to Gratuity on retirement) paid/payable to directors: (Rs. in thousands) Particulars Salaries
2009-10
2008-09
2,887
3,674
37
23
2,924
3,697
Contribution to Provident Fund Total 10. Auditors Remuneration (Excluding Services Tax)
(Rs. in thousands) Particulars For Audit Fees
2009-10
2008-09
1,450
1,450
250
250
For Tax Audit For Other Services
1,300
300
680
355
3,680
2,355
For Certification Charges
11. Deferred taxation in respect of timing difference arising on account of: (Rs.in thousands) Particulars
2009-10
2008-09
46,225
55,361
1,673
2,657
44,552
52,704
Tax Liability on account of: Depreciation / Amortization Deferred Tax Assets on account of : Disallowance under the Income tax Act,1961 Net Deferred Tax Liability 12. Acquisition/Merger of Subsidiaries:a. The Company in September, 2006 entered into Share Purchase Agreement (SPA) effective retrospective from 1st April, 2006 with the owner of SPS Corporation, USA to acquire all the 1000 shares of SPS Corporation, USA for a consideration of USD 4,997,800 payable in three tranches out of which 1st& 2nd tranches of the consideration and the part payment of 3rd tranche has been made. The Company has made the provision for the balance payment of the 3rd tranche amounting to USD 564,340 (Rs.28,498 thousands). b. The Company in October, 2006 entered into Share Purchase Agreement (SPA) with the owner of Coban Corporation, USA to acquire all the 9,450 shares of Coban Corporation, USA for a consideration of USD 1,125,000 and the same has been paid. c. SPS Corporation and Cobon Corporation mentioned above have been merged with one of the Company's wholly owned Subsidiary Aurionpro Solutions INC w.e.f. 1stApril, 2009 as per the agreement dated 24th March 2009. Accordingly, in terms of the merger, all the outstanding Shares of common stock of SPS Corporation and Cobon Corporation were cancelled and the Company received 277,901 Shares of Aurionpro Solutions Inc. The investment made by the company in SPS Corporation and Cobon Corporation have been transferred in the name of Aurionpro Solutions INC. d. The Company in December, 2007 entered into Share Purchase Agreement (SPA) with the owner of Integro Technologies Pte. Ltd., Singapore to acquire all the 16,886,029 shares of Integro Technologies Pte. Ltd, Singapore at an agreed price of
80
Annual Report 2009-10
SGD 16,000,000 in three tranches . The Company has made the payment for all the three tranches. e. The Company in March 2009, entered into Stock Subscription Agreement (SSA) with Aurionpro Solutions INC, USA for infusion of additional capital of 200,000 shares of Aurionpro Solutions INC, USA at a purchase price of USD 10 per share for an aggregate purchase price of USD 2,000,000 out of which the Company has paid USD 1,000,000 (Rs.51,784 Thousands) during the F.Y. 2008-09 . The addendum to this agreement has been passed on 25th July ,2009 with the consent of board of director of both the companies, subsequently the purchase price of stock subscription agreement have been revised to USD 5 per share and accordingly the Company has not paid any further consideration . The Company has received 200,000 shares of Aurionpro Solutions INC. f.
The Company in March, 2010 entered into Stock Subscription Agreement (SSA) with SENA Systems Inc, USA for infusion of additional capital of 35 number of shares of SENA Systems Inc, USA at a purchase price of USD 20,000 per share for an aggregate purchase price of USD 700,000 and the same has been paid.
g. In December, 2009, the Company executed a Share Purchased Agreement (“SPA”) effective retrospectively from October 01, 2009 with Thar Capital Partners Asia Pte. Ltd, to acquire 2,375,000 share of the purchasing the Silicon Tech Corp. USA for a consideration of US $ 4,860,000 which have been paid up to 31st March, 2010. h. The Company has formed a wholly owned subsidiary Aurionpro SCM Pte. Ltd. in Singapore on 9th November, 2009. i.
The Company has formed a wholly owned subsidiary Aurionpro Solutions PTY Ltd in Australia on 17th December, 2009.
j.
Silicon Techno Corp entered into an agreement dated April 1, 2010 with Aurionpro Solutions Inc, USA to merge business and undertaking thereof has been merged with Aurionpro Solutions Inc., with effect from April 1, 2010. Pursuant to the terms of the aforesaid agreement ,all the issued and outstanding shares of the common stock of Silicon Tech Corp will be cancelled and the Company will receive 1,90,520 shares of Aurionpro Solutions Inc, USA in consideration for the aforesaid merger. The accounting entries of the said merger will be passed in next financial year i.e. 2010-11.
13. The Authorized Capital of the Company has been increased from 18,000,000 to 25,000,000 Equity Shares of Rs.10/- each pursuant to members resolution dated 30th September, 2009. 14. In terms of the approval of the shareholders obtained at the Extra Ordinary meeting of the Company held on 24th May, 2008, the Company on 11th June 2008 has allotted the following securities: I.
1,935,000 Convertible warrants of Rs. 10/- each to promoters, promoter group and strategic investors at a price of Rs. 425 per share. The Company had received Rs. 42.50 per warrant, being the 10% upfront money against the allotment of warrants.
II. During the period said warrant has been forfeited as the holders of the warrant haven't exercised the option from conversion into equity shares with the stipulated time. Simultaneously the amount paid by the warrant holders @Rs. 42.5 per share aggregating to Rs. 82,238 thousands has been forfeited and the same has been transferred to capital reserve. 15. The Company had raised Rs. 270,022 thousands through Initial Public offering (IPO) in October 2005, which comprised of 3,000,247 equity shares of face value of Rs. 10 each issued at a premium of Rs.80 per share. The proceeds from IPO have been utilized by the Company as under:
81
Annual Report 2009-10
(Rs.in thousands) Particulars
26.10.2005 to 26.10.2005 to 31.03.2010 31.03.2009 67,746 67,746
Expansion of Facilities Certification
517
517
Investments
130,000
130,000
Establishment of Overseas Office
35,505
35,505
Public Issue Expenses
15,015
15,015
Incremental Working Capital
18,847
18,847
2,392
2,392
270,022
270,022
Balance lying as Deposit with Banks and Bank Balances Total 16. Capital Commitments and Contingent Liabilities:
(Rs. in thousands) 2009-10
2008-09
Nil
159,061
2,978
2,994
Capital Commitments Estimated amount of contracts remaining to be be executed on capital account and not provided for so Contingent Liabilities Outstanding guarantees given by banks
17. The particulars of dividends declared and paid to non resident shareholders for the year 2008-09 are as under: Particulars
2009-10
2008-09
74
60
Number of shares held by them
5,050,193
2,201,674
Amount of dividend (INR)
8,837,838
3,852,930
(For 2008-09)
(For 2007-08)
Number of Non-Resident shareholders
Of the above, the Company has remitted (USD 26,438.40) Rs.1,245,500/- in foreign currency on account of dividends during the year to Three Non Resident shareholders holding 711,714 shares & remittance to other shareholders in Indian currency. 18. Employee Benefits:Gratuity: In accordance with the applicable Indian Laws, the Company provides for gratuity, a defined benefit retirements plan (Gratuity Plan) for all employees .The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee's last drawn salary and for the years of employment with the company.
82
Annual Report 2009-10
The following table set out the status of the gratuity plan as requires under AS 15 (Rs. in thousands) Particulars I)
II)
III)
IV)
V) VI)
Reconciliation of opening and closing balances of the present Value of the defined benefit Obligation Obligation at period beginning Interest Cost Current Service Cost Past Service Cost (Non Vested Benefit) Past Service Cost (Vested Benefit) Liability Transfer in Liability Transfer Out Benefit Paid Actuarial (gain)/loss on obligations Obligation at Period end Change in Plan assets Fair value of Plan Assets at the beginning of the year Expected Return on Plan Assets Contributions Transfer from other Company Transfer to other Company Benefit Paid Actuarial gain/(loss) on Plan Assets Fair value of Plan Assets at the End of the year Reconciliation of present value of the obligation and the fair value of the Plan assets Liability at the end of the Year Fair value of Plan Assets at the End of the year Difference Unrecognized Past Service Cost Unrecognized Transition Liability Amount Recognized in the Balance sheet Gratuity Cost for the Period Current Service Cost Interest Cost Expected Return on Plan Assets Past Service Cost (Non Vested Benefit) Recognized Past Service Cost (Vested Benefit) Recognized Recognition of Transition Liability Actuarial (gain)/loss Expenses Recognized in P & L Investment Details of plan assets 100% of the Plan assets are invested in Insurer Managed funds Actual return on Plan assets
83
As at 31st March,2010
As at 31st March,2009
2,773 284 1,136 208 (483) (349) 3,569
2,463 299 1,323 (109) (1,204) 2,773
2,178 155 1 (483) 15 1,866
2,103 164 (109) 20 2,178
3,569 1,866 (1,703) (1,703)
2,773 2,178 (595) (595)
1,136 284 (155) 208 (364) 1,109
1,323 299 (164) (1,224) 234
170
184
Annual Report 2009-10
Particulars VII) Assumptions Discount Rate Previous year Rate of Return on Plan Assets Previous year Salary Escalation Previous year Attretion Rate Previous year Discount Rate Current year Rate of Return on Plan Assets Current year Salary Escalation Current year Attretion Rate Current year
As at st 31 March,2010
As at st 31 March,2009
7.75% 8.00% 5.00% 2.00% 8.00% 8.00% 5.00% 2.00%
8.00% 8.00% 5.00% 2.00% 7.75% 8.00% 5.00% 2.00%
The estimates, of future salary increases, considered in actuarial valuation, take into account inflation, senioritypromotion and other relevant factors such as supply and demand factors in the employment market. 19. Related Party Transactions (in respect of related parties as of the date of this report): A. Name of the related parties: i.
