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CALIFORNIA SOFTWARE COMPANY LTD.Registered Office: Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100
Phone: +91-44-42829000-5 Fax: +91-44-42829012
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the Eighteenth Annual General Meeting of the Company will be held at 10.00 a.m. on Friday, September 17, 2010 at the Registered
Office of the Company at Robert V Chandran Tower, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100 transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Balance Sheet as at March 31, 2010 and the Profit and Loss Account for the year ended on that date and the report
of the Directors and Auditors thereon.
2. To declare dividend
3. To appoint a Director in place of Mr. Dan George Peterson, who retires by rotation and, being eligible, offers himself for re-appointment.
4. To appoint Auditors and to fix their remuneration.
SPECIAL BUSINESS
5. To consider, and if thought fit, to pass, with or without modification, the following resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT in accordance with Section 257 and all other applicable provisions if any of the Companies Act, 1956,or any statutory modification(s) or
enactment thereof, Mr. Jerome Lazatin Lorenzo, who was appointed as an Additional Director pursuant to the provisions of Section 260 of the Companies Act,
1956,be and is hereby appointed as a Director of the Company, liable to retire by rotation under the provisions of the Articles of Association of the company.”
On behalf of the Board of Directors
Chennai S. Santhosh
June 23, 2010 Managing Director
EXPLANATORY STATEMENT
(As required under Section 173 (2) of the Companies Act, 1956)
Item No. 5:
Mr. Jerome Lazatin Lorenzo was appointed as Additional Director of the company at the Board meeting held on 29th October 2009 under Section 260 of the Companies
Act, 1956. In terms of the provisions of Section 260, he will hold office up to the date of this Annual General Meeting. The Company has received a notice from a member
proposing Mr. Jerome Lazatin Lorenzo for appointment to the office of Director of the Company under Section 257 of the Companies Act, 1956. Hence the proposed
resolution.
Mr. Jerome Lazatin Lorenzo, has vast experience in the field of Finance and Treasury and it will be in the interest of the Company that he is appointed as a Director, who if
appointed, shall be liable to retire by rotation, in accordance with the provisions of the Article of Association of the company. Brief details of his resume with background,
qualifications and other directorships as stipulated in Clause 49 of the Listing agreement are given in the section in this notice on Information on Directors seeking
appointment/re-appointment. The board commends the resolution as set out at item No 5 of the Notice for your approval.
None of the Directors, other than and except Mr. Jerome Lazatin Lorenzo is in any way, concerned or interested in the resolution.
Notes
a. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF
AND A PROXY NEED NOT BE A SHAREHOLDER.
b. Book Closure: The Register of Members and the Share Transfer Books of the Company will remain closed from 14th September 2010 to 17th September 2010 (both days
inclusive) in connection with the Annual General Meeting.
c. Shareholders are given an option to hold their securities in a depository or in the physical form. However it maybe noted that for trading purposes on NSE & BSE, the Company’s
stock is in compulsory demat trading list.
d. Shareholders of physical format shares opting to convert shares to depository form are requested to notify through their Depository Participant (DP) to the Company’s
REGISTRAR AND SHARE TRANSFER AGENTS through filling the demat request form available with their DP to the address given herein:
INTEGRATED ENTERPRISES (INDIA) LTD. : Unit: California Software Co. Ltd.,
“Kences Towers”, II Floor, 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017. India.
g. Shareholders who hold their securities in physical form and need to complete any transfer of holdings or endorsements may forward their securities to the Company’s Registrar
and Share Transfer Agents at the above address alongwith duly filled and stamped share transfer forms.
h. Shareholders holding shares in physical format are requested to notify the Company’s Registrar and Share Transfer Agents any change in their address immediately (with folio no
reference) so as to enable the Company to send any future communication at their correct address. Those holding shares in demat format need to ensure that their correct
address is reflected in their Depository Participant (DP) records and inform DP of any changes as and when relevant.
i Pursuant to section 205C of the Companies Act, 1956, all unclaimed dividends upto and inclusive of the financial year 2000 – 2001 (YE March 31, 2001) have been transferred
to the Investor Education and Protection Fund (IEPF) established by the Central Government. Dividends for the financial year ended March 31, 2003 and thereafter, which remain
unclaimed for a period of 7 years will be transferred by the Company to IEPF.
j Shareholders who have not encashed any of their dividend warrants from the year 2002-03 onwards are requested to submit their claims to the Company Secretary at the
Registered Office of the Company giving due details such as shareholder folio, /DP account no, and details for which year dividend is not received, and bank account details to
be printed on the warrant.
k. Nomination facility is now available for the shareholders. Members holding shares in physical format. may obtain nomination forms from the Registrar & Share Transfer Agent
and send the nomination form back duly filled up and signed. Members holding shares in demat form may kindly send their nominations to their Depository Participant (DP) only
in the format specified by their DP which will be for all their holdings in a client acount.
Attendance slip and proxy form are enclosed.
Information on Directors seeking appointment/re-appointment in Annual General Meeting scheduled to be held on September 17, 2010 (Pursuant to Clause 49(IV) (E) and 49 (IV)(G)(i) of the Listing Agreement)
Name of the Director Mr. Dan George Peterson Mr. Jerome Lazatin Lorenzo
Date of first Appointment 25th August 2006 29th October 2009
Age/Date of Birth 64 / 27th December 1945 42 / 27th October 1967
Expertise in Specific functional areas Management professional with over 40 years of Finance and Treasury
work experience, most of which is in the
Information Technology Industry
Educational Qualifications Bachelor degree in Computer Science BS degree in Finance and Real Estate from
California State University
Master of Business Management degree from
Asian Institute of Management
List of Other Directorships held as on CNHC LLC, dba ePAY Healthcare 1) Anand Sea Shipping 2) Berkshire Energy Ltd.
June 23, 2010 3) Chemoil Chatering Ltd. 4) Chemoil Energy
Philippines Inc. 5) Chemoil Navigation Ltd. 6) Chemoil
Logistics Inc. 7) Chemoil Pacific Pte Ltd. 8) Chemoil
Storage Ltd. 9) Chemoil Terminal Corporation
10) Helios Corporation Terminal Pte Ltd.11) Kemoil Ltd.
12) LGM Land Development Corporation
Chairman/Member of the Committee of the Member - Audit Committee Nil
Board of Directors of the Company as on
June 23, 2010
Chairman/Member of the Committee of Nil Nil
Directors of other Companies as on
June 23, 2010
Number of shares held in the Company as on 251,000 equity shares Nil
June 23, 2010
CALIFORNIA SOFTWARE COMPANY LTD.
Registered Office: Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100.
Attendance Slip(To be handed over at the entrance of the Meeting Hall)
I/We hereby record my/our presence at the Eighteenth Annual General Meeting of the Company to be held at Robert V Chandran Tower, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai 600 100 at 10.00 a.m.on Friday, September 17, 2010
Full Name of the Shareholder(in Block Letters)………………………………………………………………………….
Regd.Folio No ( Physical) / I.D. No(Demat)……………………………………………………………
No. of Shares held....................................................
Full Name of the Proxy (in Block Letters)……………………………………………………………………………………..
Signature of the Shareholder/(s) or Proxy present …………………………………………………………………………………
Please complete and sign this attendance slip and handover at the entrance of the meeting hall. Only Shareholder(s) or /their proxy with this attendance slip will be allowed entry to the meeting. Duplicate slips will not be issued at the entrance.
CALIFORNIA SOFTWARE COMPANY LTD.
Regd. Office: Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100 | Phone:+ 91-44-4282 9000 Fax:+91-44-4282 9012
Proxy Form
Regd. Folio No. (Physical) / I.D. No (Demat). ………………………………………………
No. of Shares held………………………………………...
I / We …………………………………………………………………… .residing at ……………………………………………… ……………………………………………......... being a Shareholder/(s) of CALIFORNIA SOFTWARE COMPANY LIMITED hereby appoint……………………………………………………………………..of .............................................................or failing him / her …………………………………………of…………………………………………………………………. as my/our Proxy to attend and vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held at Robert V Chandran Tower, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100 at 10.00 a.m. on Friday, September 17, 2010 and at any adjournment thereof.
Signed at ………………………. …this ……………………….day of………………….. 2010
NotesThe form should be signed across the stamp as per specimen signature registered with the Company.
The Proxy Form duly completed must be deposited at the office of the Share Transfer Agents of the Company not less than 48 hours before the time fixed for holding the aforesaid meeting.
The proxy need not be a shareholder of the Company.
&
&
&
AffixRevenueStamp
Please tear here -
Company Secretary & Compliance Officer
Jitendra Kumar Pal
Auditors
Consolidated & Standalone
Tomy & FrancisChartered Accountants
Main Bankers
Canara Bank
Stock Exchanges listed on
National Stock Exchange of India LimitedThe Bombay Stock Exchange Limited
For demat & share transfer enquiries - Registrars and share transfer agent
Integrated Enterprises (India) Ltd.(Unit: California Software Co. Ltd.)
nd2 floor, Kencees Towers, 1, Ramakrishna Street, North Usman Road, T Nagar, Chennai 600017 India Tel +91-44- 2814 0801 to 2814 0803Email sureshbabu@iepindia.com
Board of Directors
Clyde Michael Bandy Chairman
S. (Sam) Santhosh Managing Director & CEO
Jerome Lazatin Lorenzo Non-Executive Director
Dan George Peterson Non-Executive Director
Dr. P. J. George Independent Director
S.Santhanakrishnan Independent Director
At a Glance
California Software Company Limited (Calsoft) is a global Outsourced Product Engineering & Enterprise Solutions company with a strong background in consulting, development and implementation.
Founded
1992
Headquarters
Chennai, India
Employees
1000+
Stock symbol
NSE (cali.ns), BSE (cali.bo)
Chief executive officer
S. (Sam) Santhosh
Web site address
www.calsoftgroup.com
Headquarters
Robert V Chandran Tower, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai 600 100, India.
Phone +91 44 4282 9000 | Fax+91 44 4282 9012
Corporate Information
Realize Your Ideas
Contents
Corporate Profile 02
Board of Directors 04
Leadership Team 05
Letter to the Shareholder 06
Financial Highlights 08
Directors’ Report 10
Annexure to Directors’ Report 13
Corporate Governance Statement 14
Confirmation on Code of Conduct 16
Management's Discussion and Analysis 17
Consolidated Financial Statements 21
Standalone Financial Statements 45
Shareholder Information 65
Frequently Asked Questions 67
Calsoft Annual Report 2009 - 2010|
Company Profile
About Us Our OfferingsFounded in 1992 and headquartered in Chennai; California Software Product Engineering Services
Company Limited (Calsoft) is a global Outsourced Product Engineering Calsoft Labs is the technology arm of the Calsoft group and provides & Enterprise Solutions company with a strong background in consulting, outsourced product engineering services to both established development and implementation. With revenues exceeding $40 Million, companies and start ups. Calsoft employs over 1000 people in 11 locations worldwide.
Calsoft Labs has focused on providing high end solutions and services The Calsoft group has three Business Divisions: Calsoft Labs, Enterprise to Network Equipment Manufacturers, Independent Software Vendors Solutions and Strategic Investments.(ISVs), Computer Hardware and Peripherals, Industrial Automation
companies, Automotive Electronics companies and Mobile, Multimedia Our Businessand Consumer Electronics (MMC) companies. Calsoft Labs is one of the Inorganically the group has grown by partnering or acquiring companies very few product engineering services companies to specialize in three that compliment our existing product and services portfolio, help expand niche areas of Networking and Datacom, MMC/Embedded Systems our customer base and enable us to enter new markets. The key drivers and ISVs.for our organic growth has been our ability to build stronger relationships
with existing clients, acquiring new clients through planned growth and Our full life cycle of services include product development, testing & QA, strategic partnerships in the markets and domains that we operate in. sustenance engineering, embedded hardware design and embedded
software development. Business Divisions
Calsoft labs has over 150 satisfied customers. The key customers in this Calsoft Labs
divison includes Radware, IXIA, Healthland, Kronos etc.,
Calsoft Labs has formed strategic and technology partnerships with key Inatech
global technology providers like Phoenix Technologies, Adobe and IXIA.
InatechCalsoft Strategic Investments
Inatech assists business organizations derive maximum value out of
technology investment through business solutions. As an Oracle
Certified Global Platinum Partner Inatech works with enterprises that are Markets
re-engineering their processes and are adapting to rapid change.
The key focus areas for the Inatech group are:
Managed Services
Consulting & System IntegrationStrategic Investments
Technology Strategy & Planning
Business Process EnablementC
Joint Ventures
¡
¤ Product Engineering Services
¡
¤ Consulting and System Integration
¡
¤ Identify, invest and manage synergic acquisitions, partnerships and
joint ventures
¡
¤ America
¤ Europe¡
¤ Middle East¡
¡
¡¤ ePay.LLC., California, USA
¡¤ Aspire Communications, Mysore, India
¡
¤ Calspence Technologies Private Limited, Colombo, Sri Lanka
Calsoft Annual Report 2009 - 2010|
02 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 03|
+ Our own campus at Pallikaranai,
Chennai with state-of-the-art
infrastructure. The facility can
accommodate 2000 Software
Engineers.
Our range of services include Strategic & Operational Business Aspire Communications, India – A leading technology driven
Consultancy, Implementation, RICE Components, Testing, Technical company focused on solutions in the areas of embedded hardware
Architecture, Product development, Training, Managed Services, design, product re-engineering, outsourced product manufacturing,
License Management and Migration. The Enterprise division also has device drivers’ development, RTOS porting and application software
expertise on the Commodities Supply chain segment. development. Calsoft has a 51% stake.
It provides these services across multiple industry segments: Finance & ePay (CNHC LLC) - Based in CA, USA; this is a strategic investment
Banking, Communications, Manufacturing, Services, Retail & of Calsoft. The company operates in the healthcare space and offers
Distribution, Healthcare, Engineering & Construction, Govt. & Public patients a one-stop web service for healthcare payments. Calsoft
Sector, Logistics & Transportation and Energy. holds a 51% stake in this company.
Inatech has over 100 satisfied customers. The key customers in this Calspence - Calspence the joint venture company between Calsoft
divison includes Phones4U, HDNL, TDIC, AP Moller etc., and Aitkin Spence (www.aitkenspence.com) will leverage on the IT
strengths of Calsoft and the domain expertise of AS to come up with Calsoft Strategic Investments
solution offerings for a global market. Calsoft has a 50% stake in this The focus of this Business Division is to identify, complete and manage
company.synergic acquisitions, partnerships and joint ventures. The strategic arm
Calsoft will continue its strategy of specialization in niche areas and identifies companies in the same eco system that compliments our
segments with a focus on geographical expansion. Its inorganic product and services portfolio and would further fuel our growth.
strategy will focus on achieving this by taking minority stakes in niche Current strategic investments and partnerships include:
companies. It is also looking to partnerships and joint ventures that will
leverage the expertise and strengths of both the partnering companies
to create more business value.
¡
¡
¡
Board Of Directors
Calsoft Annual Report 2009 - 2010|
04 Realize Your Ideas|
Clyde Michael BandyChairman
S.SanthanakrishnanIndependent Director
S. (Sam) SanthoshManaging Director& CEO
Dan George PetersonNon-Executive Director
Prof. P. J. GeorgeIndependent Director
Jerome Lazatin LorenzoNon-Executive Director
Leadership Team
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 05|
Sai SatyamCFO
Ramandeep SinghCTO
Head - Calsoft Labs
Dan George Peterson CEO
ePAY. LLC
Dr. Mahesh RaoCEO
Aspire Communications
Chris D.BakerCEO
Head - Inatech
S. (Sam) SanthoshManaging Director & CEO
Letter to the Shareholder
It gives me immense pleasure to present the achievements of Calsoft for Strategic Investment:the financial year 2009-10.
ePay.LLC: We have made a 51% investment in ePay Healthcare a
California based company. The company operates in the healthcare I am very happy to report that our revenues came in at Rs. 200.50 crores, space and offers patients a one-stop web service for healthcare and our operating profit was Rs. 11.29 crores. Profit after tax increased payments. by a phenomenal 257% year-on-year increase to touch Rs. 35.68 crores,
versus last year’s loss of Rs. 22.74 crores.Informed Decisions Corporation: We successfully sold our strategic
investment subsidiary, Informed Decisions Corporation (IDC) in which Acknowledging our significant profits the Board of Directors has we had a 51% stake through CSWL (a 100 % subsidiary) on 17th Nov recommended a dividend of 20% for the financial year ended 09-10. The 2009. The deal was a 100% buyout and the buyer, Higher One, is a US total outflow on account of the dividend and allied distribution tax is Rs. based privately owned financial services and Payment Company.2.89 crores.
American HealthNet: During the year the assets of one of our Strategic Business Units:Investment co, American Healthnet was sold to a competitor
Calsoft Enterprise: The group's business unit Calsoft Enterprise Healthland. The buyer Healthland is a key player in the healthcare
Solutions will henceforth be known as Inatech a Calsoft Company. industry in the USA. Calsoft has an offshore development center for
Calsoft has appointed Chris Baker to the role of CEO, responsible for Healthland in its Chennai office and continues to provide technology
driving growth in Europe, America, the Middle East and India. and development support to Healthland.
Calsoft Labs: The unit has consolidated its business after the downturn
and has moved into a growth trajectory mode again. Its ODC for
Healthland has grown to a 50 member team over the past year.
Dear Shareholder,
Greetings!
From the CEO’s Desk
Calsoft Annual Report 2009 - 2010|
06 Realize Your Ideas|
Glencore International AG takes 51% stake in our parent Strategic Focus and Company ValueCompany Kemoil Corporation
Our strategic investment group has seen a good amount of traction in
51% shareholding of our parent Company Chemoil Corporation has the last year in terms of return on existing investments. In the case of
been acquired by Singfuel Investment Pte Ltd. (an indirect wholly owned Calsoft the parts are more valuable than the sum and as we move to the
subsidiary of Glencore International AG). In pursuant of this process , an next level we will try and generate more value through our independent
open offer was made by Singfuel Pte Ltd. to the shareholders of business units Calsoft Labs, Inatech and strategic investments.
California Software Limited; other than Chemoil Corporation at the price I thank our investors, customers, employees and all other key
of Rs. 45.03 per fully paid up equity share. stakeholders for the continued support and patronage.
New Accounts
In 2009-10 we added marquee customers like Radware, Healthland,
S. (Sam) SanthoshHigher One and TDIC. Our existing bigger accounts like Kronos, IXIA,
AP Moller Maersk and Phones4U continue to give us repeat business. Managing Director
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 07|
Consolidated Basis Standalone Basis
March 31 March 31 March 31 March 31 March 31 March 31
2010 2009 2008 2010 2009 2008
FOR THE YEAR ENDED
Total revenues 200.5 268.68 236.39 90.06 81.32 69.08
Operating profit 11.29 (4.92) 26.15 23.17 7.45 12.6
Profit Before Taxes 59.98 (25.09) 21.2 8.26 (5.50) 10.55
Net Profit after taxes and adjustments 35.68 (22.74) 15.47 5.29 (8.05) 7.25
Net Profit as % of Revenues 17.80 NA 6.54 5.87 NA 10.48
AS AT END OF THE YEAR
Fixed assets (Net) 140.95 143.29 111.67 85.23 90.9 78.15
Cash & Bank balances 22.9 40.31 56.48 5.44 2.36 7.71
Share Capital 12.36 12.36 12.36 12.36 12.36 12.36
Total Shareholder fund 109.15 83.41 103.82 100.98 98.58 106.63
Total loan Funds 79.09 92.78 73.23 65.38 79.24 64.52
SHARE RELATED DATA
Earning per share
Basic (Rs) 28.86 (18.39) 13.94 4.28 (6.51) 6.53
Diluted (Rs) 28.86 (18.39) 13.94 4.28 (6.51) 6.53
Dividend per Equity Share (Rs) 2 NIL 1 2 NIL 1
Dividend % 20% NIL 10% 20% NIL 10%
Book value per share (Rs) 88.27 67.46 83.97 81.66 79.72 87.05
Market capitalization - Rs in crores 52.18 17.43 102.62 52.18 17.43 102.62
(Based on Share Price-NSE - 31st March,2010)
*Dividend paid on enhanced capitalPrevious Year's figures have been reclassified to conform to current years figures wherever applicable
(All figures Rs. in Crores, unless mentioned otherwise)
Financial Highlights
Calsoft Annual Report 2009 - 2010|
08 Realize Your Ideas|
Financial HighlightsB
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Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 09|
0
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2008 2009 2010
236.39
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2008 2009 2010
Consolidated
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2008 2009 2010
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2008 2009 20100
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Directors’ Report
I) Consolidated Results Dividend
Your Directors recommend a final dividend of 20% (Rs.2 per equity shares During the year, your Company on a consolidated basis with all its
of Rs.10/- each) to be appropriated from the profits of the year 2009-10 subsidiaries earned total revenue of Rs.200.50 Crores as against Rs.268.68
subject to the approval of the shareholders at the ensuing Annual General Crores earned during the previous year. The EBITDA during the year is
Meeting. Rs.11.29 Crores as against a loss of Rs (4.92) Crores for the previous year.
The register of members and share transfer books will remain closed from After taking into account the tax provisions and adjustments for minority
14th September 2010 to 17th September 2010 (both days inclusive). Our interest, prior period adjustments and extraordinary items if any, the profit
Annual General Meeting has been scheduled for 17th September 2010.for the year is Rs.35.68 Crores as against a loss of Rs.(22.74) Crores of the
previous year. The results of operations of acquired subsidiaries have been Transfer To Reservesconsolidated into the accounts.
We propose to transfer Rs. 40,00,000/-(7.5% of the net profit of standalone
II) Standalone Results operations for the year) to the general reserve.
During the year, your Company on a standalone basis earned total revenue Businessof Rs. 90.06 Crores as against Rs. 81.32 Crores earned during the previous
Your company is primarily engaged in business of providing IT services and year – an increase of Rs. 8.74 Crores (a growth of approx 10.75%).
solutions to its customers in US, Europe, Middle East and India. The The EBITDA during the year is Rs.23.17 Crores as against Rs.7.45 Crores of financial results of the Company both on standalone and consolidated the previous year an increase of 15.72 Crores. have been encouraging despite the challenges faced in terms of
After taking into account the tax provisions and adjustments, the profit for unfavorable currency movements and tight business conditions in our
the year was Rs.5.29 Crores as against a loss of Rs.(8.05) Crores for the primary markets of US and Europe. On standalone basis, vastly improving
previous year. margins despite moderate increase of revenue bear testimony to
improvements in our delivery practices and the strategy of focusing on
existing customers to deliver higher value. Our consolidated revenues
showed a drop but profit margins have shown considerable improvement
on a year over year basis.
Dear Shareholders,
Your Directors have pleasure in presenting their Report on the Business & Operations of your Company and its working results
for the year 2009-10.
Calsoft Annual Report 2009 - 2010|
All figures in Rupees Crores except EPSFinancial Results - Highlights
*Note: Previous year's figures have been reclassified wherever necessary to conform to current year classification.
