Prism Informatics Annual Report
For the year ended 31st March , 2014
ANNUAL REPORT
2O14
PRISM INFORMATICS LIMITED
CONTENTS
Directors’ Profile
01-02
Notice for Annual General Meeting
03-20
Directors’ Report
21-25
Annexure “A” to Directors' Report
26
Annexure “B” to Directors' Report
27
Report On Corporate Governance
28-40
Certificate Of Compliance
41
CEO/CFO Certification
42
Certificate Under Clause 49 of Listing Agreement
43
Management Discussion & Analysis Report
44-49
Abridged Standalone Financial with
Auditors Report for year 2014
Abridged Consolidated Financial with
Auditors’ Report for year 2014
50-71
72-88
Attendance Slip
89
Proxy Form
91
Annual Report 2014
Prism Informatics Limited
Currency : Indian Rupee
Director’s Profile
Dr. Nirmal Jain
Dr.Ajay Sharma
Alok Pathak
Saurabh Dani
Chairman &
Independent Director
Vice Chairman &
Independent Director
Managing Director
Whole-Time Director
¡ B Tech, IIT Bombay and
¡ B Tech, from Roorkee
¡ Engineering from NIT
¡ MBA from the American
PhD from University of
Hawaii (US).
¡ Advance Management
Program at Harvard
Business School.
¡ 30 years of experience in
Information Technology
business and 25 years
with Tata Group of
Companies.
University, Served the
Indian Navy for 34 years
till 1994 and reached the
rank of Rear Admiral.
¡ PhD from London
University.
¡ Recipient of Ati Vishisht
Seva Medal in 2003 by
President of India.
¡ Serves as Director on
board of various
companies and
professional bodies.
Raipur.
¡ M Tech, IIT Mumbai.
¡ One of the promoters,
CEO and Executive
Director - Idhasoft Ltd.
International College,
USA .
¡ He belongs to the
promoter group of Asian
Paints Ltd., and is Vice
Chairman & Managing
Director of Secure Matrix
India Private Limited.
¡ Member of CSI, eISA,
ISACA, CYSI, Vice
Chairman (IT
Committee) of the IACCI
and Regional Chairman
of ESC.
Important Communication to Members
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliance by the
companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members. To
support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to
register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants.
Members who hold shares in physical form are requested to fill the appropriate column in the Members Updation Form of the Annual Report
and register the same with Company's Registrars and Transfer Agents, Sharex Dynamic (India) Private Limited. Postage for sending the feed
back form will be borne by the Company.
As a measure of economy, copies of Annual Report will not be distributed at Annual General Meeting. Members are requested to brings their
copies at the meeting.
Page|01
Annual Report 2014
Prism Informatics Limited
Director’s Profile
Registered Office
B-907, BSEL Tech Park, Sector 30-A, Opp. Vashi Railway
Station, Vashi, Navi Mumbai-400703.
Phone-+91-22-67232976|945
Fax-+91-22-27813555,
Email: investors@prism-informatics.com
Company Secretary & Compliance Officer
Khushboo Gurbuxani
V. Chandrashekar
Christof Anderi
Director
Director
¡ Graduate in Science from
University of Bombay
with Diploma in
Management Studies. Is
also a Law Graduate and
Member of Institute of
Company Secretaries of
India.
¡ Has served several
organizations as head of
Legal & Company
Secretary for more then
two decades.
¡ Graduate in Business
Administration and
Information Technology
from a prestigious
University of
Saarbrucken, Germany.
¡ He served several
organizations that include
Bosch Telecom, PWC
Coopers & Lybrand, SAP
AG before founding
SUMITS AG. After
acquisitions of SUMITS
AG by Prism Informatics,
he took over as CEO of
Prism Informatics,
Europe. Currently, he
serves Prism Informatics
as a Director.
Auditors
E.A. Patil & Associates 316,
3rd Floor, Nirman Vyapar Kendra, Sector-17,Vashi, Navi
Mumbai 400703.
Registrars & Transfer Agents
Sharex Dynamic India Pvt Ltd,
Unit 1, Luthra Industrial Premises, Safed Pool , Andheri
Kurla Road, Andheri (East), Mumbai-4000072.
Tel- 28515644,
Fax- 28512885
E-mail- info@sharexindia.com; investor@sharexindia.com
Bankers
Saraswat Co-operative Bank Limited
Small and Medium Enterprise Branch, Prabhat Bhavan,
96, LBS Marg, Opp Cipla, Vikhroli (West), Mumbai400083
Axis Bank
Vardhman Chambers Premises CSL, Plot 84, Sector 17,
Vashi-400705
Page|02
Annual Report 2014
Prism Informatics Limited
NOTICE
NOTICE is hereby given that 32nd (Thirty Second) Annual General Meeting (AGM) of the members of Prism Informatics
Limited will be held at Celebration Banquets, Plot No. 46, 3rd Floor, Samna Press Building, Next to Inorbit Mall, Near
Vashi Railway Station, Sector 30-A, Vashi, Navi Mumbai - 400 703 on Tuesday 30th day of September, 2014 at 4.00 p.m.
(IST) to transact the following business:
Ordinary Business:
1.
To receive, consider and adopt the Audited
Balance Sheet as at 31st March 2014, Profit and
Loss Account for the year ended on 31st March
2014 and the reports of Board of Directors and
Auditors thereon.
2.
To appoint a Director in place of Saurabh Dani,
who retires by rotation and, being eligible, offers
himself for re-appointment.
3.
5.
Special Business:
Appointment of Dr. Nirmal Jain as an
Independent Director of the Company:
To consider and if thought fit, to pass, with or
without modification(s), the following resolution
as SPECIAL RESOLUTION:“RESOLVED THAT pursuant to the provisions
of Sections 149, 150, 152, 178 and any other
applicable provisions of the Companies Act, 2013
and the rules made there under (including any
statutory modification(s) or re-enactment thereof
for the time being in force) read with Schedule IV
to the Companies Act, 2013, Dr. Nirmal Jain
Page|03
Appointment of Dr. Ajay Sharma as an
Independent Director of the Company:
To consider and if thought fit to pass with or
without modification the following resolution as
an SPECIAL RESOLUTION:-
To consider and if thought fit, to pass, with or
without modification(s), the following resolution
as an Ordinary Resolution.
“RESOLVED THAT pursuant to the provisions
of section 139 and other applicable provisions, if
any, of the Companies Act, 2013 and the Rules
framed there under, as amended from time to
time, M/s E.A. Patil & Associates, Chartered
Accountants, be and are hereby re-appointed as
statutory auditors of the company to hold office
from conclusion of this Annual General Meeting
(AGM) till conclusion of thirty-seventh Annual
General Meeting (AGM) of the Company to be
held in the year 2019 (subject to ratification of their
appointment at every AGM), at such
remuneration as may be mutually agreed between
the Board of Directors of the Company and the
Auditors.”
4.
(holding DIN 02740724) who has submitted a
declaration that he meets the criteria for
independence as provided in section 149(6) of the
Act be and is hereby appointed as an Independent
Director of the Company to hold office for five
consecutive years with effect from 30th
September, 2014.
“RESOLVED THAT pursuant to the provisions
of Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 and the
rules made thereunder (including any statutory
modification(s) or re-enactment thereof for the
time being in force) read with Schedule IV to the
Companies Act, 2013, Dr. Ajay Sharma (holding
DIN 00228169), who has submitted a declaration
that he meets the criteria for independence as
provided in section 149(6) of the Act and who is
eligible for appointment, be and is hereby
appointed as an Independent Director of the
Company to hold office for five consecutive years
with effect from 30th September, 2014.
6.
Re-appointment of Mr. Alok Pathak as
Managing Director of the Company:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT as recommended by
Nomination and Remuneration Committee and
pursuant to the provisions of Section 196, 197 and
other applicable provisions, if any, of the
Companies Act, 2013, including any statutory
Prism Informatics Limited
Annual Report 2014
NOTICE
modifications or re-enactment thereof for the time
being in force, read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including Schedule V to the
said Act, consent and approval of the Company be
and is hereby accorded to the re-appointment and
the remuneration, if any, being paid or provided
to Mr. Alok Pathak as Managing Director of the
Company for a period of five years with effect
from 1st September, 2014 on the terms and
conditions as set out in draft letter of appointment
a copy whereof initialed by Dr. Nirmal Jain,
Independent Director of the Company, for the
purpose of identification has been placed before
this Meeting, be and is hereby approved.