ii
Key Managerial Personnel: a)
Amit Sheth - Managing Director
b)
Sanjay Desai Executive Chairman & Director
Subsidiaries : a)
Aurionpro Solutions Pte Ltd, Singapore (from 1st April, 2003)
b)
Aurionpro Solutions INC, USA (from 13th December,2005)
c)
Aurionpro Solutions SPC, Bahrain (from 1st April, 2006)
d)
Auroscient Outsourcing Limited, India (from 10th July, 2006)
e)
E2E Infotech Ltd, UK (from 1st July, 2007)
f)
E2E Infotech (India) Pvt. Ltd, India (from 1st July, 2007)
g)
Aurionpro Solutions (HK) Ltd, Hong Kong (from 1st October, 2007)
h)
Integro Technologies Pte Ltd, Singapore (from 7th December, 2007)
i)
Aurofidel Outsourcing Limited (from 8th March, 2008)
j)
Sena Systems INC, USA (from 1st April, 2008)
k)
Silicon TechCorp, USA (from 1st October, 2009)
l)
Aurionpro SCM Pte Ltd, Singapore (from 9th November, 2009)
m)
Aurionpro Solutions PTY Ltd, Australia (from 17th December, 2009)
iii Fellow Subsidiaries: a)
Integro Technologies SDN, BHD, Malaysia (from 7th December, 2007)
b)
Sena Systems (India) Pvt. Ltd,(India) (from 1st April, 2008)
84
Annual Report 2009-10
B. Transactions with related parties: (Rs.in thousands) Particulars
2009-10
2008-09
Remuneration (Including PF)
2,924
3,697
Dividend
2,777
4,129
190,635
262,914
1,480,024
1,043,875
47,650
70,960
784,894
653,341
8,999
13,341
Key Managerial Personnel:
Subsidiaries: Income/Expenses Sale of Services Closing Balances: Investments in Equity Debtors Working Capital Loan Trade Advances Transaction: Investments in Equity
407,651
359,707
Working Capital Loan given
602,332
351,195
Working Capital Loan returned
402,911
120,931
Reimbursable expenses incurred for related parties
5,017
4,909
Reimbursable expenses incurred by related parties
3,030
1,657
C. Out of the above items transaction in excess of 10% of the related part transactions are as under: (Rs.in thousands) Particulars
2009-10
2008-09
2,004
2,010
-
918
921
769
Aurionpro Solutions , INC USA
84,950
61,130
Integro Technologies Pte Ltd, Singapore
33,098
-
Aurionpro Solutions Pte Ltd, Singapore
44,737
Key Managerial Personnel Remuneration (Including PF) Amit Sheth Bhavesh Talsania Sanjay Desai Subsidiaries Income: a. Sales of Services
Aurionpro Solutions SPC, Bahrain
157,107
Transaction during the year a. Working Capital Loan Given Auriopro Solutions Pte Ltd., Singapore
67,463
76,590
Aurionpro Solutions SPC, Bahrain
97,971
100,233
367,605
68,896
-
47,772
-
21,490
Auroscient Outsourcing Limited, India Aurofidel Outsourcing Limited, India b. Working Capital Loan Returned Aurionpro Solutions Pte Ltd., Singapore Aurionpro Solutions INC, USA
109,661
-
Auroscient Outsourcing Limited, India
233,500
40,000
-
44,341
Aurofidel Outsourcing Limited, India 85
Annual Report 2009-10
Particulars
2009-10
2008-09
c. Reimbursable Expenses incurred Aurionpro Solutions INC, USA
2,354
1,897
Aurionpro solutions SPC, Bahrain
2,283
1,327
-
1,645
-
47,435
Aurofidel Outsourcing Limited, India d. Investment in Equity SPS Corporation, USA Integro Technologies Pte Ltd, Singapore Aurionpro Solutions Inc, USA Aurionpro Solutions Pte Ltd, Singapore Sena Systems Inc, USA Silicon Techcorp, USA
105,797
44,190
-
51,784
44,417
-
-
201,655
225,079
-
1,377
1,674
e. Dividend paid Amit Sheth Bhavesh Talsania Sanjay Desai
-
1,056
1,400
1,400
-
195,722
Closing Balances: a. Investment in Equity SPS Corporation, USA
-
119,813
Integro Technologies Pte Ltd, Singapore
E2E Infotech Ltd, UK
463,824
358,027
Silicon Techcorp, USA
225,079
-
Aurionpro Solutions Inc, USA
343,328
-
Sena Systems Inc, USA
233,558
201,655
Aurionpro Solutions Inc, USA
5,296
-
Aurionpro Solutions SPC, Bahrain
6,091
-
b. Debtors
Integro Technologies Pte Ltd, Singapore
31,302
-
Aurionpro Solutions Pte.Ltd, Singapore
4,961
19,871
c. Working Capital Loan Aurionpro Solutions Pte.Ltd, Singapore
218,200
174,954
Aurionpro Solutions SPC, Bahrain
283,118
214,347
Aurionpro Solutions, Inc USA Aurosceint Outsourcing Limited, India
-
83,813
214,720
80,615
8,876
10,868
-
1,826
d. Trade Advances E2E Infotech Limited, UK SPS Corporation, USA
20. Employee Stock Option Scheme (ESOS) In accordance with the ESOS 2008 of the Company granted on 1st June,2009 the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period shall be one year from the date of grant. Against each option 20% can be exercised by the end of first year from the date of grant of options i.e. after 31st May, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after 31st May, 2011 and balance 50% can be exercised at the end of third year from the date of 86
Annual Report 2009-10
grant of the options i.e. after 31st May, 2012. In respect of options granted above, the accounting value of options is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Profit & loss Account in respect of ESOS Plan 2008. 21. Segment Performance: Disclosure as per Accounting standard (“AS 17 of Segment Reporting”) is reported in consolidated accounts of the company. Therefore, the same has not been separately disclosed in line with the provision of AS. 22. In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequate and not in excess of the amount reasonably stated. 23. Disclosures of Loans and Advances to Subsidiaries (Pursuant to Clause 32 of the Listing Agreement) (Rs.in thousands) Amount Outstanding As at
Sr. Name of the Subsidiaries Company
31.03.2009 174,954
2009-10 225,500
23,919
83,812
144,182
83,812
283,118
214,347
292,777
214,347
214,720
80,615
392,045
114,529
SPS Corporation (USA)
-
30,003
-
33,255
Coban Corporation (USA)
-
30,366
-
30,366
1
Aurionpro Solutions Pte. Ltd (Singapore)
2
Aurionpro Solutions Inc (USA)
3
Aurionpro Solutions SPC (Bahrain)
4
Auroscient Outsourcing Limited (India)
5 6 7
Aurionpro Solutions (HK) Ltd. (Hong Kong)
8
Aurofidel Outsourcing Limited (India)
9
Sena Systems Inc (USA)
10
Aurionpro SCM Pte Ltd (Singapore)
31.03.2010 218,200
Maximum amount Outstanding during the year
Total
2008-09 174,954
-
336
-
336
16,725
3,789
19,039
41,002
-
35,117
-
35,117
28,212
-
28,212
-
784,894
653,339
1,101,755
727,718
As at the year-end, the Company (a) has no associates (b) has loans and advances in the nature of loans, wherein there is no repayment schedule. (c) has loans and advances in the nature of loans to the above Companies in which directors are interested. Signatures to Schedule “I” to “XIII” Chaturvedi & Shah Chartered Accountants Firm Regn. No. 101720W (Lalit R. Mhalsekar) Partner Membership No.: 103418 Dated : 12th July,2010 Place: Mumbai
For and on behalf of board
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
87
Annual Report 2009-10
(11) Additional information as required under Part IV of schedule Vi to the Companies Act, 1956 BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE (Rs. in 000`s)
I
Registration Details Registration No.
