Escolar Documentos
Profissional Documentos
Cultura Documentos
ANNUAL REPORT
2O14
PRISM INFORMATICS LIMITED
CONTENTS
Directors Profile
01-02
03-20
Directors Report
21-25
26
27
28-40
Certificate Of Compliance
41
CEO/CFO Certification
42
43
44-49
50-71
72-88
Attendance Slip
89
Proxy Form
91
Directors Profile
Dr.Ajay Sharma
Alok Pathak
Saurabh Dani
Chairman &
Independent Director
Managing Director
Whole-Time Director
Program at Harvard
Business School.
30 years of experience in
Information Technology
business and 25 years
with Tata Group of
Companies.
University.
Recipient of Ati Vishisht
Serves as Director on
board of various
companies and
professional bodies.
Raipur.
M Tech, IIT Mumbai.
One of the promoters,
International College,
USA .
He belongs to the
Page|01
Directors Profile
Registered Office
B-907, BSEL Tech Park, Sector 30-A, Opp. Vashi Railway
Station, Vashi, Navi Mumbai-400703.
Phone-+91-22-67232976|945
Fax-+91-22-27813555,
Email: investors@prism-informatics.com
Company Secretary & Compliance Officer
Khushboo Gurbuxani
V. Chandrashekar
Christof Anderi
Director
Director
University of Bombay
with Diploma in
Management Studies. Is
also a Law Graduate and
Member of Institute of
Company Secretaries of
India.
Has served several
organizations as head of
Legal & Company
Secretary for more then
two decades.
Graduate in Business
Administration and
Information Technology
from a prestigious
University of
Saarbrucken, Germany.
He served several
Auditors
E.A. Patil & Associates 316,
3rd Floor, Nirman Vyapar Kendra, Sector-17,Vashi, Navi
Mumbai 400703.
Registrars & Transfer Agents
Sharex Dynamic India Pvt Ltd,
Unit 1, Luthra Industrial Premises, Safed Pool , Andheri
Kurla Road, Andheri (East), Mumbai-4000072.
Tel- 28515644,
Fax- 28512885
E-mail- info@sharexindia.com; investor@sharexindia.com
Bankers
Saraswat Co-operative Bank Limited
Small and Medium Enterprise Branch, Prabhat Bhavan,
96, LBS Marg, Opp Cipla, Vikhroli (West), Mumbai400083
Axis Bank
Vardhman Chambers Premises CSL, Plot 84, Sector 17,
Vashi-400705
Page|02
NOTICE
NOTICE is hereby given that 32nd (Thirty Second) Annual General Meeting (AGM) of the members of Prism Informatics
Limited will be held at Celebration Banquets, Plot No. 46, 3rd Floor, Samna Press Building, Next to Inorbit Mall, Near
Vashi Railway Station, Sector 30-A, Vashi, Navi Mumbai - 400 703 on Tuesday 30th day of September, 2014 at 4.00 p.m.
(IST) to transact the following business:
Ordinary Business:
1.
2.
3.
5.
Special Business:
Appointment of Dr. Nirmal Jain as an
Independent Director of the Company:
To consider and if thought fit, to pass, with or
without modification(s), the following resolution
as SPECIAL RESOLUTION:RESOLVED THAT pursuant to the provisions
of Sections 149, 150, 152, 178 and any other
applicable provisions of the Companies Act, 2013
and the rules made there under (including any
statutory modification(s) or re-enactment thereof
for the time being in force) read with Schedule IV
to the Companies Act, 2013, Dr. Nirmal Jain
Page|03
4.
NOTICE
modifications or re-enactment thereof for the time
being in force, read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including Schedule V to the
said Act, consent and approval of the Company be
and is hereby accorded to the re-appointment and
the remuneration, if any, being paid or provided
to Mr. Alok Pathak as Managing Director of the
Company for a period of five years with effect
from 1st September, 2014 on the terms and
conditions as set out in draft letter of appointment
a copy whereof initialed by Dr. Nirmal Jain,
Independent Director of the Company, for the
purpose of identification has been placed before
this Meeting, be and is hereby approved.
RESOLVED FURTHER THAT the Board of
Directors of the Company be and is hereby
authorized to vary the terms and conditions set
out in the aforesaid draft letter of appointment
including the remuneration, if any, to the extent
the Board of Directors may consider appropriate
and as may be permitted or authorized in
accordance with any provision under the Act for
the time being in force provided, however, that,
the remuneration, if any, to be paid to Mr. Alok
Pathak shall be within the limits set out in the said
Act including Schedule V to the act or any
amendments thereto or any modifications(s) or
statutory re-enactment(s) thereof and/or any
rules or regulations framed there under and the
terms of the aforesaid appointment letter between
the Company and Mr. Alok Pathak shall be
suitably modified to give effect to such variation.
RESOLVED FURTHER THAT in the event of loss
or inadequacy of profits in any financial year of the
Company during the term of Mr. Alok Pathak's
office as Managing Director, the remuneration, if
any, set out in the aforesaid draft appointment
letter be paid or granted to Mr. Alok Pathak as
minimum remuneration provided that the total
remuneration by way of salary and other
allowances shall not exceed the ceiling provided
in Section IIA of Part II of Schedule V to the said
Act or such other amount as may be provided in
the said Schedule V as may be amended from time
to time or any equivalent statutory reenactment(s) thereof.
7.
Page|04
NOTICE
provided that the total remuneration by way of
salary and other allowances shall not exceed the
ceiling provided in Section IIA of Part II of
Schedule V to the said Act or such other amount as
may be provided in the said Schedule V as may be
amended from time to time or any equivalent
statutory re-enactment(s) thereof.
8.
9.
Page|05
10.
NOTICE
Type of Transaction
Maximum amount
Per annum (in cores)
8 Crores
3 Crore
2 Crore
Switzerland
3
8 Crores
8 Crores
8 Crores.
3 Crores
3 Crores
2 Crores
1 Crore
1 Crores
2 Crores
1.5 Crores
20 Crores
Page|06
NOTICE
11.
12.
APPROVAL OF RECLASSIFICATION OF
AUTHORISED SHARE CAPITAL OF THE
COMPANY:
To consider and if thought fit to pass with or without
modification the following resolution as a SPECIAL
RESOLUTION:
RESOLVED THAT pursuant to provisions of Section
13, 61, 64 and other applicable provisions, if any, of
Companies Act, 2013 (including any amendment
thereto or re-enactment thereof) and the rules framed
thereunder, consent of members be and is hereby
accorded to reclassify the existing Authorized share
capital of Rs. 217,500,000 (Rupees Twenty One Crores
Seventy Five Lakhs Only) divided into 40,347,800 (Four
Crores Three Lakhs Forty Seven Thousand Eight
Hundred Only) equity shares of Re. 1/- each (Rupee
One Only) each aggregating to Rs. 40,347,800 (Four
Crores Three Lakhs Forty Seven Thousand Eight
Hundred Only) and 17,71,522 (Seventeen Lakhs
Seventy One Thousand Five Hundred and Twenty Two
Only) Preference Shares of Rs. 100/- each aggregating to
Rs. 177,152,200 (Seventeen Crores Seventy One Lakhs
Fifty Two Thousand Two Hundred Only) be and is
hereby reclassified to Rs. 21,75,00,000, divided into
60,347,800 (Six Crores Three Lakhs Forty Seven
Thousand Eight Hundred Only) Equity Shares of Re.
1/- each and 15,71,522 (Fifteen Lakhs Seventy One
Thousand Five Hundred and Twenty Two Only) of Rs.
100/- each and that Clause V(a) of the Memorandum of
Association be altered accordingly.
RESOLVED FURTHER THAT Mr. Alok Pathak,
Managing Director and/ or Mr. V. Chandrashekar,
Director be and are hereby jointly and/or severally
authorized to take the necessary steps as may be
required to do all such acts, deeds, matters and things,
as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty
or doubt that may arise in connection with or incidental
to giving effect to the aforesaid resolutions including
filing of necessary e-forms with Registrar of
Companies
Khushboo Gurbuxani
Company Secretary &
Compliance Officer
Page|07
NOTES TO NOTICE
1.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and
vote on a poll instead of himself and the proxy need not be a member of company. The instrument appointing
the proxy should, however, be deposited at the Registered Office of Company not less than 48 hours before the
commencement of the meeting. Members are requested to bring their attendance slip along with their copy of
annual report to the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights. A member holding more
than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as
proxy and such person shall not act as a proxy for any other person or Member.
2.
Corporate members intending to send their authorised representatives to attend the Meeting are requested to send
to Company a certified copy of the Board Resolution authorising their representative to attend and vote on their
behalf at the Meeting.
3.
The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business
under Item no. 4 to Item no. 13 is annexed hereto. The relevant details as required by Clause 49 of the Listing
Agreement entered into with Bombay Stock Exchange, of persons seeking appointment/re-appointment as
Directors under Item no. 4 to Item no. 9 of the Notice, is also annexed.
4.
The Register of Members and Share Transfer Books of Company will remain closed from 22nd September, 2014 to
30th September, 2014 (both days inclusive) for determining the names of members eligible for dividend on Equity
Shares, if declared by the Shareholders at this Annual General Meeting.
5.
Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank
details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations,
power of attorney, change of address, change of name and e-mail address, etc., to their Depository Participant only
and not to Company's Registrars and Transfer Agents, Sharex Dynamic (India) Private Limited (Sharex) Unit-1,
Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai 400 072; Tel: 02228515606/44 -28516338; Fax: 022-28512885; E-mail: sharexindia@vsnl.com; Website: www.sharexindia.com.
6.
Company or its Registrars and Transfer Agents cannot act on any request received directly from the members
holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be
advised only to the Depository Participant of the members. Changes intimated to the Depository Participant will
then be automatically reflected in Company's records which will help Company and Sharex to provide efficient
and better services. Members holding shares in physical form are requested to intimate such changes to Sharex.
7.
Members holding shares in physical form are requested to consider converting their holding to dematerialized
form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can
contact Company or Sharex, for assistance in this regard.
8.
Reserve Bank of India has initiated NECS for credit of dividend directly to the bank account of Members. Members
are requested to register their Bank Account details (Core Banking Solutions enabled account number, 9 digit
MICR and 11 digit IFS code), in respect of shares held in dematerialized form with their respective Depository
Participants and in respect of shares held in physical form with Sharex.
Page|08
NOTES TO NOTICE
9.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore,
requested to submit the PAN to their Depository Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form can submit their PAN details to Company / Registrars and
Transfer Agents, Sharex Dynamic (India) Private Limited.
10.
Members desiring any information as regards the Accounts are requested to write to Company at an early date so
as to enable the Management to keep the information ready at the Meeting.
11.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011
respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowed companies to share
documents with its shareholders through an electronic mode. Members are requested to support this green
initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with
their respective Depository Participants and in respect of shares held in physical form with Sharex
12.
Company in accordance with proviso to section 136 of Companies Act, 2013 has circulated abridged Financial
Statement on standalone and consolidated basis to its members.
Company upon receipt of request from members shall provide detailed financial statements and same shall be
available for inspection of members at the registered office of the Company till date of Annual General Meeting of
the Company
ALL MEMBERS ARE REQUESTED TO BRING ABRIDGED FINANCIAL STATEMENTS AS WELL AS
DETAILED FINANCIAL STATEMENTS IF THEY HAVE OBTAINED ON REQUEST FROM COMPANY.