RESOLVED FURTHER THAT the Board of
Directors of the Company be and is hereby
authorized to vary the terms and conditions set
out in the aforesaid draft letter of appointment
including the remuneration, if any, to the extent
the Board of Directors may consider appropriate
and as may be permitted or authorized in
accordance with any provision under the Act for
the time being in force provided, however, that,
the remuneration, if any, to be paid to Mr. Alok
Pathak shall be within the limits set out in the said
Act including Schedule V to the act or any
amendments thereto or any modifications(s) or
statutory re-enactment(s) thereof and/or any
rules or regulations framed there under and the
terms of the aforesaid appointment letter between
the Company and Mr. Alok Pathak shall be
suitably modified to give effect to such variation.
RESOLVED FURTHER THAT in the event of loss
or inadequacy of profits in any financial year of the
Company during the term of Mr. Alok Pathak's
office as Managing Director, the remuneration, if
any, set out in the aforesaid draft appointment
letter be paid or granted to Mr. Alok Pathak as
minimum remuneration provided that the total
remuneration by way of salary and other
allowances shall not exceed the ceiling provided
in Section IIA of Part II of Schedule V to the said
Act or such other amount as may be provided in
the said Schedule V as may be amended from time
to time or any equivalent statutory reenactment(s) thereof.”
7.
Re-appointment of Mr. Saurabh Dani as WholeTime Director of the Company:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT as recommended by
Nomination and Remuneration Committee and
pursuant to the provisions of Section 196, 197, 203
and other applicable provisions, if any, of the
Companies Act, 2013, including any statutory
modifications or re-enactment thereof for the time
being in force, read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including Schedule V to
the said Act, consent and approval of the
Company be and is hereby accorded to the reappointment and the remuneration being paid or
provided to Mr. Saurabh Dani as Whole-Time
Director of the Company for a period of two years
with effect from 1st September, 2014 on the terms
and conditions as set out in draft letter of
appointment a copy whereof initialed by Dr.
Nirmal Jain, Independent Director of the
Company, for the purpose of identification has
been placed before this Meeting, which draft letter
of appointment is hereby specifically approved.
RESOLVED FURTHER THAT the Board of
Directors of the Company be and is hereby
authorized to vary the terms and conditions set
out in the aforesaid draft letter of appointment
including the remuneration to the extent the
Board of Directors may consider appropriate and
as may be permitted or authorized in accordance
with any provision under the Act for the time
being in force provided, however, that, the
remuneration to be paid to Mr. Saurabh Dani shall
be within the limits set out in the said Act
including Schedule V to the act or any
amendments thereto or any modifications(s) or
statutory re-enactment(s) thereof and/or any
rules or regulations framed there under and the
terms of the aforesaid appointment letter between
the Company and Mr. Saurabh Dani shall be
suitably modified to give effect to such variation
or increase as the case may be.
RESOLVED FURTHER THAT in the event of
loss or inadequacy of profits in any financial year
of the Company during the term of Mr. Saurabh
Dani's office as Whole-Time Director, the
remuneration, if any, set out in the aforesaid draft
appointment letter be paid or granted to Mr.
Saurabh Dani as minimum remuneration
Page|04
Annual Report 2014
Prism Informatics Limited
NOTICE
provided that the total remuneration by way of
salary and other allowances shall not exceed the
ceiling provided in Section IIA of Part II of
Schedule V to the said Act or such other amount as
may be provided in the said Schedule V as may be
amended from time to time or any equivalent
statutory re-enactment(s) thereof.”
8.
identification and that the regulations contained
in the altered Articles of Association of the
Company be and are hereby approved and
adopted as the Articles of Association of the
Company.
RESOLVED FURTHER THAT the Board of
Directors of the Company be and is hereby
authorized to take all such steps and actions for
the purpose of making all such filings and
registrations as may be required in relation to the
aforesaid amendment to the Articles of
Association and further to do all such acts, deeds,
matters and things as may be deemed necessary to
give effect to this resolution.”
APPROVAL OF REMUNERATION PAID TO
MR. V. CHANDRASHEKAR.
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT pursuant to the provisions
of Section 196, 197 and other applicable
provisions, if any, of the Companies Act, 2013,
including any statutory modifications or reenactment thereof for the time being in force, read
with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 including Schedule V to the said Act, consent
and approval of the Company be and is hereby
accorded for the payment of remuneration of Rs.
14,50,000 to Mr. V. Chandrashekar for a period
from 01st April, 2014 to 31st July, 2014.
9.
Alteration of Articles of Association of the
Company:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT pursuant to the provisions
of Section 13, 14 and other relevant provisions, if
any, of the Companies Act, 2013, the existing
Articles of Association of the Company be and is
hereby replaced, modified and revised to bring
the same in alignment to Companies Act, 2013, a
copy of which is placed before the meeting and
duly initialed by the Chairman for the purpose of
Page|05
10.
Approval of Related Party Transactions:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT pursuant to provisions of
Section 188 and other applicable provisions, if
any, of the Companies Act, 2013 and the Rules
made there under, and Clause 49 of the Listing
Agreement executed between Company and
Stock Exchanges, consent of the member be and is
hereby accorded to the Board of Directors to enter
into various related party transactions for the
period from 1st April, 2014 to 31st March, 2016 up
to the maximum amount per annum as prescribed
below:
Annual Report 2014
Prism Informatics Limited
NOTICE
Name of Related Party
Type of Transaction
Maximum amount
Per annum (in cores)
1
Prism Informatics Europe AG
Consultancy Services, Lending loans,
import & export of software
8 Crores
2
Prism Informatics Schweiz,
Consultancy Services, Lending loans,
import & export of software
3 Crore
Consultancy Services, Lending loans,
import & export of software
2 Crore
Switzerland
3
Prism Informatics Deutschland
GMBH, Germany
4
Prism Informatics Inc, Delaware
Consultancy Services, Lending loans,
import & export of software
8 Crores
5
Prism Informatics PTE Limited
Consultancy Services, Lending loans,
import & export of software
8 Crores
6
Prism Software Consultancy JLT
Consultancy Services, Lending loans,
import & export of software
8 Crores.
7
Prism Infoglobal Limited, Mauritius
Consultancy Services, Lending loans,
import & export of software
3 Crores
8
Idhasoft Inc., Delaware
Consultancy Services, import & export of software
3 Crores
9
Dani Financial Products Pvt. Ltd.
Loan given or Loan taken or any obligation
2 Crores
arising among the parties.
10 Secure Matrix Solutions Pvt. Ltd.
Loan given or Loan taken or any obligation
1 Crore
arising among the parties.
11 Secure Matrix India Pvt. Ltd.
Loan given or Loan taken or any obligation
1 Crores
arising among the parties.
12 Mr. Saurabh Dani
Loan given or Loan taken or any
2 Crores
obligation arising among the parties.
13 Dani Shares and Stocks Pvt. Ltd.
Loan given or Loan taken or any
1.5 Crores
obligation arising among the parties.
14 Idhasoft Limited
Loan given or Loan taken or any
20 Crores
obligation arising among the parties.
RESOLVED FURTHER THAT to give effect to this Resolution the Board of Directors be and is hereby authorized to settle
any question, difficulty, doubt that may arise with regards to giving effect to the above resolution and to do all acts, deeds,
things as may be necessary in its absolute discretion deem necessary, proper, desirable and to finalize any documents and
writings related thereto.”
Page|06
Annual Report 2014
Prism Informatics Limited
NOTICE
11.
and it shall be duty of member to furnish the email id
and changes in same if any from time to time.
To approve Borrowing limits of the Company:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION.
“RESOLVED THAT in supersession of the
Resolution adopted at the General Meeting held
on 13th May, 2011 and pursuant to the provisions
of Section 180(1)(c) and any other applicable
provisions of the Companies Act, 2013 and the
rules notified there under (including any statutory
modification(s) or re-enactment thereof for the
time being in force), the consent of the members be
and is hereby accorded to and authority conferred
upon the Board of Directors of the Company for
borrowing any sum or sums of monies for and on
behalf of the Company from time to time from one
or more persons, firms, bodies corporate or
bankers or financial institutions or from others by
way of advances, deposits, loans or otherwise
withstanding that the sum or sums or monies so
borrowed together with the monies, if any,
already borrowed by the Company (apart from
temporary loans obtained from the Company's
bankers in the ordinary course of business) will or
may exceed the aggregate of the paid up capital of
the Company and its free reserves which have not
been set apart for any specific purpose so that the
total amount up to which the monies may be so
borrowed by the Board of Directors and
outstanding at any time shall not exceed 150
Crores (Rupees One Hundred and Fifty Crores
only) on account of the principal.”
12.
Approval of fees for service of Documents to
shareholders of the Company:
To consider and if thought fit to pass with or
without modification the following resolution as a
SPECIAL RESOLUTION
“RESOLVED THAT pursuant to provision of
Section 20 of Companies Act, 2013 member of the
Company may request for delivery of document
as defined in section 2 of Companies Act, 2013 by
way of registered post or by way of courier service
at the fees of Rs. 50/- per document when recipient
is in Maharashtra and Rs. 100/- per document
when recipient is outside state of Maharashtra and
such actual amount as may be incurred by the
Company to deliver the document if documents to
be delivered beyond the jurisdiction of India.