II
L99999MH1997PLC111637
State Code
11
Balance sheet
31.03.2010
Capital Raised during the year (Amount in Rupees) Public Issue
NIL
Bonus Issue
NIL
Right Issue
NIL
Private Placement
NIL
III Position of Mobilisation and Deployment of Funds (Amount in Rupees) Total Liabilities
Total Assets
2,844,109
2,844,109
Paid up Capital
Secured Loans
Sources of Funds 147,994
533,480
Equity Warrents
Unsecured Loans
-
7,415
Reserve & Surplus
Deferred Tax Liability
1,986,607
44,552
Net Fixed Assets
Investment
340,581
1,483,527
Net Current Assets
Misc. Expenditure
888,525
-
Application of Funds
Accumlated Losses NIL IV Performance of Company Turnover
Total Expenditure
531,963
500,152
Profit & Loss Before Tax
Profit & Loss after Tax
33,650
36,038
Earning per share
Dividend Rate
2.44
20.00%
V Generic name of the Principal Products / Services of Company Item Code No. (ITC Code) Product Description
85249009 Computer Software
For Chaturvedi & Shah Chartered Accountants Firm Regn No. 101720W Lalit R. Mhalsekar Partner Membership No.: 103418
For and on behalf of board Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Dated : 12th July, 2010 Place: Mumbai
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
88
Annual Report 2009-10
Consolidated Auditors’ Report TO THE BOARD OF DIRECTORS OF AURIONPRO
2010, total revenue of Rs 1,81,615 thousands and cash
SOLUTIONS LIMITED
inflow amounting to Rs.11,025 thousands for the year
We have audited the attached Consolidated Balance Sheet of
ended on that date. These unaudited financial statements
Aurionpro Solutions Limited (“the Company”) and its
as approved by the respective Board of Directors of these
subsidiaries and joint ventures (collectively referred to as the
companies have been furnished to us by the
'Group') as at 31st March, 2010, and also the Consolidated
management, and our report in so far as it relates to the
Profit and Loss Account and the Consolidated Cash Flow
amounts included in respect of the subsidiaries is based
Statement for the year ended on that date annexed thereto.
solely on such approved financial statements. 4. We report that the consolidated financial statements have
1. These financial statements are the responsibility of the Company's Management. Our responsibility is to express
been prepared by the Company in accordance with the
an opinion on these financial statements based on our
requirements of Accounting Standard (AS) 21,
audit. We conducted our audit in accordance with
'Consolidated Financial Statements', and (AS) 27
generally accepted auditing standards in India. These
‘Financial Reporting of Interest in joint ventures’
Standards require that we plan and perform the audit to
prescribed by the Companies (Accounting Standards )
obtain reasonable assurance whether the financial
Rules, 2006 and on the basis of the separate audited
statements are prepared, in all material respects, in
financial statements of the Company, its subsidiaries and
accordance with an identified financial reporting
joint ventures included in the consolidated financial
framework and are free of material misstatements. An
statements. 5. Based on our audit as aforesaid, and on consideration of
audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial
reports of other auditors and accounts approved by the
statements.
Board of Directors as explained in paragraph 2 and 3
An audit also includes assessing the
accounting principles used and significant estimates
above, and to the best of our information and according to
made by management, as well as evaluating the overall
the explanations given to us, the consolidated financial
financial statements. We believe that our audit provides a
statements give a true and fair view in conformity with the
reasonable basis for our opinion.
accounting principles generally accepted in India: (a) in the case of the consolidated Balance sheet, of the
2. We did not audit the financial statements and other financial information of certain subsidiaries, whose
state of affairs of the Group as at 31st March, 2010;
financial statements reflect total assets of Rs.15,12,717
(b) in the case of the consolidated Profit and Loss
thousands as at 31st March 2010 and total revenues of
Account, of the profit of the Group for the year ended
Rs.26,88,716 thousands and net cash outflow of Rs.
on that date; and
58,733 thousands for the year ended on that date. These
(c) in the case of the Consolidated Cash Flow Statement,
financial statements have been audited by other auditors
of the Cash Flows of the Group for the year ended on
whose reports have been furnished to us and in our
that date.
opinion, in so far as it relates to the amounts included in
For CHATURVEDI & SHAH Chartered Accountants Firm Registration No. 101720W
respect of these subsidiaries, is based solely on the report of the other auditors. 3. We have relied on the unaudited financial statements of
LALIT R. MHALSEKAR Partner Membership No. 103418
certain subsidiaries whose financial statements reflect total assets of Rs 1,19,083 thousands as at 31st March 89
Annual Report 2009-10
Consolidated Balance Sheet as at 31st March, 2010 Particulars
As At 31-03-2010
Schedule
I SOURCES OF FUNDS (1) Shareholder's Funds: a Share Capital b Equity warrants ( issued & subscribed) (Refer note no.8 (II) of part B of schedule 14) c Reserves and Surplus
1
147,994 -
2
2,782,233
(Rs. in 000`s) As At 31-03-2009
147,994 82,238 2,383,661 2,930,227
(2) Loan Funds: a Secured Loans b Unsecured Loans
2,613,893
3 680,692 21,587
(3) Deferred Tax Liability (Net) (Refer note no 6 of part B of schedule 14) (4) Minority interest TOTAL FUNDS EMPLOYED II APPLICATION OF FUNDS (1) Fixed Assets: a Gross Block b Less: Depreciation c Net Block d Capital Work In progress
432,813 2,244 702,279 54,879
435,057 74,126
3,687,385
50,173 3,173,249
4 1,866,451 686,730 1,179,721 198,997
(2) Goodwill on consolidation (3) Investments (4) Current Assets, Loans and Advances: a Inventories b Sundry Debtors c Cash & Bank Balances d Loans and Advances
1,378,718 977,179 123,021
5 6
Less : Current Liabilities and Provisions a Current Liabilities b Provisions
1,349,794 506,010 843,784 219,362 1,063,146 720,664 85,554
28,201 1,153,530 142,269 529,372 1,853,372
31,223 870,241 199,438 517,171 1,618,073
513,555 131,350 644,905
245,111 69,077 314,188
7
Net Current Assets TOTAL FUNDS APPLIED Significant Accounting Policies and Notes To Accounts
1,208,467 3,687,385
1,303,885 3,173,249
14
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
Dated : 12th July,2010 Place: Mumbai
90
Annual Report 2009-10
Consolidated Profit and Loss Account for the year ended 31st March, 2010
Particulars
(Rs. in 000`s) Year ended 31.03.2009
Schedule
Year ended 31.03.2010
8 9
3,366,971 10,043 3,377,014
2,744,068 7,488 2,751,556
3,022 1,415,254 1,178,615 221,999 93,562 2,912,452 464,562
7,457 1,215,243 949,285 190,703 (90,195) 2,272,493 479,062
INCOME Income from operation Other Income Total Income EXPENDITURE (Increase)/Decrease in Stock Staff Cost Software Development and Other Expenses Depreciation & Amortisation Finance Charges (Net) Total Expenditure Profit Before Tax Provision for Taxation Current Tax Fringe Benefit Tax Defered Tax Tax adjustment of earlier years(net) Profit after Tax Less Minority Interest Profit after tax and minority interest Profit brought forward from the Previous Year Less:- Reversal of Minority Interest Less:- Amount Transfer to Capital Reserve due to merger (Refer note no 3 (c) of part B of schedule 14) Add :- Prior Year Adjustments Amount available for distribution & appropriation. APPROPRIATIONS Proposed Dividend Corporate Tax on Dividend Transferred to General Reserve Balance carried over to Balance Sheet
10 11 12
53,996 5,392 217 404,957 404,957 824,166 14,802 30,596
EARNING PER SHARE Basic Diluted Significant Accounting Policies and Notes To Accounts
13
45,264 1,713 19,476 4,267 408,343 5,192 403,152 467,770 -
778,768 3,995 1,187,720
467,770 2,000 872,922
29,599 5,030 3,600 1,149,491 1,187,720
28,852 4,903 15,000 824,167 872,922
27.63 27.00
28.15 28.15
14
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
Dated : 12th July,2010 Place: Mumbai
91
Annual Report 2009-10
Consolidated Cash Flow Statement for the year ended 31st March, 2010 (Rs. in 000`s)
Particulars
As At 31.03.2010
Net Profit / (Loss) before Taxation A. Cash Flow from Operating Activities : Adjustment for : Depreciation & Amortisation Loss on Sale of Fixed Assets Interest Expenses Interest Income Dividend on Investment Gain on Investment Unrealised Currency Translation (Gain)/Loss Exchange difference on translation of foreign currency cash and cash equivalents Credit Balance written back Bad Debts Provision for Doubtful Debts
As At 31.03.2009
464,562
479,062
221,999 (355) 66,620 (27,772) (60) (5,578) 408
190,703 67,799 (53,242) (1,205) (2) (66,889) (239)
(1,839) 27,603 20,504
(653) 25,800 301,530 766,092
Operating Profit before working capital changes Adjustment for : Change in Inventories Change in Sundry Debtors Change in Loans & Advances Change in Current Liabilities
3,022 (322,728) (268,878) 92,407