Consolidated Standalone
Year ended Year ended Year ended Year ended
Details March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009
Total Revenues 200.50 268.68 90.06 81.32
EBITDA 11.29 (4.92) 23.17 7.45
Interest & Finance Charges 11.40 8.35 8.87 6.87
Depreciation & Amortization 10.54 9.81 6.04 6.09
Profit before Tax 59.98 (25.09) 8.26 (5.50)
Provision for Taxation
Current Tax 15.48 1.80 1.37 1.17
Deferred Tax 8.81 (4.17) 1.60 1.38
Profit after tax (PAT) 35.68 (22.74) 5.29 (8.05)
Surplus available for appropriation 36.77 1.41 21.99 16.70
Appropriations
Dividend Proposed 2.47 0.17 2.47 Nil
Dividend Distribution Tax 0.42 0.06 0.42 Nil
Transferred to General reserve 0.40 0.08 0.40 Nil
Balance Carried to Balance sheet 33.48 1.09 18.70 16.70
Paid-up Equity Share Capital 12.36 12.36 12.36 12.36
Earning per share for the year (Rs)
i) Basic 28.86 (18.39) 4.28 (6.51)
ii) Diluted 28.86 (18.39) 4.28 (6.51)
Results of Operations
10 Realize Your Ideas|
Review of Subsidiaries Capital Market Developments
The market capitalizations of your Company stood at Rs.52.18 crores as on I - CSWL, Inc. USA and its subsidiariesMarch 31, 2010, based on the closing quotations on the National Stock
CSWL Inc and its subsidiaries earned total revenue of US$ 24.55 million Exchange.
(equivalent to Rs.109.73 Crores approx) on a consolidated basis during the
Open Offeryear, compared to US $ 37.01 million (equivalent to Rs.171.43 Crores)
achieved during the previous year. Singfuel, a Company incorporated in Singapore has made an Open Offer
pursuant to Regulation 10 and 12 of the SEBI (SAST) Regulations, The subsidiary reported a net consolidated profit of US$ 6.92 million -consequent upon the consummation of the Global Acquisition of Chemoil approx Rs.32.56 Crores as compared to net consolidated loss of US$ 4.9 by the Acquirer, resulting in an indirect acquisition of your Company. Your million (equivalent to Rs. (22.64) Crores) last year. Company is an indirect subsidiary of Chemoil. Chemoil, through its wholly
CNHC LLCowned subsidiary, Kemoil holds 66.04% of the equity shares. The open offer
CNHL LLC was incorporated on September 30, 2009 and doing business was being made by the Singfuel to the public shareholders of the Company
as (dba) ePAY Healthcare, wherein our Subsidiary Company i.e CSWL to acquire 24,73,002 equity shares, being 20% of the share capital. The
holds 51% stake. ePAY Healthcare is an electronic payment processing and open offer was being made at a price of Rs.45.03 per fully paid up equity
a service portal solution for healthcare organizations. ePAY Healthcare shares. The open offer was opened from 22nd April 2010 to 11th May 2010.
partners with health care organizations to provide patients with convenient 3,27,703 shares were tendered during the open offer.
self service options to view and pay health care statements on line. The
Divestment Of Stake In Informed Decisions Corporation simple and secure online portal reduces the ambiguity patients encounter
with paper statements and leads to faster payments. ePAY Healthcare is Inc (IDC)
powered by CASHNet technology. During the year, your Company has successfully concluded the sale of it
strategic investment subsidiary, Informed Decisions Corporation Inc (IDC) The results of existing subsidiaries HealthNet International Inc., Aspire Soft, in which it had a 51% stake through CSWL Inc (a 100% Subsidiary). The International Innovations Inc, Waldron Ltd and CNHC LLC. are included for buyer, Higher One, was a US based privately owned financial services and the full year under review. payment company that enables institutions of higher education to
II - Inatech Infosolutions Pvt. Ltdstreamline business processes while improving student services.
The consolidated results of Inatech including its wholly owned UK (http://www.higherone.com/).
subsidiary and UK Subsidiary's subsidiary Inatech Egypt have been taken The deal was a 100% buyout, in which Higher One bought all of the stock of
into the Company's consolidated results. IDC. The sale transaction reflects a gain of $8,587,822(Rs 42.80 Crore), net
Inatech on a consolidated basis reported revenues of Rs.70.09 Crores and of income taxes. The agreement further provides incentives by which CSWL
profit after tax of Rs.(0.71) Crores against the consolidated reported could earn an additional $4.5Mil (Rs 21.20 Crore) if certain sales goals are
revenues of Rs.61.59 Crores and profits after tax of Rs. 1.29 Crores. met. As these potential future earnings are contingent in nature, they have
IV - Aspire Communications Pvt, Ltd not been reflected in the current year financial statements.
The Consolidated results of Aspire including its wholly owned Subsidiary Joint Venture With Aitken Spence Plc, Colombo
Aspire Peripherals Limited have been taken into Company's Consolidated During the year under review your Company and Aitken Spence PLC,
results for the full year. Colombo, have embarked on a Joint Venture initiative based in Colombo,
Aspire on a consolidated basis has reported revenues of Rs.5.11 Crores SriLanka. Aitken Spence is a conglomerate with major interest in Hotels,
and net profit of Rs0.03 Crores against the consolidated reported revenues Travel and Tourism, Logistic Solutions, Power Generation, Plantation,
of Rs 6.08 Crores and net profit of Rs.1.15 Crore of the previous year.Insurance, Financial Services, IT, Printing and Garments, with an annual
V - EastPoint Solutions Limited turnover of more than Rs.27.5 Billion. The joint venture company is called
“CALSPENCE TECHNOLOGIES PRIVATE LTD”. The joint venture company This company was incorporated as a wholly owned subsidiary in the year
was established to provide Information Technology business, specializing 2007 in order to make appropriate foray in Business Process Outsourcing
in the Hospitality sector. As on date the Company is yet to commence any area (BPO) either on start up basis or with suitable investments
commercial activity and there are no revenues or profits for the period /acquisitions of existing companies in this space. As on date the Company
ended March 31, 2010. is yet to commence any commercial activity and there are no revenues or
profits for the period ended March 31, 2010. Directors
Consolidated Results Publication Mr. Jerome Lazatin Lorenzo was appointed on 29th October 2009 as an
Additional Director of the Company. Mr. Jerome has vast experience in the In terms of approval by the Central Government under Section 212 (8) of the
field of Finance and Treasury function and is the Chief Financial Officer of Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss
Chemoil Group. He will hold office up to the date of the ensuing Annual Account, Report of the Board of Directors and the Report of the Auditors of
General Meeting. Mr. Jerome Lazatin Lorenzo is an independent Director.the above subsidiary companies have not been attached with the Balance
Sheet of the Company. The Company will make available these documents The Company has received notice under Section 257 of the Companies upon request in writing to the Company Secretary at the Registered Office Act, 1956 from a member proposing Mr. Jerome Lazatin Lorenzo for of the Company by any member of the Company interested in obtaining the appointment to the office of Director liable to retire by rotation.same.
Board of Directors vide its meeting held on 31st March 2010 re-appointed However, as required under the Listing Agreements with the Stock Mr. S. Santhosh as Managing Director of the Company for a further period of Exchanges, the Consolidated Financial Statements of the Company and all five years with effect from 08th May 2010. Mr. S. Santhosh re-appointment its Subsidiaries as prepared in accordance with Indian GAAP is enclosed had been approved by members at the extra-ordinary general meeting held and form part of the Annual Report and Accounts. on 05th May 2010.
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 11|
As per Article 121 of the Articles of Association Mr. Dan George Peterson Conservation of energy, technology absorption, foreign retires by rotation in the forthcoming Annual General Meeting and being exchange earnings and outgoeligible offers himself for re-appointment. The particulars as prescribed under sub-s ection (1) (e) of section 217
of the Companies Act, 1956, read with the Companies (Disclosure of Auditorsparticulars in the report of Board of Directors) Rules, 1988, are set out in the The statutory auditors for Standalone financials, M/s Price Waterhouse, Annexure forming part of this report.Chennai, Chartered Accountants, resigned during the year and M/s Tomy &
Francis, Trichur, Chartered Accountants has been appointed. The auditors Directors' Responsibility statementM/s Tomy & Francis, Chartered Accountants retire at the ensuing Annual Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, General Meeting and have confirmed their eligibility and willingness to the Directors confirm that: accept office, if re-appointed.
+ In the preparation of the Annual Accounts for the year under report, the Deposits applicable accounting standards have been followed;
We have not accepted any fixed deposits and as such no amount of + Appropriate accounting policies have been selected and applied
principal or interest was outstanding as of the Balance Sheet date. consistently and have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state of Corporate Governanceaffairs of the Company as at March 31, 2009; Your Company has been practicing the principles of good Corporate
Governance. A detailed report on Corporate Governance is given as + Proper and sufficient care has been taken for the maintenance of
Annexure to this Annual Report adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company Certificate of the Auditors regarding the compliance with the conditions of and for preventing and detecting fraud and other irregularities;Corporate Governance as stipulated in Clause 49 of the Listing Agreement
is also given in the Annual Report. + The Annual Accounts have been prepared on a Going Concern Basis.
Human Resource Management Acknowledgement
Employees are our vital and most valuable assets. We have created a Your Directors take this opportunity to thank the customers, shareholders,
favorable work environment that encourages innovation and meritocracy. suppliers, bankers, business partners/ associates and Government and
regulatory authorities in India and other countries of operation for their The total number of our Head Count as of 31st March 2010 was 945 as consistent support and encouragement to the Company and look forward against 949 as on March 31st 2009. to their continued support during the coming years. Your Directors place on
Our annual attrition for the year 2009-10 was 25.24% as against 19.7% in the record their appreciation for the valuable contribution made by the
year before. Despite the recession prone economy, we were able to retain employees at all levels.
the best industry talent.
For and on behalf of the Board of DirectorsIn 2010-11, your company will continue to focus on introducing policies,
practices & systems in the area of performance management, recognition, Chennai Dr. P. J. George S. Santhosh
talent management & talent engagement. June 23, 2010 Director Managing Director
Particulars of Employees
In terms of the provisions of section 217(2A) of the Companies Act 1956,
read with the Companies (Particulars of Employees) Rules 1975 as
amended, the names and other particulars of the employees are required to
be set out in the Annexure to the Directors' Report and form part of this
report as Annexure. However, as per the provision of the Section 219 (1) (b)
(iv) of the said Act, the Annual Report excluding the aforesaid Annexure
information is being sent to all the members of the Company and others
entitled thereto. Members who are interested in obtaining such particulars
may write to the Company Secretary at the Registered Office of the
Company for the same.
Calsoft Annual Report 2009 - 2010|
12 Realize Your Ideas|
Particulars pursuant to Companies (Disclosure of Particulars in d. Expenditure incurred
the Report of Board of Directors) Rules, 1988 The expenditure is mainly in the form of salaries and benefits to the
employees involved, which are charged to the revenue account.1. Conservation of Energy3.Technology Absorption, Adaptation and InnovationThe operation of your Company does not consume high levels of energy.
Adequate measures have been taken to conserve energy wherein your Your Company uses the latest technology available in its operations. Your
Company uses the latest technology and energy efficient equipment. As Company continues to keep its thrust in modern technology applications.
energy cost forms a very small part of total costs, the impact on costs is not 4. Foreign exchange earnings and outgo for the year ended
material.March 31, 2010
Energy Conservative Initiatives:
Power Saving:
This year we devoted considerable attention on methods and approaches
to conserve power. Significant steps taken in this regards include the
following:-
+ Turning off monitors during weekends.For and on behalf of the Board of Directors
+ Hibernation of Desktops and notebook computers when not in use.
+ Turning-off lights in all floors during non-working hoursChennai Dr. P. J. George S. Santhosh
+ Operating only 1 lift after 7 PMJune 23, 2010 Director Managing Director
+ Turning-off the Air Conditioners during non-peak hours and weekends
Water Conservation:
There has been increasing awareness of the need to conserve water both in
usage practices and in securing our sources. Some steps that helped to
create an impact include the following:-Auditors' Report on Corporate Governance
Turning-off lights in all floors during non-working hours
To+ Sensors in toilets to optimize water usage
The Board of Directors,+ Sewage Water treatment Plant to recycle water California Software Co. Ltd.
+ Rain water harvesting being planned.
We have examined the compliance of conditions of Corporate Governance Pollution Control & Reporting:by California Software Company Limited for the year ended on 31st March, Towards achieving better environmental standards, regular checks on air 2010 as stipulated in Clause 49 of the listing agreement of the said quality, monitoring of noise levels and monitoring of fuel stock is being Company with the Stock Exchanges. The compliance of conditions of carried out at RVC Tower.Corporate Governance is the responsibility of the management. Our
2. Technology Absorption examination was limited to the procedures and implementation thereof, Technology is witnessing rapid change. We proactively and continuously adopted by the Company for ensuring the compliance of the conditions of invest in developing technology building blocks and solution frameworks Corporate Governance. It is neither an audit nor an expression of opinion on which add value to our customers business. the financial statements of the Company.a. Research & Development
In our opinion and to the best of our information and according to the Your Company continually invests in research and development ensuring a
explanations given to us, we certify that the Company has complied with the high level of technical competence. Research and Development refers to
conditions of Corporate Governance as stipulated in the above mentioned + General Software Development which includes adoption of new
listing agreement.technologies, process improvement etc.
We state that no investor grievances are pending for a period exceeding + Continuous development & innovation in the Software Development
one month against the Company as per the records maintained by the Life Cycle process
Shareholders’/Investors’ Grievance Committee.+ Continuously improving the existing products
We further state that such compliance is neither an assurance as to the b. Benefits Derived
future viability of the Company nor the efficiency or effectiveness with which Your Company achieved a higher degree of methodology standardization
the management has conducted the affairs of the Company. in handling software projects. The results will help the Company in
leveraging these learnings into developing better solutions for its clients. FOR TOMY & FRANCIS
This will also internally improve the Company's quality and productivity and Chartered Accountants
provide it the competitive edge. Chennai K.J. TOMY, B Sc., F.C.Ac. Future Plan of ActionJune 23, 2010 PartnerYour Company plans to strengthen its R&D activities in product and
Membership No 22768application development areas and absorption of new technologies.
Annexure to Directors' Report
(Rs in Crore)
2010 2009
Foreign exchange earnings 84.35 72.58
Foreign exchange outgo 17.61 20.83
(including capital goods and imported software packages)
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 13|
Corporate Governance Statement
Company’s philosophy on code of governance b. Composition of the Committee:
The Company is committed to good corporate governance and provides The current composition is:
detailed information to its shareholders on various issues concerning the Dr. P. J. George, Chairman
Company’s business and financial performance. The Company is in Dan George Peterson, Member
compliance with the mandatory requirements of the revised guidelines on S.Santhanakrishnan, Member
corporate governance stipulated under Clause 49 of the Listing Agreement c. Meetings and attendance during the year:with the Stock Exchanges. The Committee held five meetings, on 30th June 2009, 31st July 2009; 29th
Board of Directors October 2009; 26th January 2010 and 31st March 2010. .All the meetings
Composition and category of Directors as on March 31, 2010 were attended by atleast two of its members. The statutory auditors of the
Company were also invited to attend the Audit Committee meetings.
Compensation Committee
a. Brief description of terms of reference:
The Committee is to recommend to the Board regarding remuneration to be
paid to the Board members and the grant of Stock Offers and Options to the
employees based on an evaluation of their performance, potential for future
contributions, commitment shown to work, conduct and such other factors b. Number of Board meetings held during the financial year and the as may be specified.dates on which held:
b. Composition of the committee:
Current composition is
Dr P J George, Chairman
S.Santhanakrishnan, Member
c. Meetings and attendance during the year:
The Committee held 1 meeting during the year, which was attended by all its
members.c. Attendance of each Director at the Board meetings and the last AGM:
d. Remuneration policy:
The remuneration policy of the Company is to adequately compensate, by
way of salary and stock options, to motivate and retain all key employees
and officers of the Company.
Audit Committee
a. Brief description of terms of reference:
The Audit Committee is responsible for effective supervision of the financial
reporting process and ensuring financial and accounting and internal
controls and compliance with financial policies of the Company . The
committee will periodically interact with the statutory and internal auditors,
review with the management the Company’s financial and risk
management policies and adequacy of internal controls. The committee
will mandatorily review the Quarterly and Annual financial statements before
they are submitted to the Board for approval. The committee will also
recommend the appointment and removal of statutory auditors and internal
auditors.
Calsoft Annual Report 2009 - 2010|
Category No. of Directors %
Founder Director 1 16.67
Non-executive Directors 3 50
Independent Non-executive Directors 2 33.33
Total 6 100.00
No. of meetings Dates on which held
7 12th June 2009; 30th June 2009; 31st July 2009,
28th August 2009, 29th October 2009,
26th January 2010 and 31st March 2010.
Sl. No. Name of the No. of Board Attendance
Directors meetings at the last AGM
Attended (Yes/No)
1 Clyde Michael Bandy 2 Yes
2 S. Santhosh 6 Yes
3 Dr P J George 7 Yes
4 Dan G Peterson 2 Yes
5 S.Santhanakrishnan 7 No
6 Jerome Lazatin Lorenzo 1 Not applicable
(inducted from 29th October 2009)
14 Realize Your Ideas|
b. Details of non-compliance by the Company, penalties, strictures Investor Grievance Committeeimposed on the Company by Stock Exchange or SEBI or any statutory a. Constitution of the Committee: authority on any matter related to capital markets, during the last three Dr P J George, Chairman years.
Mr.S.Santhanakrishnan, Member NIL
b. Name & designation of the compliance officer:
Means of communication Mr. Jitendra Kumar Pal
a. Half-yearly report sent to each household of shareholders:c. Number of shareholders’ complaints received, number not solved to The unaudited financial results of the Company for the half-year ended the satisfaction of shareholders and the number of pending share September 30, 2009, including a summary of significant events in the half-transfers: year were sent to all shareholders of the Company.The details are provided in the “Shareholder Information” section of this
b. Quarterly results – which newspapers normally published in; any report.website, where displayed; whether it also displays official news
General Body Meetings release; and the presentations made to institutional investors or to the
analysts:a. Location and time where last three AGMs were held:
The quarterly results are normally published in leading newspapers like
Business Standard (in English) and Makkal Kural (Tamil) as statutorily
required The financial results are posted on the Company’s website
www.calsoftgroup.com . The website also displays all official news
releases. As & when presentations are made to institutional investors/
analysts, the same will also be posted on the Company’s website.
c. Whether Management Discussion and Analysis is a part of the
Annual Report or not:
Yes - forming part of the Annual Report
d. General Shareholder Information:b. Whether special resolutions were put through postal ballot last year,
details of voting pattern, person who conducted the postal ballot The details are provided in the “Shareholders Information” Section exercise and procedure for postal ballot: of this reportNo special resolution was put through postal ballot last year.
Disclosures
a. Disclosures on materially significant related party transactions i.e.
transactions of the Company of a material nature, with its promoters,
the Directors or the management, their subsidiaries or relatives etc.
that may have potential conflict with the interest of the Company at
large:
The details as applicable are provided under the paragraph “Related party
transactions” in the “Notes on Accounts’ in Financial statements.
e) Details of remuneration paid to Directors during the year 2009-2010: in Rs.
Sl Name Designation Salary Performance Commission Total Notice Severance No. of Remarks
No Incentive Period fee Options
1 Clyde Michael Bandy Chairman NIL NIL NIL NIL NIL NIL NIL NIL
2 S. Santhosh Managing NIL NIL NIL NIL 6 months NIL NIL He drew Salary from
Director CSWL Inc., a wholly owned
subsidiary of the Company
in the U.S
3 Dan G Peterson Director NIL NIL NIL NIL NIL NIL NIL NIL
4 Dr. P J George Director NIL NIL NIL NIL NIL NIL NIL Sitting fees were paid for
Board and committee
meetings attended
5 S. Santhanakrishnan Director NIL NIL NIL NIL NIL NIL NIL Sitting fees were paid for
Board and committee
meetings attended
6 Jerome Lazatin Lorenzo Director NIL NIL NIL NIL NIL NIL NIL NIL
Year Date Venue Time
2006-2007 Aug 22, 2007 Tidel Park Auditorium,
4, Canal Bank Road,
Taramani, Chennai-600113 4:30 p.m
2007-2008 Aug 29, 2008 Same as above 3.00 p.m.
2008-2009 Aug 28, 2009 Robert V Chandran Tower, 149,
Velacherry Tambaram Main Road,
Pallikarnai, Chennai-600 100 11.00 a.m
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 15|
Confirmation on Code of Conduct
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT
ToThe Members,
California Software Co. Ltd.,
This is to declare that the Code of Conduct adopted by the Company for the Board of Directors and the Senior Management Personnel of the Company have
been complied with by all the members of the Board of Directors and all the Senior Management Personnel of the Company. The full text of the Code adopted
is available on the Company’s website.
S. SanthoshDate: June 23, 2010 Managing Director
Calsoft Annual Report 2009 - 2010|
16 Realize Your Ideas|
c) As the recession will impact investment made in IT infrastructure, a. Industry Structure and DevelopmentsCalsoft’s direct revenue and indirect revenue streams may be The year 2009 – 2010 was been very challenging for the entire Indian IT impactedServices industry. With customer IT spending staying mostly flat or showing
In every challenge lies an opportunity. Today’s enterprises are looking for a decline, the focus among client organizations was on diving efficiencies
solutions that can help them reduce their operational cost and derive into their existing IT systems, and pursue projects that higher levels of
maximum value from their IT spend. According to industry analysis like guaranteed return on investments and quicker payback.
Forrester, enterprises are looking for help making the move from a Time & According to NASSCOM, the IT industry growth rate for financial year 2009-Material model of engagement to a managed services model which not only 10 has been estimated at 5.5 percent. However, for the next financial year, help in driving down costs but also ensures that the projects are more 2010 – 11, NASSCOMM has given healthier projections for IT services outcome oriented. The industry has been talking about this changed exports to grow between at 13 percent to 15 percent. They have forecasted business, engagement and pricing models for some time now. However, the Indian market to grow between 15 percent to 17 percent.they are fast becoming a reality. Further, enterprises are prioritizing at
Customer’s perception of outsourcing has undergone a distinct and projects that involve application consolidation / rationalization and those
perceptible change. They are increasingly looking at outsourcing as a tool which are collaborative and high impact solutions that enhance
to meet their ever changing and dynamic business environment. IT budgets productivity.
are subject to high levels of scrutiny to ensure alignment to their overall In the customer segment of Software Product companies who outsource business strategy. Customers are seeking partners with mature process, their products development to offshore outsourcing companies, there has financial stability and a demonstrated track record in not only delivering cost been a growing preference for engagement modes that align their costs savings but also those who show sustained and continuous improvements with activity levels (output). We have seen an increased level of activity in productivity.among product companies that are relatively new to offshoring – driven by
The year 2009 was the year of speculation and uncertainty brought in by the the need to complete in a challenging economy.
economic downturn which affected almost every economy in the world by With Calsoft’s proven track record in delivering solutions to product the year steadily opened up to be better than expected with good results companies, we are we poised to capitalize on the above trends in the from companies across the industry. The developments during the year, enterprise and product development markets.demonstrated India’s resilience and maturity, driven by sound
The financial upheaval that hit the developed markets last year threw up a macroeconomic fundamentals.
risk which the industry was not really exposed to earlier i.e. ‘Customer The native drivers for IT outsourcing, continue to be strong and we do not sustainability’. Constantly changing business priorities, merges, forsee significant threats to the outsourcing markets. The current recession acquisitions and consolidations of companies require IT service providers will stimulate changes in business process and changes in product to be quick and deliver according changing situations.development infrastructure, which will increase the opportunity for
Companies which are slow to react will get negatively impacted by risks on engineering services at the infrastructure or IT level and at the level of
account of failed projects, unhappy customers and in extreme cases business process execution. These changes will be driven by the need to
customer delinquencies. Further, with costs of delivery from near shore reduce costs by optimization of manufacturing process costs, competitive
locations closing up with that offshore, emergence of these centers sourcing of components and increasing integration between various
coupled with protectionist steps taken by developed economies faced with enterprise level systems.
the recession could threaten the growth prospects of this sector.b. Opportunities and threats
c. Segment wise performanceThe significant opportunities that Calsoft sees for growth and the
For the financial year under consideration, your company has reported achievement of its near term and long term goals are based on the
results of the business units viz Product Engineering Services, Enterprise following:
Solutions, Strategic Investments Solutions and Infrastructure Management a) Exploring innovating business models to move from the linear Services.model and make investments in intellectual property and hosted
The Company recognizes each of the business unit as its primary application
segments. The performances of these segments have been separately b) Calsoft Engineering service delivery model, combining deep domain reported in Note No.14 of Schedule 20 of the Consolidated Financial expertise in proximity locations coupled with process and task level Statements of the Company and Note No17 of Schedule 20 of the scalability in near-shore and off shore locations. As product standalone statements.manufacturers look to increase their competitiveness in the post-
recession economic scenario, Calsoft’s positioning will enable new d.Outlookand broader opportunities to the market. The Company has taken stock of the effect of industrial recession on
The main threats to the growth of the Company will come from: demand and has introduced steps to maintain margins.
a) Foreign exchange rate fluctuations. As the Company uses India as a As our industry moves towards exploring new frontiers, there are many major source of manpower, the exchange rate of the Rupee vis-à-vis reasons that will limit us and it is imperative for stakeholders to break out of the US Dollar and other currencies could affects its ability to the traditional mould that resulted in past successes and step up to the compete, and have short-term impact on profitability. aspirations of the future. This would need new business models, reinvented
service offering and an enabling environment supported by adequate levels b) Continued recession will lead to unplanned pressure on margins and
of infrastructure and talent.topline.