RESOLVED FURTHER THAT document to be sent to
members in an electronic form shall not be subject to any
fees and will be provided to the member at free of charge
RESOLVED FURTHER THAT document for this
purpose shall include summon, notice, requisition,
order, declaration, form and register whether issued,
sent or kept in pursuance of this Act or under any other
law for the time being in force or otherwise, maintained
on paper or in electronic form.”
13.
APPROVAL OF RECLASSIFICATION OF
AUTHORISED SHARE CAPITAL OF THE
COMPANY:
To consider and if thought fit to pass with or without
modification the following resolution as a SPECIAL
RESOLUTION:
“RESOLVED THAT pursuant to provisions of Section
13, 61, 64 and other applicable provisions, if any, of
Companies Act, 2013 (including any amendment
thereto or re-enactment thereof) and the rules framed
thereunder, consent of members be and is hereby
accorded to reclassify the existing Authorized share
capital of Rs. 217,500,000 (Rupees Twenty One Crores
Seventy Five Lakhs Only) divided into 40,347,800 (Four
Crores Three Lakhs Forty Seven Thousand Eight
Hundred Only) equity shares of Re. 1/- each (Rupee
One Only) each aggregating to Rs. 40,347,800 (Four
Crores Three Lakhs Forty Seven Thousand Eight
Hundred Only) and 17,71,522 (Seventeen Lakhs
Seventy One Thousand Five Hundred and Twenty Two
Only) Preference Shares of Rs. 100/- each aggregating to
Rs. 177,152,200 (Seventeen Crores Seventy One Lakhs
Fifty Two Thousand Two Hundred Only) be and is
hereby reclassified to Rs. 21,75,00,000, divided into
60,347,800 (Six Crores Three Lakhs Forty Seven
Thousand Eight Hundred Only) Equity Shares of Re.
1/- each and 15,71,522 (Fifteen Lakhs Seventy One
Thousand Five Hundred and Twenty Two Only) of Rs.
100/- each and that Clause V(a) of the Memorandum of
Association be altered accordingly.
RESOLVED FURTHER THAT Mr. Alok Pathak,
Managing Director and/ or Mr. V. Chandrashekar,
Director be and are hereby jointly and/or severally
authorized to take the necessary steps as may be
required to do all such acts, deeds, matters and things,
as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty
or doubt that may arise in connection with or incidental
to giving effect to the aforesaid resolutions including
filing of necessary e-forms with Registrar of
Companies”
For Prism Informatics Limited
Date: 1st September, 2014
Place: Navi Mumbai
Khushboo Gurbuxani
Company Secretary &
Compliance Officer
Page|07
Prism Informatics Limited
Annual Report 2014
NOTES TO NOTICE
1.
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and
vote on a poll instead of himself and the proxy need not be a member of company. The instrument appointing
the proxy should, however, be deposited at the Registered Office of Company not less than 48 hours before the
commencement of the meeting. Members are requested to bring their attendance slip along with their copy of
annual report to the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights. A member holding more
than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as
proxy and such person shall not act as a proxy for any other person or Member.
2.
Corporate members intending to send their authorised representatives to attend the Meeting are requested to send
to Company a certified copy of the Board Resolution authorising their representative to attend and vote on their
behalf at the Meeting.
3.
The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business
under Item no. 4 to Item no. 13 is annexed hereto. The relevant details as required by Clause 49 of the Listing
Agreement entered into with Bombay Stock Exchange, of persons seeking appointment/re-appointment as
Directors under Item no. 4 to Item no. 9 of the Notice, is also annexed.
4.
The Register of Members and Share Transfer Books of Company will remain closed from 22nd September, 2014 to
30th September, 2014 (both days inclusive) for determining the names of members eligible for dividend on Equity
Shares, if declared by the Shareholders at this Annual General Meeting.
5.
Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank
details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations,
power of attorney, change of address, change of name and e-mail address, etc., to their Depository Participant only
and not to Company's Registrars and Transfer Agents, Sharex Dynamic (India) Private Limited (Sharex) Unit-1,
Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai 400 072; Tel: 02228515606/44 -28516338; Fax: 022-28512885; E-mail: sharexindia@vsnl.com; Website: www.sharexindia.com.
6.
Company or its Registrars and Transfer Agents cannot act on any request received directly from the members
holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be
advised only to the Depository Participant of the members. Changes intimated to the Depository Participant will
then be automatically reflected in Company's records which will help Company and Sharex to provide efficient
and better services. Members holding shares in physical form are requested to intimate such changes to Sharex.
7.
Members holding shares in physical form are requested to consider converting their holding to dematerialized
form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can
contact Company or Sharex, for assistance in this regard.
8.
Reserve Bank of India has initiated NECS for credit of dividend directly to the bank account of Members. Members
are requested to register their Bank Account details (Core Banking Solutions enabled account number, 9 digit
MICR and 11 digit IFS code), in respect of shares held in dematerialized form with their respective Depository
Participants and in respect of shares held in physical form with Sharex.
Page|08
Prism Informatics Limited
Annual Report 2014
NOTES TO NOTICE
9.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore,
requested to submit the PAN to their Depository Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form can submit their PAN details to Company / Registrars and
Transfer Agents, Sharex Dynamic (India) Private Limited.
10.
Members desiring any information as regards the Accounts are requested to write to Company at an early date so
as to enable the Management to keep the information ready at the Meeting.
11.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011
respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowed companies to share
documents with its shareholders through an electronic mode. Members are requested to support this green
initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with
their respective Depository Participants and in respect of shares held in physical form with Sharex
12.
Company in accordance with proviso to section 136 of Companies Act, 2013 has circulated abridged Financial
Statement on standalone and consolidated basis to its members.
Company upon receipt of request from members shall provide detailed financial statements and same shall be
available for inspection of members at the registered office of the Company till date of Annual General Meeting of
the Company
“ALL MEMBERS ARE REQUESTED TO BRING ABRIDGED FINANCIAL STATEMENTS AS WELL AS
DETAILED FINANCIAL STATEMENTS IF THEY HAVE OBTAINED ON REQUEST FROM COMPANY.
AND NO EXTRA COPY OF FINANCIAL STATEMENTS BE CIRCULATED ON AMONG THE MEMBERS
AT THE MEETING”
For Prism Informatics Limited
Date: 1st September 2014
Place: Navi Mumbai
Page|09
Khushboo Gurbuxani
Company Secretary & Compliance Officer
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
As required by Section 102 of the Companies Act, 2013
(“Act”), the following explanatory statement sets out all
material facts relating to the business mentioned under
Item No.4.to Item No.13, of the notice convening Annual
General Meeting
Item No 4,&5:
Section 149 of the Companies Act, 2013, which came into
effect from 01st April, 2014, requires every listed
Company to have one-third of the total number of
directors as independent directors. As on the date of
Annual General Meeting of the Company, the Board of
Directors comprised Dr. Nirmal Jain and Dr. Ajay
Sharma, as independent directors pursuant to erstwhile
clause 49 of the listing agreement.
Accordingly, with the recommendations of the
Remuneration and Nomination Committee, the Board of
Directors at its meeting held on 1st September, 2014,
appointed Dr. Nirmal Jain & Dr. Ajay Sharma, directors,
as independent directors of the Company pursuant to
section 149, Schedule IV and other applicable provisions,
of the Companies Act, 2013, for a consecutive period of 5
years from 1st September, 2014 subject to the approval of
shareholders.
Therefore, as required under Schedule IV, appointment
of these independent directors is set out in Item No. 4 to 5
of the Notice for approval of shareholders.
The independent directors have submitted the
declaration of independence, as required pursuant to
section 149 (7) of the Companies Act, 2013 stating that
they meet the criteria of independence as provided in
sub-section (6). The respective appointee is not
disqualified from being appointed as a director in terms
of section 164 of the Act.
The terms and conditions of appointment of independent
directors shall be open for inspection at the registered
office of the Company by any member during normal
business hours and the same shall also be available at the
Company's website.
interest of the Company to continue to have their
association with the Company as directors.
Further, in the opinion of the Board, the proposed
appointment of independent directors, fulfills the
conditions specified in the Act and the Rules made
thereunder and that the proposed appointment of
independent directors is independent of the
management.
None of the Directors/key managerial personnel and/or
their relatives, except the concerned independent
director, is directly or indirectly concerned or interested,
financially or otherwise, except to the extent of their
respective shareholding, if any, in the Company, in the
resolutions set out in Item No. 4 & 5 of the Notice.
The Board recommends the resolution set forth in Item
no. 4 & 5 for the approval of the members.