Cash generated from operations Income Tax paid Net Cash Flow from Operating Activities B. Cash Flow from Investing Activities : Purchase of Fixed Assets and change in Work in Progress Sale proceeds of Fixed Assets Purchase of Investment Sale proceeds of Investment Additional consideration for acquisition of subsidiaries ICD given ICD refunded Interest received Net Cash flow from Investment Activities
7,457 (189,223) (79,680) 51,880 (496,177) 269,915 (47,016)
(209,566) 431,568 (56,839)
222,899
374,729
(413,344) 40,813 (46,641) (325,279) 237,500 35,336
(556,539) (190,000) 191,205 (158,470) (290,000) 52,500 31,050 (471,615) (248,716)
92
162,072 641,134
(920,254) (545,525)
Annual Report 2009-10
Consolidated Cash Flow Statement for the year ended 31st March, 2010 (Rs. in 000`s) Particulars
As At 31.03.2010
C. Cash Flow from Financing Activities : Increase in capital including premium Equity Warrants Issued / Converted Unsecured Loan Taken Secured Loan repaid Secured Loan taken Interest and Finance Charges paid Dividend paid Dividend tax paid Net Cash flow from Financing Activities
19,343 (303,611) 566,403 (66,649) (25,899) (4,402)
As At 31.03.2009 574,363 78,458 (25,821) (343,361) 267,025 (67,168) (25,718) (4,402)
185,185
453,376
Net (Decrease)/Increase in cash and cash equivalent
(63,531)
(92,150)
Cash and cash equivalent at the beginning of the year Addition on account of merger Exchange difference on translation of foreign currency cash and cash equivalents Cash and cash equivalent at the end of period * Net (Decrease) / Increase as above (* Fixed Deposits with Banks amoutning to Rs.2978 thousands under lien are not considered as Cash and Cash equivalent for the period)
199,438 3,791 (407)
289,698 1,652 239
139,291 (63,531)
199,438 (92,150)
For Chaturvedi & Shah Chartered Accountants Firm Regn.No. 101720W
For and on behalf of board
Lalit R. Mhalsekar Partner Membership No.: 103418
Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
Dated : 12th July,2010 Place: Mumbai
93
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 As at 31.03.2010
Particulars SCHEDULE 1 - SHARE CAPITAL AUTHORISED 2,50,00,000 (Previous year.1,80,00,000) Equity Shares of Rs. 10/- each fully paid up (Refer note No 7 of Part B of schedule 14) ISSUED SUBSCRIBED AND PAID UP 1,47,99,417 (Previous year . 1,47,99,417) Equity Shares of Rs.10/- each fully paid up Of the above : (i) 70,53,399 Equity Shares of Rs.10/- each fully paid up have been alloted as Bonus Shares by capitalisation of Share Premium account and Profit & Loss Account. (ii) 34,89,938 Equity Shares of Rs.10/- each fully paid up were issued on Preferential allotment. (iii) 5,00,000 Equity Shares of Rs.10/- each fully paid up has been alloted for consideration other than cash SCHEDULE 2 - RESERVES AND SURPLUS Capital Reserve Add:- Equity warrants Forfeited (Refer note no 8(II) of part B of Schedule 14) Add:- Amount transfer due to merger of subsidiaries (Refer note no 3 (d) of part B of Schedule 14) Share Premium Balance as per last Balance Sheet Add: Premium received on issue of equity Shares
(Rs. in 000`s) As at 31.03.2009
250,000
180,000
147,994
147,994
2,419 82,238
2,419
30,596
2,419 115,253
1,469,328 -
794,965 674,363 1,469,328
General Reserve Balance as per last Balance Sheet Add:- Transfer during the period
42,006 3,600
Statutory Reserves Foreign Currency Translation Reserve Profit and Loss Account SCHEDULE 3 - LOAN FUNDS A) SECURED LOANS From Banks - Car Loan (Secured by Hypothecation of Car in favour of bank) From Banks - Term Loan , Overdraft & Other Facilities (Secured by Hypothecation of Plant & Machinary and further secured by Closing Stock ,Debtors, and personal guarantees of 3 directors and Corporate guarantee in Favour of the Bank) B) UNSECURED LOANS From Others (Including Loan from Director amouting to Rs.7,415 thousands) 94
1,469,328 27,006 15,000
45,606 13,708 (11,153) 1,149,491 2,782,233
42,006 13,708 32,033 824,167 2,383,661
1,106
2,025
679,586
430,788
680,692
432,813
21,587
2,244
21,587
2,244
37,029
Leasehold
95 350,092
606,592
2,707
2,589
468,427
-
86,141
1,079
314
10
-
1,493
43,832
Addition
76,989
(90,959)
-
-
-
(317)
(5,935)
(9,053)
(1,496)
(978)
877
(3,712)
(70,345)
Adjustment
Deductions/
As At
Upto
1,349,794
1,866,451
2,707
2,589
468,427
13,603
934,981
29,055
11,510
9,588
6,720
28,879
358,392
260,375
506,010
-
-
-
8,143
341,299
15,521
5,505
1,596
1,677
8,214
124,055
31.03.2010 01.04.2009
* The Balance life as on 31.03.2010 is ranging between 1 to 4 years.
Capital Work in Progress
16,704
906,010
1,024
-
Customers List
-
-
-
-
-
-
-
-
-
1,024
1,349,794
-
Data Centre
Total
-
13,920
Marketing Rights
Goodwill / Org Cost
Software
Intangible Asset*
854,775
12,692
Office Equipments
Improvements
10,556
5,843
31,098
383,881
acquisition
Addition
on a/c of
As At
GROSS BLOCK
01.04.2009
Air - Conditioner
Motor Car
Furniture & Fixtures
Computers
Tangible Assets
PARTICULARS
SCHEDULE 4 - FIXED ASSETS
8,852
313
-
-
-
-
-
-
-
-
-
66
247
acquisition
on a/c of
Addition
190,703
221,999
572
151
9,120
2,960
127,251
7,809
1,225
1,434
923
3,476
67,077
Year
Upto
As at
NET BLOCK As at
46,082
(41,591)
-
-
-
(120)
(1,949)
(5,209)
(121)
(67)
44
(2,546)
(31,623)
506,010
686,730
572
151
9,120
10,983
466,601
18,121
6,609
2,963
2,644
9,210
159,756
198,997
843,784
1,179,721
2,135
2,438
459,307
2,620
468,380
10,934
4,901
6,625
4,076
19,669
198,636
219,362
843,784
-
-
-
5,778
513,475
21,508
7,187
8,960
4,166
22,884
259,826
Adjustment 31.03.2010 31.03.2010 31.03.2009
For the Deductions/
DEPRECIATION
(Rs. in 000`s)
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the
accounts for the year ended 31st March, 2010
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at 31.03.2010
Particulars
As at 31.03.2009
SCHEDULE 5 - INVESTMENTS Unquoted (A) Non - Trade ( Unquoted) - at Cost, fully paid up (a) Janaseva Sahakari Co-op Bank Ltd. (25 (25)equity shares of Rs.20 each (@ is equal to Rs.500/-))
1
1
3,502
3,502
(c) Investment made by Aurionpro Solutions Pte.Ltd (13,69,315 (13,69,315) Covertibale Prefered Stock of Pay Simple LLC, USA representing interest of 7.64% in the corporation) (refer note no 3 (l) of part B of schedule 14)
45,793
51,481
(d) Investment in Joint Venture made by Aurionpro Solutions Pte.Ltd in Priority Commerce INC (refer note no 3 (m) of part B of schedule 14)
45,140
-
(e) Investment made by Aurionpro Solutions INC ( 6,25,000 (6,25,000) Common Stock of XTS INC, USA having Par value of USD 0.0001 each) (refer note no 3(n) of part B of schedule 14)
27,084
30,570
(b) Megavisa Marketing Solutions Ltd. (1,75,108 (1,75,108) equity shares of Rs.10 each)
121,520
85,554
(B) Current Investments Non - Trade (quoted) - at Cost, (a) Investment made by E2E Infotech (India ) Pvt.Ltd HDFC Cash Management Fund - Savings Plus Plan Units (1,49,721.491 (Nil) Units purchased @10.0247) (Aggregate Market Value Rs. 1,501 (Nil) thousands)
1,501
-
1,501
Market Value of Quoted Investments Book Value of Quoted Investments Book Value of Unquoted Investments
96
-
123,021
85,554
1,501 1,501 121,520
85,554
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) Particulars
As at 31.03.2010
SCHEDULE: 6 - CURRENT ASSETS, LOANS AND ADVANCES CURRENT ASSETS A) INVENTORIES Work - in - Progress (As certified and valued by the management) B) SUNDRY DEBTORS : ( Unsecured Considered good) (i) Outstanding Debtors - More than Six Months (Net of Provision) - Other Debts
As at 31.03.2009
28,201
269,250 884,280
31,223
115,265 754,976 1,153,530
C) CASH AND BANK BALANCE (i) Cash on Hand (ii) Balance with Bank (a) With Schedule Bank - Current Account. - Deposits Account.* (* Fixed Deposits with Banks amounting to Rs.2,978 thousands under lien)
870,241
2,046
631
135,056 5,167
191,864 6,943 142,269
D) LOANS, ADVANCES AND DEPOSITS (Unsecured, considered good) (i) Advances recoverable in cash or in kind or for value to be received (ii) Loans to Employees (iii) Deposits a) Inter Corporate Deposit b) Others
199,438
486,695
219,355
13,595
9,680
29,082
262,653 25,483 529,372 1,853,372
SCHEDULE : 7 - CURRENT LIABILITIES & PROVISIONS A) CURRENT LIABILITIES : (i) Sundry Creditors Micro, Small & Medium Enterprises Amount due to others ( Includes Capital Creditors of Rs.194,786 thousands (previous year 5,021 thousands )) (ii) Other Liability (iii) Unearned Revenue B) PROVISIONS : (i) Provision for Taxation (Net of advance tax) (ii) Proposed Dividend (iii) Corporate Tax on Dividend (iv) Provision for Expenses (v) Unclaimed Dividend (vi) Provision for Gratuity
1 361,186
1 115,676 361,187
115,677
64,566 87,802 513,555
72,266 57,168 245,111
13,702 29,599 5,030 78,747 199 4,073
6,722 25,899 4,402 28,699 199 3,156 131,350 644,905
97
517,171 1,618,073
69,077 314,188
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 As at 31.03.2010
Particulars SCHEDULE 8 - INCOME FROM OPERATIONS Software Services & Products
SCHEDULE 9 - OTHER INCOME Credit Balance written back Dividend Income from Investments Profit on sale of investments Miscellaneous Income
SCHEDULE 10 - STAFF COST Salary, Wages and Bonus ( Including Directors Remuneration of Rs.2,924 thousands (previous year Rs.3,697 thousands) Contribution to Provident Fund Staff Welfare
SCHEDULE 11 SOFTWARE DEVELOPMENT AND OTHER EXPENSES Contract Fees Software Consultancy & Development Charges Rates & Taxes Recruitment Charges Electricity Expenses Rent Insurance Repairs & Maintenance Travelling Expenses Internet Charges Auditors Remuneration Bad Debts Provision for Doubtful Debts (Net of Liabilites written off) Business Promotion Legal & Professional Fees Telephone Expenses Loss on Sale/discarded of assets Forex Currency Translation Loss Miscellaneous Expenses