AND NO EXTRA COPY OF FINANCIAL STATEMENTS BE CIRCULATED ON AMONG THE MEMBERS
AT THE MEETING
Page|09
Khushboo Gurbuxani
Company Secretary & Compliance Officer
EXPLANATORY STATEMENT
As required by Section 102 of the Companies Act, 2013
(Act), the following explanatory statement sets out all
material facts relating to the business mentioned under
Item No.4.to Item No.13, of the notice convening Annual
General Meeting
Item No 4,&5:
Section 149 of the Companies Act, 2013, which came into
effect from 01st April, 2014, requires every listed
Company to have one-third of the total number of
directors as independent directors. As on the date of
Annual General Meeting of the Company, the Board of
Directors comprised Dr. Nirmal Jain and Dr. Ajay
Sharma, as independent directors pursuant to erstwhile
clause 49 of the listing agreement.
Accordingly, with the recommendations of the
Remuneration and Nomination Committee, the Board of
Directors at its meeting held on 1st September, 2014,
appointed Dr. Nirmal Jain & Dr. Ajay Sharma, directors,
as independent directors of the Company pursuant to
section 149, Schedule IV and other applicable provisions,
of the Companies Act, 2013, for a consecutive period of 5
years from 1st September, 2014 subject to the approval of
shareholders.
Therefore, as required under Schedule IV, appointment
of these independent directors is set out in Item No. 4 to 5
of the Notice for approval of shareholders.
The independent directors have submitted the
declaration of independence, as required pursuant to
section 149 (7) of the Companies Act, 2013 stating that
they meet the criteria of independence as provided in
sub-section (6). The respective appointee is not
disqualified from being appointed as a director in terms
of section 164 of the Act.
The terms and conditions of appointment of independent
directors shall be open for inspection at the registered
office of the Company by any member during normal
business hours and the same shall also be available at the
Company's website.
Page|10
Annual Report
2014
EXPLANATORY STATEMENT
Salary, perquisites and Allowances per annum of the appointees:
Mr. Alok Pathak shall not draw any remuneration from the Company
Mr. Saurabh Dani shall draw remuneration of Rs. 3, 00,000 per month.
Nomination and Remuneration committee, at the meeting held on 1st September, 2014, has subject to the approval of the
members of the Company recommended the following to the Board of Director for their approval.
i.
Re-appointment of Mr. Alok Pathak as a Managing Director of the Company without any remuneration.
ii.
Re-appointment of Mr. Saurabh Dani as a Whole Time Director of the Company at the remuneration of Rs. 3, 00,000
per month.
Mr. Saurabh Dani shall not be entitled to any sitting fees for Board/ Committee Meetings. Mr. Saurabh Dani shall also be
a Key Managerial Personnel under Section 203 of the Companies Act, 2013.
None of the Directors/key managerial personnel and/or their relatives, except the concerned appointee directors, is
directly or indirectly concerned or interested, financially or otherwise, except to the extent of their respective
shareholding, if any, in the Company, in the resolutions set out in Item No. 6 & 7 of the Notice.
The Board recommends the resolution set forth in Item no. 6 & 7 for the approval of the members.
The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013 is given
below for item no. 6 & 7 .Although Mr. Alok Pathak is to be re-appointed without remuneration the same is given by way
of abundant caution:
I.
General Information:
i.
Nature of Industry:
The Company is engaged in the business of Information Technology and Information Technology enabled
services.
ii.
iii.
A.
Based on Standalone Financials of the Company for the year ended 31st March, 2014:
Particulars
Rs. in million
237.50
(43.45)
Net Worth
485
Page|11
Annual Report
2014
EXPLANATORY STATEMENT
B. Based on Consolidated Financials of the Company for the year ended 31st March, 2014:
Particulars
Rs. in million
698.32
(124.88)
Net Worth
278.83
Number of Shares
22,133,150
156.02
56,000,000
25.62
50
0.7165
6,50,777
31.30
100
0.005
the Company.
Page|12
EXPLANATORY STATEMENT
II. Information about the appointee:
Mr. Alok Pathak
iii. Recognition or
awards:
Particulars
Suitability
assigned role.
V. Remuneration
proposed:
Page|13
Annual Report
2014
EXPLANATORY STATEMENT
II. Information about the appointee:
Particulars
vi. Comparative
remuneration profile
with respect to
company, profile of
relevant details
would be with
of his origin)
vii.Pecuniary
relationship directly
company or
managerial
Managerial Personnel.
personnel, if any :
III.
Other Information:
i.
ii.
Page|14
EXPLANATORY STATEMENT
iii.
IV. Disclosures:
The requisite disclosures of remuneration package
of Mr. Saurabh Dani have been made in the Report
on Corporate Governance which forms part of the
Annual Report. Mr. Alok Pathak is proposed to be
appointed without remuneration hence
disclosures under Corporate Governance is not
required.
The Board accordingly recommends the resolution as set
out in Item no. 7 &8 for approval of Members.
Item No. 8
Special Resolution set out in Item no.8 relates to approval
of remuneration of Rs. 14,50,000 paid/ payable to Mr. V.
Chandrashekar as a Whole Time Director of the
Company for the period 01st April, 2014 to 31st July,
2014. Mr. V. Chandrashekar has resigned as Whole-Time
Director and continues to be a non executive director on
the Board of the Company.
Hence, pursuant to provisions of Section 196, 197 and
other applicable provisions, if any, of Companies Act,
2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
including Schedule V to the said Act, your approval is
sought for the remuneration of Rs. 14, 50,000 paid/
payable to Mr. V. Chandrashekar as a Whole-Time
Director of the Company for the period 01st April, 2014 to
31st July, 2014.
None of the Directors/key managerial personnel and/or
their relatives, except Mr. V.Chandrashekar, is directly or
indirectly concerned or interested, financially or
otherwise, except to the extent of their respective
shareholding, if any, in the Company, in the resolutions
set out in Item No. 8 of the Notice.
The Board recommends the resolution set forth in Item
no. 8 for the approval of the members.
Item No. 9
The existing Articles of Association (AOA) of the
Company are based on the Companies Act, 1956 and
Page|15
Annual Report
2014
EXPLANATORY STATEMENT
Disclosures as required under Rule 15 (Meeting of Board and its powers) Rules, 2014 are given below for perusal of
members:
1)
2)
3)
Nature of Relationship :
Name of Related Party
Nature of Relationship
Director of Company
Idhasoft Limited
Page|16
EXPLANATORY STATEMENT
4) Nature, material terms, monetary value and particulars of the contract or arrangement:
Nature of transactions, period of the transactions and monetary value of the transactions are referred in the
resolution set out in Resolution no. 10. All transactions would be carried out as part of the business requirement of
the Company and are ensured to be on arm's length basis. Further the Company is also subject to the transfer
pricing norms as prescribed under the Laws.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or
interested, financially or otherwise, in the resolution.
Item No.11
The Shareholders of the Company at the Extra-Ordinary General Meeting held on 13th May, 2011 has authorised the
Board, through an Ordinary Resolution, to borrow monies up to 150 Crores in excess of the aggregate of paid-up capital
and free reserves of the Company. As per the provisions of the Companies Act, 2013, this authority requires approval of
Shareholders by way of Special Resolution. The Rules notified in this regard require the companies to pass Special
Resolution of the Shareholders within a period of one year from the date of notification of this section i.e. 12th September,
2014.
Presently, the Company has borrowings of about Rs.3.68 Crores. With a view to meet the requirement of additional
borrowing as may arise from time to time, consent of the Shareholders is sought to authorise the Board to borrow up to
Rs.150 Crores (Rupees One Hundred and Fifty Crores) as outstanding at any time in excess of the Paid-up Capital and
Free Reserves of the Company from time to time at set out in the Resolution.
The Board recommends the Resolution for approval of the Shareholders.
None of the Directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the
proposed Resolution
Item No 12
As per the provision of Section 20 of Companies Act, 2013 Member of the Company may request for delivery of any
document through a particular mode for which he shall pay such fees as may be determined by the Company in its Annual
General Meeting.
Document shall include all those papers as defined in the resolution above. Accordingly approval of shareholder is
sought to provide the documents in a particular mode as mentioned in the resolution.
None of the directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the
proposed Resolution.
Page|17
EXPLANATORY STATEMENT
Item No.13:
Board of Directors in their Board Meeting held on 08th August, 2014, has approved issue of shares on rights basis to
the existing equity shareholders of the company.
The existing authorized equity capital does not provide requisite blanket to allot equity shares under proposed
rights issue of company. Company has available authorized preference share capital of Rs. 11.11 crores and
company in near future has no plan to issue preference shares and have therefore proposed to reclassify the
existing authorized preference share capital into equity share capital by reclassifying 2,00,000 preference shares of
Rs. 100/- each into 2,00,00,000 Equity shares of Re. 1/- each.
Approval of shareholders is essence for reclassification as per section 61 of Companies Act, 2013.
Shareholders are further informed that reclassification calls for amendment of clause V a Memorandum of
Association (MOA) and the said alteration will be subject to receipt of approval from shareholders by way of
special resolution.
Your Directors recommend Resolutions at item No. 13 for your approval.
None of the Directors and the Key Managerial Personnel of the Company including their relatives are concerned or
interested in aforesaid resolutions except to the extent of shareholding held by them and same has been mentioned
in Annexure B. z
Khushboo Gurbuxani
Company Secretary & Compliance Officer
Page|18
EXPLANATORY STATEMENT
Details of Directors Seeking Appointment/Re-appointment at the Annual General Meeting as per Clause 49 (G) of the
Listing Agreement:
Sr.
No
Name of the
Director
Qualifications &
Date of last
appointment on the expertise in
specific functional
Board
areas
Names of other
Companies in which
the person also holds
directorship and
membership of
Committees of the
Board (refer note)
Number of
shares held
as on
31st March
2014
Relationship with
other
Directors
01
Mr. Alok
Pathak
07th November,
2009
Engineering from
NIT Raipur.
M Tech, IIT
Mumbai
Idhasoft Limited
NIL
None
02
Mr. Saurabh
Dani
12th November,
2012
B.COM, LLB,
MBA (USA),
cVa, ISO 27001
LA, PMP ,ITIL
Foundation
23,93,600
shares
None
Nil
None
2) Dani Financials
Product Pvt Ltd.
3) Secure Matrix
India Pvt Ltd.
4) Secure Matrix
Global Ltd.
5) Secure Matrix
Solutions Private
Ltd.
6) Dani Commodities
Private Limited.
7) Dani Properties
Private Limited.
8) Idhasoft Limited
03
Dr. Ajay
Sharma
Page|19
07th November,
2009
B.Tech from
Roorke University
and PhD from
London
University
Nil
EXPLANATORY STATEMENT
Sr.
No
04
Name of the
Director
Qualifications &
Date of last
appointment on the expertise in
specific functional
Board
areas
Names of other
Companies in which
the person also holds
directorship and
membership of
Committees of the
Board (refer note)
Number of
shares held
as on
31st March
2014
Relationship with
other
Directors
07th November,
2009
1) Cytel Statistical
Software &
Services Pvt. Ltd.
Nil
None
B Tech, IIT
Bombay and PhD
from University
of Hawaii (US).
&
Advance
Management
Program at
Harvard Business
School.
2) Rhombus
Consulting Pvt.
Ltd.
3) SpadeWorx
Software
4) Talentica Software
(India) Pvt.Ltd.
5) Triiton Mentors &
Advisors Pvt. Ltd.