Management’s Discussion and Analysis
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 17|
We at Calsoft over the last year focused on our existing customer base as
the foundation for its growth. This Strategy has paid rich dividends. We have
been successful in growing the size of our existing teams working for our
existing customers, as well as branch into newer divisions within these
accounts, through ongoing investments in account management
capabilities.
e. Risks and concerns2. Operating Expenses
The risks that face the company are the ones that face the industry today Total operating expenses for the year ended 31st March 2010 was Rs
and these are monitored periodically. These risks include cut down in IT 189.22 crores as compared to Rs 273.60 Crores for the previous year.
budgets, volatility in currencies and withdrawal of tax benefits. Other risks Adjusted for sale of controlled subsidiary Informed decisions Corporation,
that are closely monitored are risks of client concentration, geographical total operating expenses were Rs 189.22 Crores as against Rs 196.4 Crores
spread, competition and financial stability of our customers.of the previous year. Operating expenses % on adjusted revenue was 95.4%
The risks and uncertainties include, but not limited to, risks and versus 105.4% of the prior year.uncertainties regarding fluctuations in earnings and exchange rates, the
3. EBIDTACompany’s ability to manage growth, intense competition in IT services
Earnings before tax, depreciation and amortization for the year ended 31st including those factors which may affect our cost advantage, wage
March 2010 was Rs 11.29 crores as compared to Rs (4.92) Crores for the increases, our ability to attract and retain highly skilled professionals, time
previous year. Adjusted for sale of controlled subsidiary Informed decisions and cost overruns on fixed price contracts, client concentration, restrictions
Corporation, total EBITDA was 4.2% of adjusted revenues for the fy 2010 as on immigration, our ability to manage our international marketing and sales
against (5.4%) of the previous year. operations, reduced demand for technology in our key focus areas,
4. Profit before Taxdisruptions in telecommunication networks, liability for damages on our Profit before tax was Rs 59.98 Crores for the year ended 31st March 2010 as service contracts and product warranty, the success of the companies in compared to a loss of (Rs 25.94 Crores) for the same period last year. The which the Company has made strategic investments, political instability, gain on account of the sale of subsidiary Informed decisions was Rs 69.57 legal restrictions on acquiring companies outside India, and unauthorized Crores.use of our and our customers’ intellectual property, the latter when in our
possession as well as general economic conditions affecting our industry 5. Profit after Tax
and repayment capability of customers in current market scenario. Profit after tax was Rs 35.68 Crores for the year ended 31st March 2010 as
compared to a loss of (Rs 22.74 Crores) for the same period last year. The f. Internal control systems and their adequacyprovision for tax for the current year was higher at Rs 23.2 Crores as against
Calsoft has deployed adequate Internal Control Systems (ICS) in place to a net tax benefit of Rs 2.35 Crores during last year.
ensure a smooth functioning of its business. The Control Systems provide a 6. Interest and Borrowings reasonable assurance of recording the transactions of its operations in all
Interest and finance charges for the year ended 31st March 2010 was Rs material aspects and of providing protection against misuse or loss of
11.4 Crores as against Rs 8.35 Crores for the same period last year. This company’s assets.
was mainly due to higher utilization of working capital and annualized The existing internal control systems and their adequacy are frequently
interest on term loan as against interest charges for nine months in the reviewed and improved upon to meet the changing business environment.
previous year.g. Material development in Human Resources
7. Capital EmployedCalsoft’s biggest assets are its employees. We are continuously working on The Return on Capital Employed (ROCE) for the year ended 31st March innovative initiates to attract, train, retain and motivate our employees. Our 2010 was 19% as compared to (12.9%) for the same period last year.endeavors are driven by a strong set of values imbibed in us and policies
8. Net Worththat we abide by. Our constant goal, and indeed our biggest strength, is a
The Return on Net worth (RONW) for the year ended 31st March 2010 was healthy happy and prosperous work environment for all our employees.32.7% as compared to (-24.3%) for the same period last year.
As on March 31, 2010, our group employee strength stood at 945.9. Fixed Assets
h. Financial and performance highlights Net block stood at Rs.140.95 Crores as of 31st March 2010 as compared to
1. Revenues Rs.142.19 Crores of the previous year. The acquisition goodwill including in
Sales revenues for the year ended 31st March 2010 was Rs.197.45 Crores the net block was Rs 44.5 Crores as compared to Rs 40.3 Crores for the
as compared to Rs.258.65 Crores for the same period last year. Adjusted for previous year.
sale of Controlled subsidiary Informed decisions Corporation, revenues for 10.Receivablesthe year (Rs197.5 crores in fy 2010 Vs 186.4 Crores in fy 2009) increased 6%
Debtors number of days sales stood at 92 days for the year ended 31st as compared to the prior year. Other income reduced by Rs 6.9 Crores
March 2010 as compared to 89 days for the same period last year.mainly due to currency fluctuation movements.
11.Cash Generation
Cash generated from operations was Rs 12.9 crores for the year ended 31st
March 2010 as compared to Rs 16.4 Crores of the previous year.
12.Manpower
The total employee strength as on 31st march 2010 was 945 as against 949
as on 31st March 2009.
Calsoft Annual Report 2009 - 2010|
Year ended March 31, March 31, % Increase (Decrease)
Revenue details 2010 2009 over Previous year
Sales/Services Rendered 197.45 258.65 (23.66)
Increase in Work-In-progress NIL (0.02) (100.00)
Other Income 3.05 10.05 (69.65)
Total Revenues 200.50 268.68 (25.00)
(Rs. Crore)
18 Realize Your Ideas|
CONSOLIDATED FINANCIAL STATEMENTS
Auditors’ Report 21
Financial Statements- Balance Sheet 23- Profit and Loss 24
Schedules to Financial Statements 25
Consolidated Balance Sheet Abstractand General Business Profile 41
Statement of Cash Flow 42
Statement Pursuant to Section 212 (8)
Relating to Subsidiary Companies 43
Calsoft Annual Report 2009 - 2010|
To
The Members,
California Software Co. Ltd.
We have examined the Consolidated Balance Sheet of California Software Company Ltd. (Parent company) with all its subsidiaries, as at 31st March 2010,
and also the Consolidated Profit & Loss Account and the Consolidated Cash flow statement for the year ended on that date annexed thereto.
The subsidiaries included in the consolidation are:
I. CSWL, Inc. USA (100% equity held by Parent company) along with its subsidiaries
a) Healthnet International Inc, USA (100% equity held by CSWL Inc) and its 100% subsidiary International Innovations
b) CNHC, LLC DBA ePayhealthcare in which CSWL, Inc. owns 51% of the outstanding voting stock,
c) Waldron Limited, Hong Kong (100% of voting stock held by CSWLInc) and
d) AspireSoft Corporation ( 51% outstanding stock held by CSWL Inc)
II. Aspire Communications Pvt Limited, India (57.63% equity held by parent company)
III. Inatech Infosolutions Pvt Ltd, India (100% equity held by Parent company) and its wholly owned subsidiary Inatech Solutions Ltd, UK and sub
subsiidary Inatech Solutions, Egypt ( 51% share held by Inatech Solutions Ltd, UK)
IV. EastPoint Solutions Ltd, India (100% equity held by Parent company)
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
We did not audit the Financial Statements of I-CSWL, Inc. USA (consolidated basis with its subsidiaries) II- Inatech Infosolutions Pvt Ltd, India
(consolidated basis with its subsidiary)and lll-EastPoint Solutions Ltd, India as at 31st March 2010. These financial Statements have been audited by
other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the parent
company and subsidiaries, is based solely on the report of the other auditors.
We draw your attention to the comments made by the Auditors of the subsidiary Inatech Infosolutions Pvt Ltd
1. The Company's share of gross assets as at 31st March 2010 of Rs 48.33 lakhs, share of gross revenue of Rs.55.15 lakhs are included in the
CFS based on unaudited financial statements in respect of step down subsidiary Inatech Soluttions Egypt S A E. Our opinion, so far it relates to
the amounts included of this subsidiary of the subsidiary are based solely on unaudited financial statements certified by the management.
Further effect on these financial statements due to difference in accounting policy of the said subsidiary in respect of depreciation has not been
ascertained.
2. Included in these Consolidated Financial Statements(CFS) are gross assets of Rs. 1,401.73 lakhs as at 31st March 2010 and gross revenue of
Rs.6260.46 of the subsidiary Inatech Solutions Limited UK for the year ended on that date which have not been audited by us. This has been
audited by an auditor based in the United Kingdom whose reports have been furnished to us, and our opinion, in so far it relates to the amounts
included in respect of this entity is based solely on the reports of the said auditor and information and explanations given by the Company.
However effect on these financial statements due to the change in method of charging depreciation , if carried out, is as furnished by the
management and not verified by the auditors.
Further, we report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of
Accounting Standard AS-21 on Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of the
separate audited financial statements of California Software Company Ltd. and its subsidiaries included in the Consolidated Financial Statements.
Auditors' Report on the Consolidated Financial Statements of California Software Company Ltd. and its Subsidiaries
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 21|
Subject to the above, on the basis of the information and explanation given to us and on the consideration of the separate audit reports on individual
audited financial statements of California Software Company Ltd. and its aforesaid subsidiaries, we are of the opinion that
a) The Consolidated Balance Sheet gives a true and fair view of the Consolidated state of affairs of California Software Company Ltd, and its
subsidiaries as at 31st March, 2010 and
b) The Consolidated Profit & Loss account gives a true and fair view of the consolidated results of the operations of California Software
Company Ltd, and its subsidiaries for the year ended on that date and
C) In the case of consolidated cash flow statement, it gives a true and fair view of the consolidated cash flows of California Software Company
Ltd, and its subsidiaries for the year ended on that date.
FOR TOMY & FRANCIS
Chartered Accountants
Chennai K.J. TOMY, B Sc., F.C.AJune 23, 2010 Partner
Membership No 22768
FRN: 010922S
Calsoft Annual Report 2009 - 2010|
22 Realize Your Ideas|
Consolidated Balance Sheet as at
(in Rupees)
The schedules referred to above and the notes thereon form an integral part of the consolidated balance sheet.As per our report of even date attached
March 31, 2010 March 31, 2009
SOURCES OF FUNDS Schedule
SHAREHOLDERS' FUND
Share Capital 1 123,650,060 123,650,060
Reserves and Surplus 2 967,842,604 710,441,047
MINORITY INTEREST 20,228,988 26,158,326
LOAN FUNDS
Secured Loans 3 790,556,820 914,856,580
Unsecured Loans 4 357,589 12,873,640
DEFERRED INCOME TAX LIABILITY 110,499,740 25,894,465
TOTAL 2,013,135,801 1,813,874,118
APPLICATION OF FUNDS
FIXED ASSETS
Original Cost 1,847,418,075 1,799,099,349
Less: Accumulated Depreciation 437,942,971 377,209,419
Net Block 5 1,409,475,104 1,421,889,930
CAPITAL WORK IN PROGRESS NIL 10,994,391
INVESTMENTS 6 42,439,332 14,332,529
DEFERRED TAX ASSET NIL 68,885,687
CURRENT ASSETS, LOANS & ADVANCES
a) Sundry Debtors (Unsecured & Considered Good) 7 497,438,237 632,469,669
b) Inventories 253,575 656,286
c) Cash & Bank Balances 8 229,014,255 403,071,930
d) Other current assets 9 188,941,350 51,821
e) Loans & Advances 10 242,891,193 324,466,355
1,158,538,610 1,360,716,061
Less: Current Liabilities 11 399,995,084 994,589,678
Provisions 12 197,591,190 68,528,319
NET CURRENT ASSETS 560,952,336 297,598,064
MISCELLANEOUS EXPENDITURE 269,029 173,517
(to the extent not written-off or adjusted)
TOTAL 2,013,135,801 1,813,874,118
SIGNIFICANT ACCOUNTING POLICIES 20
NOTES ON ACCOUNTS 21
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 23|
S. SanthoshManaging Director
S Santhanakrishnan Director
FOR TOMY & FRANCISChartered Accountants
K. J. TOMY, B.Sc, F C A
Partner Membership No. 22768
Dr. P. J. GeorgeDirector
Jitendra Kumar Pal Company Secretary
ChennaiJune 23,2010
Schedule March 31, 2010 March 31, 2009
1. INCOME
Sales/ Service rendered 13 1,974,537,869 2,586,519,785
Interest/ Other income 14 30,489,441 100,450,698
Stock Differential / Work In Progress NIL (209,773)
Total Income 2,005,027,310 2,686,760,710
II. OPERATING EXPENDITURE
Purchases & Related Expenses 15 286,125,290 505,710,904
Employee Costs 16 1,265,233,601 1,569,826,425
General and Administrative Expenses 17 298,427,974 561,032,519
Selling expenses 18 42,370,990 99,421,471
Total Operating Expenses 1,892,157,855 2,735,991,319
Operating Profit Before Interest, Depreciation, Adjustments, write-offs and taxes 112,869,455 (49,230,609)
Less: Interest & Finance Charges 19 114,095,246 83,455,879
Depreciation 49,114,420 67,571,519
Amortization/ Write Offs 56,352,961 30,535,007
Total Finance Charges/depreciation/amortization 219,562,627 181,562,405
Profit Before Prior Period Adj/Extraordinary items, Minority Adj. & Taxes (106,693,172) (230,793,014)
Less:
Prior Period Adj. (38,302) (5,000)
Extraordinary Items(Preacquisition profit) NIL 43,672,423
Loss/(Gain) from sale of subsidiary (695,732,313) NIL
Minority Interest Adjustment (10,713,033) (23,534,091)
Profit Before Tax 599,790,476 (250,936,346)
Less:
Provision For Income Tax 154,782,067 14,737,025
Provision For Fringe Benefit Tax NIL 3,340,073
Provision For Deferred Tax 88,180,209 (41,655,958)
Profit After Tax 356,828,200 (227,357,486)
Profit Balance Brought forward from previous years 10,870,438 241,209,755
Transfer on Amalgamation /Loss of disposed subsidiary(Note 1 on Schedule 21) NIL 283,060
Amount Available For Appropriation 367,698,638 14,135,329
Appropriations Proposed
Proposed Dividend 24,731,662 1,696,450
Dividend Tax & Surcharge 4,203,146 680,080
Transferred To General Reserve 4,000,000 888,361
Balance Carried to Balance Sheet 334,763,830 10,870,438
Earnings Per Share
Weighted average number of Equity Shares outstanding during the year 12,365,006 12,365,006
Basic 28.86 (18.39)
Diluted 28.86 (18.39)
SIGNIFICANT ACCOUNTIND POLICIES 20
NOTES ON ACCOUNTS 21
Consolidated Profit and Loss Account for the Year Ended
(in Rupees)
The schedules referred to above and the notes thereon form an integral part of the consolidated profit and loss accountAs per our report of even date attached
Calsoft Annual Report 2009 - 2010|
24 Realize Your Ideas|
S. SanthoshManaging Director
S Santhanakrishnan Director
FOR TOMY & FRANCISChartered Accountants
K. J. TOMY, B.Sc, F C A
Partner Membership No. 22768
Dr. P. J. GeorgeDirector
Jitendra Kumar Pal Company Secretary
ChennaiJune 23,2010
Schedules Forming Part of Consolidated Accounts for the Year Ended
(in Rupees)
March 31, 2010 March 31, 2009
SCHEDULE 1. SHARE CAPITAL
AUTHORISED CAPITAL
150,00,000 Equity Shares of Rs.10/- each 150,000,000 150,000,000
ISSUED CAPITAL
12,365,006 (P.Y. 12,365,006) Equity Shares of Rs.10/- each 123,650,060 123,650,060
SUBSCRIBED, CALLED UP & PAID UP CAPITAL
12,365,006(P.Y. 12,365,006) Equity Shares of Rs.10/- each 123,650,060 123,650,060
Fully Called up and Paid up
(The paid up share capital of Rs.12,365,006 includes share worth
Rs.724,920 which were issued by the company for a consideration other than Cash)
TOTAL 123,650,060 123,650,060
SCHEDULE 2. RESERVES & SURPLUS
Capital Reserves as per last Balance Sheet 206,250 366,362
Add: Additions During The Year NIL (160,112)
206,250 206,250
Share Premium account as per last Balance Sheet 639,575,545 639,575,545
Add: Additions During The Year
639,575,545 639,575,545
Deductions (Note 1 below)
639,575,545 639,575,545
General Reserve as per last B/s 62,752,611 61,864,250
Add: Additions During The Year 4,000,000 888,361
66,752,611 62,752,611
Deductions
66,752,611 62,752,611
Currency Translation Reserve as per last B/s (2,963,797) (28,428,487)
Add: Additions During The Year (70,491,835) 25,464,690
(73,455,632) (2,963,797)
Profit & Loss Account Balance carried over from Profit & Loss A/c 334,763,830 10,870,438
TOTAL 967,842,604 710,441,047
SCHEDULE 3. SECURED LOAN
Bank Term loans and Working capital loans - India 648,430,770 787,240,349
(Secured by Exclusive charge over the building, machinery, equipments
& current assets and by personal guarantees and corporate guarantee)
Car Loan 204,339 1,194,630
(Secured by hypothecation of Certain vehicles)
Interest Accrued & Due 7,687,030 8,020,817
Mortgage Loan 26,968,505 31,495,788
Working Capital Limits of Overseas subsidiaries 107,266,176 86,904,996
(Collaterised by all the assets )
TOTAL 790,556,820 914,856,580
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 25|
(in Rupees)
March 31, 2010 March 31, 2009
SCHEDULE 4. UNSECURED LOAN
Notes Payable / Lease Payable 357,589 11,455,024
Loan From directors (Subsidiary TFL)
Loan From Others NIL 1,418,616
Interest payable
City Bank - Term Loan
SIDBI
TOTAL 357,589 12,873,640
March 31, 2010 March 31, 2009
SCHEDULE 6. INVESTMENTS (AT COST)
In government Securitie 5,500 5,500
Trust money in CalSoft Employees Welfare Trust 17,500 17,500
Equity Shares in AHN Inc. USA 41,622,270 14,309,529
Investment in Calspence 794,062 NIL
Other investments
TOTAL 42,439,332 14,332,529
Schedules Forming Part of Consolidated Accounts for the Year Ended
Calsoft Annual Report 2009 - 2010|
26 Realize Your Ideas|
Particulars Cost as on Depreciation WDV
as on 1 Additions as on 31 as on 1 For the as on 31 as on 31 as on 31
April 2009 For the Period Deductions March 2010 April 2009 period Deductions March 2010 March 2010 March 2009
Computer& accessories 242,523,201 9,470,509 26,239,489 225,754,222 192,729,960 24,355,674 22,786,378 194,299,256 31,454,966 49,793,241
Office Equipment 7,953,493 385,080 459,268 7,879,305 2,563,317 1,055,478 298,453 3,320,342 4,558,963 5,390,176
Furniture&Fittings 189,717,189 2,566,732 3,084,134 189,199,787 22,216,707 9,937,104 2,276,299 29,877,512 159,322,275 167,500,483
Plant & Machinary 55,805,569 556,986 2,438,556 53,923,999 3,794,133 2,544,711 1,737,826 4,601,018 49,322,981 52,011,436
Vehicle 9,162,237 NIL 2,298,644 6,863,593 7,460,199 1,030,846 2,049,065 6,441,980 421,613 1,702,038
Building 577,777,120 8,484,916 NIL 586,262,036 10,293,473 9,340,774 NIL 19,634,247 566,627,789 567,483,647
Land 40,567,437 NIL NIL 40,567,437 NIL NIL NIL NIL 40,567,437 40,567,437
Proprietory Software 272,376,985 59,802,566 40,508,125 291,671,425 138,151,631 56,352,315 14,735,328 179,768,617 111,902,808 134,225,344
Goodwill 403,216,118 81,708,180 39,628,026 445,296,272 NIL NIL NIL NIL 445,296,272 403,216,129
1,799,099,349 162,974,969 114,656,243 1,847,418,075 377,209,419 104,616,901 43,883,349 437,942,971 1,409,475,104 1,421,889,931
Previous Year Ended
March31, 2009 744,248,436 1,108,013,821 53,162,907 1,799,099,349 293,581,214 100,826,653 17,198,448 377,209,419 1,421,889,930 399,437,797
Notes :
1. Depreciation for the year include Rs.NIL capitalised Calsoft (PY Rs.2735913)
2. Current year opening balances of original cost and accumalated depreciation incorporate year opening balance of subsiiaries acquired during the year and are adjusted for assets of
subsidiaries divested during the year.
3. Land has been acquired from KIADB on lease sale cum basis in Inatech InfoSolutions P Ltd. Freehold title will pass to the company on satisfying certain terms and conditions and
payment of balance consideration
4. During the year Aspire Communications P ltd and its subsidiary Aspire peripherals P ltd have changed method of charging depreciation from written down value method to straight line
Method with retrospective effect.