98
(Rs. in 000`s) As at 31.03.2009
3,366,971
2,744,068
3,366,971
2,744,068
1,839 60 8,144
653 1,205 2 5,628
10,043
7,488
1,371,481
1,188,356
29,047 14,726
19,020 7,867
1,415,254
1,215,243
10,858 785,239 12,244 6,392 8,433 67,370 7,114 4,233 44,882 1,261 2,559 27,603 20,504 1,288 48,242 10,463 355 31,584 87,991 1,178,615
4,546 659,723 4,849 10,742 10,231 61,071 6,416 5,571 76,462 5,234 3,621 25,800 19,705 60,359 12,715 (120,436) 102,676 949,285
Annual Report 2009-10
Consolidated Schedule annexed to and forming part of the accounts for the year ended 31st March, 2010 (Rs. in 000`s) As at As at 31.03.2010 31.03.2009
Particulars SCHEDULE 12 - FINANCE CHARGES (NET) Interest Expense Finance & Other Charges Foreign Currency Exchange Fluctuation (Gain) / Loss ( Net ) Interest on Bank Overdraft / Term Loans Total Interest Expense
12,993 54,714 53,627
13,044 (104,937) 54,756
121,334
(37,137)
Interest Income
-
Income from Investment and other Interest Income ( Tax deducted at Source of Rs.2,195 thousands (previous year 9,806) thousands
27,772
53,058
Total Interest Income
27,772
Finance Charges ( Net )
93,562
53,058 (90,195)
408,952
405,152
SCHEDULE 13 - EARNING PER SHARE Basic & Diluted Earning per Share: Profit for Basic and Diluted Earning per Share ( Rs.in Thousands) Weighted average number of Equity Shares Basic Diluted
14,799,417 14,392,396 15,145,497 14,392,396
Nominal value of equity share ( in Rupees) Basic Earning Per Share Diluted Earning Per Share
99
10
10
27.63 27.00
28.15 28.15
Annual Report 2009-10
Schedule 14 : Significant Accounting Policies A. Significant Accounting Policies to the Consolidated Balance Sheet and Profit and Loss Account 1. Principles of Consolidation The consolidated financial statements relate to Aurionpro Solutions Limited (“the Company”) and its Fifteen subsidiary companies and the joint ventures (herein after collectively referred to as “Group”). The consolidated financial statements have been prepared on the following basis. a. The financial statements of the Company and its subsidiary companies are combined on a line- by- line basis by adding together the book values of like items of assets , liabilities, income and expenses after fully eliminating intra-group balances and intra- group transactions resulting in unrealized profits or losses being eliminated in accordance with Accounting Standard (AS) 21-“Consolidated Financial Statements “ issued by the Institute of Chartered Accountants of India. b. In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing during the period. All monetary assets and liabilities are converted at rates prevailing at the end of the year. While non-monetary assets and liabilities are recorded at the exchange rate prevailing on the date of the transaction or closing rate as applicable. Any exchange difference arising on consolidation of integral foreign operation and Non Integral Foreign operations is recognized in the profit and loss account and Currency Translation Reserve respectively. c. Investments in subsidiaries are eliminated and differences between costs of investment over the net assets on the date of investment, or on the date of the financial statements immediately preceding the date of investment, in subsidiary companies is recognized as goodwill or capital reserve, as the case may be. d. Minority Interest's share of net profit or Loss of consolidated subsidairies for the period is identified and adjusted against the income of the Group in order to arrive at the net income attributable to the shareholders of the Company. e. Minority Interest's share for net assets of consolidated Subsidaries is identified and presented in the consolidated Balance sheet as separate items from liabilities and share holders` equity f.
Interest in a Jointly Controlled entity is reported using proportionate Consolidation.
g. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's Standalone financial statements. 2. Investments other than investment in subsidiaries are accounted as per Accounting Standard 13
“Accounting for
Investments” issued by The Institute of Chartered Accountants of India. 3. Other Significant Accounting policies 1
Method of Accounting The financial statements are prepared under historical cost convention and in accordance with the generally accepted accounting principles in India and provisions of the Companies Act, 1956 read with the Companies (Accounting standards) rules, 2006 ( Accounting Standards Rules).
2
Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities on the date of financial statements. The recognition, measurement, classification or disclosures of an item or information in the financial statements have been made relying on these estimates to a greater 100
Annual Report 2009-10
extent. 3
Revenue Recognition Revenue from software development and consulting services is recognized either on time and material basis or fixed price basis, as the case may be. Revenue on time and material contracts is recognized as and when the related services are performed. Revenue on fixed-price contracts is recognized on the percentage of completion method under which the sales value of performance, including earnings thereon, is recognized on the basis of cost incurred in respect of each contract as a proportion of total cost expected to be incurred. Revenue from sale of licenses of software products and other products is recognized on delivery/ installation, as the case maybe. Maintenance revenue in respect of software products is recognized as and when invoice raised on the client over the period of the underlying maintenance agreement. Revenue is recorded net of service tax & Vat. Revenue from Call center & Business process Outsourcing Operations arised from both time based and unit price client contracts. Such revenue is recognized on completion of the related services and is billable in accordance with the specific terms of contracts with clients.
4
Fixed Assets Tangible: Fixed Assets are stated at cost, which comprises of purchase consideration and other directly attributable cost of bringing the assets to its working condition for the intended use. Intangible: Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost beyond one year are recognized as software products. In case of other intangible asset it is stated at cost and amortized on the straight Line basis over the estimated useful life. Capital Work in Progress comprises outstanding advances paid to acquire Fixed assets and the cost of fixed assets that are not yet ready for their intended use at the reporting date.
5
Depreciation / Amortization Software Products are amortized over a period of Five years as considered appropriate by the management. Leasehold improvements are amortized over primary period of lease. Depreciation on other fixed assets is provided on straight-line method over useful life of assets at the rates estimated by the management on at the rate if any prescribe by the applicable law. Subsequent upgrades of hardware are entirely charged off to revenue in the year of purchase. Goodwill on merger is amortized over a period of five years.
6
Investments Investments are classified into long-term investments and current investments based on the management's intention at the time of purchase. Long-term investments are carried at cost and provision is made to recognize any decline, other than temporary, in the value of such investments, determined separately for each investment. Current investments are carried at the lower of the cost and fair value and provision is made to recognize any decline in the carrying value. The comparison of cost and fair value is done separately in respect of each category of investments.
7
Accounting for Taxes on Income Provision for current income tax is made on the basis of the estimated taxable income for the current accounting period in accordance with the applicable law. Provision for fringe benefit tax is made on the basis of expenses incurred on employees/ other expenses as prescribed under the income Tax Act, 1961.’ 101
Annual Report 2009-10
Deferred tax resulting from timing differences between accounting and tax profits is accounted for under the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallize. Deferred tax assets are recognized and carried forward only if there is a virtual/ reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. Where there is Unabsorbed Depreciation or carry forward loss under tax laws, Deferred Tax Asset are recognized only if there is virtual certainty of realization of Assets. 8
Translation of Foreign Currency Items Transactions in foreign currency are recorded at the rate of exchange in force on the date of the transactions. Monetary assets & liabilities denominated in foreign currency are translated at the exchange rate prevalent at the date of the Balance Sheet, Non Monetary items are carried at cost. The resultant gain/loss are recognized in the Profit & Loss account. Overseas investments are recorded at the rate of exchange in force on the date of allotment/ acquisition.