Note: Directorships in Body Corporate, alternate Directorships and membership in governing councils, chambers
and other bodies are not included. Membership/Chairmanship in Audit Committee and Shareholder Grievance
Committee of other Companies is included.
Page|20
Annual Report
2014
DIRECTORS REPORT
To
The Members,
PRISM INFORMATICS LIMITED,
The Board of Directors of your Company have pleasure in presenting the 32nd Annual Report of company along with
the audited statement of accounts for the financial year ended 31st March 2014.
1.
FINANCIAL PERFORMANCE:
The Standalone financials of the Company for the financial year ended March 31, 2014 are as follows:
STANDALONE RESULTS
Particulars
(In Rs.)
April 1, 2013 to March 31, 2014
Total Income
237,500,991
235,806,233
241,244,625
239,260,900
(1,471,497)
(3,132,462)
Depreciation
2,272,137
322,205
(3,743,634)
(3,454,667)
42,439,889
71,388,412
(46,183,523)
(74,843,078)
Current Tax
(1,335,329)
4,220,000
Deferred Tax
(1,395,753)
(569,722)
(43,452,441)
(78,493,356)
(29,297,995)
49,195, 362
(72,750,436)
(29,297,995)
Interim Dividend
Nil
Nil
Nil
Nil
Preference Dividend
Nil
Nil
Dividend Tax
Nil
Nil
(72,750,436)
( 29,297,994)
Less: Appropriations
Page|21
Annual Report
2014
DIRECTORS REPORT
The Consolidated financials of the Company for the financial year March 31, 2014 are as follows:
CONSOLIDATED RESULTS:
(In Rs.)
Particulars
Total Income
698,320,959
636,762,220
715,239,516
678,286,063
(3,302,712)
(24,094,394)
Depreciation
13,615,845
17,429,450
(16,918,557)
(41,523,844)
11,559,352
90,890,123
(29,067,341)
(28,477,909)
(103,346,626)
1) Current tax
90,304
4,747,132
2) Deferred tax
(1,395,753)
(569,722)
(124,881,535)
(197,567,815)
(176,888,212)
20,679,603
Interim Dividend
Preference Dividend
Less: Appropriations
Dividend Tax
2.
COMPANY'S PERFORMANCE:
During the financial year 2013-14, company has achieved operational revenue of Rs. 20.99 Crores resulting in operational
profit of Rs.1.15 Crores, however at net level there is a loss of Rs.4.34 Crores due to provisions made towards
disinvestments in step down step subsidiary in USA.
On consolidated basis, Company booked a revenue of Rs. 67.04 Crores in FY 2013-14 as against Rs. 62.02 in FY 2012-13. The
net loss of Company for FY 2013-14 is Rs. 12.48 Crores on account of increase in cost of Sales & Services and ammortisation
of Goodwill on business acquisition.
Page|22
Annual Report
2014
DIRECTORS REPORT
3.
DIVIDEND:
DIRECTORS:
iii.
5.
HIGHLIGHTS OF 2013-2014:
i.
ii.
Page|23
6.
SUBSIDIARIES:
The Subsidiaries of the Company as on 31st
March 2014 are as follows:
a.
b.
c.
d.
e.
f.
g.
h.
Annual Report
2014
DIRECTORS REPORT
A statement containing brief financial details of the
subsidiaries is included in the Annual Report. As
required under the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The
Consolidated Financial Statements have been prepared
in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act,
1956 (Act). These financial statements disclose the
assets, liabilities, income, expenses and other details of
the Company, its subsidiaries and associate companies.
The audited consolidated financial statements together
with Auditors' Report form part of the Annual Report.
Company is its Board Meeting held on 13th
August, 2014 has passed a resolution stating that balance
sheet of subsidiaries shall not be attached to Annual
Report of company as company fulfills necessary
conditions under section 212(8) of Companies Act, 1956
and the rules made thereunder and in accordance with
compliance of conditions in this regards prescribed by
notification.
7.
iii.
iv.
9.
AUDITORS:
M/s E.A Patil & Associates, Chartered
Accountants, Mumbai bearing ICAI Registration
No.117371W are proposed to be appointed as
Auditors of the Company from the conclusion of
ensuing Annual General Meeting till the
conclusion of the Thirty Seventh (37th) Annual
General Meeting of the Company held
thereafter, subject to ratification of the
appointment by the members at every AGM held
after the ensuing AGM.
8.
DIRECTORS
STATEMENT:-
RESPONSIBILITY
ii.
10.
AUDITORS REPORT:
The Board has duly examined statutory auditors'
report on annual accounts of company and have
provided clarifications wherever necessary,
have been included in the Corporate Governance
Report and Notes to Accounts section of the
Annual Report.
11.
PUBLIC DEPOSITS:
The Company has not accepted any public
deposits and as such, no amount on account of
principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
Page|24
Annual Report
2014
DIRECTORS REPORT
12.
PARTICULARS OF EMPLOYEES:
Ministry of Corporate Affairs vide notification
dated 31st March, 2012 have amended the Limits
with respect to the Particulars of employees
pursuant to provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 required
to be disclosed in the Directors Report. The said
circular amended rule 1A of said rules and
substituted the words Rs. Twenty four Lakhs
per annum to Rs. Sixty Lakhs per annum and
the words Rs. Two Lakhs per month to Rs.
Five Lakhs per month. Accordingly as per the
said amendment Company does not have any
employee drawing remuneration above Rs.
Five Lakhs per month or Rs. Sixty Lakhs per
annum. So requirement of disclosure under
section 217 (2A) of the Companies Act, 1956 is not
applicable.
13.
14.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under 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, are set
out in an Annexure to this Report.
15.
APPRECIATION:
We thank our customers, vendors, investors and
bankers for their continued support during the
year. We appreciate hard work, cooperation and
support of our employees at all levels.
Page|25
Alok Pathak
Saurabh Dani
Managing Director
(Whole-Time Director)
Annual Report
2014
Rs.118,929,414
Rs. 109,290,152
Rs.54,11,875
Rs. 58,48,760
Alok Pathak
Saurabh Dani
Managing Director
(Whole-Time Director)
Page|26
Page|27
Prism
Informatics Inc
Prism
Inforatics Pte
limited.
Prism
Informatics
Europe AG
TLC
Technologies
Inc
Prism Software
Consultancy,
JLT
Prism
Infoglobal
Limited
Name of
subsidiary
company
Sr.No
USD
AED
USD
CHF
SGD
USD
Reporting
currency
Share
Capital
Reserves &
Surplus
Total
Liabilities
Investment
other than
invesment in
subsidiary
1,520,514
1,520,416 -
78,100,232 94,755,255 -
Total assets
60.10
16.27
60.10
6,010
813,255
1,923
3,574,169
58,177
50,243
31,588,575 27,201,151 -
Exchange
Rate as at 31
march 2014
114,050,188
69,762,791
307,851,493
Sales &
Service
income
536
1,142,503
15,381,170
6,994,266
(551,229)
(42,985,242)
1,297,257
101,557
536
1,142,503
15,381,170
5,697,009
(551,229)
(43,086,799)
Nil
Nil
Nil
Nil
Nil
Nil
Statement under Section 212 (8) of the Companies Act, 1956 relating to subsidiary companies as on 31st March, 2014
Dubai,
United
Arab
Emirates
Mauritius
USA
Switzerland
singapore
USA
Country
Statement pursuant to Section 212 (8) Of the Companies Act, 1956 relating to Subsidiary Companies:
2014
Director.
Mr. Alok Pathak- Managing Director.
Mr. Saurabh Dani- Whole Time Director.
Dr. Ajay Sharma- Independent Director.
Board of Directors:
Page|28
The Composition of the Board and category of Directors as on date of this report are as follows:
Category
Independent Director
Managing Director
Non-Executive Director
Non-Executive Director
Mr. V. Chandrashekar
The Composition of the Board of Directors meets the requirements of Clause 49(I) (A) of the Listing Agreement.
None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees
(as specified in Clause 49) across all Companies in which they are Directors.
B.
The Board of Director of the company meets at regular intervals with an annual calendar and formal schedule of matters
specifically reserved for its consideration to ensure that the matters in relation to Strategy, Operations, Finance and
Compliances are reviewed and monitored regularly. The calendar of meetings is communicated to the Directors to enable
maximum participation. The Directors of the Company, through their participation in Board Meetings either in person or
through technology enabled conferences, provide inputs to management from their relevant fields of knowledge and
expertise.
C.
Board Meetings held during the year, attendance of Directors and particulars of the Directorships, committee
memberships/chairmanship and last AGM:
During the year ended 31st March, 2014 seven board meetings were convened and the gap between two meetings did not
exceed four month. The dates on which the said meeting were held as follows.
Sr. No.
1
2
3
4
5
6
Page|29
Name of Directors
No. of Membership
(s)/Chairmanship(s)
of Board
Committees in
Other Companies
(excluding Prism)
Board Meeting
Last AGM
No
Nil
Yes
Nil
Nil
No
Nil
Nil
No
Nil
No
Nil
V. Chandrasekhar**
Yes
Nil
The Directorships held by Directors as mentioned above, do not include Alternate Directorships and
Directorships in Foreign Companies, Companies registered under Section 25 of the Companies Act, 1956.
2.
Membership / Chairmanship of the Audit Committees and Shareholders' / Investors' Grievance Committee in
all Public Limited Companies have been considered.
D.
Most of the Decisions of the Company are taken in the Board Meeting. However due to business exigencies,
availability of independent directors or urgency of matters, following resolutions were passed by circulation
in accordance with the provisions of Section 292 of the Companies Act, 1956:
Date of Resolution
12th June, 2013
Resolution Passed
1)To consider the appointment of Mr. V. Chandrasekhar as
Whole-Time Director on Board of company with effect from
12th June, 2013
No. of directors
approving the same
All Directors
Page|30
No. of directors
approving the same
Date of Resolution
Resolution Passed
All Directors
All Directors
13th March,2014
** Company had allotted 3,46,020 Equity shares on 21st April, 2014 arises on conversion of 50,000 12% Compulsorily
Convertible Debentures (CCD's- Series V) of Rs. 100 each at par on 22nd October, 2012 on Preferential basis.
3)
Committees:
A. Audit Committee:
The Audit Committee of the Company is constituted
in line with the provisions of clause 49 of listing
agreement entered into with Bombay Stock
Exchange (BSE).
Sr. No.
Designation / Category
Managing Director
Independent Director
Page|31
Objective, Role and terms of reference to Audit Committee: The terms of reference of the Audit Committee of the
Company include the powers as referred to in sub-paragraph (C) of paragraph II of Clause 49 of the Listing
Agreement and the role as stipulated in sub-paragraph (D) of paragraph II of Clause 49 of the Listing Agreement of the
Company with the Stock Exchange(s). The Chairman of the Audit Committee was present at the Last Annual General
Meeting of the Company to answer the shareholders queries.
Meetings: During the financial year 2013-2014, five meetings of audit committee were held. The dates on which the
said meetings were held are as follows:
Sr. No.
The composition of the committee and the attendance of the members at each of the meetings held during the financial
year 2013-2014 are given below:
Name of the Committee Member
Company Secretary Secretary of Audit Committee, Statutory Auditor and Internal Auditors attend the audit
committee Meetings.
A)
Remuneration of Directors:
No remuneration is paid to any Directors of the Company except following
Sr. No.
No. of Equity
% of Share capital
Shares holding
1
3,00,000 p.m.