SCHEDULE 5. FIXED ASSETS (in Rupees)
(in Rupees)
Schedules Forming Part of Consolidated Accounts for the Year Ended
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 27|
SCHEDULE 7. SUNDRY DEBTORS March 31, 2010 March 31, 2009
(unsecured and considered good)
Debts outstanding for a period exceeding six months 348,223,804 330,670,134
Other debts 250,258,432 414,093,668
Sub : Total 598,482,236 744,763,802
Less: Provision for doubtful debts 101,043,998 112,294,133
TOTAL 497,438,237 632,469,669
Notes :
1. Due by Directors or other officers of the Company or any of them NIL NIL
either severally or jointly with any other persons
2. Due by firms or private companies in which any of the Directors is a
Partner or Director or a member
(i) Chemoil Corporation USA 17,612,456 30,184,591
(ii) Chemoil ITC (P) Ltd., Singapore NIL 249,075
(iii) Itochu Petroleum Corpn. Singapore NIL NIL
(iv) Chemoil Euro BV NIL NIL
(v) IPC USA 4,157,100 2,424,000
(vi) Chemoil Middle East DMCC
(vii) California Advanced Management Services (P) Ltd, Chennai
(viii) American Healthnet Inc 141,436,879 179,348,781
(vi) Chemoil Latin America 174,330 196,850
3. Due from Companies under the same management : NIL NIL
CSWL Inc. USA
American Health Net inc USA
4. Maximum amount due by Director or other officers of the
Company at any time during the year NIL NIL
SCHEDULE 8. CASH AND BANK BALANCES
Cash in hand 5,911 36,329
Bank balance with Banks in current A/c -India 46,171,922 22,008,345
Unpaid dividend Account 358,037 364,397
Balances with banks in Current A/c -Foreign banks 161,818,689 180,953,335
Sub : Total 208,354,559 203,362,406
Balance in Deposit Accounts - India 14,267,596 20,427,959
Balance In Deposit Accounts - Foreign Banks 6,392,100 179,281,565
TOTAL 229,014,255 403,071,930
SCHEDULE 9. OTHER CURRENT ASSETS
Consideration receivable 188,075,250
Interest Accrued on deposits 866,100 51,821
TOTAL 188,941,350 51,821
(in Rupees)
Schedules Forming Part of Consolidated Accounts for the Year Ended
Calsoft Annual Report 2009 - 2010|
28 Realize Your Ideas|
March 31, 2010 March 31, 2009
SCHEDULE 10. LOANS & ADVANCES
(unsecured considered good)
Advance Income tax and Tax deducted at Source 73,809,763 54,815,436
Pre paid Expenses 10,684,012 25,470,098
Rent deposits 16,840,150 17,875,102
other deposit 2,999,767 4,205,773
Others (100,266) NIL
Deferred Expenses NIL 55,502,698
Advances recoverable in cash or in kind or for value to be received 133,779,954 160,298,931
Provision for doubtful Advances (6,766,163) (8,200,395)
Loans and Advances- employees 11,643,975 14,498,712
Total 242,891,193 324,466,355
Notes:
i) Due by Director or other officer of the Company or
any of them either severally or jointly with any other persons NIL NIL
(ii) Due by firms or private Companies in which any NIL NIL
Director is a partner or a Director or a member
a) American Healthnet Inc 85,065,754 92,779,812
b) California Software Employee Welfare Trust NIL 3,559,847
c) Andorra Services Ltd 32,000,954 55,460,211
(iii) Due from Companies under the same management NIL NIL
(iv) Maximum amount due by Director or other officers
of the Company at any time during the year NIL NIL
SCHEDULE 11. CURRENT LIABILITIES
Sundry creditors/Expenses payable 123,728,574 450,657,747
Deferred Revenue/Rent 36,181,847 369,377,453
Advance from customers / Rental Deposits 18,917,656 18,911,676
Other Liabilities 220,808,970 155,278,405
Unclaimed dividend * 358,037 364,397
* none of the amount disclosed is more than 7 years old as on the balance
sheet date and all are unclaimed
Total 399,995,084 994,589,678
SCHEDULE 12. PROVISIONS
Proposed Dividend 24,731,662 1,696,450
Dividend Tax 4,203,146 680,240
Provision for Fringe Benefit Tax 1,652,098 6,182,098
Provision for taxes 155,195,302 42,493,263
Gratuity 588,660 6,856,218
Leave Salary 11,220,322 10,620,050
Total 197,591,190 68,528,319
(in Rupees)
March 31, 2010 March 31, 2009
SCHEDULE 13. SALES/ SERVICES RENDERED
Sale of Software 93,364,984 86,634,958
Domestic Sales 37,618,664 59,336,716
Software Consulting Services 1,416,055,527 1,570,830,081
Sale of licenses 411,890,724 330,010,255
Smart Pay Service charge NIL 473,378,977
Annual Maintenance Contracts 15,607,970 10,475,636
Hardware & Others NIL 55,853,162
Total 1,974,537,869 2,586,519,785
SCHEDULE 14. OTHER INCOME
Interest Received 4,100,860 20,281,155
Profit on sale of asset 4,017 910,994
Currency Fluctuation- Others (6,686) 70,182,953
Miscellaneous / Other income 5,377,197 4,648,815
Rental Income 21,014,053 4,426,781
Total 30,489,441 100,450,698
SCHEDULE 15. PURCHASES AND RELATED EXPENSES
Smart Pay Bank Charges / Discounts NIL 332,583,580
Bought Out Items 918,863 604,095
License Fee 182,112,949 105,856,424
Software and consulting Charges 103,093,478 66,666,805
Total 286,125,290 505,710,904
SCHEDULE 16. SALARIES, WAGES & OTHER EMPLOYEE BENEFITS
Salaries, Allowances and Bonus 1,020,921,572 1,160,143,835
Subcontracting Costs - Others 169,689,783 368,642,078
Staff Welfare Expenses 36,498,916 36,389,524
Contribution to Provident and other funds 38,123,330 25,562,322
Sub : Total 1,265,233,601 1,590,737,759
Less : Capitalized/Deferred NIL 20,911,334
Total 1,265,233,601 1,569,826,425
Schedules Forming Part of Consolidated Accounts for the Year Ended
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 29|
Schedules Forming Part of Consolidated Accounts for the Year Ended
(in Rupees)
Calsoft Annual Report 2009 - 2010|
30 Realize Your Ideas|
SCHEDULE 17. GENERAL, ADMINISTRATIVE AND OTHER EXPENSES March 31, 2010 March 31, 2009
Office Expenses 7,696,177 17,763,105
Repairs & Maintenance NIL NIL
Buildings 5,109,850 7,543,663
Plant and Machinery 2,752,030 5,318,328
Others 4,784,812 2,588,097
Rent 39,854,470 70,090,724
Electricity Charges 16,333,161 20,520,799
Postage And Telephone 14,805,612 21,255,314
Travelling Expenses 125,105,609 156,214,814
Audit fees 6,000,027 7,126,241
Data Circuit Expenses 14,409,208 19,254,966
Recruitment And Training 4,724,897 10,209,727
Service Charges 1,088,908 816,078
Lease Rent 1,083,424 1,678,396
Legal and Professional charges 20,923,537 13,876,813
Insurance Expense 7,063,227 10,122,257
Printing And Stationery 3,040,512 3,521,008
Rates and Taxes 4,773,755 1,474,829
Exchange difference 37,575,356 8,302,868
Loss/(Profit on Sale) on Sale of Assets 404,213 13,539,020
Directors remuneration 45,000 50,000
Provision for doubtful debts / Advances (23,268,182) 172,660,869
Other Expenses 4,122,371 5,115,670
Sub : Total 298,427,974 569,043,586
Less : Capitalized / Deferred NIL 8,011,067
Total 298,427,974 561,032,519
SCHEDULE 18. SELLING EXPENSES
Marketing Expenses
Commissions and Fees 12,367,117 53,007,011
Marketing Expenses 27,587,926 34,115,942
Royalty NIL 4,686,175
Business Promotion 2,349,729 2,550,056
Advertisement 66,218 5,062,287
Total 42,370,990 99,421,471
SCHEDULE 19. INTEREST & FINANCE CHARGES
Finance Charges
Bank charges 4,142,365 6,212,557
Interest NIL NIL
Interest on term loan 77,324,125 60,688,322
Interest on Working Capital Loan 32,626,470 16,343,069
Others 1,201 885,685
Interest on HP- Loan 1,085 12,398
Sub : Total 114,095,246 84,142,031
Less : Capitalized/Deferred 686,152
Total 114,095,246 83,455,879
Schedules to Consolidated Financial Statements
2. Use of EstimatesSCHEDULE 20The preparation of financial statements in conformity with the generally
SIGNIFICANT ACCOUNTING POLICIES accepted accounting principles requires the management to make
estimates and assumptions that affect the reported amount of assets, 1. Basis of preparation of Financial Statementsliabilities, revenue and expenses and disclosure of contingent liabilities as The consolidated financial statements consist of:of the date of the financial statements. The estimates and assumptions
+ California Software Company Ltd (parent company incorporated in used in the accompanying financial statements are based upon the
India)management's evaluations of the relevant facts and circumstances as of
+ CSWL Inc., incorporated in USA (100% Equity held by parent the date of the financial statements. Actual results could differ from these company) and its subsidiaries consisting of estimates. ? Healthnet International Inc, USA (100% Equity held by CSWL
Inc.,) (HNI) and its 100% subsidiary International Innovations 3. Revenue Recognition(Innovations) California Software Company Limited
? CNHC, LLC DBA ePayhealthcare (“ePay”), in which CSWL, Inc. Revenue from software development is recognised based on software owns 51% of the outstanding voting stock developed and billed to clients as per the terms of specific contracts.
? Waldron Limited a Corporation incorporated in Hongkong in Revenue from consultancy services is recognised when the services have which CSWL, Inc. owns 100% of outstanding voting stock been provided to the customer. Revenue from the sale of software products
? AspireSoft Corporation (Aspiresoft) in which CSWL Inc holds is recognised when the sale is completed with the passing of title. Revenue
51% of the outstanding voting stock effective from 1 July 2007. from maintenance services is accrued over the period of the contract.
+ Inatech Infosolutions Private Limited, Bangalore (IIPL) which became CSWL Inca fully owned subsidiary from 1 January 2008, its 100% subsidiary
The company generates revenue from the following primary sources: Inatech Solutions Limited, UK and sub subsidiary Inatech Solutions,
custom software and application development (contract consulting), Egypt in which Inatech Solutions Limited, UK hold 51% shares.
licensing software products, installation and training sevices, electronic + EastPoint Solutions Ltd, Chennai incorporated in India (100% equity payment processing solutions, sale of hardware and third party software
held by parent company) which is yet to commence operations. and providing customers long term technical support.+ Aspire Communications Private limited (Aspire) incorporated in The company recognizes revenue when all of the following conditions are
India, in which parent company acquired 57.63% equity during the met: (i). persuasive evidence of an arrangement between the company and year and its 100% subsidary Aspire peripherals Private Ltd, Mysore the customer exists, (ii)the service has been provided to the costomer, (iii)
Price to the customer is fixed and determinable and (iV) collection of the In September, 2009, CSWL, Inc. divested its investment of 51% of the revenues is probable. The company’ s arrangements do not contain outstanding voting stock of Informed Decisions Corporation DBA CASHNet general rights of return and refund privileges. Revenue from contract (“IDC”). The accounts of IDC and its results of operations for the fiscal year consulting is recognized when the services have been provided to the ended March 31, 2009 and for the period from April 1, 2009 through customer. Revenue from sale of hardware and third party software is September 30, 2009 are included in the consolidated financial statements recognized as expenses incurred in conjunction with customer contracts. as discontinued operations in the financial statements of CSWL.Revenue from annual software licenses, subscriptions and software
maintenance and support contracts is recorded as earned over the life of All these financial statements have been prepared under the historical cost the contract. Revenue from ePAY is recognized monthly and reflects the convention and comply with accounting standards in all material respects. service charge on the items paid by customers using the service.The consolidated financial statements are prepared in accordance with the
Principles and procedures for the preparation and presentation of Deferred revenue includes amounts currently due and payable from and consolidated financial statements as laid down under AS-21 prescribed by payments received from customers for various expenses for services and the Institute of Chartered Accountants of India. Consolidated financial amounts deferred if other conditions to revenue recognition is not met. statements are prepared using uniform accounting policies. Deferred revenue that is expected to be earned in the next twelve months is
reflected as current liability. The financial statements of the parent Company and subsidiaries have
Software revenue from software license agreements is recognized when been combined on line by line basis by adding together the book values of collection is probable and the product is shipped. like items of assets, liabilities, income & expenses after eliminating intra
group balances/transactions. Inatech Infosolutions Private Limited
The revenue from software development on a time and material basis is
recognised based on software developed and billed to clients as per
specific contracts. In the case of fixed price contract revenue is recognised
based on milestones achieved as specified in the contracts on percentage
of completion basis. Revenue from sale of software products is recognised
when the sale is complete with passing of title.
Aspire Communications Private Limited
Revenue from Software and Hardware Development is recognized as per
the percentage of completion method as per the terms of specific
contracts. On-time and materials contracts, the revenue are recognized as
the related services are rendered. Interest is recognized using the time-
proportion method, based on rates implicit in the transaction.
4. Expenditure
Expenses are accounted on the accrual basis and provisions are made for
all known losses and liabilities.
The amount of Goodwill and Capital reservearising on consolidation are as follows: 2009 2010
Goodwill - CSWL Inc& subsidiaries, IIPL andits subsidiary and Aspire Communications private limited and its subsidiary 445,296,272 403,216,129
Minority Interest arising on consolidation of i. Aspire Soft Corp (subsidiary of CSWL Inc.) And ii. Aspire Communications Private limited iii. Inatech Solutions Egyptiv. CNHC LLC 20,228,988 26,158,326
Extraordinary items / Prior period items:
Profit on sale of Informed decisions Corporation 428,095,128 Nil
Prior period profit Aspire Communications Private limited 875,195 1,621,789
Prior period expenditure in Inatech Infosolutions Private Limited 836,894 5,000
(in Rupees)
Realize Your Ideas 31|
Calsoft Annual Report 2009 - 2010|
other than investments are restated at the closing exchange rates. 5. Fixed Assets Exchange differences arising out of actual payments / realizations and from Fixed assets are stated at cost less accumulated depreciation. Cost the year end restatement referred to above are reckoned in the profit and includes direct costs and financing costs related to borrowing attributable loss account. to to qualifying assetsTranslation of Financial Statements of the Overseas Subsidiaries 6. Impairment denominated in US dollar to Indian rupee.
Consideration is given at each Balance Sheet date to determine whether i) For the purpose of consolidation, the operation of overseas subsidiaries
there is any modification or impairment of the carrying amount of the fixed are considered non integral in nature and on the basis of AS- 9 prescribed
assets. If any condition exists, an asset’s recoverable amount is estimated. by the Institute of Chartered Accountants of India, during the current
An impairment loss is recognised whenever the carrying amount of any financial year with effect from 1 April 2005, their assets and liabilities are
asset exceeds recoverable amount.translated at the year-end exchange rate. The resultant translation
During the previous year ended March 31, 2009, the CSWL determined that adjustment is reflected as a separate component of Shareholders funds as Rs. 6,188,352.00 ($133,600 ) of Proprietary Software previously capitalized 'Cumulative Translation Reserve'. Only in case of disposal and dissolution of by Innovations had no remaining value and was charged to Amortization Non Indian Subsidiaries the balance in Currency Translation reserve in expense, and the Company determined that the value of its investments in relation to the subsidiary will stand transferred to Profit and Loss Account. unconsolidated companies had been impaired by Rs.25,905,757/- Income and expenditure are accounted in the consolidated Profit and Loss ($559,278), effect of which was made in the financial statements of that Account of each year as given below:year.
a) Revenues and expenses are converted into Indian Currency at the
average rate prevailing during the year.7. Depreciation & Amortization
b) Depreciation on Fixed Assets is converted at the average rate prevailing California Software Company Limited:during the year.
Till last year Parent company and subsidiaries were following different
depreciation and amortization policies for each company which was not in 12. Employee Benefits
compliance with the Accounting Standard 21 issued by Institute of California Software Company LimitedChartered Accountants of India, which requires that consolidated financial
statements to be prepared using uniform accounting policies for like a. Short Termtransactions. In order to comply to the above requirement Aspire Short term Employee Benefits are recognised as expenses as per the Communications P ltd and its subsidiary and Inatech Infosolutions P ltd company's scheme based on the expected obligation have changed their depreciation policy to straightline method. Due to this
b. Long Termchange in accounting policy the pre tax profits, net fixed assets, reserves
Liability in respect of long term Employee Benefits in the nature of and surplus are higher by, in the case of Aspire Communications P Ltd by accumulated compensated absence is provided for based on actuarial Rs.850,480 and that of Inatech Infosolutions P ltd by Rs 684,490/-valuation using projected unit credit method.
Inatech Infosolutions P ltd's subsidiaries Inatech Solutions Ltd, UK & c. Post RetirementInatech Solutions Ltd, Egypt SAE follow written down value method of i) Provident funddepreciation as against the straight line method followed by the company.
According to the Company, if depreciation is provided as per straight line This is a defined contribution plan and contributions made to the fund, in
method and revised rates, pre tax profits, net fixed assets and reserves and accordance with the applicable rules/statutes are charged to revenue. The
surplus will be lower by Rs.3,11,052/- in respect of Inatech Solutions Ltd, Company has no further obligation for future provident fund benefits other
UK. However, similar details are not available in respect of Inatech Solutions than aforesaid contributions.
Ltd, Egypt SAE . ii) Superannuation
This is a defined contribution plan. The Company contributes a sum 8. Leases
equivalent to 15% of eligible employee's salary towards superannuation In the case of assets taken under operating lease, the rentals are charged to fund administered by Life Insurance Corporation of India and are charged profit and loss account when due. to profit and loss account.
iii) Gratuity9. Inventories This is a defined benefit plan. The Company has subscribed to California As of 31st March 2010, Aspire communications P Ltd is having 49,000 units Software Company Employees' Group Gratuity Scheme, which is being (Forty nine thousand units) of Adobe Flashlite Software Licenses as closing administrated by a Trust set up for this purpose under the aegis of the Life stock. The same is stated at direct cost or estimated net realizable value Insurance Corporation of India (LIC). Liabilities with regard to the Gratuity whichever is lower. payable to the employees are determined by actuarial valuation using
10. Investments projected unit credit method, based upon which, the Company makes Long term investments are stated at cost with provisions where necessary, contribution to the Trust. The funds contributed to the Trust are remitted to for diminution other than temporary, in the value of investment. the LIC. Actuarial gains and losses comprising of experience adjustments
and the effects of changes in actuarial assumptions are recognised Parent Company has renegotiated its existing share purchase agreement immediately in the profit and loss account as income or expense.with the shareholders of Inatech Infosolutions Private Limited and entire
consideration payable is provided for in the financial statements as on Inatech Infosolutions Private LimitedMarch 31,2010 . The resultant increase in Investment in Preference Shares
Liabilities towards Gratuity and leave encashment to the extent applicable of of Inatech Infosolutions Private Limited is Rs.72,765,130. Further during
to Inatech Infosolutions Pvt Limited India are provided as per actuarial the year parent company has made investment of Rs.794,062 in Calspence
valuation. Provident Fund Contributions and Social Security Contributions , Srilanka.
are paid to the respective statutory authorities.11. Foreign Currency Transactions
Aspire Communications Private Limited Foreign currency transactions including expenses incurred on Trading /
(a) GratuityNon Trading Overseas offices and revenue accounts of onsite offices are
The employees are entitled for to gratuity in accordance with the provisions accounted at the exchange rates ruling on the date of transaction. At the of the Payment of Gratuity Act, 1972. The formation of the Aspire year end all monetary assets and liabilities denominated in foreign currency Communications Employees Group Gratuity Scheme is being initiated,
32 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
which is being administrated by a Trust (under formation) under the
guidance of the LIC of India. Liabilities with regard to the Gratuity plan are
determined by actuarial valuation, based upon that, the contribution to the
LIC is paid during the year.
(b) Provident Fund.
Employees who are voluntarily opted for the PF are subscribers to the
Employees' Provident Fund to which both the Company and Employees
make monthly contributions equal to the statutory percentage in the case of
the parent company.
Taxation
California Software Company Limited
Provision for current tax is made based on the liability computed in
accordance with the relevant tax rates and tax laws. Provision for deferred
tax is made for timing differences arising between the taxable income and
accounting income computed at current applicable tax rates. Deferred tax
assets are recognised only if there is a virtual certainty that they will be
realised in the foreseeable future and are reviewed for the appropriateness
of their carrying value at each balance sheet date.
CSWL Inc
Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future based
on enacted tax laws and statutory rates applicable to respective periods in
which the differences are expected to affect the taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized.
Inatech Infosolutions Private Limited
Provision for current tax and is made based on the liability computed in
accordance with the relevant tax rates and tax laws.
Deferred tax assets and liabilities are recognized for future tax
consequences attributable to the timing differences that result between the
profits offered for income tax and the profit as per the financial statements.
Deferred tax assets and liabilities are measured as per tax rates/laws that
have been enacted or substantively enacted by the Balance Sheet date and
are reviewed for appropriateness of their respective carrying values at each
Balance Sheet date. Deferred tax asset is recognized wherever prudent.
Deferred tax liabilities and assets, which reverse within the tax holiday
period, are ignored
Aspire Communications Private Limited
Provision for current tax and fringe benefits tax is made based on the liability
computed in accordance with the relevant tax rates and tax laws. Deferred
Tax has been recognized for all timing difference in Depreciation,
amortization and carry forward losses, subject to consideration of
prudence in respect of deferred tax liability and deferred tax asset.
SCHEDULE 21
NOTES ON ACCOUNTS
1. The Parent Company has obtained approvals dated March 7, 2005 and
October 10, 2005 from Director, Software Technology Park, Chennai to set
up a 100% Export Oriented Units (EOU) under STP Scheme for the
development/ manufacture of computer software. The permission granted
under the STP scheme stipulates that the Company would be required to
achieve positive Net Foreign Exchange (NFE) for a period of five years from
the date of commencement of commercial production. The management is
of the opinion that the NFE will be achieved within the stipulated period.
(In Rupees)
March 31, March 31,
2010 2009
2. Capital Commitments:
California Software company Limited
Estimated amount of contracts remaining NIL 2,275,615
to be executed on capital account and not
Provided for (Net of advances)
3. Contingent Liabilities :
California Software company Limited
a.Guarantees given on behalf of
other companies 205,090,000 231,235,000
b. Claims against the company not
acknowledged as debt in respect of
certain income tax matters which
are subjudice 14,901,556 14,901,556
c. Amounts payable to Inatech Shareholders
Towards Preference Shares NIL 54,430,300
Inatech Infosolutions P Ltd
Outstanding counter guarantees to Bankers
Rs. 25,75,000 (Rs.175,000) on estimated
liability on Import value of Rs 3,500,000
(P.Y Rs 3,500,000)
i. Disputed Income Tax of Inatech Infosolutions
Private Limited – IndiaThe Income Tax
authorities have raised a demand of
Rs. 18.57 lakhs in respect of year ended
31st March 2004 due to denial of exemption
U/s. 10A of Income Tax Act 1961, (the Act)
on certain grounds including that the company
has commenced operations before registration
with STPI Authorities. The CIT (Appeals) has
allowed a partial relief consequent to which
the revised demand is estimated at
Rs 6.91 Lakhs. The Company has disputed
the demand and preferred an appeal.
ii. Deduction U/s. 10A of the ii) Income Tax
Act 1961 has been allowed for the year ended
31st March 2005. However loss of the unit
not eligible for deduction U/s. 10A of the Act
has been set-off against the profits of the
unit eligible for the deduction U/s. 10A and
certain other disallowances have been made
in the assessment which are also disputed
by the company. ). The CIT (Appeals) has
allowed a partial relief consequent to which
the revised demand/(Refund) is estimated at
Rs 0.55Lakhs . The Company has disputed
the demand and preferred an appeal.
iii. The Company has been advised by its
Counsel that the demands and adjustments /
disallowances are not sustainable and consequently
no provision has been made for the same or for
current income tax for the year due to these
demands / disallowances. However a payment of
Rs.10Lakhs has been paid and no further payments
are likely till the completion of proceedings.