9 Accounting of Employee Benefits The Company has for its employees in India, benefits such as Gratuity and Provident Fund. Provident Fund: The Company's contribution to the provident fund along with the employee share of provident fund deducted from the salary is paid into Employee Provident Fund of Government of India. The Company's contribution to EPF is charged to revenue. Gratuity Plan: The Company's Gratuity benefit scheme is a defined benefit plan. The company net obligation in respect of the Gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior period that benefit is discounted to determine its present value and the fair value of any plan assets is deducted. The present value of the obligation under such defined benefit plan is determined based on the actuarial valuation using the projected unit credit method. The Obligation is measured at the present value of the estimated future cash flows. The discount rated used for the determining the present value of the obligation under defined benefit plan, are based on the market yields on Government securities as at the Balance sheet date. Actuarial gains and losses are recognized immediately in the Profit & Loss Account. 10 Provisions and Contingent Liabilities The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires outflow of resources, which can be reliably estimated. Disclosures for a contingent liability is made, without a provision in books, when there is an obligation that may, but probably will not, require outflow of resources. 11 Impairment of Assets The Company assesses at each balance sheet date whether there is any indication that any asset may be impaired. If any such indication exists, the carrying value of such assets is reduced to its recoverable amount and the amount of such impairment loss is charged to profit and loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to that effect. 12 Borrowing Costs Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the 102
Annual Report 2009-10
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use or sale of those assets that are not ready for their intended use or sale when acquired. All other borrowing costs are charged to revenue in the period in which they are incurred. 13 Operating lease Lease arrangement where the risk and rewards incidental to ownership of an assets substantially vest with lessor, are recognized as operating lease. Lease rentals under operating leases are recognized in the profit & loss over the period of lease. 14 Preliminary & Shares Issue Expenses Preliminary expenses and share issue expenses are written off in the years in which incurred. 15 Work in progress: Work in progress is valued at cost plus indirect expenses allocated. The allocation of indirect expenses is based on the technical evaluation of the projects by the management. 16 Earning Per Share: Basic earning per Share are Computed by dividing the net profit after tax by weighted average number of equity shares outstanding during the period. Diluted earnings per Share is computed by dividing the net Profit after tax by the weighted average number of equity shares considered for deriving basic earnings per Share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The diluted potential equity Shares are adjusted for the proceeds receivable had the shares been actually issued at the fair value, which is the average market value of the outstanding shares. Dilutive potential equity shares are deemed converted as at beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues, including for changes effected prior to the approval of the consolidated financial statement by the Board of Directors. B. Notes to Accounts 1. The Subsidiary companies in the consolidated financial Statements are: Sr
Name of the subsidiary
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Aurionpro Solutions Pte.Ltd Aurionpro Solutions Inc AurionPro Solutions SPC Auroscient Outsourcing Limited E2E Infotech Ltd E2E Infotech (India) Pvt. Ltd AurionPro Solutions (HK) Ltd Integro Technologies Pte Ltd@@ Integro Technologies SDN.BHD Aurofidel Outsourcing Limited Sena Systems Inc @@@ Sena Systems Pvt. Ltd Silicon TechCorp* Aurionpro SCM Pte.Ltd.* Aurionpro Solutions PTY.Ltd *
Country of Incorporation Singapore USA Bahrain India United Kingdom India Hong Kong Singapore Malaysia India USA India #USA #Singapore #Australia 103
Date of Acquisition/ Incorporation 01-04-2003 13-12-2005 01-04-2006 10-07-2006 01-07-2007 01-07-2007 01-10-2007 07-12-2007 07-12-2007 08-03-2008 01-04-2008 01-04-2008 01-10-2009 09-11-2009 17-12-2009
Proportion of ownership interest 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
Annual Report 2009-10
* Subsidiaries acquired or incorporated during the period. # Subsidiaries consolidated based on unaudited financial statement, certified by the management. @@ Holding Company of listed in Sr.No.9. @@@ Holding Company of listed in Sr.No.12. 2. The Previous year's figures have been regrouped and rearranged wherever found necessary. 3. Acquisition/Merger of Subsidiaries:a. The Company in September ,2006 entered into Share Purchase Agreement (SPA) effective retrospective from 1st April ,2006 with the owner of
SPS Corporation, USA to acquire all the 1000 shares of st
SPS Corporation, USA for a
nd
consideration of USD 4,997,800 payable in three tranches out of which 1 & 2 tranches of the consideration and the part payment of 3rd tranche has been made. The Company has made the provision for the balance payment of the 3rd tranche amounting to USD 564,340 (Rs.28,498 thousands). b. The Company in October ,2006 entered into Share Purchase Agreement (SPA) with the owner of Coban Corporation, USA to acquire all the 9,450 shares of Coban Corporation, USA for a consideration of USD 1,125,000 and the same has been paid. c. SPS Corporation and Coban Corporation mentioned above have been merged with one of the Company's wholly owned Subsidiary Aurionpro Solutions INC w.e.f. 1stApril ,2009 as per the agreement dated 24th March 2009. Accordingly , in terms of the merger, all the outstanding Shares of common stock of SPS Corporation and Coban Corporation were cancelled and the Company received 277,901 Shares of Aurionpro Solutions Inc. The investment made by the company in SPS Corporation and Coban Corporation have been transferred in the name of Aurionpro Solutions INC. d. As per the terms of the Merger Aurionpro Solutions INC has recorded all the Assets and Liabilities of SPS Corporation, USA and Coban Corporation, USA in its books at the respective book Value of Amalgamating Companies except net receivable in the books of account of SPS Corporation USA (receivable net of liabilities payable which has been considered to be doubtful for recovery) USD 426,772 and recorded Capital Reserve of USD 1,202,228 and Goodwill of USD 324,943 respectively. As per the Indian GAAP reviewed financials, in consolidation financials the net doubtful recovery amount is charged to profit and loss account and opening balance of profit and loss account is merged with another subsidiary. Further Capital Reserve has been disclosed net of goodwill arising on such merger. e. The Company in December ,2007 entered into Share Purchase Agreement (SPA) with the owner of Integro Technologies Pte. Ltd. , Singapore to acquire all the 16,886,029 shares of Integro Technologies Pte. Ltd, Singapore at an agreed price of SGD 16,000,000 in three tranches. The Company has made the payment for all the three tranches. f.
The Company in March 2009, entered into Stock Subscription Agreement (SSA) with Aurionpro Solutions INC, USA for infusion of additional capital of 200,000 shares of Aurionpro Solutions INC, USA at a purchase price of USD 10 per share for an aggregate purchase price of USD 2,000,000 out of which the Company has paid USD 1,000,000 (Rs.51,784 thousands ) during the F.Y. 2008-09 . The addendum to this agreement has been passed on 25th July, 2009 with the consent of board of director of both the companies, subsequently the purchase price of stock subscription agreement have been revised to USD 5 per share and accordingly the Company has not paid any further consideration . The Company has received 200,000 shares of Aurionpro Solutions INC.
g. The Company in March, 2010 entered into Stock Subscription Agreement (SSA) with SENA Systems Inc, USA for infusion of additional capital of 35 number of shares of SENA Systems Inc, USA at a purchase price of USD 20,000 per share for an aggregate purchase price of USD 700,000 and the same has been paid.
104
Annual Report 2009-10
h. In December, 2009, the Company executed a Share Purchased Agreement (“SPA”) effective retrospectively from October 01, 2009 with Thar Capital Partners Asia Pte. Ltd, to acquire 2,375,000 share of the purchasing the Silicon Tech Corp. USA for a consideration of US $ 4,860,000 which have been paid up to 31st March, 2010. Goodwill on acquisition for Silicon Techcorp have been calculated based on unaudited account of the subsidiary as on 1st October 2009. i.
The Company has formed a wholly owned subsidiary Aurionpro SCM Pte. Ltd. in Singapore on 9th November, 2009.
j.
The Company has formed a wholly owned subsidiary Aurionpro Solutions PTY Ltd in Australia on 17th December, 2009.
k. Silicon Techcorp entered into an agreement dated April 1, 2010 with Aurionpro Solutions Inc, USA to merge business and undertaking thereof has been merged with Aurionpro Solutions Inc., with effect from April 1, 2010. Pursuant to the terms of the aforesaid agreement ,all the issued and outstanding shares of the common stock of Silicon Tech Corp will be cancelled and the Company will receive 190,520 shares of Aurionpro Solutions Inc, USA in consideration for the aforesaid merger. The accounting entries of the said merger will be passed in next financial year i.e. 2010-11. l.
One of the Company's subsidiary namely Aurionpro Solutions Pte. Ltd in October 2007 invested Rs. 45,793 thousands (USD 1,014,473) in 1,369,315 Preferred Stock of Pay Simple LLC (Incorporated under the Laws of state of Delaware, U.S.A) representing an interest of 7.64% interest in the Corporation.
m. Aurionpro Solutions Pte Ltd, Singapore has entered into the Stock Holders Agreement with IP Commerce INC by subscribing 49% of Share Capital of Priority Commerce INC during the year ended 31st March ,2010 by paying USD 1,000,000 for 490,000 Shares. Joint Venture acquired during the Period. Sr
Name of the Joint Venture
1
Priority Commerce INC
Country of Incorporation
Date of Acquisition/ Incorporation
Proportion of ownership interest
USA
16-12-2009
49%
The activity in Joint venture has not yet been commence and the amount in Audited Consolidated financials has been shown as Investment in Joint Venture. n. One of the company's Subsidiary namely Aurionpro Solutions INC, USA in January 2008 invested Rs. 23,940 thousand in 625,000 Common Stock of XTS Inc (incorporated under the laws of the state Delaware, USA) having Par value of USD 0.0001. o. During the year Company entered into agreement with Cyberlog Technologies (UAE) FZE on August, 2009 for the purchase of certain assets for total Consideration of BD 3,767,700 (US$ 1000 thousands). The agreement dated August 2009 states that the company will pay BD 3,767,700 (US$ 1000 thousands) for the purchase of certain tangible and intangible assets such as Global Sales & Marketing rights, rights related to data center, existing contracts and all hardware, source codes and other fixed assets of Cyberlog . In addition to BD 3,767,700 the Company will also pay 20% of the total license fees earned from sale of Cyberlog product suites over the next five years from 1 September 2009 to 30 August 2014. 4. The balances of Sundry Debtors and Creditors are subject to confirmation. 5. Unearned Revenue Unearned Revenue as at 31st March, 2010 amounting to Rs.87,802 thousands (p.y.57,168 thousands) primarily consist of client billing on fixed price and fixed time frame contract for which related cost have not yet been incurred.