27,07,915
12.33
Mr. V. Chandrashekar^^
3,00,000 p.m.
4,996
0.02
Page|32
Name of Directors
No. of securities of
Company held
13,806**
5,31,870
** Dr. Ramesh Subramaniam, Non-executive Director of the Company has resigned from Board of Company with
effect from 16th June, 2014.
^^Mr. V. Chandrashekar, Whole-Time Director and Company Secretary resigned from post of Whole-Time
Director and Company Secretary on 08th August, 2014 and shall continue to act as Non-executive Director on
Board of Company
Hitherto setting up of remuneration committee was not mandatory. With enactment of Companies Act, 2013, it is
mandatory to constitute Nomination and Remuneration committee under provisions of Companies Act, 2013
and accordingly Board in its meeting held on 08th August, 2014 constituted committee consisting of Dr. Ajay
Sharma, Dr. Nirmal Jain, and Mr. V. Chandrashekar. Board adopted Nomination & Remuneration policy as
recommend by members of committee in its Board Meeting dated 13th August, 2014 & shall follow all parameters
as stated in said policy for nomination, appointment and payment of remuneration to directors, key managerial
personnel and senior management personnel.
B)
Designation / Category
Managing Director
Independent Director
Independent Director
Terms of Reference: The committee looks into redressal of shareholders'/ investors' complaints related to
transfer of shares, non-receipt of Balance Sheet, non- receipt of declared dividend, etc. The Board has delegated
the power of approving transfer of securities to the Managing Director and / or the Company Secretary.
Company Secretary and Compliance Officer has been authorized to take all necessary steps to comply with
various regulations as issued by the relevant authorities.
No complaints were received by the Company/Registrar and Transfer Agent of Company for financial year
2013-14 and hence no meeting of Investors'/ Shareholders Grievance Committee was held.
Nil
Nil
Nil
Page|33
A)
a)
Date, time and location of the last three Annual General Meeting (AGM):
Year
Venue
2010-11
2011-12
2012-13
b)
2010-11
2011-12
2012-13
c)
a)
Whether any special resolution passed last year through postal Ballot- NO
b)
Company has not passed any resolution through postal during the year 2013-14
5)
Disclosures:
a)
Disclosures on materially significant related party transactions that may have potential conflict with the interests
of company at large: In terms of Accounting Standard 18, details of transactions with related parties have been
reported in the notes on accounts. There were no materially significant transactions that had conflict with the
interest of the Company at large.
b)
Details of non-compliance by the Company, penalties, structures imposed on the company by stock exchange
or SEBI or any statutory authority on any matter related to capital markets, during the last three years: Not
Applicable.
Whistle Blower Policy/Vigil Mechanism: Company in its Board Meeting dated 13th August, 2014 established
Vigil Mechanism as per provisions of section 177 (9) of Companies Act, 2013. Board nominated Mr. V.
Page|34
Directors/Employees having concern may approach said officer by writing concern in prescribed form (Annexed
hereto) and send the form on E-mail ID v.chandrashekar@prism-informatics.com With CC to
dr.nirmal.jain@prism-informatics.com
b.
Concern addressed to said officer in point (a) above shall resolve the same within 30 days of receipt of same.
Concern pending beyond 30 days can be referred directly to Mr. Nirmal Jain, Chairman of Audit Committee.
c.
All the concerns resolved & pending shall be placed at the meeting of Audit Committee in its quarterly meeting.
P
The concern so received shall address and resolve within 30 days of receipt of same. Concern pending shall be
raised by said officer to chairman of Audit Committee in its quarter meeting.
C)
The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to the
Clause 49 of the Listing Agreements with the Stock Exchanges:-
i)
A communication on the financial performance of Company including a summary of the significant events was
sent to every member.
ii)
Company has adopted a Whistle blower policy and has established the necessary mechanism for employees to
report concerns about unethical behavior. No employee has been denied access to the audit committee.
6)
Means of Communication:
i)
Quarterly Results: Quarterly Results are published in 'Free Press Journal' and / 'Navshakti' and are displayed on
the Company's website www.prism-informatics.com.
ii)
News Releases, Presentations, etc: Official news releases, detailed presentations made to media, analysts,
institutional investors, etc. are displayed on the Company's website www.prism-informatics.com.
iii)
Website: The Company's website www.prism-informatics.com contains a separate dedicated section 'Investors'
where shareholders information is available. The Company has made no presentation to any Institutional
Investors/Analysts during the year.
iv)
Annual Report: The detailed Annual Report is available on website of company & on website of Bombay Stock
Exchange, where shares of company are presently listed. Directors Report, Corporate Governance Report,
Management Discussion Analysis Report, along with Abridged Audited Annual Financial Statement has been
circulated to members and others entitle thereto.
Page|5
i)
ii)
iii)
iv)
v)
vi)
vii)
Page|36
Name of Depository
Address
Company has paid the custodial charges to the respective depository participant for the year ending 31st March
2014.
viii)
* Spread (Rs.)
Open
High
Low
Close
No. of
No. of
Total Turnover
Price
Price
Price
Price
Shares
Trades
(Rs.)
H-L
C-O
Apr 13
31.20
31.20
31.20
31.20
156
0.00
0.00
May 13
30.20
30.20
23.25
23.25
1,128
10
30,361
6.95
-6.95
Jun 13
24.40
24.40
16.90
19.50
2,233
23
44,780
7.5
-4.90
Jul 13
20.20
27.50
18.55
26.05
32,328
29
6,83,289
8.95
5.85
Aug 13
24.75
24.75
17.45
17.45
25,716
13
5,21,705
7.30
-7.30
Sep 13
16.60
18.30
15
15
25,794
23
4,16,806
3.30
-1.60
Oct 13
15.00
15.00
15.00
15.00
162
2,430
0.00
0.00
Nov 13
15.75
16.10
13.94
14.10
1,94,192
2,319
29,51,685
2.16
-1.65
Dec 13
14.00
14.30
11.90
12.10
5,14,515
2,867
68,49,364
2.40
-1.90
Jan 14
12.10
18.78
9.54
17.15
1,69,925
2,037
21,99,151
9.24
5.05
Feb 14
17.15
17.65
14.40
15
60,093
282
9,61,395
3.25
-2.15
Mar 14
15.25
16.50
11.82
14.42
19,972
120
2,96,619
4.68
-1.05
Month
* Spread
H-L : High-Low
C-O : Close-Open
Page|37
Page|38
% of
Shareholders
Shareholding
2,02,711
89.88
0.98
64,495
1.07
0.31
10000-20000
11
1,48,696
1.46
0.72
20000-30000
1,83,068
0.93
0.89
30000-40000
72,976
0.28
0.35
40000-50000
1,44,610
0.40
0.70
50000- 100000
12
7,37,085
1.60
3.58
100000 to above
33
1,90,45,517
4.39
92.46
TOTAL
751
2,05,99,158^^
100
100
No. of Equity
No. of
Shares held
Shareholders
1-5000
675
5000-10000
Sr. No
7
8
No. of Shares
^^ Company had allotted 7,41,174 Equity Shares on 29th October, 2013 and said equity shares arises on account of
conversion of 11%, 401050 Compulsorily Convertible Debenture (CCD Series IV) of Rs. 100/- each. Company is under
process to obtain trading approval to these shares. Hence, presently issued capital is Rs. 2,19,56,455 divided into
2,19,56,455 equity shares of Re. 1/- each. While listed equity share capital is Rs. 2,05,99,158 divided into 2,05,99,158
Equity shares of Re. 1/- each.
Category of Equity Shareholders as on 31-03-2014:
Sr. No
Category
No. of Shares
% of total Shareholding
36,27,341
17.60
FIIS
10,860
0.05
NRIS/ OCBS
82,98,212
40.28
55,75,867
27.06
Indian Public
31,38,749
2,05,99,158
15.23
100.00
Total
Page|39
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on
equity:
The Company had allotted 6,60,000 2% Non-Cumulative Compulsorily Convertible Preference Shares (NCCP'sSeries V) of Rs. 100 each at par on 13th March, 2014 on Preferential basis with conversion period of 06 months
from the date of allotment. The conversion price will be decided as per the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 at the time of conversion. The Conversion of these securities is due on 12th
September, 2014.
xii)
Plant Locations:
The Company has following operating divisions:
Registered office: Prism Informatics Limited is located at B-907, Bsel Tech Park, Opposite Vashi Railway Station,
Sector 30 A, Vashi, Navi Mumbai - 400703.
xiii)
Sr. No.
Pune
Europe
USA
Germany
Singapore
Dubai
Seychelles
Page|40
Annual Report
CERTIFICATE
OF COMPLAINCE
WITH
ATTENDANCE
SLIP
THE CODE OF CONDUCT POLICY
As provided under Clause 49 of Listing Agreement with the Stock Exchange, the
Board Members and Senior Management Personnel have confirmed compliance with
the code of conduct for the period ended 31st March, 2014.
Page|41
Alok Pathak
Managing Director
2014
Annual Report
2014
CEO/CFO CERTIFICATION
ATTENDANCE SLIP
The Board of Directors
Prism Informatics Limited
(a)
I have reviewed the financial Statements, read with the cash flow statement of Prism Informatics
Limited for the year ended 31st March, 2014 and that to the best of my knowledge and belief, I state
that:
(i)
These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii)
These statements together present a true and fair view of the company's affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
(b)
To the best of my knowledge and belief, no transactions entered into by the company during the year
which are fraudulent, illegal or violative of the company's code of conduct.
(c)
I accept responsibility for establishing and maintaining internal controls for financial reporting and
that they have evaluated the effectiveness of internal control systems of the company pertaining to
financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in
the design or operation of such internal controls, if any, of which they are aware and the steps they
have taken or propose to take to rectify these deficiencies.
(d)
(i)
Significant changes, if any, in the internal control over financial reporting during the year;
(ii)
Significant changes, if any, in the accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
(iii)
Instances of significant fraud of which they have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the company's internal control system
over financial reporting.
Alok Pathak
Managing Director
Page|42
Annual Report
2014
Compliance with the conditions of Corporate Governance is the responsibility of Company's management.
Our examination was limited to review of procedures and implementation thereof, adopted by the Company
for ensuring compliance with the conditions of Corporate Governance. 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 the explanations given to us and based on
the representations made by the management, we certify that Company has complied with the conditions of
Corporate Governance as stipulated in 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
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Page|43
Prashant Sharma
C.P.No:7902 ACS No. 21775
Annual Report
2014
ii.
iii.
iv.
v.
Page|44
Annual Report
2014
country.
Rapid adoption of IT technologies in major sectors as
Page|45
Key Differentiator
Today, India is transforming into world IT hub and all
major players in the field are working constantly towards
promoting and expanding their market. In this scenario
Enterprise Resource Planning (ERP) is playing a major
role in growth of small and medium size industries in
India apart from contributing largely into the big
business enterprises. Our approach towards business
differentiates us from the rest.
Annual Report
2014
2.
III.
Threats:
1.
2.
I.
II.
II.
Risk:
Page|46
Annual Report
2014
c.
MP:
Prism has been a leader in SAP
implementation projects in SME segment and
offers excellent work experience and knowledge
to its employees. This leads to greater work
satisfaction as demonstrated by low attrition rate
of 14%.
IV.
V.
Marketing Strategies
Our Marketing Strategy revolves not only around the
goal of increasing Prism's presence in market by
acquiring new clients but also by serving existing
client to their complete satisfaction. Modes in
which we do marketing are:
a.