Realize Your Ideas 33|
Calsoft Annual Report 2009 - 2010|
CSWL
During the year ended March 31, 2009 the Company entered into a joint
product development agreement with one of its customers. Under the
terms of the agreement, the Company and its customer will jointly develop
certain software products to be marketed and sold by the customer. The
Company agreed to defer payment for its charges during the year ended
March 31, 2009, in exchange for sharing a certain percentage of future
revenues derived from sales of the products. In future years the Company
will be able to recover its charges as well as a portion of the costs deferred in
2009. During the year ended March 31, 2009 the Company incurred
$1,099,063 in costs associated with this agreement, which has been
included as deferred expenses in the accompanying financial statements.
The Company amortizes these costs over a four year period beginning July
1, 2010. The balance of deferred expense, as of March 31, 2010, is
$886,472( Rs.3,962,598)
Inatech Infosolutions P Ltd
a) Loans and Advances include refund claim of Service tax amounting to
Rs.19.20 lacs including Rs.5.67 lacs pertaining to earlier years representing
credit set off on input services pertaining to exports. However, the refund
claims have not been entertained by the Service Tax Department.
Consequently the Company has preferred an Appeal with Customs Excise
& Gold (Control) Appellate Tribunal. As advised by its counsel, the
Company is confident of the recovering the same and consequently no
provision is considered necessary.
b) According to the company there is a binding agreement to share profits
and losses between Inatech Solutions Limited U K and minority shareholder
of Inatech Egypt S.A.E. Consequently the negative balance in the Minority
Interest has been carried forward in the Balance Sheet.
c) The Company has converted income and expenses for the year of the
foreign subsidiaries on the basis of simple average of the exchange rates
during the year between GBP and INR, as against converting as on the date
of transaction or as near as circumstances permit as required by
Accounting Standard 11. The effect of the same on the operating results for
the year has not been ascertained.
5. Intangible Asset
California Software company Limited
Product solutions represent cost of Product development capitalized
during the year in respect of the following products:
1. Test Automation Framework (TAF)
2. Virtual IO
3. Diameter
4. Networking File System (NSF) and
5. Bunkering operations Management systems (BOMS)
The future projection in respect of the above products has been
estimated by the technical department, although the existence of a
market for these products is yet to be developed.
CSWL Inc
The Company capitalizes the direct costs and allocated overhead
associated with internally developed software products. Initial costs
incurred are charged to operations as research and development prior to
the product reaching technological feasibility whereby a detailed
program design or a working model must be in place. Capitalization of
these costs ceases once a product is available for general release to
customers. Costs incurred subsequent to the product release, and
research and development performed under contract are charged to
operations.
Capitalized costs are amortized on the straight-line method over the
estimated product life, which ranges from five to six years. Unamortized
costs are carried at the lower of book value or net realizable value.
The Company contracts with Calsoft to develop software that will be
licensed to customers. Certain fees paid to Calsoft to develop software
are included in proprietary software.
(In Rupees)
March 31, March 31,
2010 2009
iv. The Income Tax authorities had raised a
demand of Rs. 13.50 lacs in respect of
year ended 31st March 2007 due to
reduction of exemption amount U/s.
10A of the act on certain grounds
including deduction of communication
and travel expenses from the export
turnover. The Company has disputed
the demand and preferred an Appeal
with the CIT (Appeals). A payment of
Rs.5 lacs has been made and no further
payments are likely till the completion
Of proceeding
4. Other Financial Information:
4.1 Outstanding Bank Guarantees 1,942,369 3,556,304
4.2 Reimbursement of travel expenses to Directors 1,187,081 1,227,409
4.3 Amount due to be credited to Investor
Education and Protection Fund 248,275 248,275
4.4 Sitting fees paid / payable to Directors 45,000 50,000
4.5.Capital Work in Progress includes the
following Advances given –
( Considered good and recoverable ) Nil 10,994,392
4.6 The Company’s investments in subsidiaries are considered as long term
and strategic in nature. Accordingly, the excess of the carrying value over
the net book value of the investments is considered as temporary
diminution and hence no provision for the decline in value has been
considered in these accounts.
4.7 Debtors include Rs.41,673,419 due from Inatech Solutions Limited UK, and
out of that Rs.26,942,544 has been provided for as doubtful debts
4.8 Rent receivable amounting to Rs 88,24,000 from Roxanne Research Private
Ltd has been shown under Loans and Advances, and the company is
contemplating initiating legal proceeding against Roxanne Research Pvt Ltd
for the default.
4.9 Except in respect of the following there are no statutory dues of Customs
Duty, Excise Duty, Cess, Wealth Tax and Income Tax, which have not been
deposited on account of a dispute
S. Name of the Nature of the dues Amount Rs. Forum where
No Statute dispute is pending
1. Income Tax Income Tax ( A.yr 2000-01) 1,084,617 Commissioner of
Act, 1961 Income Tax(appeals)
2. Income Income Tax ( A.yr 2001-02) 1,524,090 Madras High Court
Tax Act, 1961
3. Income Income Tax ( A.yr 2002-03) 6,552,300 Madras High Court
Tax Act, 1961
4. Income Income Tax ( A.yr 2003-04) 1,242,460 Madras High Court
Tax Act, 1961
5. Income Income Tax ( A.yr 2004-05) 5,676,083 Commissioner
Tax Act, 1961 Appeals
34 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
Aspire Communications P Ltd 8. Quantitative Details
As all the companies in the group is engaged in the development and The Product Development Expenditure incurred by the parent company
export of computer software, the production and sale of which cannot be during the previous years is regrouped under Intangible assets during
expressed in any generic unit, the quantitative details etc., as required the financial year 2007-08 and is being amortized in a period of 5 years,
under the Companies Act, 1956 are not furnished except in the case of beginning from F.Y.2007-08.
Aspire Communications P Ltd as detailed below6. Transfer Pricing
Quantitative Particulars: The study of international transactions entered into by the Company with
its overseas associates regarding the extent of compliance to the March 31, 2010 March 31, 2009transfer pricing regulations of the Income Tax Act, 1961 is yet to be Printed Circuit Boardscompleted and the impact, if any, arising out of such study has not been
Opening Stock Nil Nilrecognised in these accounts pending completion of the study
Purchases Nil NIl7. Deferred taxation
Sales Nil NilCalifornia Software Company Limited Closing Stock Nil NilThe deferred tax liability of Rs 41,529,352 (2009-Rs 25,500,000) has MMF Cash Drawer Boardsarisen mainly on account of difference between book and tax written
Opening Stock Nil Nildown value of depreciable fixed assets
Purchases 1200 1000CSWL Inc and its subsidiaries have a net Deferred Tax Liability of Rs.
Sales 1200 100067,711,560/- Closing Stock Nil NilInatech InfoSolutions Limited, India Adobe Flashlite SW Licences
The details of deferred tax Liability is as under: Opening Stock 50000 Nil
Purchases Nil 1,200,000
Sales 1000 11,50,000
Closing Stock 49,000 50,000
Year Ended March 31, 2010 March 31, 2009Aspire Communication Private Limited
Rs. Rs.During the year net deferred tax liability of Rs.2,28,976/- arising from
9. Auditors' Remunerationtiming differences mainly on account of depreciation has been
Statutory Audit 5,193,915 5,001,919recognized in the accounts. The breakup of deferred tax is given here Tax Audit 150,000 150,000under:
Certification 533,700 150,000
Out of Pocket expenses 122,412 47,045
Others 317,277
Total 6,000,027 7,126,241
10. As at March 31, 2010 there is no interest payable to Micro and
Small Enterprises as defined under the Micro Small and Medium
Enterprises Development Act, 2006. This information and that disclosed
under schedule 11 have been determined to the extent such parties have
been identified on the basis of information available with the Company.
Aspire Peripherals Private Limited
During the year net deferred tax liability of Rs.4,27,432/- arising from
timing differences (mainly on account of depreciation and carry forward
losses) has been recognized in the accounts. The breakup of deferred
tax asset is given here under:
Tax effect of Timing Difference on Amount in Rs. Amount in Rs.
account of: 2009 10 2008 09
(a)Depreciation 589,612 165,483
Net Deferred tax Liability / Asset 589,612 165,483
Deferred tax
(Asset) / liability
as on 31.03.2010
Difference between WDV as per books and WDV
as per Income Tax 4,57,090
Difference in Preliminary Expenses 605
Carry forward business losses (30,264)
Total 4,27,432
Deferred tax Current year Deferred tax
(asset) / liability charge / (asset) / liability
as on 01.04.2009 (Credit) as on 31.03.2010
Difference between written
down value as per books
and as per IT Act 2,21,975 15,819 237,794
Difference in Preliminary
Expense 7,001 (3,009) 3,992
Total 2,28,976 12,810 241,786
Realize Your Ideas 35|
Calsoft Annual Report 2009 - 2010|
March 31, 2010 March 31, 2009
Rs. Rs.
11. Value of Imports on CIF basis
Calsoft Capital Goods NIL 5,664,839
Aspire Communications Private Limited 598,625 590,690
12. Dividend remitted in Foreign Currency
Years 2010 2009
Number of Non resident shareholders 4
Dividend remitted during the year Rs. Nil 81,631
Number of shares Nil 81,631
13. Acquisitions & Disinvestment 14. Segment Reporting
During the year there has been no major acquisitions by the group. 14.1. The Company’s operations predominantly relate to providing
However there has been a investment of 10% the equity of Calspence , development of software to customers globally operating in various
Srilanka amounting to Rs.794, 062. industry segments. Accordingly, software product and development
revenues along industry classes comprise the primary basis of segmental During the year ended March 31, 2010, American Healthnet Inc. (“AHN”) information set out in these financial statements. The accounting policies entered into an agreement to sell its assets to a third party. As a result of this adopted for segment reporting are in line with the accounting policies of the transaction, CSWL management has determined AHN has sufficient assets Company. Revenue and expenses have been identified to segments on the to support the carrying values of CSWL’s investment in AHN and certain basis of the above primary segment information viz industry segments. receivables from AHN, and impairment has not occurred at March 31, 2010. Revenue and expenses, which relate to the enterprise as a whole and are During the year ended March 31, 2010 CSWL entered into a stock sale not allocable to the segments on a reasonable basis, have been included agreement whereby it sold its entire 51% interest in IDC to Higher One Inc., a under unallocable corporate income/ expenses.U.S. based financial services company that enable institution of higher
learning to streamline business processes while improving the quality of
student services. The accompanying financial statements reflect a gain of The Industry segments of the Company consist of: Technology Solutions
$8,587,822 (Rs.428,095,128), net of income taxes from the transactions. (TS), Enterprise Solutions (ES) , Infrastructure Management Services (IMS),
The agreement further provides incentives by which CSWL could earn an and strategic Investments (SI)
additional $4,488,000 if certain sales goals are met. As these potential
future earnings are ontingent in nature, they have not been reflected in the
accompanying financial statements.
14.2 Primary Segment
Particulars TS ES IMS SI Inter Company Unallocated Total
1.Segment Revenue 8916.50 9786.07 586.87 1074.43 618.50 Nil 19745.37
(7467.08) (9847.06) (619.92) (8362.13) (431.00) (NIL) (25865.19)
Less: Inter Segment Revenue Nil Nil Nil Nil Nil Nil
(Nil) (Nil) (Nil) (Nil) (NIL) (Nil)
Net Sales/ Income from Operations 8916.50 9786.07 586.87 1074.43 618.50 Nil 19745.37
(7467.08) (9847.06) (619.92) (8362.13) (431.00) (NIL) (25865.19)
2.Segment Results 1325.12 - 869.28 -38.45 -648.26 Nil Nil -230.87
(-511.00) (-462.00) (-53.00) (-1450.93) (Nil) (NIL) (-2476.93)
Less:1.Interest & Finance Charges Nil Nil Nil Nil Nil 1140.95 1140.95
(Nil) (Nil) (Nil) (Nil) (Nil) (834.56) (834.56)
2.Other Unallocable Expenditure,
Net of Un-allocable Income Nil Nil Nil Nil Nil -304.89 -304.89
(Nil) (Nil) (Nil) (Nil) (Nil) (-1004.00) (-1004.00)
Profit before Tax 1325.12 - 869.28 -38.46 -648.26 Nil 836.06 -1066.93
(-511.00) (-462.00) (-53.00) (-1654.00) (Nil) 169.00 (2307.93)
Figures in brackets relate to the year ended March 2009
(Rs. in Lakhs)
36 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
The company believes that it is currently not practicable to provide segment 15.2 Inatech InfoSolutions P Ltddisclosures to total assets and liabilities since a meaningful segregation of 1) (a) Contribution to Defined Contribution Planavailable data is onerous.
15. Disclosure under AS 15 revised on Employee benefits
15.1 California Software Company Limited
Gratuity
(b) The details of defined benefit plans of the Company are reported
below. However, and according to the management there are no defined
benefit obligation in the subsidiaries.
The amounts recognized in the income statement are determined as
follows:
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 37|
Amount in Rs
Particulars 2009 -10 2008 -09
a) Changes in present value of benefit obligation
Projected value obligation as at beginning
of the year 12,029,672 5,311,829
Current service cost 3,764,404 1,805,232
Interest cost 962,374 376,049
Actuarial loss/(gain) (3,716,380) 5,759,003
Benefits paid (647,106) (1,222,441)
Projected value of obligation as at end of the year 12,392,964 12,029,672
b) Changes in fair value of Plan Assets
Fair value of the plan assets 6461,192 5,274,882
Expected return on plan assets 570,590 447,254
Contributions 0 18,54,027
Benefits paid 647,106 1,222,441
Actuarial gain on plan assets NIL 107,470
Fair value of plan assets at the end of the year 6,384,676 6,461,192
c)Amounts recognised in the balance sheet
Projected value of obligation at the end of the year 12,392,964 12,029,672
Fair value of plan assets at end of the year 6,384,676 6,461,192
Funded status of the plans – ( asset )/ liability 6,008,288 5,568,480
d)Cost for the year
Current service cost 3,764,404 1,805,232
Interest cost 962,374 376,049
Expected return on plan assets (570,590) (447,254)
Net actuarial (gain)/loss recognised in the year (3,716,380) 5,651,533
Past Service Cost 5,568,480 36,947
Contributions 0 (1,854,027)
Net cost 6,008,288 5,568,480
E)Principal actuarial assumptions
Discount rate 8% 8%
Estimated rate of return on plan assets 8% 8%
Expected rate of salary increases 5% 6%
Any other material actuarial assumptions-Attrition 1-3% 1-3%
Leave Encashment:
Obligations at period beginning 7,341,134 6,723,808
Service Cost 9,862,345 5,642,037
Interest on Defined benefit obligation 253,649 470,667
Benefits settled (8,341,038) (5,452,321)
Actuarial (gain)/loss 1,265,362 (43,057)
Past Service Cost 0 0
Obligations at period end 10,381,452 7,341,134
Long Term - PBO - Actuarial 9,557,574 6,873,353
Short Term - Compensated absence - Actual 823,878 467,781
10,381,452 7,341,134
Principal actuarial assumptions
Discount rate 8% 7%
Expected rate of salary increases 5% 6%
Attrition rate 1-3% 1-3%
Gratuity (Funded) Leave (unfunded)
Particulars Current Previous Current Previous
Year year year year
Current Service Cost 627,403 954,231 106,435 605,237
Interest Cost 50,192 65,564 65,586 37,922
Expected return on
plan assets (118,428) 38,413 Nil Nil
Actuarial gain/loss (285,346) (134,236) (51,076) (47,313)
Total gratuity/Leave costs 273,821 847,146 120,945 595,846
Actual return on plan
assets Gain/(Loss) 118,428 40,814 NIL Nil
Present value of defined benefit pension obligations funded by plan assets.
Gratuity Leave
Particulars Current Year Previous year
Defined benefit pension obligations 2,048,619 1,656,370
Fair value of plan assets 1,459,959 1,001,148
Unrecognized actuarial(gains)/losses NIL Nil
Unrecognized past service cost NIL Nil
Net defined benefit pension plan
assets/(liability) (588,660) (655,222)
Movement in the present value of the defined benefit Gratuity and
Leave obligations.
Gratuity (Funded) Leave (unfunded)
Particulars Current Previous Current Previous
Year year year year
Obligations at period
beginning 1,656,370 803,602 921,737 452,867
Service Cost 627,403 954,231 106,435 605,237
Interest Cost 50,192 65,564 65,586 37,922
Benefits settled Nil Nil (203,812) Nil
Actuarial (gain)/loss (285,346) (131,835) (51,076) (47,313)
Settlements Nil (35,192) 0 (126,976)
Obligations at period end 2,048,619 1,656,370 838,870 921,737
The movement in fair value of plan assets during the financial year
Gratuity Leave
Particulars Current Year Previous year
Beginning of the financial year 1,001,148 Nil
Balance correction Actual return 22,410 Nil
Expected return on plan assets (estimated) 118,428 38,413
Actuarial (gain)/Loss Nil 2,401
Administration Cost Nil Nil
Pension Contributions 312,088 995,526
Equitable Interest Transfer 5,885 Nil
Settlements 0 -35,192
End of the financial year 1,459,959 1,001,148
Actual Return on Plan Assets 118,428 63,224
Particulars Current Year Previous year
Contribution to Provident Fund and
Social Security 21,388,836 20,541,431
The principal actuarial assumptions used are as follows.
15.3 Aspire Communications P Ltd & Aspire Peripherals P
Ltd
1. Aspire Communication Private Limited
16. Obligations on long-term, non-cancelable operating
Leases
The lease rentals charged for the year ended March 31,2010/ 2009 and
maximum obligations on long-term, non-cancelable operating leases
payable as per the rentals stated in the respective agreements are as
follows :
CSWL and its subsidiaries capital lease obligations
The Company has entered into various leases for office space, temporary
living quarters, office equipment and vehicles used by the Company.
Certain leases, which are long-term, non-cancelable and contain rent
escalation clauses, expire through 2012 and are accounted for as
operating leases. Rental expense under all leases, including property
taxes, amounted to Rs. 11,861,815($265,365) for the year
Future minimum rental payments under these leases as of March 31, 2010,
are as follows:
Year ending March 31, Rs.
2011 7,878,464
2012 1,729,398
2013 NIL
Total minimum future lease payments 9,607,862
Inatech has renewable operating leases for office facilities that are
cancelable at its option. Rental expenses thereof has been charged off to
the profit and loss account is Rs 9,966,695/- (Rs. 18,632,397/-).
Gratuity (%) Leave (%)
Particulars Current Previous Current Previous
Year year year year
Weighted average discount rate 8 7 8 7
Expected return on plan assets 8 8 0 0
Salary escalation rate 5 NIL 5 NIL
a. Particulars Amount (Rs.)
Changes in Present value of obligations
Obligations at period beginning 561,701
Service cost 153,414
Interest on Defined Benefit Obligation 44,936
Benefits settled NIL
Actuarial ( Gain ) / loss (91,566)
Obligations at period end 668,485
Change in plan assets
Plan assets at period beginning, at fair value 741,279
Expected return on plan assets 66,715
Actuarial ( Gain ) / loss NIL
Contributions NIL
Benefits settled NIL
Plan Assets at period end, at fair value 807,994
Closing Value of Obligations / Assets
Present value of obligations 668,485
Fair value of plan assets 807,994
Funded Status 139,509
Unrecognized actuarial (gains) / Losses NIL
Net Asset / ( Liability) 139,509
Expenses Recognized
Service Cost 153,414
Interest cost 44,936
Expected Return on Plan Assets (66,715)
Actuarial (gain) / Loss (91,566)
Net gratuity cost 40,069
Assumptions
Discount Factor 8%
Salary Escalation 4%
2. Aspire Peripherals Private Limited
Particulars
Changes in Present value of obligations
Obligations at period beginning 50,877
Service cost 3,222
Interest on Defined Benefit Obligation 4,070
Benefits settled NIL
Actuarial ( Gain ) / loss 18,485
Obligations at period end 76,654
March 31, 2010
Amount (Rs.)
Change in plan assets
Plan assets at period beginning, at fair value 86 893
Expected return on plan assets 7,862
Actuarial ( Gain ) / loss NIL
Contributions 725
Benefits settled NIL
Plan Assets at period end, at fair value 95,480
Closing Value of Obligations / Assets
Present value of obligations 76,654
Fair value of plan assets 95,480
Funded Status 18,826
Unrecognized actuarial (gains) / Losses
Net Asset / ( Liability) 18,826
Expenses Recognized
Service Cost 3,222
Interest cost 4,070
Expected Return on Plan Assets (7,862)
Actuarial (gain) / Loss 18,485
Net gratuity cost 17,915
Assumptions
Discount Factor 8%
Salary Escalation 7%
March 31, 2010
March 31, 2010 March 31, 2009
Lease rentals recognized during the year 678,514 838,308
Lease Obligations
Within one year of the balance sheet date NIL 489,013
Due in a period between one and five years NIL NIL
(In Rupees)
38 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
17. Related Party Disclosure17.1 Names of related parties and description of Relationship
a) List of related parties where control Exists
1) California Software Company Limited
Companies Having Substantial Kemoil Limited, Hong Kong *
Interest Chemoil Energy Limited, Hong Kong *
b) Key management personnel Mr.Sam Santhosh
Mr.Clyde Michael Bandy
c) List of related parties where
no control Exists
Fellow Subsidiaries of Kemoil
Limited Chemoil corporation USA *
Chemoil International Pte. Ltd.,
Singapore *
Chemoil Europe B.V., The Netherlands *
Chemoil Terminals Corporation California,
USA
Royal Melbourne Insurance Company
Limited, British Virgin Islands
Chemoil Logistics Inc. British Virgin
Islands
Baltic Fuel Inc. British Virgin Islands
Belgrave Investors Corp. British Virgin
Islands
Cypress Maritime Ltd. British Virgin
Islands
Dryden Agency Inc. British Virgin Islands
Spy Glass Maritime Ltd. British Virgin
Islands
Soham Corporation. British Virgin Islands
GPS Chemoil LLC (FZC) U.A.E
Galaxy Energy Group Ltd. British Virgin
Islands
Subsidiaries of the abovementioned Chemoil Advanced Management Services
fellow subsidiaries Pvt. Ltd., India *
Chemoil Latin America, Inc. Panama *
Chemoil Middle East DMCC *
IPC (USA) Inc California, USA
Andorra Services Inc. British Virgin
Islands
Chemoil North America Corporation
Connecticut, USA
Chemoil Pacific Pte Ltd Singapore
Ocean Connect.com Inc Delaware, USA
St.Andrews Insurance Brokers, Inc
California USA
Berkshire Energy Ltd. British Virgin
Islands
Chemoil Energy Philippines Inc.
Philippines
Chemoil Storage Limited Marshall Islands
Chemoil Belgium N.V. Belgium
Chemoil Office Support B.V. The
Netherlands
Burando Holding B.V. The Netherlands
Anand Sea Shipping Limited Marshall
Islands
Faith IV Pte Ltd Singapore
Olympic Shipping Pte Ltd Singapore
Chemoil Navigation Limited - Marshall
Islands
Pacifico Bunkering Services SA Panama
Cypress Bunkering Services, SA Panama
Spy Glass Bunkering Services, SA
Bonifay International Corp Panama
Inatech Infosolutions Limited
1. Vedante Srihari - Director for part of the year and Key Managerial
Person of Inatech Solutions Limited, UK
2. Ravindra Krishnappa - Director Key Managerial Person
1. Aspire Communications Private Limited
a) Dr. Mahesh. K. Rao, CEO & Director.
b) Mrs. Vijaya Rao, Director Finance.
2. CSWL Inc and its subsidiaries
a) IPC USA Inc
b) Itochu Corporation
c) Chemoil Corporation
d) American Healthnet inc
17.2 The above information regarding related parties
have been determined to the extent such parties have
been identified on the basis of information available with
the Company.