Item No.6 & 7
Special Resolution as set out in Item no 7 relates to the
appointment of Mr. Alok Pathak as Managing Director of
the Company for a period of 5 years from 1st September,
2014. Mr. Alok Pathak was appointed as a Managing
Director for a period of 5 years commencing from 10th
November, 2009 without any remuneration. The term of
5 years is expiring on 09th November, 2014 and proposal
for re-appointment is placed before the members for
approval.
Special Resolution as set out in Item no 8 relates to the
appointment of Mr. Saurabh Dani as Whole-Time
Director of the Company for a period of 2 years
commencing from 09th November, 2014. Mr. Saurabh
Dani was appointed as a Whole-Time Director for a
period of 2 years commencing from 1st September, 2014
at the monthly remuneration of Rs. 3,00,000. The term of 2
years is expiring on 08th November, 2014 and proposal
for re-appointment is placed before the members for
approval.
The Board is of the opinion that the aforesaid directors
possess requisite skills, experience and knowledge
relevant to the Company's business and it would be in the
Page|10
Prism Informatics Limited
Annual Report
2014
EXPLANATORY STATEMENT
Salary, perquisites and Allowances per annum of the appointees:
Mr. Alok Pathak shall not draw any remuneration from the Company
Mr. Saurabh Dani shall draw remuneration of Rs. 3, 00,000 per month.
Nomination and Remuneration committee, at the meeting held on 1st September, 2014, has subject to the approval of the
members of the Company recommended the following to the Board of Director for their approval.
i.
Re-appointment of Mr. Alok Pathak as a Managing Director of the Company without any remuneration.
ii.
Re-appointment of Mr. Saurabh Dani as a Whole Time Director of the Company at the remuneration of Rs. 3, 00,000
per month.
Mr. Saurabh Dani shall not be entitled to any sitting fees for Board/ Committee Meetings. Mr. Saurabh Dani shall also be
a Key Managerial Personnel under Section 203 of the Companies Act, 2013.
None of the Directors/key managerial personnel and/or their relatives, except the concerned appointee directors, is
directly or indirectly concerned or interested, financially or otherwise, except to the extent of their respective
shareholding, if any, in the Company, in the resolutions set out in Item No. 6 & 7 of the Notice.
The Board recommends the resolution set forth in Item no. 6 & 7 for the approval of the members.
The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013 is given
below for item no. 6 & 7 .Although Mr. Alok Pathak is to be re-appointed without remuneration the same is given by way
of abundant caution:
I.
General Information:
i.
Nature of Industry:
The Company is engaged in the business of Information Technology and Information Technology enabled
services.
Date or expected date of commencement of commercial production:
ii.
The date of commencement of commercial production is 08th March, 1983.
iii.
Financial performance based on given indicators:
A.
Based on Standalone Financials of the Company for the year ended 31st March, 2014:
Particulars
Rs. in million
Sales and Other Income
237.50
Net Profit after Tax
(43.45)
Net Worth
485
Page|11
Prism Informatics Limited
Annual Report
2014
EXPLANATORY STATEMENT
B. Based on Consolidated Financials of the Company for the year ended 31st March, 2014:
Particulars
Rs. in million
Sales and Other Income
698.32
Net Profit after Tax
(124.88)
Net Worth
278.83
iv. Foreign investments or collaborations:
The details of the direct overseas subsidiaries of the Company are as under:
Sr.
No.
Name of the entity
Amount (Rs. in million)
Number of Shares
1
Prism Informatics Europe AG, Switzerland
22,133,150
156.02
2
Prism Informatics Inc., USA
56,000,000
25.62
3
Prism Software Consultancy, JLT
50
0.7165
4
Prism Informatics Pte. Singapore
6,50,777
31.30
5
Prism Infoglobal Limited, Seychelles
100
0.005
II. Information about the appointee:
Particulars
i. Background details
Mr. Alok Pathak
Mr. Saurabh Dani
Mr. Alok Pathak is a Director and promoter
Mr. Saurabh Dani is MBA from the
of Idhasoft Limited. He held position of
American International College, USA. He
Chief Executive Officer for 5 years. He was
belongs to the promoter group of Asian
appointed as a Managing Director of the
Paints Ltd., and is Vice Chairman &
Company from 10th November; 2009.
Managing Director of Secure Matrix India
Private Limited. He is the member of CSI,
He has completed his engineering from
NIT Raipur and M Tech from IIT Mumbai
eISA, ISACA, CYSI, Vice Chairman (IT
Committee) of the IACCI and Regional
Chairman of ESC.
ii. Past Remuneration
He does not draw any remuneration from
Total remuneration of Rs. 41,46,667 was
the Company.
paid to Mr. Saurabh Dani for a period of 2
years from 09th November, 2012 to 31st
March, 2014.
Page|12
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
II. Information about the appointee:
Mr. Alok Pathak
Mr. Saurabh Dani
iii. Recognition or
He has over 20 years experience in various
He is a member of the major institutions
awards:
capacities across companies. He has been
which includes, Computer Society of India
actively involved in mergers of US & UK
(CSI), e-Information Security Association
based development centers with Indian
(eISA), Information Systems Audit &
companies. He had been the President and
Control Association (ISACA), Cyber Law
Vice President for a number of IT
Society of India (CYSI), Vice Chairman (IT
companies and has headed operations for a
Committee) of the Indo-Arab and Indo-
large US and UK based company. He has
African Chambers of Commerce (IACCI)
also headed the BFSI and Telecom verticals
and Regional Chairman of ESC ( Electronics
for a very large IT company.
Software and Export Promotion Council of
Particulars
India –a ministry of IT subsidiary).
iv. Job Profile and
Mr. Alok Pathak, Managing Director, is
Mr. Saurabh Dani, Whole Time Director is
Suitability
responsible for day-to-day management of
responsible for day-to-day management of
the Company, subject to overall
the Company, subject to overall
superintendence, control and direction of
superintendence, control and direction of
the Board of Directors. Taking into
the Board of Directors. Taking into
consideration his qualifications and
consideration his qualifications and
expertise in Information Technology, the
expertise in Information Technology, he is
Managing Director is best suited for the
best suited for the responsibilities of current
responsibilities of current assigned role.
assigned role.
V. Remuneration
Mr. Alok Pathak is proposed to be
The terms of the Remuneration proposed to
proposed:
appointed without remuneration.
be paid to Mr. Saurabh Dani is as follows:
Period of Appointment: Two years
beginning from 1st September, 2014 and
ending on 31st day of August, 2016.
Salary up to Rs.3,00,000 p.m from 01st April,
2014 subject to applicable provisions.
Page|13
Prism Informatics Limited
Annual Report
2014
EXPLANATORY STATEMENT
II. Information about the appointee:
Particulars
vi. Comparative
Mr. Saurabh Dani
Mr. Alok Pathak
NOT APPLICABLE
With Globalization and Liberalization
remuneration profile
taking roots in India, the demand for the
with respect to
knowledge and Skills in various fields are
industry, size of the
on rise and there has been a phenomenal
company, profile of
growth in remuneration package for key
the position and
positions in the last few years.
person (in case of
expatriates the
Company has operations in India and in
relevant details
USA. The remuneration paid to Mr. Saurabh
would be with
Dani is in line with Remuneration of CEO's
respect to the country
and Managing Directors of other companies
of his origin)
having Global operations, keeping in view
his job profile, Complexity of comparative
business of the company.
vii.Pecuniary
Mr. Alok Pathak is not related to any other
Mr. Saurabh Dani is not related to any other
relationship directly
Director as well as Managerial Personnel of
Director as well as Managerial Personnel of
or indirectly with the
the Company. He does not have any
the Company. He does not have any
company or
pecuniary relationship directly or
pecuniary relationship directly or indirectly
relationship with the
indirectly with the Company or its
with the Company or its Managerial
managerial
Managerial Personnel.
Personnel, other than drawing his
personnel, if any :
remuneration in the capacity of Whole-Time
Director of the Company and his
shareholding as a Promoter in the
Company.
III.
Other Information:
i.
Reasons of loss or inadequate profits:
Company suffered loss on account of shut down of operation in Thailand, and Austria which had no potential of
growth for the Company. The operations carried on by the Company through its step down subsidiary could not
add any strategic value to the Company's growth and hence income from Global Market reduced.
ii.
Steps taken or proposed to be taken for improvement:
Management reorganized Middle East as “Growth oriented Market” in order to drive organic growth in the
business.
Page|14
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
iii.
Expected increase in productivity and profits in
measurable terms.
Keeping Middle east operations as main focus,
Management anticipate to increase its revenue
from 10,225,000 USD in FY 2013-14 to USD
12,050,000 in FY 2014-15.
IV. Disclosures:
The requisite disclosures of remuneration package
of Mr. Saurabh Dani have been made in the Report
on Corporate Governance which forms part of the
Annual Report. Mr. Alok Pathak is proposed to be
appointed without remuneration hence
disclosures under “Corporate Governance” is not
required.