Email Marketing
Our major focus for generating leads is through a
series of event that starts with targeted &
monitored email campaigns for which databases
are created specific to every campaign (Industry,
Revenue, Employees etc.). Modern tools helps us
track the actions of recipient in respect to the
emails,
b.
Tele Marketing
A rigorous telecallling session follows up every
email campaign in order to generate leads. The
prospects who opened/clicked the emailers are
first contacted and followed up. The purpose of
the telecalling sessions is to help set up calls,
client meetings in order to generate interest in
our services & offerings.
Page|47
Events
Our focus for attending/organizing events is to
broaden our network of clients, contacts,
vendors, prospects etc. These events help
showcase Prism's diverse offerings and services.
We can also generate a sizable database during
these events with a sign-up sheet for people who
visit our booth/contacts attending the event.
d.
Account Mining
Our existing clients are targeted with our other
offerings through various marketing collaterals
& meetings.
e.
Promoting Prism
We create the brand & service offering
awareness by sharing our success stories
through periodic news releases, releasing
whitepapers, online promotions on various sites
and targeting the Industry influencers regarding
our services and offerings on social media.
Annual Report
2014
Total
Total Income
168,143,638
41,849,601
209,993,239
Accounts Receivables
138,794,451
138,794,451
Unbilled Revenue
11,177,817
11,177,817
i.
Particulars
India
Rest of world
Total
Total Income
209,993,239
460,434,070
670,427,309
Accounts Receivables
138,794,451
67,963,468
206,757,919
Unbilled Revenue
11,177,817
82,38,436
19,416,253
Material developments in Human Resources / Industrial Relations front, including number of people
employed.
The Human Resource initiatives of the company in the year continued to be aligned with the overall business
strategy and individual career aspirations of staff members. Your company continued to invest in developing the
human capital, building strong relationships with academia and establishing its brand in the market to attract and
retain the best talent. Company has 177 employees as on March 31, 2014. The company continues to invest in
recruiting highly qualified and skilled employees in the organization.
Human resource strategy enabled the company to attract, integrate, develop and retain the best talent required
for driving business growth. Sustained strategic focus to enhance employee capability, improve efficiency and
groom future leaders has helped company to maintain its benchmark status in the IT Industry. Our Mature HR
processes enable us to agile and responsive to the dynamic global environment and stay relevant to the
customers. Companies have created a performance based environment where innovations are welcomed by the
top management, their performance is valued and recognized, further employees are motivated to realize their
potential.
Page|48
Annual Report
2014
Cautionary Statements:
Company in this Management Discussions and Analysis have stated certain statements relating to company's
objectives, estimates, projections, Outlook, expectations and others, may Constitute future prospects of the
Company with reference to relating Laws and Regulations viz. Companies Act, 2013 , Securities Laws and other
such applicable rules and regulations. With respect to certain uncontrollable measures such as climatic conditions
in the industry, market price in domestic and overseas markets, any changes in government regulations and tax
laws, Global economic conditions affecting demand/supply and other environmental measures on which
company cannot have any control on such uncertain conditions affecting companies objectives and profitability.
Page|49
Abridged
Standalone
Financial
Information
Page|50
Annual Report
2014
Auditors' Report
To the Members of
Prism Informatics Limited
We have audited the accompanying Balance Sheet of Prism Informatics Limited ('the Company') as at
31st March 2014, the Profit and Loss Account and the Cash Flow Statement for the year ended 31st
March, 2014 and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Management is responsible for the preparation of these financial statements that give
a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956 (the Act) and in accordance with the accounting principles general accepted in India. This
responsibility includes the design, implementation and maintenance of internal controls relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Company's preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required and
give a true and fair view, except in case of receivable balances of Rs.7,66,47,135 and unsecured loan of
Rs.1,00,00,000 from All state Finance & Leasing Ltd which are subject to confirmation and reconciliation (if
any), unbilled revenue Rs 1,11,77,817/- which has been as certified by the management, in conformity with
the accounting principles generally accepted in India:
Page|51
Annual Report
2014
Auditors' Report
i.
in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014
ii.
in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii.
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
As required by the Companies (Auditor's Report) Order, 2003 (the Order) issued by the
Central Government in terms of Section 227 (4A) of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2.
we have obtained all the information and explanations which, to the best of our
knowledge and belief, were necessary for the purposes of our audit;
b.
in our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c.
the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of account;
d.
in our opinion, the Balance Sheet, the Statement of Profit and Loss Accountand Cash
Flow Statement dealt with by this report comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Act;
e.
On the basis of written representation received from the directors of the Company, as
on31st March, 2014 and taken on record by the Board of Directors, we report that none
of the directors are disqualified as at 31st March, 2014 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act,
f.
Without qualifying our report, we draw attention to Note no.1.1 to the financial
statements indicates the Company's 100% subsidiary Prism Inc has been incurring
losses from the operations and sale of its subsidiary Company TLC Technologies INC
Company, in which Prism Inc held 51% holding, resulting in substantial erosion of
capital of Prism Inc. as on the balance sheet date. In the opinion of the management
these conditions indicate the existence of material uncertainty that may cast significant
doubt about the subsidiary's ability to continue as a going concern. Hence the carrying
amount of investment Rs.2,56,23,329 has been impaired while receivables from the
TLC Technologies Rs 1,68,16,560 has been provided as doubtful debt and the said
impairment and doubtful debts is considered in the exceptional / Extraordinary items.
CA. E. A. Patil
Partner
Membership No. 031979
Date : 27th May 2014
Page|52
Annual Report
2014
Annexure to the Auditors Report for the year ended March 31s t, 2014.
(Referred to in our report of even date)
i.
a) The Company has maintained proper records showing full particulars, including
quantitative details and situation, of fixed assets.
b) The Company has a regular program of physical verification of its fixed assets, by which
all fixed assets are verified in a phased manner over a period of three years. For the current
financial year, physical verification for the fixed assets is yet to be carried out by the
company.
ii.
iii.
a. In our opinion, the rate of interest and other terms and conditions on which the loan has
been granted to the body corporate, amounting to Rs. 11,73,72,310, listed in the registered
maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of
the company.
b. The Company has taken unsecured loans, payable on demand, aggregating to Rs.
1,38,20,302 from the companies, firms or parties covered in the register maintained under
Section 301 of the Actare not, prima facie, prejudicial to the interest of the company.
iv.
In our opinion and according to the information and explanations given to us, the company is
in process of implementation of internal control system commensurate with the size of the
company and nature of its business with regard to purchase of fixed assets and with regard to
sale goods &services. In our opinion, the internal control in respect of service income needs
to be strengthened.
v.
a) In our opinion and according to the information and explanations given to us, the
particulars of contracts or arrangements referred to in Section 301 of the Act, have been
entered in the register required to be maintained under that section.
b) In our opinion, and according to the information and explanations given to us, the
transactions made in pursuance of contracts and arrangements referred to in(a) above and
exceeding the value of Rs. 5 lakh with any party during the year have been made at
priceswhich are reasonable having regard to the prevailing market prices at the relevant time
vi.
The Company has not accepted any deposits from the public.
Page|53
Annual Report
2014
The company does not have internal audit system commensurate with its size & nature of its
business.
viii.
As per the information and explanations provided by the management, the Central
Government has not prescribed themaintenance of cost records under Section 209(1)(d) of
the Act, for any of the services rendered by the Company.
ix.
a) According to the information and explanations given to us and on the basis of our
examination of the records of the company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Income tax, TDS, Service tax,
Profession Tax and other material statutory dues have been generally regularly deposited
during the year by the Company with the appropriate authorities except for the sum specified
in below table which were outstanding as at the last day of financial year concerned. The
said sum are outstanding for more than six months from the date it become payable and are
yet to be paid:
Name of Statute
Maharashtra
Value
added Tax Act,2002
2013-14
16,05,249
2012-13
32,84,173
Service Tax
Interest on delayed Payment
*Service Tax
VAT
Jan 13 to Mar 14
Jan 13 to Mar 14
Till Dec 12
2013-14
13,15,775
66,497
57,40,765
7,21,703
Interest on VAT
2013-14
19778
CST
2013-14
3,01,687
Interest on CST
2013-14
5,383
LBT
2013-14
94,541
Interest on LBT
2013-14
11,602
Nature of Dues
*Application were made under Voluntary comp liance Encouragement Scheme (VCES) for
payment of Service Tax and Paid 50% amount of Service Tax, and balance amount is
payable before June 30, 2014.
b) We have been informed by the management, that there are no dues of sales tax/ income
tax/ custom tax/ wealth tax/ excise duty/cess have been deposited on account of dispute.
x.
The Company does not have accumulated losses at the end of the financial year, however the
accumulated loss do not exceed the more than fifty percent of its net worth hence the clause
is not applicable.
xi.
In our opinion and according to the information and explanations given to us, the company
has availed loan of Rs 1 crore which was due for repayment in the month of 6th March 2014,
however the Company has requested for extension of the same.
Page|54
Annual Report
2014
xii.
The Company has not granted loans and advances on the basis of security by way of pledge
of shares, debentures and other securities.
xiii.
In our opinion and according to the information andexplanations given to us, the Company is
not a chit fund / nidhi / mutual benefit fund / society.
xiv.
According to the information and explanations given to us,the Company is not dealing in or
trading in shares,securities, debentures and other investments.
xv.
According to the information and explanation provided by the management, the Company
has not given any guarantee for loans taken by others from banks or financial institutions.
xvi.
The Company did not have any term loans outstanding during the year.
xvii.
According to the information and explanations given to us, and on an overall examination of
the balance sheet of the Company, we are of the opinion that the funds raised on short-term
basis have not been used for long term investment.
xviii.
The Company has allotted 30,000 Non Cumulative Compulsorily Convertible Preference
Shares of Rs. 100/- each on preferential basis to Dr. Ramesh Subramaniam, Director of the
Company and necessary entry of same is made in Statutory Register maintained under
Section 301 of Companies Act, 1956.
xix.
The company has not created security or charge against the issue of debentures.
xx.
The Company has not raised any money by public issue during the year.
xxi.
According to the information and explanations given to us, no fraud on or by the Company
has been noticed orreported during the course of our audit.