Companies having Fellow subsidiaries of
Description Substantial interest Kemoil Corporation
2009 - 10 2008 - 09 2009 - 10 2008 - 09
TRANSACTIONS DURING
THE YEAR
Sales of services 0 NIL 46,214,926 86,417,768
Reimbursement of Expenses
and Others NIL 5,448,920
Interest received
Dividend Paid
Purchase of Services 0 8,166,208
Commission Paid
Purchase of Fixed Assets
Purchase of Investments
Issue of shares
Issue of Debentures
Advances made
Loans Repaid
Guarantees given during
The year
BALANCE AT YEAR END
Investments
Sundry Debtors 8,591,996 14,686,804
Loans and Advances
Interest Receivable
Unsecured Loans
Sundry Creditors - 6,591,736
Guarantees outstanding
Realize Your Ideas 39|
Calsoft Annual Report 2009 - 2010|
Sl No Name Nature of Transaction Value of Transaction Balance Outstanding
Of CSWL Inc and its subsidiaries Rs. Rs.
1. Chemoil Corporation, USA Advance receivable by CSWL 9,735,660
2. American Healthnet Inc. Loan received by American Healthnet Inc. 85,065,754
3. Shareholder and Director of E pay. Loan received by CSWL and repayment 357,600
4. Andorra Services Inc., Loan Received by Andorra Services Inc 32,000,954
5 IPC (USA) Inc Advance receivable by CSWL 4,157,100
6. American Healthnet Inc Advance receivable by CSWL 141,436,879
7. Chemoil latin America Advance receivable by CSWL 174,330
. Inatech InfoSolutions Limited & Subsidiaries
1. Vedante Srihari Remuneration Share Purchase Consideration 9,075,600 NIL
22,36,410 22,36,410
2. Ravindra Krishnappa Director Remuneration 3,129,669 NIL
Aspire Communications Private Limited
1. Dr. Mahesh Rao Salary 1,594,369 NIL
Incentive 700000
Reimb of Expenses 3,59,077
2. Smt. Vijaya Rao Salary 217,560 NIL
17.3 Related Party Transactions of subsidiaries
2. Earnings per share
Basic Earnings Per Share:
March 31, 2010 March 31, 2009
Rs Rs
Weighted average - No. of shares 12,365,006 12,365,006
Profit after Tax 356,828,200 (227,357,486)
Basic Earnings per Share 28.86 (18.39)
40 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
3. Consolidated Balance Sheet Abstract and Company’s General Business Profile Information Pursuant to Part IV of Schedule VI of the Companies Act,1956
I. REGISTRATION DETAILS
Registration No. State Code
Balance Sheet Date
II. CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)
Public Issue Rights Issue
Bonus Issue Private Placement
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands)
Total Liabilities Total Assets
SOURCES OF FUNDS:(Amount in Rs. Thousands)
Paid Up Capital Reserves & Surplus
Secured Loans Unsecured Loans
Minority Interest Deferred Tax
APPLICATION OF FUNDS (Amount in Rs. Thousands)
Net Fixed Assets Investments
Net Current Asset Misc. Expenditure
Deferred Tax
IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands)
Turnover (including other income) Total Expenditure
Profit/(loss) Before Tax Profit/(loss) After Tax
Earnings Per Share (basic) in Rs. Dividend Rate %
(weighted average)
V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/ SERVICES OF COMPANY (AS PER MONETARY ITEMS)
Item Code No.
Product Description
N I L
N I L
1 8
2 0 1 3 1 3 5 . 8 0 1
As per our report of even date attached
N I L
9 6 7 8 4 2 . 6 0 4
3 5 7 . 5 8 9
4 2 4 3 9 . 3 3 2
2 6 9 . 0 2 9
1 8 9 2 1 5 7 . 8 5
3 5 6 8 2 8 . 2 0 0
2 0
3 1 0 3 2 0 1 0
2 2 1 3 5
2 0 2 2 8 . 9 8 8
1 2 3 6 5 0 . 0 6 0
5 6 0 9 5 2 . 3 3 6
N I L
1 4 0 9 4 7 5 . 1 0 4
2 0 0 5 0 2 7 . 3 1 0
5 9 9 7 9 0 . 4 7
2 8 . 8 6
C O M P U T E R S O F T W A R E
8 5 2 4 9 0 0 9
7 9 0 5 5 6 . 8 2 0
N I L
4. Regrouping and Rearranging of figures
The previous year figures have been regrouped, rearranged/ amended wherever necessary to conform to the current year's classification.
Signature to Schedules 1 to 23
N I L
2 0 1 3 1 3 5 . 8 0 1
S. SanthoshManaging Director
S Santhanakrishnan Director
FOR TOMY & FRANCISChartered Accountants
K. J. TOMY, B.Sc, F C A
Partner Membership No. 22768
Dr. P. J. GeorgeDirector
Jitendra Kumar Pal Company Secretary
ChennaiJune 23,2010
Realize Your Ideas 41|
Calsoft Annual Report 2009 - 2010|
Consolidated Statement of Cash Flow for the Year Ended
(in Rupees)
Note: Cash outflow on account of purchase of fixed assets includes effect of foreign exchange fluctuations of fixed assets of overseas subsidiaries from their date of acquisition and year-end rate.Figures in brackets indicate outflows As per our Report of even date attached
Calsoft Annual Report 2009 - 2010|
March 31, 2010 March 31, 2009
CASH FLOW FROM OPERATIONS
Net Profit Before Tax and Extraordinary and Prior (106,693,172) (230,793,014)
Period Items
Adjustment for:
Loss on disposal of asset 404,213 13,539,020
Profit on sale of asset (4,017) (910,994)
Depreciation 48,263,940 67,571,519
Deferred expenses written off 56,352,961 30,535,007
Interest Income (4,100,860) (20,281,155)
Interest expense 114,095,246 83,455,879
Prior period adjustment and extra ordinary items 694,919,593 (43,677,423)
Transfer to general reserve (4,000,000) 888,361
Minority Interest changes 10,713,033 23,534,091
809,950,937 (76,138,709)
Adjustment for:
Current Assets, Loans and Advances 28,119,777 (112,027,941)
Current Liabilities & Provisions (465,531,723) 328,971,687
Increase/ Decrease in net current asset (437,411,946) 216,943,746
Cash generated from operations 372,538,991 140,805,037
Current Taxation (154,782,067) (18,077,098)
Deferred Taxation (88,180,209) 41,655,958
Other Items to be adjusted NIL (283,060)
NET CASH FROM OPERATIONS 129,576,715 164,100,837
CASH FLOW FROM INVESTING
Purchase of fixed Assets net (162,977,559) (428,142,121)
Cash generated from sale of assets 70,372,698 NIL
Deferred tax Asset Increase 68,885,687 (63,293,557)
Increase in expenses to be amortized (95,512) (12,893)
Change in Investments (28,106,803) 20,384,108
Interest Income 4,100,860 20,281,155
NET CASH FROM INVESTING (47,820,629) (450,783,308)
CASH FLOW FROM FINANCING
Loans borrowed ( Net of repayment) (136,815,811) 195,381,019
Deferred tax liability reduction 84,605,275 12,923,906
Increase in capital NIL NIL
Increase in Share premium NIL NIL
Increase / (Decrease) in other resereves (54,643,833) 26,192,939
Minority Interest changes (5,929,338) (23,780,894)
Dividend Tax (4,203,146) (680,080)
Interest Expense (114,095,246) (83,455,879)
Addition to Capital Reserve NIL NIL
Dividend (24,731,662) (1,696,450)
NET CASH FROM FINANCING (255,813,761) 124,884,560
Net increase/ decrease in cash or cash equivalents (174,057,675) (161,797,911)
Cash & Cash equivalents at the beginning of the year 403,071,930 564,869,841
Cash & Cash equivalents at the close of the year 229,014,255 403,071,930
S. SanthoshManaging Director
S Santhanakrishnan Director
FOR TOMY & FRANCISChartered Accountants
K. J. TOMY, B.Sc, F C A
Partner Membership No. 22768
Dr. P. J. GeorgeDirector
Jitendra Kumar Pal Company Secretary
ChennaiJune 23,2010
42 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 43|
Rs
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ith In
dia
n G
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nd
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2.
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per a
pp
rova
l refe
rred
ab
ove
. In
dia
n R
up
ee e
qu
iva
len
t of t
he fi
gu
res
giv
en
in fo
reig
n c
urr
en
cie
s in
the a
cco
un
ts o
f th
e o
vers
ea
s su
bsi
dia
ries
ha
ve b
een
rep
ort
ed
in th
is ta
ble
ba
sed
on
th
e e
xch
an
ge r
ate
s a
s a
t ye
ar
en
d M
arc
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1 2
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0 fo
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ms
an
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ate
du
rin
g th
e y
ea
r 2
00
9-1
0 fo
r
pro
fits
& L
oss
acco
un
t ite
ms
3.
CS
WL In
c fo
r th
e y
ea
r a
nd
pre
vio
us
yea
r p
rofit
/lose
fig
ure
s re
po
rted
in d
olla
rs c
on
vert
ed
in ta
ble
to R
s in
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res
an
d p
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nte
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clu
des
the resu
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f its
sub
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ea
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et I
nte
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tion
al I
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00
% e
qu
ity h
eld
by
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nd
its
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bsi
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tern
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l In
no
vatio
ns
ii)W
ald
ron
Ltd
(Wa
ldro
n-1
00
% h
eld
by
CS
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c,)
iii)
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ireS
oft
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n (
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% e
qu
ity h
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by
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held
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4.
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tech
Info
solu
tion
s P
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td fo
r th
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r in
clu
ded
the re
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of i
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s (P
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5.
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ast
po
int S
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tion
s Ltd
wa
s in
co
rpo
rate
d in
20
07
an
d y
et t
o c
om
men
ce o
pera
tion
s.
6.
Asp
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Calsoft Annual Report 2009 - 2010|
STANDALONE FINANCIAL STATEMENTS
Auditors’ Report and Annexure 45
Financial StatementsBalance Sheet 48Profit and Loss 49
Schedules to Financial Statements 50
Balance Sheet Abstract
and General Business Profile 62
Statement of Cash Flow 63
Statements Pursuant to Section 212 Relating to Subsidiary Companies 64
Shareholder Information 65
Frequently Asked Questions 67
To
The Members,
California Software Co. Ltd.,
1. We have audited the attached Balance Sheet of California Software Company Limited as at March 31,2010 and the related Profit and Loss Account and
Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as amended by The Companies (Auditor's Report) (Amendment) Order, 2004 issued by the
Government of India in terms of section 227(4A) of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records
of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) Subject to our remarks in paragraph 4 above, 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) 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in all material
respects in compliance with the applicable accounting standards referred to in section 211(3C) of the Act.
(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Act.
(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes
thereon and attached thereto, give in the prescribed manner the information required by the Act give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010 ;
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.
CA K J TOMY BSc FCA
Partner
(Membership No: 0 22768)
Chennai For and on behalf of
June 23, 2010 Tomy & Francis
Chartered Accountants
FRN: 010922 S
Auditors' Report to the Members of California Software Company Limited
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 45|
(I) (a) The Company is in the process of maintaining proper records to show full particulars including quantitative details and situation of fixed
assets.
(b) It has been represented to us that the fixed assets of the Company are physically verified by the management during the year; however
documentation of the same comparing the physical inventory and the book inventory is not made available to us.
(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the
Company during the year.
(ii) (a) The Company has granted an unsecured loan to a company covered under register maintained under Section 301 of the Act. The maximum
amount involved during the year Rs.7,000,000/- and the year end balance of the loan was Rs.1,000,000/-.
(b) In our opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company
(c) In respect of the aforesaid loan, reasonable steps have been taken by the Company for the recovery of the principal amount and interest,
where applicable.
(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(iii) In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased/
services rendered are of special nature for which suitable alternative sources do not exists for obtaining comparative quotations, there is generally
an adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets
and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the
information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major
weaknesses in the aforesaid internal control system.
(iv) (a) In our opinion and according to the information and explanation 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, having regards to our comments in paragraph 3 above, the
transactions made in pursuance of such contracts or arrangements entered into the register maintained in pursuance of Section 301 of
the Act and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are
reasonable having regard to the prevailing market prices at the relevant time.
(v) In our opinion and according to the information and explanations given to us, the Company has in general, complied with the provisions of
Sections 58A and 58AA of the Act and the rules framed there under, with regard to the deposits accepted from public. According to the
information and explanations given by the Company, no order under aforesaid sections has been passed by the Company Law Board on the
Company in respect of the aforesaid deposits
(vi) In our opinion, the company has internal audit system commensurate with its size and nature of its business.
(vii) The Government of India has not prescribed maintenance of cost records by the Company under Section 209(1)(d) of the Act for any of the
products of the Company.
(Viii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has
generally been regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-Tax, Sales tax, Value Added Tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other
material statutory dues as applicable with the appropriate authorities in India.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Sales Tax,
Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.
The particulars of dues of Income Tax which has not been deposited on account of a dispute are indicated in Note 27 of Schedule 22.
(ix) The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses during the year ended on that date or in the
immediately preceding financial year.
(X) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in
repayment of its due to any financial institution or bank as at the balance sheet date,
Annexure to the Auditors’ Report
(Referred to in paragraph 3 of our Report of even date to the members of California Software Company Limited on the financial statements for the year ended March 31,2010)
Calsoft Annual Report 2009 - 2010|
46 Realize Your Ideas|
(xi) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company
during the year for loans taken by others from banks or financial institutions, are not prejudicial to the interest of the Company.
(xiii) In our opinion and according to the information and explanations given to us, on an over all basis, the term loans have been applied for the
purposes for which they were obtained.
(xiv) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations
given to us, there are no funds raised on a short-term basis which have been used for long-term investment.
(xv) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301
of the Act during the year.
(xvi) During the course of our examination of the books of account, carried out in accordance with the generally accepted auditing practices in India,
we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we been informed of such
case by the management.
(xvii) Clauses, (ii), (xiii), (xiv), (xix) and xx of paragraph 4 of the Companies (Auditor's Report) Order 2003 as amended by the Companies (Auditor's
Report) (Amendment) order, 2004, are not applicable in the case of the Company for the current year, since in our opinion there is no matter which
arises to be reported in the aforesaid order.
CA KJ TOMY BSc FCA
Partner
(Membership No.0 22768)
For and on behalf of
Chennai TOMY & FRANCIS
June 23, 2010 Chartered Accountants
FRN:010922S
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 47|
Standalone Balance Sheet as at March 31, 2010
S. SanthoshManaging Director
S Santhanakrishnan Director
K.J.TOMY B.Sc, FCAPartnerMembership No 22768
For and on behalf ofTOMY & FRANCISChartered Accountants
ChennaiJune 23, 2010
Dr.P.J.George Director
Jitendra Kumar Pal Company Secretary
Schedules referred to above form an integral part of these accountsThis is the Balance Sheet referred to in our report of even date
Calsoft Annual Report 2009 - 2010|
48 Realize Your Ideas|
Schedule As on March 31, 2010 As on March 31, 2009
(Rs) (Rs) (Rs) (Rs)
SOURCES OF FUNDS:
Shareholders' Funds
Share Capital 1 123,650,060 123,650,060
Reserves and Surplus 2 886,111,086 862,166,922
1,009,761,146 985,816,982
Loan Funds
Secured Loans 3 653,774,683 792,353,035
653,774,683 792,353,035
Deferred Tax (Note 20 on Schedule 22) 41,529,352 25,500,000
TOTAL 1,705,065,181 1,803,670,017
APPLICATION OF FUNDS
Fixed Assets :
Gross Block 4 1,080,503,739 1,070,757,608
Less: Depreciation 228,212,666 172,774,678
Net Block 852,291,073 897,982,930
Capital Work-in-Progress NIL 10,994,391
852,291,073 908,977,321
Investments 5 877,264,677 803,705,485
Current Assets, Loans and Advances
Sundry Debtors 6 334,156,606 464,718,482
Cash and Bank Balances 7 54,375,157 23,623,147
Loans and Advances 8 44,864,130 38,753,096
433,395,893 527,094,725
Less : Current Liabilities and Provisions
Liabilities 9 418,788,438 426,235,479
Provisions 10 39,098,024 9,872,035
457,886,462 436,107,514
Net Current Assets (24,490,569) 90,987,211
TOTAL 1,705,065,181 1,803,670,017
Significant Accounting Policies 19
Notes on Accounts 20
Standalone Profit and Loss Account for the Year Ended
Schedules referred to above form an integral part of these accountsThis is the Profit and Loss Account referred to in our report of even date
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 49|
S. SanthoshManaging Director
S Santhanakrishnan Director
K.J.TOMY B.Sc, FCAPartnerMembership No 22768
For and on behalf ofTOMY & FRANCISChartered Accountants
ChennaiJune 23, 2010
Dr.P.J.George Director
Jitendra Kumar Pal Company Secretary
Schedule Year Ended March 31, 2010 Year Ended March 31, 2009
(Rs) (Rs) (Rs) (Rs)
INCOME
Sales and Services 11 874,479,447 726,123,736
Other Income 12 26,099,551 87,093,637
900,578,998 813,217,373
EXPENDITURE
Purchases 13 98,164,282 57,778,936
Employee Costs 14 428,969,438 412,636,862
General, Administration and Other Expenses 15 130,717,340 253,954,401
Selling Expenses 16 10,987,016 14,328,778
668,838,076 738,698,977
Profit before Interest and Finance Charges, Depreciation and Tax 231,740,922 74,518,396
Interest and Finance Charges 17 88,700,209 68,685,115
Depreciation 18 60,434,316 60,867,028
149,134,525 129,552,143
Profit / (Loss) before Tax 82,606,397 (55,033,747)
Tax Expenses
Current Tax 13,700,000 9,200,000
Deferred Tax 16,029,352 13,800,000
Fringe Benefits Tax NIL 2,500,000
29,729,352 25,500,000
Profit/ (Loss) After Tax 52,877,045 (80,533,747)
Balance brought forward 167,011,488 247,545,235 247,545,235
PROFIT AVAILABLE FOR APPROPRIATION 219,888,533 167,011,488
Appropriations
Proposed Dividend 24,730,012 NIL
Tax on Dividend 4,202,866 NIL
Transfer to General Reserve 4,000,000 NIL
Balance Carried to Balance Sheet 186,955,655 167,011,488
219,888,533 167,011,488
Earnings per Share
Number of Equity Shares outstanding 12,365,006 12,365,006
Basic earnings per share (Rs.) 4.28 (6.51)
Significant Accounting Policies 19
Notes on Accounts 20
As on As on
March 31, 2010 March 31, 2009
RS RS
SCHEDULE 1. SHARE CAPITAL
AUTHORISED
15,000,000 Equity Shares of Rs.10/- each 150,000,000 150,000,000
ISSUED
12,365,006 Equity Shares of Rs.10/- each 123,650,060 123,650,060
SUBSCRIBED & PAID UP
12,365,006 Equity Shares of Rs.10/- each fully paid up. 123,650,060 123,650,060
Notes :
Of the above, 724,920 equity shares of Rs.10/- each were issued as
fully paid-up for consideration other than cash
SCHEDULE 2. RESERVES & SURPLUS As on March 31, 2010 Additions / (Deductions) As on March 31, 2009
Rs Rs Rs
Capital Reserve 206,250 NIL 206,250
Share Premium 633,084,932 NIL 633,084,932
General Reserve 61,864,252 4,000,000 65,864,252
Profit and Loss Account balance 167,011,488 19,944,167 186,955,652
862,166,922 23,944,167 886,111,086
As on As on
March 31, 2010 March 31, 2009
Rs Rs
SCHEDULE 3. SECURED LOANS
Loans from Canara Bank
Term loan 546,158,475 682,161,634
Other Loan NIL NIL
Packing credit (Note 3 below) 99,929,178 102,095,065
Interest Accrued and due 7,687,030 8,020,817
Foreign Currency Loan
Car Loan NIL 75,519
653,774,683 792,353,035
Notes :
1. 1. Loan repayable within one year NIL 60,075,519
2.1 Term Loan is secured by a first charge by way of an equitable mortgage of land and building situated at Pallikaranai, Chennai together with structure and fixtures
there on Also secured on a pari passu basis by way of hypothecation of Electrical Equipment,Furniture and Fixtures, Plant and Machinery situated at the building
situated at Pallikaranai, Chennai. Also secured by guarantee given by Chemoil Energy Limited, Hongkong
2.2 Packing credit is secured by a fixed charge over networking equipment, software licence and software Products and also secured on a pari passu basis by way of
hypothecation of Electrical Equipment, Furniture and Fixtures, Plant and Machinery situated at the building situated at Pallikaranai, Chennai.