The Board accordingly recommends the resolution as set
out in Item no. 7 &8 for approval of Members.
Item No. 8
Special Resolution set out in Item no.8 relates to approval
of remuneration of Rs. 14,50,000 paid/ payable to Mr. V.
Chandrashekar as a Whole Time Director of the
Company for the period 01st April, 2014 to 31st July,
2014. Mr. V. Chandrashekar has resigned as Whole-Time
Director and continues to be a non executive director on
the Board of the Company.
Hence, pursuant to provisions of Section 196, 197 and
other applicable provisions, if any, of Companies Act,
2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
including Schedule V to the said Act, your approval is
sought for the remuneration of Rs. 14, 50,000 paid/
payable to Mr. V. Chandrashekar as a Whole-Time
Director of the Company for the period 01st April, 2014 to
31st July, 2014.
None of the Directors/key managerial personnel and/or
their relatives, except Mr. V.Chandrashekar, is directly or
indirectly concerned or interested, financially or
otherwise, except to the extent of their respective
shareholding, if any, in the Company, in the resolutions
set out in Item No. 8 of the Notice.
The Board recommends the resolution set forth in Item
no. 8 for the approval of the members.
Item No. 9
The existing Articles of Association (AOA) of the
Company are based on the Companies Act, 1956 and
Page|15
several regulations ofAOA contain references to specific
sections of the Companies Act, 1956 and some
regulations in the existing AOA are no longer in
conformity with the Companies Act, 2013 (Act).
With the coming into force of the Act, several regulations
of the existing AOA of the Company require alterations
or deletions in several articles. Given this position, it is
considered expedient to wholly replace the existing
AOA be a new set of Articles of Association of the
Company.
The proposed draft Articles of Association of the
Company shall be uploaded on the Company's website
and be placed in the Annual General Meeting for perusal
by the Shareholders.
None of the Directors/key managerial personnel and/or
their relatives is directly or indirectly concerned or
interested, financially or otherwise, except to the extent
of their respective shareholding, if any, in the Company,
in the resolutions set out in Item No. 09 of the Notice.
The Board recommends passing of the Special Resolution
set out in Item no. 09 of the Notice.
A copy of the proposed draft of Articles of Association of
the Company is available for inspection by the
shareholders of the Company at the Registered Office of
the Company between 11.00 a.m. to 5.00 p.m. on any
working day of the Company up to date of Annual
General Meeting.
Item No.10
According to the provisions of Section 188 and other
applicable provisions under the Companies Act, 2013
and Rules notified there under and Clause 49 of the
Listing Agreement executed between Company and
Stock Exchanges, the consent of the Members by special
resolution is to be accorded for entering into various
types of transactions with related parties subject to the
conditions prescribed under said provisions.
Related Party Transactions as set out in Item no .10 for the
period from 1st October, 2014 to March, 2016 up to the
maximum amount per annum have been approved by
the Board of Directors of the Company.
Prism Informatics Limited
Annual Report
2014
EXPLANATORY STATEMENT
Disclosures as required under Rule 15 (Meeting of Board and its powers) Rules, 2014 are given below for perusal of
members:
1)
Name of Related Parties:
a.
Prism Informatics Europe AG
b.
Prism Informatics Schweiz Gmbh, Switzerland
c.
Prism Informatics Deutschland Gmbh, Germany.
d.
Prism Informatics Inc, Delaware.
e.
Prism Informatics PTE Limited, Singapore.
f.
Prism Software Consultancy JLT.
g.
Prism Infoglobal Limited, Mauritius.
h.
Idhasoft Inc., Delaware
i.
Dani Financial Products Private Limited
j.
Secure Matrix Solutions Private Limited
k.
Secure Matrix India Private Limited
l.
Mr. Saurabh Dani
m.
Dani Shares and Stocks Private Limited
n.
Idhasoft Limited
2)
Name of Director or Key Managerial personnel who is related, if any:
No Director or Key Managerial Personnel is related with above related parties except that of the Director's
position held by them.
3)
Nature of Relationship :
Name of Related Party
Nature of Relationship
Prism Informatics Europe AG
Wholly Owned Subsidiary
Prism Informatics Schweiz Gmbh, Switzerland
Step Down Subsidiary
Prism Informatics Deutschland Gmbh, Germany
Step Down Subsidiary
Prism Informatics Inc, Delaware
Wholly Owned Subsidiary
Prism Informatics PTE Limited, Singapore
Wholly Owned Subsidiary
Prism Software Consultancy JLT
Wholly Owned Subsidiary
Prism Infoglobal Limited, Mauritius
Wholly Owned Subsidiary
Idhasoft Inc, Delaware
Body Corporate having common Directors
Dani Financial Products Private Limited
Company having common Directors
Secure Matrix Solutions Private Limited
Company having common Directors
Secure Matrix India Private Limited
Company having common Directors
Mr. Saurabh Dani
Director of Company
Dani Shares and Stocks Private Limited
Company having common Directors
Idhasoft Limited
Company having common Directors
Page|16
Prism Informatics Limited
Annual Report 2014
EXPLANATORY STATEMENT
4) Nature, material terms, monetary value and particulars of the contract or arrangement:
Nature of transactions, period of the transactions and monetary value of the transactions are referred in the
resolution set out in Resolution no. 10. All transactions would be carried out as part of the business requirement of
the Company and are ensured to be on arm's length basis. Further the Company is also subject to the transfer
pricing norms as prescribed under the Laws.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or
interested, financially or otherwise, in the resolution.
Item No.11
The Shareholders of the Company at the Extra-Ordinary General Meeting held on 13th May, 2011 has authorised the
Board, through an Ordinary Resolution, to borrow monies up to 150 Crores in excess of the aggregate of paid-up capital
and free reserves of the Company. As per the provisions of the Companies Act, 2013, this authority requires approval of
Shareholders by way of Special Resolution. The Rules notified in this regard require the companies to pass Special
Resolution of the Shareholders within a period of one year from the date of notification of this section i.e. 12th September,
2014.
Presently, the Company has borrowings of about Rs.3.68 Crores. With a view to meet the requirement of additional
borrowing as may arise from time to time, consent of the Shareholders is sought to authorise the Board to borrow up to
Rs.150 Crores (Rupees One Hundred and Fifty Crores) as outstanding at any time in excess of the Paid-up Capital and
Free Reserves of the Company from time to time at set out in the Resolution.
The Board recommends the Resolution for approval of the Shareholders.
None of the Directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the
proposed Resolution
Item No 12
As per the provision of Section 20 of Companies Act, 2013 Member of the Company may request for delivery of any
document through a particular mode for which he shall pay such fees as may be determined by the Company in its Annual
General Meeting.
Document shall include all those papers as defined in the resolution above. Accordingly approval of shareholder is
sought to provide the documents in a particular mode as mentioned in the resolution.
None of the directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the
proposed Resolution.
Page|17
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
Item No.13:
Board of Directors in their Board Meeting held on 08th August, 2014, has approved issue of shares on rights basis to
the existing equity shareholders of the company.
The existing authorized equity capital does not provide requisite blanket to allot equity shares under proposed
rights issue of company. Company has available authorized preference share capital of Rs. 11.11 crores and
company in near future has no plan to issue preference shares and have therefore proposed to reclassify the
existing authorized preference share capital into equity share capital by reclassifying 2,00,000 preference shares of
Rs. 100/- each into 2,00,00,000 Equity shares of Re. 1/- each.
Approval of shareholders is essence for reclassification as per section 61 of Companies Act, 2013.
Shareholders are further informed that reclassification calls for amendment of clause V a Memorandum of
Association (MOA) and the said alteration will be subject to receipt of approval from shareholders by way of
special resolution.
Your Directors recommend Resolutions at item No. 13 for your approval.
None of the Directors and the Key Managerial Personnel of the Company including their relatives are concerned or
interested in aforesaid resolutions except to the extent of shareholding held by them and same has been mentioned
in “Annexure B”. z
For Prism Informatics Limited
Date: 1st September 2014
Place: Navi Mumbai
Khushboo Gurbuxani
Company Secretary & Compliance Officer
Page|18
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
Details of Directors Seeking Appointment/Re-appointment at the Annual General Meeting as per Clause 49 (G) of the
Listing Agreement:
Sr.
No
Name of the
Director
Qualifications &
Date of last
appointment on the expertise in
specific functional
Board
areas
Names of other
Companies in which
the person also holds
directorship and
membership of
Committees of the
Board (refer note)
Number of
shares held
as on
31st March
2014
Relationship with
other
Directors
01
Mr. Alok
Pathak
07th November,
2009
Engineering from
NIT Raipur.