105
Annual Report 2009-10
6. Deferred taxation in respect of timing difference arising on account of: (Rs in thousands) Particulars
2009-10
2008-09
56,831
77,009
1,952
2,883
-
-
54,879
74,126
Deferred Tax Liability on account of: Depreciation / Amortization Deferred Tax Assets on account of : Disallowance under the Income tax Act,1961 Depreciation / Amortization Net Deferred Tax Liability
7. The Authorized Capital of the Company has been increased from 18,000,000 to 25,000,000 Equity Shares of Rs.10/- each pursuant to members resolution dated 30th September, 2009. 8. In terms of the approval of the shareholders obtained at the Extra Ordinary meeting of the Company held on 24th May, 2008, the Company on 11th June 2008 has allotted the following securities: I.
1,935,000 Convertible warrants of Rs. 10/- each to promoters, promoter group and strategic investors at a price of Rs. 425 per share. The Company had received Rs. 42.50 per warrant, being the 10% upfront money against the allotment of warrants.
II. During the period said warrant has been forfeited as the holders of the warrant haven't exercised the option from conversion into equity shares with the stipulated time. Simultaneously the amount paid by the warrant holders @Rs. 42.5 per share aggregating to Rs. 82,238 thousands has been forfeited and the same has been transferred to capital reserve. 9. The Company had raised Rs. 270,022 thousands through Initial Public offering (IPO) in October 2005, which comprised of 3,000,247 equity shares of face value of Rs. 10 each issued at a premium of Rs.80 per share. The proceeds from IPO have been utilized by the Company as under: (Rs. in thousands) Particulars
26.10.2005 to 26.10.2005 to 31.03.2010 31.03.2009 67,746 67,746
Expansion of facilities Certification
517
517
Investments
130,000
130,000
Establishment of Overseas Office
35,505
35,505
Public Issue Expenses
15,015
15,015
Incremental Working Capital
18,847
18,847
Balance lying as Deposit with Banks and Bank Balances Total 10. Capital commitments and contingent Liabilities:
2,392
2,392
270,022
270,022
(Rs in thousands) 2009-10
2008-09
Nil
159,061
2,978
2,994
Capital Commitments Estimated amount of contracts remaining to be be executed on capital account and not provided for so Contingent Liabilities Outstanding guarantees given by banks
106
Annual Report 2009-10
11. Employee Stock Option Scheme (ESOS) In accordance with the ESOS 2008 of the Company granted on 1st June,2009 the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period shall be one year from the date of grant. Against each option 20% can be exercised by the end of first year from the date of grant of options i.e. after 31st May, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after 31st May, 2011 and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after 31st May, 2012. In respect of options granted above, the accounting value of options is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is no charge of compensation to Profit & loss Account in respect of ESOS Plan 2008. 12. Retirement Plan for U.S.A Companies The Company sponsors a 401(K) saving and profit sharing plan for the benefit of its employees. Employees are eligible for participation on the first day of the month following their month of employment and after reaching 21 years of age and completing 1,000 hours of service. Participants may contribute up to 60% to 96% of their eligible compensation to the plan, subject to the limits of the Internal Revenue Code. The company may take discretionary contributions to the plan at any time. For the year ended March 31, 2010 the company did not make discretionary contributions to the plan. 13. Operating Lease for U.S.A Companies Aurionpro Solutions INC: The Company leases office space and Office Equipment under a various lease agreement that expires in August 2012. Approximate Future minimum obligations under these lease agreement at March, 2010 are approximately US $ 150,192. Sena Systems INC: The Company leases Office space under a long term lease agreement that expires in January 2012. Approximate future minimum obligations under lease agreements at March 31, 2010 are US $ 67,025 and US$ 57,540 for the year 2011 and 2012 respectively. 14. As required by the Bahrain Commercial Companies Law (issued on June 20,2001), an amount equivalent to 10 % of the company`s net profit before appropriations is required to be transferred to a non-distributable reserve account up to a minimum of 50% of the Issued Share Capital. The Company decided to discontinue the such transfer since the reserve has reached the 50 % of the paid up Share Capital. 15. The Company has identified geographic segments as its primary segment and as the company is dealing only in software development and related activities, there is no business segment as secondary segment as per Accounting Standard (AS) 17 “Segment Reporting”. Geographic segments of the company are India, USA, Middleast, Singapore and Others. Revenue and expense directly attributable to segments are reported under each reportable segment. Expense incurred in India on behalf of other segments and not directly identifiable to each reportable segment have been allocated to each segment on the basis of associated revenues of each segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable to segments are disclosed under each reportable segment. All other assets
107
Annual Report 2009-10
and liabilities are disclosed as unallocable. (Rs. in thousands) Particulars
India
Gross Revenue
Middleast
Singapore
Others
Total
582,119
1,624,963
434,714
559,798
165,377
-
3,366,971
1,236,609
429,971
562,449
187,642
-
2,744,068
2,862
216,433
17,802
77,835
74,378
(389,310)
-
6,259
215,805
158,757
18,362
88,873
(488,057)
-
584,981
1,841,396
452,516
637,633
239,755
(389,310)
3,366,971
333,655
1,452,415
588,728
580,811
276,515
(488,057)
2,744,068
12,448
137,643
217,916
209,722
34,891
(54,496)
558,124
(130,208)
181,146
225,476
69,003
86,413
Net Revenue Segment Results before Finance Charges
(42,962)
388,868
(93,562)
(93,562)
90,195
90,195
12,448
137,643
217,916
209,722
34,891
(148,058)
464,562
(130,208)
181,146
225,476
69,003
86,413
47,232
479,062
(59,605)
(59,605)
(70,719)
(70,719)
Segment Results before taxes
Unallocated
327,397
Inter Segment Revenue
Finance Charges & Tax
USA
Provision for Taxation Segment Results after
404,957
tax
408,343
Other Information’s : Segment Assets Segment Liabilities Capital Expenditure (excluding on account
661,580
505,651
1,064,255
862,416
99,488
1,138,900
4,332,290
724,949
431,644
688,587
603,971
88,025
950,501
3,487,677
104,178
134,896
239,758
88,851
28,689
34,832
631,204
53,789
104,863
15,247
53,653
38,277
41,636
307,464
34,030
13,237
480,689
58,106
109
58
586,228
202,761
2,506
234,054
94,657
55
29,974
564,006
of merger/acquisitions)
Note:- Income Tax Liability amounting to Rs 13,702 (previous year 6,722) thousands has not been considered as segment liability. 16. Related Party Transactions (in respect of related parties as of the date of this report): A. Name of the related parties: i.