CA. E. A. Patil
Partner
Membership No. 031979
Date:. 27th May, 2014
Page|55
Annual Report
2014
87,956,455
42,163,458
470,179,330
-72,750,436
409,867,327
-29,297,995
5,961,034
43,110,681
3,511,780
55,000,000
39,097,510
3,566,777
Curre nt liabilities
Short term borrowings
Trade payables
Other current liabilities
Short term provisions
46,847,706
15,480,974
58,771,001
317,151
94,472,040
9,979,219
60,198,684
344,077
659,385,676
685,391,096
4,009,517
5,684,894
385,985,312
4,329,815
26,306,100
13,015,054
411,603,146
2,934,062
14,465,135
Total
Asse ts
Non-current assets
Fixe d assets:
Tangible assets
Intangible assets
-Goodwill on Business Acquisitions
Capital work in progress
Intangible Assets under development
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
Page|56
Annual Report
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|57
2014
76,647,135
14,931,910
135,754,588
11,421,299
96,043,942
8,716,953
126,766,728
6,161,183
659,385,676
685,391,096
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Annual Report
2014
Abridged Profit and Loss Account for year ended 31st March, 2014
Particulars
Revenue
Revenue from Operations*
Other income
Total Revenue
Expenses
Cost of Sales & Service
Employee benefits expense
Other expenses
Depreciation
Amortisation
Finance costs
Total Expenses
Exceptional / Extraordinary Expenses
Profit before tax
Tax expense:
- Current tax
- MAT credit entitlement
- Deferred tax charge
Profit after taxation for the year from continuing
operations
209,993,239
27,507,752
221,656,941
14,149,292
237,500,991
235,806,233
52,002,656
123,047,050
30,749,201
2,272,137
13,015,054
20,158,527
54,967,945
109,584,935
45,553,640
322,205
4,457,253
24,374,921
241,244,625
239,260,900
42,439,889
71,388,412
-46,183,523
-74,843,078
-1,335,329
4,220,000
-1,395,753
-569,722
-43,452,441
-78,493,356
`
-2
-2
-5
-5
21,168,107
21,168,107
16,034,449
16,034,449
Page|58
Annual Report
2014
a) In respect of a company other than a finance company, revenue from operations shall be disclosed as under:
Particulars
Sale of Services
Sale of Products
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|59
31.03.2014
168,143,638
41,849,601
209,993,239
Alok Pathak
Managing Director
31.03.2013
173,647,543
48,009,398
221,656,941
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Annual Report
2014
Abridged Cash Flow Statement for year ended 31st March, 2014
(Amount In Rs.)
Particulars
31.03.2013
31.03.2014
A. Cash flow from / (used in) operating
activities
-5,513,662
-103,847,730
22,445,446
-56,132,481
-10,716,826
153,153,307
6,214,958
-6,826,904
8,716,953
15,543,858
14,931,911
8,716,954
CA E.A. Patil
Partner
Membership No: 031979
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Page|60
Annual Report
1.
2014
Basis or Preparation :
These abridged financial statements have been prepared in accordance with the requirements of Rule 7A of the
Companies (Central Governments) General Rules and Forms, 1956 and clause 32 of the Listing Agreement.
These abridged financial statements have been prepared on the basis of the complete set of financial statements
for the year ended March 31, 2014.
The amounts shown here are as same as shown in the corresponding aggregated heads in the financial statements
as per Schedule VI or as near thereto as possible.
These abridged financial statements have been circulated among the members of the Company in accordance
with the provision of Section 136 of the Companies Act, 2013 read with the rules made thereunder.
2.
Company as on 31st March, 2014 does not have any contingent liability.
3.
Auditors have drawn attention in their auditors report without qualifying the report:
a. Accounts receivable of Rs. 76,647,135 and unsecured loan of Rs. 1, 00, 00,000 from Allstate Finance &
Leasing Limited are subject to confirmation and reconciliation if any.
b. Unbilled revenue of Rs. 1, 11, 77,817/- has been certified by the management in conformity with the
accounting principles generally accepted in India.
c. Losses from the operations of Prism Inc., Wholly Owned Subsidiary of the company and sale of TLC
Technologies INC, subsidiary of Prism Inc results in substantial erosion of capital of Prism Inc. as on date of
balance sheet. In the opinion of Management these conditions indicate existence of material uncertainty and
may cast significant doubt about the ability of Prism Inc. to continue as a going concern. Hence the carrying
amount of investment of the Company in Prism Inc. being Rs. 25,623,329 has been impaired and receivables
from TLC Technologies Inc Rs. 16,816,560/- has been provided as doubtful debts and the said impairment and
doubtful debts is considered in the exceptional/ Extraordinary items.
4.
Company has not revalued the fixed assets of the Company and the fixed assets of the company have been
adequately disclosed herein below:
Computers
and other
service
equipments
Office
equipments
Original Cost
As at 1st April, 2013
Additions
Deletions
As at 31 March, 2014
Accumulated depreciation and amortization
As at 1st April, 2013
Depreciation for the period
Deductions/Adjustments during the period
As at 31 March, 2014
5,649,729
596,760
6,246,489
512,147
2,137,791
2,649,938
3,596,551
5,137,582
Page|61
Tangible Assets
Furniture and
Vehicles
fixtures
100,675
Total as at
Total as at
March31,2014 March31,2013
100,675
1,057,142
1,057,142
6,807,546
596,760
7,404,306
6,287
17,084
23,371
604,218
117,262
721,480
1,122,652
2,272,137
3,394,789
1,122,652
77,304
94,388
335,662
452,924
4,009,517
5,684,894
5,684,894
940,468
1,740,915
5,066,631
6,807,546
800,447
322,205
Annual Report
2014
Items constituting 20% or more of the total income or expenditure and such items of significant
importance:
1) Cost of Sale and Service amounting Rs. 5, 20, 02,656 constituting 21.89% of total income and 21.56% of total
expenditure comprises of following:
a) Cost of License Sales amounting to Rs. 41,216,906 and
b) Cost of technical sub-contractors amounting to Rs. 10,785,750
2) Being a software company, manpower constitutes a primary asset of organization and hence Employee benefits
expenses amounting to Rs. 123,047,050 aggregates to 51.80% of total income and 51% of total expenditure of the
Company. Break up of employee benefit expenses is given as below :
105,625,090
1,958,418
(120,885)
Staff welfare
638,806
549,162
Insurance Charges
767,717
505,598
Director's remuneration
6,218,818
946,667
Total
123,047,050
109,584,935
Nature of Provision
% of Total income
1
2
Provision
Provision
gratuity
Provision
Provision
2,098,945
1,093,605
0.88%
0.46%
148,692
(2,731,082)
0.06%
-1.15%
3
4
Company has given Loans & Advances to various parties (including Related Trade Parties). The Details of same are
as below
11,73,72,310
2,22,30,582
12,700
13,96,15,593
(38,61,005)
13,57,54,588
12,76,16,445
25,27,381
4,76,906
7,000
13,06,27,733
(38,61,005)
12,67,66,728
* Refer Note 34(a) for loans & Advances due from the companies under the same management under section
370 (1) (B) of the Companies Act, 1956.
Page|62
Annual Report
2014
1) Company has honored its obligation with respect to repayment of loans and interest on its due date and there has
been no default on the part of Company to honor its commitments.
6) Going Concern :
The financial report has been prepared on a going concern basis, which contemplated continuity of normal
business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
i.
The Company has step down subsidiary TLC Technologies INC under Prism Inc US. The Prism India
holds 100% shareholding in the Prism Inc US and Prism Inc held 51% in the TLC Technologies INC
Company. The TLC was incurring losses from the operations resulting in substantial erosion of the
capital. Subsequent to the sale of shares of step down subsidiary TLC, the business conditions indicate
the existence of material uncertainty that may cast significant doubt regarding Prism Inc's., ability to
continue as going concern. In the Opinion of the management there is a decline, other than temporary, in
the carrying amounts of long term investments. Hence reduction in the carrying amount of investment
Rs 2, 56, 23,329/- has been charged to the profit and loss statement as an exceptional / extraordinary
item. The Accounts receivable from the TLC Technologies Rs 1, 68, 16,560/- has also been provided as
doubtful debt and considered in the exceptional / Extraordinary items.
During the previous financial year the Company had 100% subsidiary Prism Informatics Pte Ltd at
Singapore. The subsidiary was incurring losses from the operations resulting in substantial erosion of
capital as on the balance sheet date. The subsidiary had borrowed Rs 30, 97,325 from Prism India for its
working capital requirements. Also, refer Note no 13 (b) for the step down subsidiary of the Prism Pte
for closing agreement signed by the company with its ex-owners which may require additional
quantification of liability, if any. These conditions indicate the existence of material uncertainty that may
cast significant doubt about the subsidiary's ability to continue as a going concern. In the opinion of the
management there is a decline, other than temporary, in the carrying amounts of long term investments.
Hence, reduction in the carrying amount of investment Rs 3, 12, 97,902 has been charged to the profit
and loss statement as an exceptional / extraordinary item in the previous financial year.
ii.
7) Following statutory payments relating to FY 13-14 are yet to be paid by the Company :
Sr. No
1
2
3
4
5
6
Nature of Tax
Service tax payable
TDS payable
VAT payable
PT payable
LBT Payable
PF Payable
Total
8) Investments:
Long-term investments are stated at cost, and provision for diminution is made when, in the management's
opinion, there is a decline, other than temporary, in the carrying value of such investments. Current investments
are carried at lower of cost and fair value.
9) Details of cash and cash equivalents shall be disclosed as follows:
1.
2.
3.
4.
Page|63
14,304,871
627,039
-
8,374,203
342,750
-
Annual Report
2014
1) Company provides IT and IT enable services in global markets through its subsidiaries and accordingly
information of segmental revenues, capital employed is provided on consolidated basis. On standalone basis
below is the segmental information:
Software Consultancy
Services
168,143,638
76,647,135
Total
41,849,601
-
209,993,239
76,647,135
11,177,817
11,177,817
Geographic
Segments
As at March 31, 2014 and for the year then ended
Particulars
Total income
India
Rest of World
Total
91,063,825
118,929,414
209,993,239
9,523,967
67,123,168
76,647,135
1,343,000
6,304,056
7,647,056
Accounts receivables
Unbilled revenue
(a) Names of related parties and nature of relationship where control exists:
Sr. No
1
Names
1) Prism Europe AG, Switzerland
2) Prism informatics Schweiz
GmbH, Switzerland
3) Prism informatics Deutschland
GmbH, Germany
4) Prism
Informatics
Inc,
Delaware
5) Prism
Informatics
Pte,
Limited, Singapore
6) Prism Software Consultancy
JLT
7) Prism
Infoglobal
Ltd.,
Mauritius
8) TLC Technologies
(
Disposed off on 21st Feb
2014)
Page|64
Annual Report
Associates
2014
Subsidiaries
Keymanagement personnel
March31,2014 March31,2013
5,495
5,381,924
31,096,270
Remuneration paid
27,172,409
-
March31,2014
-
March31,2013
-
March31,2014
-
March31,2013
-
6,218,818
946,667
1,050,001
1,800,000
Loans given
43,298,000
132,830,311
Loans recovered
132,681
53,591,590
8,311,191
Interest income
234,354
21,892,445
1,764,200
Interest paid
2,456,239
619,863
523,084
506,301
Loan Taken
1,800,000
9,550,000
Loan Repaid
1,200,000
5,750,000
Rent paid
Rent received
2,972,714
19,999,976
3,000,000
63,221,500
39,850,000
180,000
5,000,000
5,350,000
Balance as at 31 March
Investments
Debtors
156,742,042
213,657,778
26,134,369
93,637,728
229,218,270
1,027,617
403,938
1,975,343
114,225,530
126,283,320
21,467,401
1,764,200
Creditors
Loans receivable
Interest Receivable
Loan Payable
10,020,302
9,420,302
3,800,000
Interest Payable
227,025
97,875
203,632
Dividend Payable
Page|65
229,218,270
3,097,325
1,177,981
Annual Report
2014
( C) Out of the above, transactions with related parties in excess of 10% of the total related party
transactions are as under :
Transactions during the year ended March 31,2014
March
31,2014
(i)
*Remuneration to Directors
Saurabh Dani
3,200,000
V. Chandrashekar
3,018,818
*Management is yet to apply to the Central
Government for approval towards the payment
of Director Remuneration in accordance with
provision of Section 309 of Companies Act,
1956.