M Tech, IIT
Mumbai
Idhasoft Limited
NIL
None
02
Mr. Saurabh
Dani
12th November,
2012
B.COM, LLB,
MBA (USA),
cVa™, ISO 27001
LA, PMP ,ITIL
Foundation
1) Dani Shares and
Stocks Pvt Ltd.
23,93,600
shares
None
Nil
None
2) Dani Financials
Product Pvt Ltd.
3) Secure Matrix
India Pvt Ltd.
4) Secure Matrix
Global Ltd.
5) Secure Matrix
Solutions Private
Ltd.
6) Dani Commodities
Private Limited.
7) Dani Properties
Private Limited.
8) Idhasoft Limited
03
Dr. Ajay
Sharma
Page|19
07th November,
2009
B.Tech from
Roorke University
and PhD from
London
University
Nil
Annual Report 2014
Prism Informatics Limited
EXPLANATORY STATEMENT
Sr.
No
04
Name of the
Director
Dr. Nirmal Jain
Qualifications &
Date of last
appointment on the expertise in
specific functional
Board
areas
Names of other
Companies in which
the person also holds
directorship and
membership of
Committees of the
Board (refer note)
Number of
shares held
as on
31st March
2014
Relationship with
other
Directors
07th November,
2009
1) Cytel Statistical
Software &
Services Pvt. Ltd.
Nil
None
B Tech, IIT
Bombay and PhD
from University
of Hawaii (US).
&
Advance
Management
Program at
Harvard Business
School.
2) Rhombus
Consulting Pvt.
Ltd.
3) SpadeWorx
Software
4) Talentica Software
(India) Pvt.Ltd.
5) Triiton Mentors &
Advisors Pvt. Ltd.
Note: Directorships in Body Corporate, alternate Directorships and membership in governing councils, chambers
and other bodies are not included. Membership/Chairmanship in Audit Committee and Shareholder Grievance
Committee of other Companies is included.
Page|20
Prism Informatics Limited
Annual Report
2014
DIRECTORS REPORT
To
The Members,
PRISM INFORMATICS LIMITED,
The Board of Directors of your Company have pleasure in presenting the 32nd Annual Report of company along with
the audited statement of accounts for the financial year ended 31st March 2014.
1.
FINANCIAL PERFORMANCE:
The Standalone financials of the Company for the financial year ended March 31, 2014 are as follows:
STANDALONE RESULTS
Particulars
(In Rs.)
April 1, 2013 to March 31, 2014
April 1, 2012 to March 31, 2013
Total Income
237,500,991
235,806,233
Less: Total Expenditure
241,244,625
239,260,900
Profit before Depreciation
(1,471,497)
(3,132,462)
Depreciation
2,272,137
322,205
Profit after Depreciation and before
(3,743,634)
(3,454,667)
Less: prior period items
42,439,889
71,388,412
Profit before taxation
(46,183,523)
(74,843,078)
Current Tax
(1,335,329)
4,220,000
Deferred Tax
(1,395,753)
(569,722)
Net profit after tax
(43,452,441)
(78,493,356)
Profit brought forward
(29,297,995)
49,195, 362
Amount available for appropriation
(72,750,436)
(29,297,995)
Interim Dividend
Nil
Nil
Proposed Equity Dividend
Nil
Nil
Preference Dividend
Nil
Nil
Dividend Tax
Nil
Nil
(72,750,436)
( 29,297,994)
prior period items
Provision for Taxation:
Less: Appropriations
Profit transferred to Balance sheet
Page|21
Prism Informatics Limited
Annual Report
2014
DIRECTORS REPORT
The Consolidated financials of the Company for the financial year March 31, 2014 are as follows:
CONSOLIDATED RESULTS:
(In Rs.)
Particulars
For year ended March 31, 2014
For year ended March 31, 2013
Total Income
698,320,959
636,762,220
Less: Total Expenditure
715,239,516
678,286,063
Profit before Depreciation
(3,302,712)
(24,094,394)
Depreciation
13,615,845
17,429,450
Profit after Depreciation and before
(16,918,557)
(41,523,844)
11,559,352
90,890,123
prior period items
Less: Extra ordinary Items
-
Less: Exceptional Items
(29,067,341)
(28,477,909)
(103,346,626)
1) Current tax
90,304
4,747,132
2) Deferred tax
(1,395,753)
(569,722)
Net profit for year
(124,881,535)
(197,567,815)
Profit brought forward
(176,888,212)
20,679,603
Transfer to General Reserve
-
-
Interim Dividend
-
-
Proposed Equity Dividend
-
-
Preference Dividend
-
-
-
-
Profit before taxation
Tax Expense:
Less: Appropriations
Dividend Tax
2.
COMPANY'S PERFORMANCE:
During the financial year 2013-14, company has achieved operational revenue of Rs. 20.99 Crores resulting in operational
profit of Rs.1.15 Crores, however at net level there is a loss of Rs.4.34 Crores due to provisions made towards
disinvestments in step down step subsidiary in USA.
On consolidated basis, Company booked a revenue of Rs. 67.04 Crores in FY 2013-14 as against Rs. 62.02 in FY 2012-13. The
net loss of Company for FY 2013-14 is Rs. 12.48 Crores on account of increase in cost of Sales & Services and ammortisation
of Goodwill on business acquisition.
Page|22
Prism Informatics Limited
Annual Report
2014
DIRECTORS REPORT
3.
DIVIDEND:
Board of Directors do not recommend any Dividend for
the Financial Year 2013-14.
4.
approval on 07th March, 2014. Company is in the process
of giving credit to shares and making necessary
applications for obtaining trading approval for
same.
DIRECTORS:
¡ Mr. V. Chandrashekar was appointed as a whole-
Time Director of Company with effect from 12th June,
2013 for period of 2 years.
iii.
¡ Mr. V. Chandrashekar resigned from post of Whole-
Time Director and Company Secretary with effect
from 8th August, 2014. However Mr. V.
Chandrashekar will be on Board of Company as nonexecutive director of Company.
Company allotted 6,60,000, 2% Non-Cumulative
Compulsorily Convertible Preference Shares
(NCCP's Series VI) of Rs. 100/- each at par on
13th March, 2014 upon receipt of approval of the
shareholders in Extra Ordinary General Meeting
dated 07th February, 2014 and in-principle
approval from Bombay Stock Exchange on 07th
March, 2014. The said NCCPS are due for
conversion on 12th September, 2014.
¡ Mr. Saurabh Dani retires by rotation and being
eligible offers himself for reappointment at the
ensuing Annual General Meeting.
¡ Dr. Ramesh Subramaniam was appointed as a Non-
Executive Director of the Company on 14th February,
2013. He resigned from the post of Non-Executive
Director with effect from 16th June, 2014.
5.
HIGHLIGHTS OF 2013-2014:
i.
Conversion of 11% 4,01,050 Compulsorily
Convertible Debentures (CCDS - Series III)
into equity shares:4,01,050, 11% Compulsory Convertible
Debentures (CCD-Series III) of Rs. 100/- each
allotted on 30th April, 2012 were converted into
7,41,174 equity shares, having a face value of Re.
1/- each (Rupee One) at a premium of Rs. 53.04/per share on 29th October, 2013. The Company
received listing approval on 07th March, 2014.
Out of said 741,174 equity shares, 279,153 equity
shares were allotted to Shantilal Hirji Lakha.
Since he has not provided his Demat details his
entitlement shall be given effect only upon
receipt of demat details from him.
ii.
Conversion of 2% 2,15,643 Non Cumulative
Compulsorily Convertible Preference Shares
(NCCPS - Series V) into equity shares:2,15,643, 2% Non Cumulative Compulsorily
Convertible Preference Shares (NCCP-Series V)
of Rs. 100/- each allotted on 30th April, 2012
were converted into 6,16,123 equity shares,
having a face value of Re. 1/- each (Rupees One)
at a premium of Rs. 34/- per share on 29th
October, 2013. Company received listing
Page|23
Allotment of 2% 6,60,000 (nos) Non Cumulative Compulsory Convertible
Preference Shares (NCCP Series –VI) of Rs. 100
each on Preferential basis.
6.
SUBSIDIARIES:
The Subsidiaries of the Company as on 31st
March 2014 are as follows:
a.
Prism Informatics Europe AG, Europe
b.
Prism Informatics Schweiz Gmbh, Europe
c.
Prism Informatics Deutschland Gmbh, Europe
d.
Prism Informatics Inc., USA
e.
Prism Informatics Pte Limited, Singapore
f.
TLC Technologies Inc., USA**
g.
Prism Software Consulting, JLT
h.
Prism Infoglobal Limited, Seychelles
**TLC Technologies Inc., was acquired by Prism
Informatics Inc, Wholly Owned Subsidiary of the
Company. The said step down subsidiary of the
Company was incurring losses from operations resulting
in substantial erosion of the capital and hence the
investment in said step down subsidiary was disposed
off on 21st February, 2014. No RBI reporting is required
for disposal of investment in step down subsidiary.