Key Managerial Personnel: a) Amit Sheth Managing Director b) Sanjay Desai Executive Chairman & Director
ii. Joint Venture With the Priority Commerce INC B. Transactions with related parties: Particulars
2009-10 2008-09 (Rs. in thousands)
Key Managerial Personnel: Remuneration (Including PF)
2,924
3,697
Dividend
2,777
4,129
45,140
-
Investment in Joint Venture Priority Commerce INC
108
Annual Report 2009-10
C. Out of the above items transaction in excess of 10% of the related party transactions are as under: (Rs.in thousands) Particulars
2009-10
2008-09
2,004
2,010
921
769
-
918
Amit Sheth
1,377
1,674
Sanjay Desai
1,400
1,400
-
1,056
Key Managerial Personnel Remuneration (Including PF) Amit Sheth Sanjay Desai Bhavesh Talsania Dividend Paid
Bhavesh Talsania
17. In the opinion of the Board, the investments, current assets, loans and advances are realizable at a value, which is at least equal to the amount at which these are stated, in the ordinary course of business and provision for all known and determined liabilities are adequate and not in excess of the amount reasonably stated. Signatures to Schedule “I” to “XIII” Chaturvedi & Shah Chartered Accountants Firm Regn. No. 101720W (Lalit R. Mhalsekar) Partner Membership No.: 103418
For and on behalf of board Sanjay Desai Executive Chairman and Director
Amit Sheth Managing Director
Paresh Zaveri Director
Mahendra Mehta Director
Sandeep Daga Director
Mehul Raval Company Secretary
Dated : 12th July,2010 Place: Mumbai
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Annual Report 2009-10
Statement Pursuant To Section 212 Of The Companies Act,1956, Relating To Company's Interest In Subsidiary Companies: S.N Particulars
Aurionpro Solutions Pte Ltd,Singapore
Aurionpro Solutions INC,USA
Aurionpro Solutions SPC,Bahrain
Aurocient Outsourcing Limited,India
E2E Infotech Ltd,UK
E2E Infotech Ltd,India
Aurionpro Solutions (HK) Ltd,Hong Kong
31st March, 2010
31st March, 2010
31st March, 2010
31st March, 2010
31st March, 2010
31st March, 2010
31st March, 2010
1st July ,2007
1st July ,2007
1st October , 2007
1
The Financial year of the Subsidiary Companies ended
2
Date from which they became subsidiary
1st April, 2003 13th December, 2005
1st April, 2006 10th July, 2006
3
Shares of the subsidiary held by Aurionpro Solutions Limited on the above dates: a. Number of shares held
14,93,799 4,97,901 Equity Equity Shares Shares of at SGD 1 each Capital stock fully paid up with no par value
2,500 Equity Shares BHD 100 each Fully paid up
4
The Net aggregate amount of Profits/ (Losses) for the current period of the subsidiary so far as it concerns the members of the holding company
b. Extent of holding
a. Not dealt within the accounts of Aurionpro Solutions Limited: 1) For the financial year ended 31st March,2010 2) For the previous financial years of the Subsidiary Companies since they became the holding Company's subsidiaries
100%
100%
1 Ordinary 10,000 Equity 10,000 Ordinary 10,000 equity Shares of Shares of GBP shares of Rs.10 Shares of HKD 1 Rs 10 each 1 each Fully Paid. each Fully Fully paid each Fully paid up paid up
100%
100%
100%
100%
Rs. 49,910 Rs. (21,258) Rs. 2,00,838 thousands thousands thousands (US$ 12,32,747) (US$ (-)1,60,210) (BHD14,69,893)
Rs. 11,333 thousands
Rs. 7,334 thousands ( GBP 1,03,316)
Rs. 3,422 thousands
Rs. (2,898) thousands ( HK$ (-) 4,32,874)
Rs. 852 thousand
Rs. 10,400 thousand ( GBP 1,86,646)
Rs. 3,949 thousand
Rs. 2,740 thousand ( HK$ 4,04,442)
Rs. (9,071) Rs. 9,319 thousand thousand (SG$ (-) (US$ 1,34,874) 6,09,802)
Rs. 1,40,924 thousand (BHD 10,22,455)
b. Dealt within the holding company's accounts: 1) For the financial year ended 31st March,2010 2) For the previous financial years of the subsidiary companies since they became the holding Company's subsidiaries
110
100%
Annual Report 2009-10
Statement Pursuant To Section 212 Of The Companies Act,1956, Relating To Company's Interest In Subsidiary Companies: S.N Particulars
Integro Technologies Pte Ltd,Singapore 31st March, 2010
Integro Technologies SDN.BHD, Malaysia
Aurofidel Outsourcing Limited,India
31st March, 2010
31st March, 2010 8th March, 2008
1
The Financial year of the Subsidiary Companies ended
2
Date from which they became subsidiary
7th December, 7th December, 2007 2007
3
Shares of the subsidiary held by Aurionpro Solutions Limited on the above dates: a. Number of shares held
5,00,000 98,01,136 1,00,000 equity Ordinary Share shares of RM equity shares 1 each of Rs.10 each of SGD 0.10 Fully Paid. each Fully paid up 33,99,166 Ordinary Share of SGD 0.40 each Fully paid up. 3,08,521 Ordinary Share of 0.49 SGD each Fully paid up. 16,88,603 ordinary share of 0.10 SGD each Fully paid up. 16,88,603 ordinary share of 1.00 SGD each Fully paid up.
b. Extent of holding 4
Sena Sena Systems Systems Inc, (India)Pvt Ltd, India USA 31st March, 2010
Aurionpro Silicon Techcorp, SCM Pte.Ltd., Singapore USA
31st March, 31st March, 2010 2010
31st March, 2010
Aurionpro Solutions PTY.Ltd , Australia 31st March, 2010
1st April, 1st April, 2008 1st October, 9th November, 17th December 2009 2009 2009 2008 135 equity shares of without Par value
135 equity 23,75,000 10,000 equity 2 equity share share of 1 of Australia $ shares of equity share USD without Par of $0.0001 1.00 par value each Fully value each Fully paidup paidup
100%
100%
100%
100%
100%
Rs. 67,769 thousands (SG$ 20,26,755)
Rs. (-) 8,892 thousands (SG$ (-) 2,68,354)
Rs. 6,279 thousands
Rs. 9,366 thousands (US$ 1,94,949)
Rs. 17,868 thousands
Rs. 20,860 Rs. 5,098 thousand thousand (SG$ 659,844) (SG$ 161,262)
Rs. 3,911 thousand
Rs. 18,923 thousand (US$ 594,415)
Rs. 14,436 thousand
100%
100%
100%
Rs. 21,231 Rs. 7,865 thousands thousands (US$ (US$ 4,70,342) 1,69,149)
Rs. (-) 1,093 thousands (AUD$ (-) 26430)
The Net aggregate amount of Profits/ (Losses) for the current period of the subsidiary so far as it concerns the members of the holding company a. Not dealt within the accounts of Aurionpro Solutions Limited: 1) For the financial year ended 31st March,2010 2) For the previous financial years of the Subsidiary Companies since they became the holding Company's subsidiaries b. Dealt within the holding company's accounts: 1) For the financial year ended 31st March,2010 2) For the previous financial years of the subsidiary companies since they became the holding Company's subsidiaries
111
Nil
Nil
Nil
Annual Report 2009-10
Statement Relating To Subsidiary Companies As On March 31, 2010 Sr.
Name of the Subsidiary Company
Issued & Reserves Total Investments Subscribed (net of profit Liabilities Share & loss a/c Capital debit balances)
1
Aurionpro Solutions Pte Ltd.
59,092
53,226
286,789
2
Aurionpro Solutions INC.
253
104,997
229,280
3
Aurionpro Solutions SPC.
29,775
489,650
4
Auroscient Outsourcing Limited
100
5
E2E Infotech Ltd
6
Turnover
90,933
308,173
130,010
61,460
11,550
49,910
-
27,084
307,445
1,079,228
(13,463)
7,795
(21,258)
-
545,104
1,064,528
408,281
200,838
-
200,838
-
9,169
259,634
268,903
191,276
14,344
3,011
11,333
-
678
52,366
33,521
-
86,565
134,288
10,222
2,888
7,334
-
E2E Infotech (India) Pvt. Ltd.
100
12,193
5,622
1,501
16,414
48,528
4,953
1,531
3,422
7
Aurionpro Solutions (HK) Ltd.
0
66
1,186
-
1,252
15,146
(2,898)
8
Integro Technologies Pte Ltd.
171,488
116,953
124,682
41
413,123
304,028
79,027
9
Integro Technologies SDN.BHD.
41
244
1,500
-
1,785
121,247
10
Aurofidel Outsourcing Limited
5,000
8,863
66,761
-
80,624
11
Sena Systems INC (USA). Sena Systems (India) Pvt Ltd.
42,341
33,674
81,170
100
100
45,741
15,494
-
12
Profit/ Provision (Loss) for before Taxation Taxation
(Rs in 000) Profit/ Proposed (Loss) Dividend after Taxation
Total Assets
(2,898)
-
11,258
67,769
-
(8,030)
862
(8,892)
-
154,077
13,482
7,203
6,279
-
157,085
499,174
14,674
5,308
9,366
-
61,335
115237
21,864
3,996
17,868
-
70,455
141,107
10,372
2,507
7,865
-
13
Silicon Techcorp
6,381
1,699
62,375
14
Aurionpro SCM Pte.Ltd.
455
21,231
34,276
-
55,962
38,920
25,048
3,818
21,231
-
15
Aurionpro Solutions PTY.Ltd.
0
(1,093)
1,282
-
189
-
(1,093)
-
(1,093)
-
Note: Sr.
Currency
Name of the Subsidiary Company
Balance sheet Conversion Rate as at 31.3.2010
Profit & Loss Account Convertion Rate (Average rate) 48.05
1
US$
Aurionpro Solutions Pte.Ltd (Singapore)
45.14
2
US$
Aurionpro Solutions INC (USA)
45.14
48.05
3
BHD
Aurionpro Solutions SPC (Bahrain)
118.82
128.81
67.81
70.98
4
GBP
E2E Infotech Ltd (United Kingdom)
5
HK$
Aurionpro Solutions (HK) Ltd (Hongkong)
5.80
6.26
6
SG$
Integro Technologies Pte Ltd (Singapore)
32.16
33.24
7
SG$
Integro Technologies SDN.BHD (Malaysia)
32.16
33.24
8
US$
Sena Systems INC (USA)
45.14
48.05
9
US$
Silicon Techcorp (USA)
45.14
48.05
10
US$
Aurionpro SCM Pte.Ltd.(Singapore)
32.16
45.99
11
AUD$
Aurionpro Solutions PTY.Ltd (Australia)
41.37
41.73
112
Disclaimer In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipate', 'estimate', 'expects', 'projects',
Cont ents 01 U nivers al Bank 13 K ing. We m ey Pe ake IT happen rforman 14 C ce Indica tors hairm an's M essage 16 C orpora te Infor 17 N mation otice 29 D irecto rs' Rep ort 36 M anage ment D 44 C iscussion orpora and Analysis te Gove 61 A rnance Re uditor port s' Repo 64 B rt alance Sheet 65 P rofit a nd Los s Accoun 66 C t ash F low Sta 68 S tement chedu les For ming Par unt 89 C t of the Balance Sheet and Profit & Loss Acco onsoli dated A 110 ccounts Statem ent Pur suant to S ection 212 of the Companies Act, 1956
'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forwardlooking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncer-
tainties materialse, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
A PRISM solution (www.prism.net.in) AurionPro Solutions Limited, 404, Winchester, High Street, Hiranandani Business Park, Powai, Mumbai – 400 076. MH – India. Phone: +91-22-6770 7700/7701 Fax: +91-22-6770 7722 www.aurionpro.com
AurionPro Solutions Limited Annual Report 2009-10