Schedules Forming Part of Standalone Accounts for the Year Ended
Calsoft Annual Report 2009 - 2010|
50 Realize Your Ideas|
March 31, 2010 March 31, 2009
Nos Rs Nos Rs
SCHEDULE 5. INVESTMENTS
Long Term - At Cost
Non-Trade
Unquoted
In Subsidiary Companies
Equity shares of Rs 10/- each fully paid up
Aspire Communications Pvt. Limited 1,020,000 38,940,438 1,020,000 38,940,438
East Point Solutions Limited. 50,000 500,000 50,000 500,000
Equity shares of Re. 1/- each fully paid up
Inatech Infosolutions Private Limited 490,385 120,596,000 490,385 120,596,000
Equity shares of US$ 1/- each fully paid up
CSWL Incorporated, USA 9,662,800 413,126,806 9,662,800 413,126,806
Preference shares of Re. 1/- each fully paid up
Inatech Infosolutions Private Limited 16,503,600 303,289,871 16,502,400 230,524,741
Equity Shares in Calspence 188,753 794,062 NIL
Others:
Trust money in California Software Employees' Welfare Trust 17,500 17,500
877,264,677 803,705,485
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 51|
Particulars Gross Block Depreciation/Amortisation Net Block
Cost as at Cost as at Upto For The Upto As at As at
March 2009 Additions Deletions March 2010 March 2009 Year Deletions March 2010 March 2009 March 2010
Tangible
Buildings 565,708,870 8,484,916 NIL 574,193,786 8,769,998 9,354,429 NIL 18,124,427 556,069,359 556,938,872
Plant and machinery 53,331,986 556,986 53,888,972 2,243,905 2,544,711 4,788,616 49,100,356 51,088,081
Furniture and fittings 175,673,100 2,545,289 62,146 178,156,243 13,242,730 10,374,094 37,095 23,579,729 154,576,514 162,430,370
Office equipment 4,230,615 251,304 204,340 4,277,579 549,713 1,127,471 71,636 1,605,548 2,672,031 3,680,902
Computers and accessories 163,268,962 3,231,459 2,850,742 163,649,679 133,087,113 17,425,394 2,838,532 147,673,975 15,975,704 30,181,849
Vehicles 3,169,277 NIL 2,298,644 870,633 2,148,478 211,261 2,049,065 310,674 559,959 1,020,799
Intangibles
Computer Software 2,127,430 92,049 NIL 2,219,479 1,866,044 251,250 NIL 2,117,294 102,185 261,386
Product Solutions 103,247,368 NIL NIL 103,247,368 10,866,697 19,145,706 NIL 30,012,403 73,234,965 92,380,671
1,070,757,608 15,162,003 5,415,872 1,080,503,739 172,774,678 60,434,316 4,996,328 228,212,666 852,291,073 897,982,930
PREVIOUS YEAR 236,404,411 865,488,609 31,135,412 1,070,757,608 120,890,907 63,602,941 11,719,170 172,774,678
Capital Work-in-progress (Note 6 on schedule 22) NIL 10,994,391
852,291,073 908,977,321
Notes :
1. Building include undivided share of land admeasuring 4/7 of 1 acre and 55 cents
SCHEDULE 4. FIXED ASSETS (in Rupees)
Schedules Forming Part of Standalone Accounts for the Year Ended
As on As on
March 31, 2010 March 31, 2009
Rs Rs Rs Rs
SCHEDULE 6. SUNDRY DEBTORS
(unsecured)
Debts Outstanding for a period exceeding six months
Considered Good 17,885,601 132,269,722
Considered Doubtful 46,258,754 75,168,603
64,144,355 207,438,325
Other Debts Considered Good 316,271,005 332,448,760
380,415,360 539,887,085
Less: Provision for doubtful debts 46,258,754 75,168,603
334,156,606 464,718,482
Notes :
1. Due by firms or private companies in which any of the Director is a
Partner or Director or a member
(i) Chemoil Corporation USA 7,876,796 7,782,791
(ii) Chemoil ITC (P) Ltd., Singapore NIL 249,075
(iii) Chemoil Advanced Management Services Private Limited, Chennai 715,200 NIL
2. Due from Companies under the same management :
(i) CSWL Incorporated. USA 265,835,726 443,895,284
(ii) Inatech InfoSolutions Limited UK. 41,673,419 23,953,623
(iii) Inatech Egypt 2,243,940 NIL
(iv) Aspire Communication Pvt Ltd. 5,629,535 NIL
SCHEDULE 7. CASH AND BANK BALANCES
Cash in hand NIL NIL
Balance with Scheduled Banks
On current accounts 32,125,585 16,524,871
On Dividend accounts 358,037 360,824
On Fixed deposit accounts (Note 1 below) 2,567,596 4,128,652
Balance with non Scheduled Banks
On current accounts (Note 2 below) 19,323,939 2,608,800
54,375,157 23,623,147
Note:
1.Includes Margin money deposits 2,567,596 4,128,652
2. Balances with non-scheduled banks
Maximum Maximum
As on March amount As on amount
31,2010 outstanding at 31,2009 outstanding at
anytime during anytime during
the year the year
Rs Rs Rs Rs
Canbank London 523,235 2,011,194 1,011,002 1,333,628
Bank of America, Pleasanton 2,179 10,844 10,844 306,242
Overseas Chinese Banking Corporation, Singapore 425,903 656,532 453,218 453,218
Emirates Bank, Dubai (US Dollar Account) 16,399,663 17,524,616 1,031,031 6,274,387
Emirates Bank, Dubai (Dhiram Account) 1,972,958 2,527,967 102,705 3,630,048
Calsoft Annual Report 2009 - 2010|
52 Realize Your Ideas|
Schedules Forming Part of Standalone Accounts for the Year Ended
As on As on
March 31, 2010 March 31, 2009
Rs Rs Rs Rs
SCHEDULE 8. LOANS & ADVANCES (Unsecured - Considered Good Except Otherwise Stated)
Loans and Advances to Subsidiaries 4,539,690 10,614,310
Advances recoverable in cash or in kind or for value to be received
Considered good 23,361,750 8,906,476
Considered Doubtful 6,766,164 30,127,914 8,200,395 17,106,871
Deposits 14,801,303 13,637,363
Advance Income Tax and Tax deducted at source 48,987,887 38,721,447
Less :Provision for Taxation 46,826,500 2,161,387 33,126,500 5,594,947
51,630,294 46,953,491
Less: Provision for doubtful advances 6,766,164 8,200,395
44,864,130 38,753,096
Notes:
Due from Companies under the same management : Maximum
amount
outstanding at
As on March anytime during
31,2010 the year
Rs Rs
Team Frontline Limited NIL NIL
Webspectrum Software Limited NIL NIL
Inatech Infosolutions Private Limited 1,240,881 7,478,621
CSWL Incorporated, USA 3,298,809 3,554,409
California Software Employee Welfare Trust NIL NIL
As on As on
March 31, 2010 March 31, 2009
Rs Rs
SCHEDULE 9. LIABILITIES
Sundry creditors (Other than small and micro enterprises) 260,544,898 173,836,235
[Note 20 on Schedule 22]
Deposits 17,968,700 17,968,700
Advance from customers 6,077,387 49,822,940
Unclaimed Dividend 248,275 364,397
Other Liabilities 133,949,178 184,243,207
418,788,438 426,235,479
*None of the amount disclosed is more than seven years old as on the Balance Sheet date and all are unclaimed
As on As on
March 31, 2010 March 31, 2009
Rs Rs
SCHEDULE 10. PROVISIONS
Proposed Dividend 24,839,774 NIL
Tax on Dividend 4,202,866 NIL
Leave Encashment 10,381,452 9,698,313
Fringe Benefits Tax 6,272,253 6,272,253
Less : Advance Tax paid 6,598,321 (326,068) 6,098,531 173,722
39,098,024 9,872,035
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 53|
Schedules Forming Part of Standalone Accounts for the Year Ended
Year Ended Year Ended
March 31, 2010 March 31, 2009
Rs Rs
SCHEDULE 11. SALES AND SERVICES RENDERED
Sale of Software 684,303,462 647,008,856
Sale of licenses 141,211,559 38,750,078
Annual Maintenance Contracts 15,607,970 10,475,636
Consultancy Services 33,356,456 29,889,166
874,479,447 726,123,736
SCHEDULE 12. OTHER INCOME
IInterest on loan to subsidiary (Gross) (Tax deducted at source- Rs. Nil and (2009- Rs. 11,896) NIL 52,500
Interest on bank deposit (Gross) (Tax deducted atsource- Rs. Nil (2009- Rs.231,599) NIL 1,053,591
Interest Others NIL 131,446
Rental Income 21,014,053 4,426,781
Profit on sale of investments NIL 564,100
Profit on sale of assets
Exchange difference (Net gain) NIL 61,795,905
Dividend Income 2,307,573 NIL
Miscellaneous income 2,777,925 19,069,314
26,099,551 87,093,637
SCHEDULE 13. PURCHASES
Purchase of Software Licenses 47,232,042 24,552,103
Project Expenses - Bought outs 50,932,240 33,226,833
98,164,282 57,778,936
SCHEDULE 14. EMPLOYEE COSTS
Salaries ,Allowances and Bonus 377,815,113 378,361,330
Contribution to Provident and other funds 15,671,807 20,560,395
Staff Welfare Expenses 35,482,518 34,626,471
428,969,438 433,548,196
Less : Capitalised 20,911,334
428,969,438 412,636,862
SCHEDULE 15. GENERAL, ADMINISTRATIVE & OTHER EXPENSES
Electricity Charges 15,526,983 19,311,425
Rent 22,158,210 31,393,376
Rates and taxes 2,048,730 187,182
Insurance 704,799 787,612
Repairs and Maintenance
Buildings 5,109,850 7,365,893
Plant and Machinery / Computers 1,872,533 1,334,511
Others 3,863,789 5,325,829
Communication 4,740,057 4,193,144
Traveling Expenses 43,625,968 60,597,870
Data Circuit Expenses 8,987,181 12,197,419
Service Charges 1,061,333 741,608
Legal and Professional charges 6,839,510 10,637,381
Exchange difference (Net Loss) 26,985,931 NIL
Loss on sale of assets 404,213 13,199,853
Provision for doubtful debts (27,684,954) 65,062,553
Provision for doubtful advances NIL 8,200,395
Advances Written off NIL 2,451,641
Other Expenses 14,473,207 18,977,776
130,717,340 261,965,468
Less : Capitalised NIL 8,011,067
130,717,340 253,954,401
Calsoft Annual Report 2009 - 2010|
54 Realize Your Ideas|
Schedules Forming Part of Standalone Accounts for the Year Ended
Year Ended Year Ended
March 31, 2010 March 31, 2009
Rs Rs
SCHEDULE 16. SELLING EXPENSES
Commission 6,988,618 5,511,189
Business Promotion 3,998,398 4,131,414
Royalty NIL 4,686,175
Advertisement NIL NIL
10,987,016 14,328,778
SCHEDULE 17. INTEREST AND FINANCE CHARGES
Interest
On Term Loan 76,708,176 81,451,584
On Working Capital Loan 11,431,668 6,382,992
On Car Loan 1,085 12,399
On Income Tax NIL 531,893
Others 1,201 12,625
88,142,130 88,391,493
Finance charges
Bank Charges 558,079 2,816,882
88,700,209 91,208,375
Less : Capitalised NIL 22,523,260
88,700,209 68,685,115
SCHEDULE 18. DEPRECIATION
As per Schedule 5 60,434,316 63,602,941
Less : Capitalised NIL 2,735,913
60,434,316 60,867,028
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 55|
Schedules Forming Part of Standalone Accounts for the Year Ended
Schedules to Standalone Financial Statements
7. LeasesSCHEDULE 19In the case of assets taken under operating lease, the rentals are charged to
SIGNIFICANT ACCOUNTING POLICIES profit and loss account when due.
1. Basis of preparation of Financial Statements 8. InvestmentsThe financial statements are prepared under historical cost convention, in Long term investments are stated at cost with provisions where necessary, accordance with Generally Accepted Accounting Principles (“GAAP”) in for diminution other than temporary, in the value of investment.India and to comply with applicable Accounting Standards notified under
9. Foreign Currency TransactionsSection 211 (3C) of the Companies Act, 1956 and the relevant provisions of
the Companies Act, 1956. Foreign currency transactions including expenses incurred on Trading /
Non Trading Overseas offices and revenue accounts of onsite offices are 2. Use of Estimates
accounted at the exchange rates ruling on the date of transaction. At the The preparation of financial statements in conformity with the generally year end all monetary assets and liabilities denominated in foreign currency accepted accounting principles requires the management to make other than investments are restated at the closing exchange rates. estimates and assumptions that affect the reported amount of assets, Exchange differences arising out of actual payments / realisations and from liabilities, revenue and expenses and disclosure of contingent liabilities as the year end restatement referred to above are reckoned in the profit and of the date of the financial statements. The estimates and assumptions loss account.used in the accompanying financial statements are based upon the
10. Employee Benefitsmanagement's evaluations of the relevant facts and circumstances as of
the date of the financial statements. Actual results could differ from these a. Short Term
estimates. Short term Employee Benefits are recognised as expenses as per the
company’s scheme based on the expected obligation.3. Revenue Recognitionb. Long TermCalifornia Software Company LimitedLiability in respect of long term Employee Benefits in the nature of Revenue from software development is recognised based on software accumulated compensated absence is provided for based on actuarial developed and billed to clients as per the terms of specific contracts. valuation using projected unit credit method.
Revenue from consultancy services is recognised when the services have c. Post Retirementbeen provided to the customer.i) Provident fund
Revenue from the sale of software products is recognised when the sale is This is a defined contribution plan and contributions made to the fund, in completed with the passing of title. accordance with the applicable rules/statutes are charged to revenue. The
Revenue from maintenance services is accrued over the period of the Company has no further obligation for future provident fund benefits other contract. than aforesaid contributions.
4. Fixed Assets ii) Superannuation
This is a defined contribution plan. The Company contributes a sum Fixed assets are stated at cost less accumulated depreciation. Cost
equivalent to 15% of eligible employee’s salary towards superannuation includes direct costs and financing costs related to borrowing attributable
fund administered by Life Insurance Corporation of India and are charged to qualifying assets.
to profit and loss account.5. Impairment
iii) GratuityConsideration is given at each Balance Sheet date to determine whether This is a defined benefit plan. The Company has subscribed to California there is any modification or impairment of the carrying amount of the fixed Software Company Employees’ Group Gratuity Scheme, which is being assets. If any condition exists, an asset's recoverable amount is estimated. administrated by a Trust set up for this purpose under the aegis of the Life An impairment loss is recognised whenever the carrying amount of any Insurance Corporation of India (LIC). Liabilities with regard to the Gratuity asset exceeds recoverable amount.payable to the employees are determined by actuarial valuation using
6. Depreciation projected unit credit method, based upon which, the Company makes Depreciation on tangible fixed assets is calculated on straight-line method contribution to the Trust. The funds contributed to the Trust are remitted to at the rates prescribed in Schedule XIV of the Companies Act, 1956, except the LIC. Actuarial gains and losses comprising of experience adjustments for computers which are depreciated over a period of 3 Years. Intangible and the effects of changes in actuarial assumptions are recognised assets are amortized over their estimated useful lives (Computer Software 2 immediately in the profit and loss account as income or expense.Years ; Product Solutions 5 Years).
11. TaxationDepreciation charge on additions / deletions is restricted to the period of
Provision for current tax is made based on the liability computed in use.
accordance with the relevant tax rates and tax laws. Provision for deferred
Assets individually costing Rs.5,000 or less are fully depreciated in the year tax is made for timing differences arising between the taxable incomes and
of addition. accounting income computed at current applicable tax rates. Deferred tax
assets are recognised only if there is a virtual certainty that they will be In the event the useful life of any fixed assets being assessed to be lower
realised in the foreseeable future and are reviewed for the appropriateness than the life derived from the rates specified above, the book value of such
of their carrying value at each balance sheet date. assets is charged off as depreciation over their balance useful lives.
Calsoft Annual Report 2009 - 2010|
56 Realize Your Ideas|
The future projection in respect of the above products has been estimated SCHEDULE 20by the technical department, although the existence of a market for these
NOTES ON ACCOUNTS products is yet to be developed. However the product solutions are being
1. The Company has obtained approvals dated March 7, 2005 and October amortized over a period of 5 years starting Financial Year 2008-09.
10, 2005 from Director, Software Technology Park, Chennai to set up a 8. Debtors include Rs.41,673,419 due from Inatech Solutions Limited UK,
100% Export Oriented Units (EOU) under STP Scheme for the and out of that Rs.26,942,544 has been provided for as doubtful debts
development/ manufacture of computer software. The permission granted
under the STP scheme stipulates that the Company would be required to 9. Rent receivable amounting to Rs 88, 24,000 from Roxanne Research achieve positive Net Foreign Exchange (NFE) for a period of five years from Private Ltd has been shown under Loans and Advances, and the company the date of commencement of commercial production and the company is contemplating initiating legal proceeding against Roxanne Research Pvt has achieved positive NFE as on date and confident of achieving the same Ltd for the default. How ever the rent receivable have been secured by a at the end of the stipulated period. Rental Deposit of Rs 1 crore received from Roxanne.
10. Transfer Pricing
The study of international transactions entered into by the Company with its
overseas associates regarding the extent of compliance to the transfer
pricing regulations of the Income Tax Act, 1961 is yet to be completed and
the impact, if any, arising out of such study has not been recognized in
these accounts pending completion of the study.
11. Quantitative Details
As the Company is engaged in the development and export of computer
software, the production and sale of which cannot be expressed in any
generic unit, the quantitative details etc., as required under the Companies
Act, 1956 are not furnished
6. The Company’s investments in subsidiaries are considered as long term
and strategic in nature. Accordingly, the excess of the carrying value over
the net book value of the investments is considered as temporary
diminution and hence no provision for the decline in value has been
considered in these accounts.
7. Intangible asset- Product solutions represent cost of Product
development and no additions during the year in respect of the following
products:
a. Test Automation Framework (TAF)
b. Virtual IO
c. Diameter
d. Networking File System (NSF) and
e. Bunkering operations Management systems (BOMS)
(In Rupees)
March 31, March 31,
2010 2009
2.Capital Commitments:
Estimated amount of contracts remaining NIL 2,275,615
to be executed on capital account and not
Provided for (Net of advances)
3.Contingent Liabilities :
4.1 Guarantees given on behalf of
other companies 205,090,000 231,235,000
4.2 Claims against the company not
acknowledged as debt in respect of
certain income tax matters which
are subjudice 14,901,556 14,901,556
4.3 Amounts payable to Inatech Shareholders
Towards Preference Shares NIL 54,430,300
4.Other Financial Information:
5.1 Outstanding Bank Guarantees 1,942,369 3,556,304
5.2 Reimbursement of travel expenses to Directors 1,187,081 1,227,409
5.3 Amount due to be credited to Investor
Education and Protection Fund 248,275 248,275
5.4 Sitting fees paid / payable to Directors 45,000 50,000
5.Capital Work in Progress includes the following
a) Advances given –
( Considered good and recoverable ) Nil 10,994,392
b) Buildings/ Development facility under
Renovation/construction Nil Nil
c) Interest on Term Loan availed for development
facility Nil Nil
d) Product Solutions Development Expenditure
In progress Nil Nil
(In Rupees)
Year Ended March 31, March 31,
` 2010 2009
12. Auditors' Remuneration
Payments to Auditors comprise the following:
Statutory Audit 500000 1,575,000
Tax Audit 150,000 150,000
Certification 533,700 1,610,000
Out of Pocket expenses 122412 47,045
1,306,112 3,382,045
13. Value of Imports on CIF basis
Capital Goods NIL 5,664,839
14. Expenditure in Foreign Currency
Travelling Expenses 7,182,373 17,002,493
Salaries and Allowances 81,072,657 91,232,359
License Fees 21,630,346 23,141,793
Commission 5,901,407 5,511,189
Rent 7,351,549 10,856,123
Royalty NIL 12,936,000
Other Expenses 52,946,686 47,645,282
176,085,018 208,325,239
15. Earnings in Foreign Currency
Sales 843,523,239 706,723,477
Other Income Nil 19,069,314
16. Dividend remitted in Foreign Currency
Number of Non resident shareholders NIL 4
Dividend remitted during the year Rs. NIL 81,631
Number of shares NIL 81,631
For 2007 08 NIL 81,631
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 57|
17. Segment Reporting 17.3 Secondary Segment Information
Secondary segmental reporting is performed on the basis of geographical 17.1 The Company’s operations predominantly relate to providing locations of customers. Revenue from external customers based on the development of software to customers globally operating in various location of customers is as below. industry segments. Accordingly, software product and development
revenues along industry classes comprise the primary basis of segmental
information set out in these financial statements. The accounting policies
adopted for segment reporting are in line with the accounting policies of the
Company. Revenue and expenses have been identified to segments on the
basis of the above primary segment information viz industry segments.
Revenue and expenses, which relate to the enterprise as a whole and are
not allocable to the segments on a reasonable basis, have been included
under unallocable corporate income/ expenses.
The company believes that it is currently not practicable to provide segment The Industry segments of the Company consist of: Technology Solutions
disclosures to total assets and liabilities since a meaningful segregation of (TS), Enterprise Solutions (ES) and Infrastructure Management Services
available data is onerous.(IMS)
17.2 Primary Segment
Particulars TS ES CS Unallocated Total
1. Segment Revenue 493,987,650 362,968,984 17,522,813 Nil 874,479,447
(495,141,438) (230,982,298) Nil (Nil) (726,123,736)
Less: Inter Segment Revenue Nil Nil Nil Nil Nil
(Nil) (Nil) (Nil) (Nil) (Nil)
Net Sales/ Income from Operations 493,987,650 362,968,984 17,522,813 Nil 874,479,447
(495,141,438) (230,982,298) Nil (Nil) (726,123,736)
2. Segment Results 192,891,340 145,680,508 10,164,082 Nil 348,735,930
(189,350,116) (80,658,172) Nil (Nil) (270,008,288)
Less:1.Interest & Finance Charges Nil Nil Nil 88,629,037 88,629,037
(Nil) (Nil) (Nil) (68,685,115) (68,685,115)
2.Other Unallocable Expenditure,
Net of Un-allocable Income Nil Nil Nil 177,500,496 177,500,496
(Nil) (Nil) (Nil) (256,356,920) (256,356,920)
Profit / (Loss) before Tax 192,891,340 145,680,508 10,164,082 (266,129,533) 82,606,397
189,350,116 80,658,172 Nil (325,042,035) (55,033,747)
Figures in brackets relate to the year ended March 2009
(Rs. in Lakhs)
(In Rupees)
March 31, 2010 March 31, 2009
USA 631,344,514 545,744,256
Europe 75,987,920 74,907,209
India and other countries 167,147,013 105,472,271
Total 874,479,447 726,123,736
Calsoft Annual Report 2009 - 2010|
58 Realize Your Ideas|
18. Disclosure under AS 15 revised on Employee benefits 18.2 Leave Encashment
Gratuity
19. Obligations on long-term, non-cancelable operating
Leases
The lease rentals charged for the year ended March 31,2010 / 2009 and
maximum obligations on long-term, non-cancelable operating leases
payable as per the rentals stated in the respective agreements are as
follows :
(In Rupees)
2009-10 2008-09
a) Changes in present value of benefit
Obligation Projected value obligation
as at beginning of the year 12,029,672 5,311,829
Current service cost 3,764,404 1,805,232
Interest cost 962,374 376,049
Actuarial loss/(gain) (3,716,380) 5,759,003
Benefits paid (647,106) (1,222,441)
Projected value of obligation as at end of the year 12,392,964 12,029,672
b) Changes in fair value of Plan Assets
Fair value of the plan assets 6461,192 5,274,882
Expected return on plan assets 570,590 447,254
Contributions 0 18,54,027
Benefits paid 647,106 1,222,441
Actuarial gain on plan assets NIL 107,470
Fair value of plan assets at the end of the year 6,384,676 6,461,192
c) Amounts recognised in the balance sheet
Projected value of obligation at the end of the year 12,392,964 12,029,672
Fair value of plan assets at end of the year 6,384,676 6,461,192
Funded status of the plans – ( asset )/ liability 6,008,288 5,568,480
d) Cost for the year
Current service cost 3,764,404 1,805,232
Interest cost 962,374 376,049
Expected return on plan assets (570,590) (447,254)
Net actuarial (gain)/loss recognised in the year (3,716,380) 5,651,533
Past Service Cost 5,568,480 36,947
Contributions 0 (1,854,027)
Net cost 6,008,288 5,568,480
e)Principal actuarial assumptions
Discount rate 8% 8%
Estimated rate of return on plan assets 8% 8%
Expected rate of salary increases 5% 6%
Any other material actuarial assumptions-Attrition 1-3% 1-3%
(In Rupees)
2009-10 2008-09
Obligations at period beginning 7,341,134 6,723,808
Service Cost 9,862,345 5,642,037
Interest on Defined benefit obligation 253,649 470,667
Benefits settled (8,341,038) (5,452,321)
Actuarial (gain)/loss 1,265,362 (43,057)
Past Service Cost 0 0
Obligations at period end 10,381,452 7,341,134
Long Term - PBO - Actuarial 9,557,574 6,873,353
Short Term - Compensated absence - Actual 823,878 467,781
10,381,452 7,341,134
Principal actuarial assumptions
Discount rate 8% 7%
Expected rate of salary increases 5% 6%
Attrition rate 1-3% 1-3%
(In Rupees)
March 31, 2010 March 31, 2009
Lease rentals recognized during the year 678,514 838,308
Lease Obligations
Within one year of the balance sheet date NIL 489,013
Due in a period between one and five years NIL NIL
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 59|
20. Related Party Disclosure(In Rupees)
20.1 Names of related parties and description of Relationship
a) List of related parties where control Exists
Companies Having Substantial Kemoil Limited, Hong Kong
Interest Chemoil Energy Limited, Hong Kong
Subsidiaries California Software Laboratories Inc., USA
(CSWL) *
EastPoint Solutions Ltd, Chennai
Team Front Line Ltd , Cochin *
Aspire Communications Private Limited,
Mysore *
Inatech InfoSolutions Private Limited,
Bangalore *
Subsidiary of California Software Healthnet International Inc., USA
Laboratories Inc. Waldron Limited, Japan
Informed Decision corporation, USA
Aspiresoft Corporation, USA
Subsidiary of Inatech InfoSolutions Inatech Solutions Ltd, UK *
Private Limited Inatech Solutions Egypt, SAE
Subsidiary of Waldron Limited Codex Co Ltd, Japan
Subsidiary of Aspire Aspire Peripherals P Ltd, Mysore
Communications Private Limited
Subsidiary of Healthnet International Innovations Inc., USA
International Inc
b) Key management personnel Mr.Sam Santhosh
Mr.Clyde Michael Bandy
c) List of related parties where
no control Exists
Fellow Subsidiaries of Kemoil Chemoil corporation USA *
Limited Chemoil International Pte. Ltd.,
Singapore *
Chemoil Energy Limited – Singapore*
Chemoil Europe B.V., The Netherlands *
Chemoil Terminals Corporation California,
USA
Royal Melbourne Insurance Company
Limited British Virgin Islands
Chemoil Logistics Inc. British Virgin
Islands
Baltic Fuel Inc. British Virgin Islands
Belgrave Investors Corp. British Virgin
Islands
Cypress Maritime Ltd. British Virgin
Islands
Dryden Agency Inc. British Virgin Islands
Spy Glass Maritime Ltd. British Virgin
Islands
Soham Corporation. British Virgin Islands
GPS Chemoil LLC (FZC) U.A.E
Galaxy Energy Group Ltd. British Virgin
Islands
(In Rupees)
Subsidiaries of the abovementioned Chemoil Advanced Management Services
fellow subsidiaries Pvt. Ltd., India *
Chemoil Latin America, Inc. Panama *
Chemoil Middle East DMCC *
IPC (USA) Inc California, USA
Andorra Services Inc. British Virgin
Islands
Chemoil North America Corporation
Connecticut, USA
Chemoil Pacific Pte Ltd Singapore
Ocean Connect.com Inc Delaware, USA
St.Andrews Insurance Brokers, Inc
California USA
Berkshire Energy Ltd. British Virgin
Islands
Chemoil Energy Philippines Inc.