Prism Informatics Limited
Annual Report
2014
DIRECTORS REPORT
A statement containing brief financial details of the
subsidiaries is included in the Annual Report. As
required under the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries is attached. The
Consolidated Financial Statements have been prepared
in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act,
1956 (“Act”). These financial statements disclose the
assets, liabilities, income, expenses and other details of
the Company, its subsidiaries and associate companies.
The audited consolidated financial statements together
with Auditors' Report form part of the Annual Report.
Company is its Board Meeting held on 13th
August, 2014 has passed a resolution stating that balance
sheet of subsidiaries shall not be attached to Annual
Report of company as company fulfills necessary
conditions under section 212(8) of Companies Act, 1956
and the rules made thereunder and in accordance with
compliance of conditions in this regards prescribed by
notification.
7.
iii.
they have taken proper and sufficient care to the
best of their knowledge and ability for the
maintenance of adequate accounting records in
accordance with the provisions of the
Companies Act, 1956. They confirm that there
are adequate systems and controls for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;
iv.
they have prepared the Annual Accounts on a
going concern basis.
9.
AUDITORS:
M/s E.A Patil & Associates, Chartered
Accountants, Mumbai bearing ICAI Registration
No.117371W are proposed to be appointed as
Auditors of the Company from the conclusion of
ensuing Annual General Meeting till the
conclusion of the Thirty Seventh (37th) Annual
General Meeting of the Company held
thereafter, subject to ratification of the
appointment by the members at every AGM held
after the ensuing AGM.
Report on Corporate Governance and
Management Discussion and Analysis:
As required under Section 139 of the Companies
Act, 2013, the Company has obtained a written
consent from
M/s E .A. Patil & Associates, to
such appointment and also a certificate to the
effect that their appointment, if made, would be
in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there
under.
Report on Corporate Governance and
Management Discussion and Analysis report
statements along with a Certificate of
Compliance from Practicing Company Secretary
is attached as annexures to this Report.
8.
DIRECTORS
STATEMENT:-
RESPONSIBILITY
Pursuant to the requirement of Section 217(2AA)
of the Companies Act, 1956 (“Act”), and based on
the representations received from the operating
management, the Directors hereby confirm that:
i.
in the preparation of the Annual Accounts for the
year 2013-14, the applicable Accounting
Standards have been followed and there are no
material departures;
ii.
they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit of the Company for the financial
year;
10.
AUDITORS REPORT:
The Board has duly examined statutory auditors'
report on annual accounts of company and have
provided clarifications wherever necessary,
have been included in the Corporate Governance
Report and Notes to Accounts section of the
Annual Report.
11.
PUBLIC DEPOSITS:
The Company has not accepted any public
deposits and as such, no amount on account of
principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
Page|24
Prism Informatics Limited
Annual Report
2014
DIRECTORS REPORT
12.
PARTICULARS OF EMPLOYEES:
Ministry of Corporate Affairs vide notification
dated 31st March, 2012 have amended the Limits
with respect to the Particulars of employees
pursuant to provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 required
to be disclosed in the Directors Report. The said
circular amended rule 1A of said rules and
substituted the words Rs. “Twenty four Lakhs”
per annum to Rs. “Sixty Lakhs” per annum and
the words Rs. “Two Lakhs” per month to Rs.
“Five Lakhs” per month. Accordingly as per the
said amendment Company does not have any
employee drawing remuneration above Rs.
“Five Lakhs” per month or Rs. “Sixty Lakhs” per
annum. So requirement of disclosure under
section 217 (2A) of the Companies Act, 1956 is not
applicable.
13.
subsidiaries and the related detailed information will be
made available to any member of the
Company/its subsidiaries seeking such
information at any point of time and are also
available for inspection by any member of the
Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said
subsidiaries will also be available for inspection,
as above, at the head offices/registered offices of
the respective subsidiary companies. The
Company shall furnish a copy of details of
annual accounts of subsidiaries to any member
on demand. Company has taken an approval of
Board of Directors for availing the above said
exemption in the Board Meeting dated 13th
August, 2014.
14.
PARTICULARS UNDER SECTION 212 OF
THE COMPANIES ACT, 1956:
Pursuant to the provision of Section 212(8) of the
Act, Ministry of Corporate Affairs vide its
circular dated February 8, 2011 has granted
general exemption from attaching the Balance
Sheet, Profit and Loss Account and other
documents of the subsidiary companies with the
Balance Sheet of the Company. A statement
containing brief financial details of the
Company's subsidiaries for the financial year
ended March 31, 2014 is included in the Annual
Report. The annual accounts of these
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under section
217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are set
out in an Annexure to this Report.
15.
APPRECIATION:
We thank our customers, vendors, investors and
bankers for their continued support during the
year. We appreciate hard work, cooperation and
support of our employees at all levels.
For PRISM INFORMATICS LIMITED
Date: 1st September, 2014
Place: Navi Mumbai
Page|25
Alok Pathak
Saurabh Dani
Managing Director
(Whole-Time Director)
Prism Informatics Limited
Annual Report
2014
Annexure “A” to Directors' Report
Particulars pursuant to Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988:
Conservation of Energy & Technology Absorption:
Company being in information technology sector, information in Part A and B
pertaining to conservation of energy and technology absorption are not applicable
to the Company. However, Company requires energy for its operations and every
endeavor has been made to ensure the optimal use of energy, avoid wastage and
conserve energy as far as possible.
Foreign Exchange Earnings & Outgo:
Particulars
As on 31st March, 2014
As on 31st March, 2013
Foreign Exchange Earnings
Rs.118,929,414
Rs. 109,290,152
Foreign Exchange Outgo
Rs.54,11,875
Rs. 58,48,760
For PRISM INFORMATICS LIMITED
Date: 1st September, 2014
Place: Navi Mumbai
Alok Pathak
Saurabh Dani
Managing Director
(Whole-Time Director)
Page|26
Page|27
Prism
Informatics Inc
Prism
Inforatics Pte
limited.
Prism
Informatics
Europe AG
TLC
Technologies
Inc
Prism Software
Consultancy,
JLT
Prism
Infoglobal
Limited
1
6
5
4
3
2
Name of
subsidiary
company
Sr.No
USD
AED
USD
CHF
SGD
USD
Reporting
currency
Share
Capital
Reserves &
Surplus
Total
Liabilities
Investment
other than
invesment in
subsidiary
1,520,514
1,520,416 -
78,100,232 94,755,255 -
Total assets
60.10
16.27
60.10
6,010
813,255
-
1,923
3,574,169
-
-
58,177
50,243
-
31,588,575 27,201,151 -
-
67.36 168,402,500 (111,028,374) 111,088,663 53,714,537 -
47.45 40,903,452 (40,903,353)
60.10 33,655,888 (50,310,910)
Exchange
Rate as at 31
march 2014
-
114,050,188
69,762,791
307,851,493
-
-
Sales &
Service
income
536
1,142,503
15,381,170
6,994,266
(551,229)
(42,985,242)
-
-
-
1,297,257
-
101,557
536
1,142,503
15,381,170
5,697,009
(551,229)
(43,086,799)
Nil
Nil
Nil
Nil
Nil
Nil
Profit before Provision for
Profit
Proposed
taxtion
taxation
/(loss)after Dividend
tax
Statement under Section 212 (8) of the Companies Act, 1956 relating to subsidiary companies as on 31st March, 2014
Dubai,
United
Arab
Emirates
Mauritius
USA
Switzerland
singapore
USA
Country
Prism Informatics Limited
Annual Report
Annexure “B” to Directors' Report
Statement pursuant to Section 212 (8) Of the Companies Act, 1956 relating to Subsidiary Companies:
2014
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given below:
1)
Company's philosophy on Code of
Governance:
Corporate Governance is a concerned with the way
corporate entities are governed, as distinct from the way
business within those companies are managed. We
believe that an active, well-informed and independent
board is necessary to ensure the highest standards of
corporate governance. It is well recognized that effective
board is pre-requisite for strong and effective corporate
governance. Corporate Governance deals with set of
laws, regulations, rules, and good practices that enable
an organization to perform efficiently and ethically
generate long term wealth and create value for all its
stakeholders. The Corporate Governance enables a
corporation to complete more efficiently and prevent
fraud and malpractices within organization. Our
Corporate Governance framework ensures that we make
timely disclosures and share accurate information
regarding our financials and performance, as well as the
leadership and governance of the Company.
governance and management.