Share application money received
Saurabh Dani
Dr. Ramesh Subhramanium
3,000,000
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
March
31,2013
946,667
-
39,850,000
-
19,999,976
63,221,500
2,456,239
1,333,381
1,800,000
1,200,000
Interest Expenses
Saurabh Dani
Loan Taken
Saurabh Dani
Loan repaid
Saurabh Dani
Page|66
Annual Report
Subsidiaries
(i)
Service income
Prism Informatics, Thailand
3,233,000
10,930,600
14,737,830
2,643,389
20,165,670
6,558,190
31,096,270
27,172,409
5,381,924
5,495
5,495
5,381,924
132,681
132,681
5,810
228,544
234,354
7,111,100
10,361,035
11,356,636
28,802,760
11,986,200
28,802,760
40,814,972
(ii)
Investments purchased
Prism Informatics Pte Ltd
Prism Infoglobal Limited, Seychelles
(iii)
(iv)
Loans recovered
Prism Software Consultancy JLT
Interest Income
Prism Software Consultancy, JLT
(v)
Page|67
2014
Annual Report
(vii)
2014
332,949
430,731
763,680
31,297,902
25,623,329
25,623,329
31,297,902
3,097,325
3,097,325
4,050,000
400,000
900,000
5,000,000
(viii)
(i)
(ii)
(iii)
Investments purchased
Idhasoft Limited
-
(iv)
56,863,636
Loans given
Idhasoft Limited
43,298,000
132,830,311
Page|68
Annual Report
(vi)
(vii)
(viii)
(ix)
(x)
Page|69
53,591,590
8,311,191
21,892,445
1,764,200
Interest income
Idhasoft Limited
Loan Taken
Dani Financials Products Pvt Limited
9,550,000
5,750,000
523,084
506,301
180,000
Loan repaid
Dani Financials Products Pvt Limited
Interest Expenses
Dani Financials Products Pvt Limited
Rent Paid
Secure Matrix Solutions Private Limited
(xi)
Loans recovered
Idhasoft Limited
2014
Remuneration paid
Shilpi Pathak
750,000
900,000
Bhuman Dani
300,001
900,000
Annual Report
2014
March
31,2014
March
31,2013
156,020,047
156,020,047
25,623,329
25,623,329
31,297,902
31,297,902
716,500
716,500
5,495
213,663,273
213,657,778
(25,623,329)
(31,297,902)
(31,297,902)
156,742,042
182,359,876
229,218,270
229,218,270
229,218,270
229,218,270
8,157,000
12,622,685
37,791,326
(2,052,908)
5,342,907
28,187,277
18,407,630
11,316,180
26,134,369
93,637,728
Investments
Prism Infomatics Europe AG
Prism Informatics, USA
Prism Informatics Pte Ltd
Prism Software Consultancy JLT
Prism Infoglobal Limited, Seychelles
(ii)
Debtors
Prism Europe AG
Prism Thailand (NEXUS)
TLC Technologies
Prism Dubai
Prism Informatics Inc
Prism Informatics Pte (Singapore)
Total
Total
1,027,617
1,027,617
403,938
403,938
Page|70
Annual Report
(iii)
(iv )
Creditors
Idh asoft Limited
1 ,9 75 ,34 3
1 ,9 75 ,34 3
1 14 ,2 25 ,530
12 4,5 19 ,1 20
3 ,0 97 ,32 5
3,0 97 ,3 25
1 17 ,3 22 ,855
12 9,3 80 ,6 45
(3,0 97 ,3 25 )
(3,09 7,3 25 )
1 14 ,2 25 ,530
12 6,2 83 ,3 20
2 1,46 7,4 01
1,7 64 ,2 00
3 32 ,9 49
33 2,9 49
4 30 ,7 31
43 0,7 31
2 2,23 1,0 81
2,5 27 ,8 79
(33 2,94 9)
(43 0,73 1)
2 1,46 7,4 01
1,7 64 ,2 00
3 ,8 00 ,00 0
1 0,02 0,3 02
9,4 20 ,3 02
1 3,82 0,3 02
9,4 20 ,3 02
2 03 ,6 32
2 27 ,0 25
97 ,87 5
4 30 ,6 57
97 ,87 5
Lo an s receiv able
Idh asoft Limited
Prism Software Co ns ultancy J LT
Prism Info rm atics Pte Lim ited, Sin gapo re
(v )
(v i)
Lo an Pa ya ble
Dani Fin ancials Prod ucts Pv t Lim ited
Sau rab h Dani
T otal
(v ii)
In terest Pa ya ble
Dani Fin ancials Prod ucts Pv t Lim ited
Sau rab h Dani
T otal
Page|71
2014
Abridged
Consolidated
Financial
Information
Page|72
Annual Report
2014
Auditors' Report
PRISM INFORMATICS LTD.
Annual Report 2013-14
Page|73
Annual Report
2014
Auditors' Report
Opinion
In our opinion and to the best of our information and according to the explanations given to us, and based on
the consideration of the reports of the other auditors on the financial statements / financial information of the
subsidiaries referred to below in the Other Matter paragraph, the aforesaid consolidated financial statements
give a true and fair view in conformity with the accounting principles generally accepted in India, except in
case of accounts receivable of Rs.14,46,10,602, and unsecured loan of Rs.1,00,00,000 from All state Finance &
Leasing Ltd which are subject to confirmation and reconciliation (if any), unbilled revenue Rs 1,94,16,253/which has been as certified by the management in conformity with the accounting principles generally
accepted in India:
a)
in the case of the Consolidated Balance Sheet, of the affairs of the Prism Informatics and its subsidiaries
as at 31st March 2014;
b)
in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and
c)
in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of the subsidiaries of Prism Informatics Limited whose financial
statements reflect total assets (net) of Rs. 2277.96 lacs as at 31st March 2014 and total revenue of Rs. 4916.64 for
the year ended on 31st March 2014, as considered in the consolidated financial statements. These financial
statements have been audited by other auditors. The audit reports of the subsidiaries have been furnished to
us, and in our opinion, in so far as it relates to the amounts included in respect of those associates and
subsidiaries, is based solely on the report of the other auditors.
Without qualifying our report, we draw attention to Note no.1.1 to the financial statements indicates the
Company's 100% subsidiary Prism Inc has been incurring losses from the operations and sale of its subsidiary
Company TLC Technologies INC Company, in which Prism Inc held 51% holding, resulting in substantial
erosion of capital as on the balance sheet date. In the opinion of the management these conditions indicate the
existence of material uncertainty that may cast significant doubt about the subsidiary's ability to continue as a
going concern. Hence the carrying amount of investment Rs.2,56,23,329 has been impaired and receivables
from the TLC Technologies Rs 1,68,16,560 has been provided as doubtful debt and the said impairment and
doubtful debts is considered in the exceptional / Extraordinary items.
The Company had also provided some of the intercompany balances for other subsidiaries aggregating (net) to
Rs (3,08,80,538). These have been considered to the profit and loss statement as an exceptional / extraordinary item.
For E.A.Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA. E. A. Patil
Partner
Membership No. 031979
Page|74
Annual Report
87,956,455
492,638,578
42,163,458
267,618,186
(301,769,748)
278,825,286
5,961,034
309,781,644
-
284,786,320
309,781,644
49,578,605
43,110,681
3,511,780
96,201,066
100,316,752
39,097,510
3,566,777
142,981,039
46,847,706
62,811,585
100,664,300
4,972,151
215,295,742
94,663,506
21,087,427
107,104,856
1,819,721
224,675,510
596,283,127
677,438,193
Assets
Non-current assets
Fixed assets:
Tangible assets
Intangible assets
-Goodwill on Business Acquisitions
Capital work in progress
Intangible Assets under development
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
Total Fixed Assets (A)
Page|75
2014
7,341,033
7,753,116
41,490,416
(1,167,786)
41,059,880
16,831
96,493,491
4,260,556
43,697,380
139,199,491
15,052,316
25,352,816
12,807,950
240,370,509
Annual Report
2014
110,865,418
146,647,988
144,610,602
34,111,784
147,885,073
62,316,759
388,924,219
596,283,127
113,974,317
18,569,819
126,247,205
31,628,355
290,419,696
677,438,192
Alok Pathak
Managing Director
Saurabh Dani
CA E.A. Patil
Partner
Membership No: 031979
V. Chandrashekar
Whole Time Director & Company Secretary
Page|76
Annual Report
2014
Abridged Profit and Loss Account for year ended 31st March, 2014
Particulars
670,427,309
27,893,649
620,277,459
16,484,761
698,320,959
636,762,220
197,906,360
350,759,999
114,915,329
13,615,845
13,015,054
25,026,929
133,325,779
343,015,710
151,187,527
17,429,450
4,457,253
28,870,344
715,239,516
678,286,063
Exceptional items
(16,918,557)
-
(41,523,844)
(29,067,341)
(16,918,556)
(12,456,504)
11,559,352
90,890,123
(28,477,908)
(103,346,627)
90,304
(1,395,753)
4,747,132
569,722
(97,709,075)
(90,043,779)
(124,881,535)
(197,567,815)
Revenue
Revenue from Operations* (I)
Other income (II)
Total Revenue (III)
Expenses
Cost of Sales & Service
Employee benefits expense
Other expenses
Depreciation
Amortisation
Finance costs
Total Expenses (IV)
Profit before exceptional & extra ordinary items
(III-IV)
Page|77
Annual Report
2014
(6)
(6)
(12)
(12)
21,168,107
21,168,107
16,034,449
16,034,449
a) In respect of a company other than a finance company, revenue from operations shall be disclosed as under:
Particulars
Sale of Services
Sale of Products
Total
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
31.03.2014
598,505,545
71,921,764
670,427,309
Alok Pathak
Managing Director
31.03.2013
557,396,109
62,881,350
620,277,459
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Page|78
Annual Report
2014
Abridged Cash Flow Statement for year ended 31st March, 2014
(Amount In Rs.)
Particulars
31.03.2014
A. Cash flow from / (used in) operating activities (A)
(14,115,179)
B Cash Flow from Investment Activities (B)
29,128,591
C. Cash Flow from Finance Activities (C )
(11,514,842)
31.03.2013
(114,099,017)
(82,030,353)
146,683,885
10,977,282
(38,468,203)
57,038,022
18,569,819
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|79
12,043,396
15,541,966
18,569,819
34,111,784
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Annual Report
1.
2014
The company has following subsidiaries which form part of the consolidation.
Name of Subsidiary
Country of incorporation
% of Shareholding
USA
Singapore
Switzerland
100%
100%
Switzerland
Germany
Dubai
100%
Seychelles
100%
100%
100%
100%
TLC Technologies, Inc. (Acquired under Prism Informatics Inc) share holding disposed of on February 21, 2014.
Page|80
Annual Report
2014
These consolidated financial statements are prepared in accordance with the principles and procedures prescribed
by Accounting Standard 21 - "Consolidated Financial Statements" (AS-21) for the purpose of preparation and
presentation of consolidated financial statements.
The financial statements of the parent Company and its subsidiaries have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses after eliminating intragroup balances/transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group
transactions have also been eliminated unless cost cannot be recovered in full. In case of subsidiaries acquired
during the financial year, income and expenses have been considered from the date of acquisition.
The Company has step down subsidiary TLC Technologies INC under Prism Inc US. The Prism India holds
100% shareholding in the Prism Inc US and Prism Inc held 51% in the TLC Technologies INC Company. The
TLC was incurring losses from the operations resulting in substantial erosion of the capital. Subsequent to the sale
of shares of step down subsidiary TLC, the business conditions indicate the existence of material uncertainty that
may cast significant doubt regarding Prism Inc's., ability to continue as going concern. In the Opinion of the
management there is a decline, other than temporary, in the carrying amounts of long term investments. Hence
reduction in the carrying amount of investment Rs 2, 56, 23,329/- has been charged to the profit and loss statement
as an exceptional / extraordinary item.