Philippines
Chemoil Storage Limited Marshall Islands
Chemoil Belgium N.V. Belgium
Chemoil Office Support B.V. The
Netherlands
Burando Holding B.V. The Netherlands
Anand Sea Shipping Limited Marshall
Islands
Faith IV Pte Ltd Singapore
Olympic Shipping Pte Ltd Singapore
Chemoil Navigation Limited - Marshall
Islands
Pacifico Bunkering Services SA Panama
Cypress Bunkering Services, SA Panama
Spy Glass Bunkering Services, SA
Bonifay International Corp Panama
20.2 The above information regarding related parties have been
determined to the extent such parties have been identified on the
basis of information available with the Company.
* Represents related parties with whom the company had transactions during the year.
Calsoft Annual Report 2009 - 2010|
60 Realize Your Ideas|
21. Earnings per share 25. Expenses reimbursed to CSWL of Rs. 82,462,350 . are based on
Debit notes received from them.Basic Earnings Per Share:
26. Except in respect of the following there are no statutory dues of
Customs Duty, Excise Duty, Cess, Wealth Tax and Income Tax, which
have not been deposited on account of a dispute
22. Deferred taxation
The deferred tax liability of Rs 41,529,352 (2009-Rs 25,500,000) has arisen
mainly on account of difference between book and tax written down value of
depreciable fixed assets
23. As at March 31, 2010 there is no interest payable to Micro and Small
Enterprises as defined under the Micro Small and Medium Enterprises
Development Act, 2006. This information and that disclosed under
schedule 11 have been determined to the extent such parties have been
identified on the basis of information available with the Company
24. In the absence of details of specific invoice particulars in the
remittance amounts realized from debtors are adjusted on First in First
out Basis.
20.3 Related Party transactions for the year ended 31 March, 2010
March 31, 2010 March 31, 2009
Rs. Rs.
Weighted average - No. of shares 12,365,006 12,365,006
Profit after Tax - Rs 52,877,045 (80,533,747)
Basic Earnings per Share - Rs 4.28 (6.51)
(In Rupees)
S. Name of the Nature of the dues Amount Rs. Forum where
No Statute dispute is pending
1. Income Tax Income Tax ( A.yr 2000-01) 1,084,617 Commissioner of
Act, 1961 Income tax
(appeals)
2. Income Tax Income Tax ( A.yr 2001-02) 1,524,090 Madras
Act, 1961 High Court
3. Income Tax Income Tax ( A.yr 2002-03) 6,552,300 Madras
Act, 1961 High Court
4. Income Tax Income Tax ( A.yr 2003-04) 1,242,460 Madras
Act, 1961 High Court
5. Income Tax Income Tax ( A.yr 2004-05) 5,676,083 Commissioner
Act, 1961 Appeals
Calsoft Annual Report 2009 - 2010|
(in Rs.)
Companies having Fellow subsidiaries of
Description Substantial interest CSWL Inc. Other Subsidiaries Chemoil Corporation Total
2009- 2010 2008-2009 2009- 2010 2008-2009 2009- 2010 2008-2009 2009- 2010 2008-2009 2009- 2010 2008-2009
TRANSACTIONS DURING THE YEAR
Sales of services 0 NIL 544,000,589 462,165,449 41,843,555 5,952,415 46,214,926 86,417,768 632,059,070 604,535,632
Reimbursement of Expenses
and Others 82,462,350 109,538,374 NIL 5,448,920 82,462,350 114,987,294
Interest received NIL 52,500 NIL 52,500
Dividend Paid NIL 8,166,208
Purchase of Services 0 8,166,208 33,477,154 628,744 33,477,154 628,744
Commision Paid NIL NIL
Purchase of Fixed Assets NIL 5,480,950 NIL 5,480,950
Purchase of Investments 73,559,192 36,600,000 73,559,192 36,600,000
Issue of shares NIL NIL
Issue of Debentures NIL NIL
Advances made (241,038) 879,315 1,166,418 7,074,463 925,380 7,953,778
Loans Repaid NIL NIL
Guarantees given during the year NIL 127,075,000 NIL 127,075,000
BALANCE AT YEAR END
Investments 413,126,806 413,126,806 464,120,371 390,561,179 877,247,177 803,687,985
Sundry Debtors 265,835,726 443,895,290 49,546,894 25,301,468 8,591,996 14,686,804 323,974,616 483,883,562
Loans and Advances 3,298,809 3,539,847 1,240,881 7,074,463 4,539,690 10,614,310
Interest Receivable NIL NIL
Unsecured Loans NIL NIL
Sundry Creditors 189,243,237 125,550,428 15,487,758 193,411,574 NIL 6,591,736 204,730,995 325,553,738
Guarantees outstanding 202,590,000 228,735,000 2,500,000 2,500,000 205,090,000 231,235,000
Realize Your Ideas 61|
27, 28. Standalone Balance Sheet Abstract and Company’s General Business Profile Information Pursuant to Part IV of Schedule VI of the Companies Act,1956
I. REGISTRATION DETAILS
Registration No. State Code
Balance Sheet Date
II. CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)
Public Issue Rights Issue
Bonus Issue Private Placement
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands)
Total Liabilities Total Assets
SOURCES OF FUNDS:(Amount in Rs. Thousands)
Paid Up Capital Reserves & Surplus
Secured Loans Unsecured Loans
Deferred Tax
APPLICATION OF FUNDS (Amount in Rs. Thousands)
Net Fixed Assets Investments
Net Current Assets
IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands)
Turnover (including other income) Total Expenditure
Profit/(loss) Before Tax Profit/(loss) After Tax
Earnings Per Share (basic) in Rs. Dividend Rate %
(weighted average)
V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/ SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No.
Product Description
N I L
N I L
1 8
2 1 6 2 . 9 5 12 1 6 2 . 9 5 1
As per our report of even date attached
8 8 6 . 1 1 1
8 7 7 . 2 6 4
8 1 7 . 9 7 3
5 2 . 8 7 7
2 0
3 1 0 3 2 0 1 0
2 2 1 3 5
4 1 . 5 2 9
1 2 3 . 6 5 0
( 2 4 . 4 9 0 )
8 5 2 . 2 9 1
9 0 0 . 5 7 8
8 2 . 6 0 6
4 . 2 8
C O M P U T E R S O F T W A R E
8 5 2 4 9 0 0 9
6 5 3 . 7 7 5
N I L
N I L
29. Regrouping and Rearranging of figures
The previous year figures have been regrouped, rearranged/ amended wherever necessary to conform to the current year’s classification.
Signature to Schedules 1 to 20
Calsoft Annual Report 2009 - 2010|
S. SanthoshManaging Director
S Santhanakrishnan Director
Dr. P. J. GeorgeDirector
Jitendra Kumar Pal Company Secretary
ChennaiJune 23,2010
62 Realize Your Ideas|
N I L
Statement of Cash Flow for the Year Ended
This is the Cash Flow Statement referred to in our report of even date
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 63|
S. SanthoshManaging Director
S Santhanakrishnan Director
K.J.TOMY B.Sc, FCAPartnerMembership No 22768
For and on behalf ofTOMY & FRANCISChartered Accountants
ChennaiJune 23, 2010
Dr.P.J.George Director
Jitendra Kumar Pal Company Secretary
Year Ended March 31, 2010 Year Ended March 31, 2009
(Rs) (Rs) (Rs) (Rs)
A. Cash Flow from Operating Activities
Profit before Tax 82,606,397 (55,033,747)
Adjustment for :
Depreciation 60,434,316 63,602,941
Loss on Sale of Assets 405,253 13,539,020
Profit on Sale of Assets (1,040) (339,167)
Profit on Sale of Investments NIL- (564,100)
Interest Income NIL- (1,237,537)
Interest Expense 88,700,209 149,538,738 91,208,375 166,209,532
Operating profit before working capital changes 232,145,135 111,175,785
Sundry Debtors 130,561,877 (114,431,231)
Loans and Advances (9,544,594) 19,105,805
Current Liabilities 45,339,185 166,356,468 140,797,817 45,472,391
Cash Generated from Operating Activities 398,501,603 156,648,176
Taxes Paid (10,759,404) (15,855,365)
Net Cash from Operating Activities 387,742,199 140,792,811
B. Cash flow from Investing Activities
Purchase of Investments (126,214,710) (36,607,500)
Purchase of Fixed Assets (4,167,612) (210,462,866)
Net increase in fixed deposits with maturity period beyond three months 1,561,056 (1,863,837)
Sale proceeds of Fixed Assets 3,120 6,216,389
Sale proceeds of Invetsments NIL 2,564,100
Interest Received NIL 2,471,875
Net Cash from Investing Activities (128,818,146) (237,681,839)
C. Cash flow from Financing Activities
Long term loan received (1,078,678) 115,818,961
Long term loan repaid (135,000,000) (28,810,778)
Net Increase in packing credit (2,165,887) 55,117,759
Interest paid (88,366,422) (86,221,391)
Dividend paid NIL (12,302,977)
Dividend Tax paid NIL (2,101,433)
Net Cash from Financing Activities (226,610,987) 41,500,141
Net Increase / (decrease) in Cash and Cash Equivalents ( A+B+C) 32,313,066 (55,388,888)
Cash and cash equivalents at the beginning of the year 19,494,495 74,883,382
Cash and cash equivalents at the end of the year 51,807,561 19,494,495
Notes:
1. Cash and cash equivalents at the end of the year 54,375,157 23,623,147
Less: Deposits with the maturity period beyond three months 2,567,596 4,128,652
51,807,561 19,494,495
Cash and cash equivalents at the beginning of the year 23,623,147 77,148,197
Less: Deposits with the maturity period beyond three months 4,128,652 2,264,815
19,494,495 74,883,382
2. The above cash flow statement has been prepared after considering the assets and liabilities transferred on account of amalgamation
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Calsoft Annual Report 2009 - 2010|
64 Realize Your Ideas|
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 65|
Shareholder Information
1. Dates of Book Closure September14, 2010 to September17, 2010 (both days inclusive)
2. Date and venue of the Annual General Meeting 10.00 a.m. on Friday, September17, 2010
Robert V Chandran Tower, Eighth Floor, # 149, Velachery
Tambaram Main Road, Pallikaranai, Chennai 600100.
3. Listing on Stock Exchanges 1. National Stock Exchange of India Ltd.,
Exchange Plaza, Bandra Kurla Complex,
Bandra(East),
Mumbai 400 051
2. Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001.
4. Listing Fees Paid for both the above stock exchanges for 2009-2010 and 2010-2011
5. Registered Office Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram
Main Road, Pallikaranai, Chennai 600100. India.
Tel: +91 44 4282 9000 - 5 Fax: +91 44 4282 9012
6. Registrars and Share Transfer Agent Integrated Enterprises (India) Limited,
(All Communication on share transfers in physical form, (Unit: California Software Co Ltd.),
share certificates, dividends, change of address, etc., Kences Towers, 2nd Floor,
may be addressed to them.) 1, Ramakrishna Street, North Usman Road,
T. Nagar, Chennai 600 017. India.
email : corpserv@iepindia.com
Tel: + 91 44 2814 0801, 2814 0802 /03
7. Share Transfer System:
The Company's shares are in compulsory Dematerialialization Segment for purposes of trading.
Share Transfers in Physical form are registered within a period of 15 days from the date of receipt by our Share Transfer Agents - Integrated
Enterprises (India) Ltd, provided the documents are complete and the shares under transfer are not in dispute. The share certificates duly
endorsed are being immediately despatched after effecting transfer. The total number of equity shares in physical form transferred during the
financial year 2009-10 was 5125.
8. Stock market data relating to shares
The Monthly high and low quotations as well as the volume of shares traded at National Stock Exchange (NSE) and The Stock Exchange, Mumbai
(BSE) for financial year 2009 2010 are:
9. Investor services – complaints received during the year
The Company /Share transfer agents received no complaints from the investors during the year and all these were resolved by the year end. The
company /registrars received five service /information requests during the year and all these were attended during the year .The opening and closing
balance of complaints and /or information /service requests was nil
Calsoft's share price charts (NSE and BSE) are given below at the end of this shareholder information section (after Sl No 14)
Month NSE BSE
High Low Volume High Low Volume
2009
April 20.05 14.00 23726 20.75 14.90 23245
May 27.15 18.05 110654 27.65 18.50 103108
June 30.00 22.30 78330 30.00 21.95 67937
July 26.95 20.60 49478 26.00 21.00 36112
August 35.15 23.20 174442 34.40 24.00 107119
September 37.60 29.20 226955 37.80 29.50 148699
October 45.00 31.20 161673 42.90 29.00 75021
November 38.95 29.20 76030 39.10 30.45 40063
December 38.60 34.30 55928 39.60 33.60 40930
2010
January 55.45 37.00 143388 53.85 38.70 64973
February 49.90 39.70 46393 49.40 39.55 26503
March 48.90 40.20 68569 48.60 40.60 62718
Calsoft Annual Report 2009 - 2010|
66 Realize Your Ideas|
10. Legal proceedings
There are no legal cases pending against the Company other than appeals pending before Income Tax dept/Tribunals. The company is party in legal
proceedings it has filed in 4 cases in Civil Courts at Chennai for recoveries of amounts it considers due to it from the parties proceeded against.
11. Distribution of shareholding as on March 31, 2010
12. Categories of shareholders as on March 31, 2010
13. Financial calendar (tentative and subject to change)
Annual General Meeting 30th September, 2010
Financial Reporting for the first quarter ending June 30, 2009 July 31, 2009
Financial Reporting for the second quarter ending September 30, 2009 October 30, 2009
Financial Reporting for the third quarter ending December 31, 2009 January 29, 2010
Financial Reporting for the year ending March 31, 2010 June 30, 2010
Annual General Meeting for the year ending March 31, 2010 17th September, 2010
14. Dematerialisation of shares and liquidity
The Company's shares have been admitted as an eligible security in the depository system of National Securities Depository Ltd. [NSDL] and Central
Depository Services (India) Limited [CDSL], bearing an International Securities Identification Number (ISIN) INE526B01014
Trading on exchanges in the company's shares is permitted only in dematerialised form compulsorily as per the circular issued by Securities and
Exchange Board of India (SEBI).
As on March 31, 2010, 1,22,27,471 equity shares representing 98.89% of the Company's equity shares were held in dematerialised form.
The Company is periodically reminding shareholders of physical certificates as well on its website of the benefits and options of holding shares in
dematerialised form and to dematerialise their holdings.
No of Equity No of % of Total No of % of Equity
Shares held Shareholders Shareholders Shares Shareholding
Upto 500 2600 83.28 348055 2.81
501-1000 225 7.21 176731 1.43
1001-2000 128 4.10 196758 1.59
2001-3000 50 1.60 125252 1.01
3001-4000 15 0.48 54302 0.44
4001-5000 11 0.35 52189 0.43
5001-10000 46 1.47 335510 2.71
10000 and above 47 1.51 11075579 89.57
Total 3122 100.00 12365006 100.00
Category No of No of % of
Shareholders Shares held holding
A Promoter group:
Foreign Bodies corporate 1 8166208 66.043
Promoter group subtotal 1 8166208 66.043
B Public shareholding
Financial Institutions-Indian 1 300 0.002
Foreign Institutional investors 1 3230 0.026
Bodies Corporate 100 328541 2.657
Individual shareholders-holding
nominal capital upto Rs 1 lakh each 2955 1187869 9.607
Individual shareholders-holding
nominal capital in excess of Rs 1 lakh each 41 2654282 20.711
Others 23 24576 0.199
Public shareholding sub-total 2921 4198798 33.957
Total 3122 12365006 100.00
Calsoft Annual Report 2009 - 2010|
Realize Your Ideas 67|
Where and in which year was Calsoft incorporated? Ms. N. Anita, Assistant Vice President Corporate Planning
Tel: +91 44 4282 9046Calsoft was incorporated at Chennai (Madras), in the State of Tamil Nadu, Email: anitan@calsoftgroup.com on February 6, 1992..
The email address for any shareholder enquiries is When did Calsoft commence its business operations?investor@calsoftgroup.comCalsoft commenced its business operations on October 18, 1992.
For general enquiries the email address is : info@calsoftgroup.comWhen did Calsoft have its Initial Public Offer and what was the
issue price? Where can I get more information about Calsoft and its Calsoft made its Initial Public Offer in February 1996. The issue price was Rs activities?30 per share. Information is available on the following website: www.calsoftgroup.com
Links are provided on the website for all other group companies and sites Which Stock Exchanges are Calsoft shares are listed?also.
The shares of Calsoft are listed on the Stock Exchanges at Mumbai (BSE)
and the National Stock Exchange (NSE). How do I transfer my shares or change my address?
a. Shares held in physical form - For transfer of shares held in physical What is the current equity capital of Calsoft?form, you have to write to the Company's Registrar and Share Transfer
Calsoft 's equity capital as on March 31, 2010 was Rs.12,36,50,060 Agents:
comprising 12365006 equity shares of face value Rs10 each.
Integrated Enterprises (India) Ltd, What is the employee strength of Calsoft?
Unit: California Software Co Ltd,As on March 31, 2010 Calsoft group (including all its Subsidiaries) had 945 “Kences Towers”, Second Floor, 1, Ramakrishna Street,employees, on its rolls. North Usman Road, T. Nagar, Chennai 600 017.
In how many locations does Calsoft have development centers Please despatch any certificates only by registered post or reliable courier and marketing offices? service to avoid any losses in transit. As on March 31, 2010 Calsoft has 2 software development centers in India,
For change of address of shares held in Physical form, please write to the 1 in Chennai, and 1 in Bangalore, 1 software development center cum Registrars at the address mentioned above giving reference of your folio marketing office each in USA, UK, Dubai and Singapore. Calsoft’s no. subsidiaries have 6 - development centers - 2 in USA (Fremont,Boston), 1 in
UK, and 3 in India (2 at Bangalore and 1 at Mysore). b. Shares held in demat format - Transfer of shares in electronic form or As on March 31, 2010 Calsoft had 5 marketing offices - India, USA, UK, change in address is effected through your Depository participant (DP). Dubai and Singapore and a representative office at Denmark. Its Please contact your DP.subsidiaries have 7- offices - 3 in India ( Bangalore – 2, Mysore-1), and 2 in
c. Any other general correspondence regarding the shares transfers or USA (Fremont, Boston), and 1 each in UK and Hong Kong . unresolved issues are to be addressed to
What is Calsoft's dividend record?The Company Secretary,Calsoft has been declaring and paying dividend since its inception in California Software Co Ltd.1992,except for the Financial years, i.e. 2000-01, 2001-02, 2003-04 and Robert V Chandran Tower, Seventh Floor,2008-09.# 149, Velachery Tambaram Main Road,
Investor contact. How do I contact Calsoft? Pallikaranai, Chennai-600 100
India.Members can contact the following official at telephone numbers /email
ids/postal addressHow do I convert my physical shares to Dematerialised form?
The Company Secretary. You may approach any authorized Depository Participant for opening of a
Tel: +91 44 4282 9000 demat client Account. They will guide you to fill the demat request form
Fax : +91 44 4282 9012 thereafter and undertake the process of converting the physical shares to
Email: investor@calsoft.co.in Demat form through interaction with our Registrars. The name/s in which
the demat account has been opened in have to be in the same order as they The postal address for all investor queries is: appeared in the physical share certificate.The Company Secretary,
Please visit our website www.calsoftgroup.com and refer the FAQ in California Software Co Ltd.‘investors section’ to get most of the recurring queries answered along with Robert V Chandran Tower, Seventh Floor,downloadable forms and templates (for physical shareholders). You may # 149, Velachery Tambaram Main Road,also write to us at the addresses as mentioned in point 11-c above for any
Pallikaranai, Chennai-600 100further clarity
India.Note: All references to Calsoft above stand for - California Software
The following officials can also be contacted /written to at the above Company Ltd
address for any unresolved issues / queries
Frequently Asked Questions
Global Offices
California Software Company Limited (Calsoft) is a
global Product Engineering & Enterprise Solutions
company with a strong background in development
and implementation. Our approach is to deliver total
solutions to customers leveraging our deep industry,
technology and product expertise, along with our
strategic global partnerships and alliances.
Singapore
UK
IndiaUAE
DenmarkUSA
9, Raffles Place Republic Plaza #48-01Singapore 048619Phone +65 6880 8229Fax +65 6536 8968
Singapore
Bredland 102850 NaerumDenmarkPhone +45 4033 0233Fax +45 3324 0902
Denmark
2 Clock Tower PlaceSuite 430Maynard, MA 01754Phone +1 978 938 4640Fax +1 978 461 1516
US
2 Churchill Court, 58 Station Road North Harrow Ha2 7SAEnglandPhone +44 208 427 9570 Fax +44 870 762 8967
2 Gayton Road, HarrowLondon HA1 2XUUKPhone +44 208 901 7560 Fax +44 870 762 8967
UK
3rd Floor, Cunningham Classic22, Cunningham RoadBangalore - 560 052, INDIAPhone +91 80 4114 8800/01Fax +91 80 4114 8805
Robert V Chandran Tower# 149, Velachery Main RoadPallikaranaiChennai - 600 100, INDIAPhone +91 44 4282 9000 Fax +91 44 4282 9012
India
5 EA 723, Dubai Airport Free ZonePO Box 293523Dubai, United Arab EmiratesPhone +9714 6091 741Fax +9718 4480 348
UAE
64-C1, Hootagalli Industrial Area Kasaba HobliMysore - 570 018, INDIAPhone +91 821 2404 900Fax +91 821 4287 774
39465 Paseo Padre ParkwaySuite 2900Fremont, CA 94538Phone +1 925 249 3000Fax +1 925 249 3031
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