The Accounts receivable from the TLC Technologies Rs 1, 68, 16,560/- has also been provided as doubtful debt
and considered in the exceptional / Extraordinary items
The Company had also provided some of the inter company balances for other subsidiaries aggregating (net) to Rs
3,08,80,538 these have been considered to the profit and loss statement as an exceptional / extra ordinary item.
1.
2.
Company as on 31st March, 2014 does not have any contingent liability.
3.
Auditors have drawn attention in their auditors report without qualifying the report:
a.
b.
c.
Page|81
Accounts receivable of Rs. 144,610,602 and unsecured loan of Rs. 1, 00, 00,000 from Allstate Finance &
Leasing Limited are subject to confirmation and reconciliation if any.
Unbilled revenue of Rs. 1, 94, 16,253/- has been certified by the management in conformity with the
accounting principles generally accepted in India.
Losses from the operations of Prism Inc., Wholly Owned Subsidiary of the company and sale of TLC
Technologies INC, subsidiary of Prism Inc results in substantial erosion of capital of Prism Inc. as on
date of balance sheet. In the opinion of Management these conditions indicate existence of material
uncertainty and may cast significant doubt about the ability of Prism Inc. to continue as a going concern.
Hence the carrying amount of investment of the Company in Prism Inc. being Rs. 25,623,329 has been
impaired and receivables from TLC Technologies Inc Rs. 16,816,560/- has been provided as doubtful
debts and the said impairment and doubtful debts is considered in the exceptional/ Extraordinary items.
Annual Report
2014
4.
Company has not revalued the fixed assets of the Company and the consolidated fixed assets of the company are
same as standalone fixed assets of the company and accordingly detailed disclosure remains to be same as
disclosed in standalone abridged financials.
5.
Items constituting 20% or more of the total income or expenditure are as below :
1) Cost of Sale and Service amounting Rs. 19,79,06,360 constituting 28% of total income comprises of following:
a) Cost of License Sales amounting to Rs. 66,868,639 and
b) Cost of technical sub-contractors amounting to Rs. 131,037,722
2) Being a software company, manpower constitutes a primary asset of organization and hence Employee benefits
expenses amounts to Rs. 35, 07, 59,999 which is equal to 50% of total income of the Company. Break up of
employee benefit expenses is given as below :
Salaries, bonus and allowances, including overseas
employee expenses
315,237,905
309,560,492
1,041,025
2,905,791
21,093,207
1,958,418
3,151,311
23,451,442
Insurance Cost
4,263,252
3,947,379
Director's remuneration*
Total
6,218,818
350,759,999
946,667
343,015,710
*Management is yet to apply to the Central Government for approval towards the Payment of Director
Remuneration in accordance with provision of Section 309 of the Companies Act, 1956
3) Provisions made by the company during the FY 2013-14 are as below:
Sr. No
1
2
3
4
5
Nature of Provision
Provision for Bad and doubtful debts
Provision for leave encashment and gratuity
Long term provision
Short term provision
Provision for rent equalization
Provision for taxation
Provision for expenses
% of Total income
6.25%
1,751,205
317,151
458,290
351,043
6,929,324
0.25%
0.05%
0.06%
0.05%
0.99%
Page|82
Annual Report
2014
4) Company has honored its obligation with respect to repayment of loans and interest on its due date and there has
been no default on the part of the Company to honor its commitments.
5) Following statutory payments relating to FY 13-14 are yet to be paid by the Company :
Sr. No
1
2
3
4
5
6
Nature of payable
Interest payable
Service Tax payable
TDS Payable
VAT Payable
Provident fund payable
Professional Tax payable
Total
6) Investments:
Long-term investments are stated at cost, and provision for diminution is made when, in the management's
opinion, there is a decline, other than temporary, in the carrying value of such investments. Current investments
are carried at lower of cost and fair value.
23,431,063
680,721
10,000,000
-
5,566,582
352,489
12,650,748
-
*Fixed deposit with bank of INR 1, 00, 00,000 are held as margin money against bank overdraft facilities from bank.
8) Company provides IT and IT enable services in global markets through its subsidiaries and accordingly
information of segmental revenues, capital employed is provided on consolidated basis. On Consolidated
basis below is the segmental information:
Sr. No
Particulars
2013-14
201 2-13
India
2,099.93
2,216.57
USA
697.63
987.44
Europe
3,078.51
2,943.11
1,140.50
41.57
260.76
Total
7,016.58
6,449.45
24.17
239.39
6,992.40
6,210.05
Page|83
Year
Annual Report
2014
164.15
(146.18)
209.20
(109.16)
67.50
4.74
(169.04)
(99.16)
Middle East
11.43
36.79
Total
101.64
(131.38)
270.82
294.16
(169.19)
(425.53)
India
4,913.38
4,227.33
USA
(523.34)
19.42
Europe
402.75
624.31
0.00
4.96
Middle East
43.87
29.79
4,836.68
4,905.82
Less :
(i) Interest*
(ii) Other unallowable expenditure net off
Unallowable Income.
3
Total
*Other than the interest pertaining to the segments having operations which are primarily of financial nature.
Names
1) Dr. Nirmal Jain (Chairman)
2) Alok Pathak (Managing Director)
3) Saurabh Dani (Executive Director)
4) Dr. Ajay Sharma
5) Christof Anderi
6) Dr. Ramesh Subramaniam (appointed w.e.f. 14.02.2013)
7) V.Chandrashekar ( (appointed w.e.f. 12.06.2013)
Page|84
Annual Report
Out of the above, transactions with related parties in excess of 10% of the total related party
transactions are as under :
Transactions during the year ended March
31,2014
March 31,2014
March 31,2013
(i)
Remuneration to Directors
Saurabh Dani
3,200,000
946,667
V.Chandrashekar
3,018,818
Management is yet to apply to the Central Government for approval towards the
Payment of Director Remuneration in accordance with provision of Section 309 Of
the Companies Act, 1956.
(ii)
(iii)
39,850,000
3,000,000
2,972,714
Saurabh Dani
19,999,976
63,221,500
Interest Paid
Interest to Saurabh Dani
2,456,239
1,333,381
Loan Taken
Saurabh Dani
1,800,000
Loan repaid
Saurabh Dani
1,200,000
(iv)
(iii)
(iv)
(v)
(v)
Page|85
2014
Annual Report
(i)
(ii)
(iii)
(iv)
(v)
(vii)
(viii)
(ii)
(vii)
(viii)
(ix)
2014
5,000,000
4,050,000
400,000
900,000
-
5,000,000
5,350,000
Idhasoft Limited
56,863,636
Loans given
Idhasoft Limited
43,298,000
132,830,311
Loans recovered
Idhasoft Limited
53,591,590
8,311,191
Idhasoft Limited
21,892,445
1,764,200
Idhasoft INC
550,747
473,895
Investments purchased
Interest income
Rent Paid
Secure Matrix Solutions Private Limited
180,000
Remuneration paid
Shilpi Pathak
Bhuman Dani
750,000
300,001
900,000
900,000
743,178
Loan Taken
Dani Financials Products Pvt Limited
9,550,000
Loan repaid
Dani Financials Products Pvt Limited
5,750,000
Interest Expenses
Dani Financials Products Pvt Limited
523,084
506,301
Page|86
Annual Report
(ii)
March 31,2014
March 31,2013
Loan Payable
Saurabh Dani
10,020,302
9,420,302
3,800,000
13,820,302
Idhasoft Limited
114,225,530
124,519,121
Idhasoft INC
14,753,780
128,979,310
9,517,475
134,036,596
21,467,401
1,764,200
21,467,401
1,764,200
203,632
Saurabh Dani
227,025
430,657
97,875
97,875
Idhasoft Limited
1,027,617
403,938
Creditors
Idhasoft Limited
1,975,343
(iii)
(v)
Loans Receivable
Interest Receivable
Idhasoft Limited
(vii)
(ii)
(iii)
Page|87
9,420,302
Interest Payable
Debtors
Parties with substantial interest
2014
Annual Report
2014
The goodwill recorded in these consolidated financial statements has not been amortized but instead evaluated for
impairment. The Group evaluates the carrying amount of its goodwill whenever events or changes in circumstances
indicate that its carrying amount may be impaired.
March 31,2014
March 31,2013
18,027,404
34,946,738
10,000,000
28,027,404
10,000,000
44,946,738
8,800,000
10,020,302
18,820,302
191,467
40,105,000
9,420,302
49,716,769
46,847,706
94,663,506
Unsecured loans :
Loan from others/Financial Institution***
Compulsory Convertible Debentures****
Loan from Directors
*
The Company has availed bank overdraft facility from Saraswat Co-operative Bank Limited. Bank overdraft facility is
secured against fixed Deposit of Rs. 100 Lacs and pledge of 5, 00,000 Shares of Re. 1/- each of Prism Informatics Limited held by
Idhasoft Limited as collateral securities. Further personal guarantee and corporate guarantee are also given by Alok Pathak, managing
director and Idhasoft Limited respectively.
**The loan facility was guaranteed by Anor Technologies Private Limited by creating pledge on 12,500,000 shares of Prism
Informatics Limited held by Anor Technologies Private Limited & Loan taken from Allstate Finance & Leasing Ltd. amounting Rs. 1
Crore having interest rate 27% p.a however repayment schedule has not defined.
***During the F.Y. 2013-14, Loan taken from Dani Financials Products Pvt Ltd. and Dani Shares & Stocks having interest rate 18 %
p.a. however repayment schedule has not defined.
****401050, 11% CCD are converted into 741174 Equity Shares of Rs. 1 each on 29th Oct., 2013
Page|88
Annual Report
2014
ATTENDANCE SLIP
(to be presented at the entrance)
PRISM INFORMATICS LIMITED
Registered Office: B-907, BSEL TechPark, Sector 30-A, Opp. Vashi
Railway Station, Vashi, Navi Mumbai- 400 703, India
2.
Page|89
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L67120MH1983PLC029483
Name of the company: PRISM INFORMATICS LIMITED
Registered office: B-907, BSEL TechPark, Sector 30-A, Opp. Vashi Railway Station,
Vashi, Navi Mumbai- 400 703, India.
I/We, being the member (s) of _____ shares of the above named company, hereby
appoint
1.
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
Page|91
2.
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
3.
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual
General Meeting of the company, to be held on the 30th day of September At 4.00 p.m. At
Celebration Banquets,Plot No. 46, 3rd Floor, Samna Press Building, Next to
Inorbit Mall, Near Vashi Railway Station, Sector-30A, Vashi, Navi Mumbai400703 at 4.00 p.m (IST).(Place) and at any adjournment thereof in respect of such
resolutions as are indicated below:
Resolution No.
1.
_______________
2.
_______________
3.
_______________
Affix
Revenue
Stamp Re.
1/-
Signature of shareholder
Notes:
1.
This Proxy must be lodged with the Company at its Registered Office at B-907, BSEL Tech Park,
Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai- 400 705, India, not less than 48 hours
before the time for holding the aforesaid meeting.
2.
Those members who have multiple folios with different joint holders may use copies of their
Attendance/Proxy Slip.
Page|92
www.prism-informatics.com | investors@prism-informatics.com