As on 31st March, 2014 the Board of Directors of
Company comprises of Seven Directors. Of the 7(Seven)
Directors, two are Non- Executive Directors, two are
Independent Directors, two are Whole-Time Directors &
One Managing Director The composition of the Board is
in conformity with Clause 49 of the Listing Agreement
entered into with Bombay Stock Exchange (BSE). The
Chairman of the Board is an independent director and
hence 1/3 rd of the members of Board as per the said
clause must consist of non executive directors. Following
is the composition of Board of Directors of the Company:
¡ Dr. Nirmal Jain- Chairman and Independent
Director.
¡ Mr. Alok Pathak- Managing Director.
¡ Mr. Saurabh Dani- Whole Time Director.
¡ Dr. Ajay Sharma- Independent Director.
Recently, the Securities and Exchange Board of India
(SEBI) sought to amend the equity listing agreement to
bring in additional corporate governance norms for
listed entities. These norms provide for stricter
disclosures and protection of investors rights, including
equitable treatment for minority and foreign
shareholders. Many of the amendments are effective
from 1st day of October, 2014. The amended regulation
requires Companies to obtain the approval of
Shareholders for material related trade party transaction,
to have women director on the Board of Company. The
amended regulations are designed in alignment with
Companies Act, 2013. Company accordingly has decided
to obtain approval of Shareholders for all material related
trade party transaction at this Annual General Meeting of
the Company and same is mentioned in point 13 of
Notice of Annual General Meeting of the Company.
Further Company has adopted its own policy on
“Related Trade Party Transaction” in its Board Meeting
held on 13th August, 2014. Accordingly Company in its
Board Meeting dated 13th August, 2014 has adopted the
policy on transaction with Related Trade Party and same
is available on website of the Company.
2)
Board of Directors:
¡ Mr. Christof Anderi- Non Executive Director.
¡ Dr. Ramesh Subramaniam- Non Executive Director**
¡ Mr. V. Chandrashekar- Whole Time Director^^
** Dr. Ramesh Subramaniam, Non-executive Director of
the Company has resigned from Board of Company with
effect from 16th June, 2014
^^Mr. V. Chandrashekar, Whole-Time Director and
Company Secretary resigned from post of Whole-Time
Director and Company Secretary on 08th August, 2014
and shall continue to act as Non-executive Director on
Board of Company
Changes during the financial year (2013-2014) in the
composition of Board of Directors of the Company:
– During the Financial year 2013-14, there is no change
in Board of Prism Informatics Limited. However, Dr.
Ramesh Subramaniam, Non executive Director has
resigned. The composition after resignation also meets
the requirements of Clause 49 of Listing Agreement.
The Current policy is to have an appropriate mix of
independent and executive director to maintain the
independence of Board and to separate the functions of
Page|28
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
A.
Board Composition and Category:
The Composition of the Board and category of Directors as on date of this report are as follows:
Category
Name of the Directors
Chairman & Independent Director
Mr. Nirmal Jain
Independent Director
Dr. Ajay Sharma
Managing Director
Mr. Alok Pathak
Whole Time Director
Mr. Saurabh Dani
Non-Executive Director
Mr. Christof Anderi
Non-Executive Director
Mr. V. Chandrashekar
The Composition of the Board of Directors meets the requirements of Clause 49(I) (A) of the Listing Agreement.
None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees
(as specified in Clause 49) across all Companies in which they are Directors.
B.
Board Meetings, Board Committee Meetings and Procedures
The Board of Director of the company meets at regular intervals with an annual calendar and formal schedule of matters
specifically reserved for its consideration to ensure that the matters in relation to Strategy, Operations, Finance and
Compliances are reviewed and monitored regularly. The calendar of meetings is communicated to the Directors to enable
maximum participation. The Directors of the Company, through their participation in Board Meetings either in person or
through technology enabled conferences, provide inputs to management from their relevant fields of knowledge and
expertise.
C.
Board Meetings held during the year, attendance of Directors and particulars of the Directorships, committee
memberships/chairmanship and last AGM:
During the year ended 31st March, 2014 seven board meetings were convened and the gap between two meetings did not
exceed four month. The dates on which the said meeting were held as follows.
Sr. No.
1
2
3
4
5
6
Page|29
Date of Board Meeting
29th April 2013
30th May 2013
19th July 2013
13th August 2013
12th November 2013
13th February, 2014
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
The necessary quorum was present for all the meeting conveyed during the year ended 31st march, 2014
The details of the attendance at the meetings of the Board and at the last AGM together with the particulars of the other
Directorships, committee membership/chairmanship, of the Directors are given below:
Name of Directors
Attendance of Directors in No of other
meetings held during 2013-2014 directorship
(excluding Prism)
(out of 7 meetings)
No. of Membership
(s)/Chairmanship(s)
of Board
Committees in
Other Companies
(excluding Prism)
Board Meeting
Last AGM
Mr. Alok Pathak
6
No
5
Nil
Dr. Nirmal Jain
7
Yes
5
Nil
Dr. Ramesh Subramanian
5
-
3
Nil
Mr. Ajay Sharma
6
No
Nil
Nil
Mr. Christof Anderi
6
No
2
Nil
Mr. Saurabh Dani
4
No
5
Nil
V. Chandrasekhar**
5
Yes
4
Nil
** Attended all board meetings from the date of appointment (12.06.2013).
Notes:
1.
The Directorships held by Directors as mentioned above, do not include Alternate Directorships and
Directorships in Foreign Companies, Companies registered under Section 25 of the Companies Act, 1956.
2.
Membership / Chairmanship of the Audit Committees and Shareholders' / Investors' Grievance Committee in
all Public Limited Companies have been considered.
D.
Most of the Decisions of the Company are taken in the Board Meeting. However due to business exigencies,
availability of independent directors or urgency of matters, following resolutions were passed by circulation
in accordance with the provisions of Section 292 of the Companies Act, 1956:
Date of Resolution
12th June, 2013
Resolution Passed
1)To consider the appointment of Mr. V. Chandrasekhar as
Whole-Time Director on Board of company with effect from
12th June, 2013
No. of directors
approving the same
All Directors
Page|30
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
No. of directors
approving the same
Date of Resolution
Resolution Passed
29th October, 2013
1) To allot 6,16,123 Equity Shares of Re. 1/- each at the
premium of Rs. 34/- per share arising on conversion of
2,15,643 2% Non Cumulative Compulsorily Convertible
Preference Shares of Rs. 100/-each (NCCP's Series IV) at
the conversion price of Rs. 35/-per share determined in
accordance with SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
All Directors
2) To allot 7,41,174 equity shares of Re. 1/-each at the
premium of Rs. 53.11/per equity share arising on
conversion of 4,010,50 11% Compulsorily Convertible
Debentures of Rs. 100/-each (CCD's Series Ill) conversion
price of Rs. 54.11/-per share determined in accordance
with SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009.
All Director Except Mr.
Saurabh Dani
1) To allot 6, 30,000 (no's) 2% Non Cumulative Compulsorily
Convertible Preference Shares (NCCP's Series V) of Rs.
100/- each at par to Megh Leasing and Investments
Limited on a preferential allotment basis against
conversion of unsecured loan.
All Directors
2) To allot 30,000 (no's) 2% Non Cumulative Compulsorily
Convertible Preference Shares (NCCP's Series V) of Rs.
100/- each at par to Dr. Ramesh Subramaniam on a
preferential allotment basis against cash.
All Directors Except Dr.
Ramesh Subramaniam
13th March,2014
** Company had allotted 3,46,020 Equity shares on 21st April, 2014 arises on conversion of 50,000 12% Compulsorily
Convertible Debentures (CCD's- Series V) of Rs. 100 each at par on 22nd October, 2012 on Preferential basis.
3)
Committees:
A. Audit Committee:
The Audit Committee of the Company is constituted
in line with the provisions of clause 49 of listing
agreement entered into with Bombay Stock
Exchange (BSE).
Composition: The audit committee of the Board
comprises of Dr. Nirmal Jain, Dr. Ajay Sharma and Mr.
Alok Pathak, Dr. Nirmal Jain is Independent Non
executive Director and Chairman of audit committee, Dr.
Ajay Sharma is Independent Non- executive Director,
and Mr. Alok Pathak is Managing Director.
Sr. No.
Name of Audit Committee Members
Designation / Category
1
Mr. Alok Pathak
Managing Director
2
Dr. Ajay Sharma
Independent Director
3
Dr. Nirmal Jain
Chairman & Independent Director
Page|31
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
P
Objective, Role and terms of reference to Audit Committee: The terms of reference of the Audit Committee of the
Company include the powers as referred to in sub-paragraph (C) of paragraph II of Clause 49 of the Listing
Agreement and the role as stipulated in sub-paragraph (D) of paragraph II of Clause 49 of the Listing Agreement of the
Company with the Stock Exchange(s). The Chairman of the Audit Committee was present at the Last Annual General
Meeting of the Company to answer the shareholders queries.
P
Meetings: During the financial year 2013-2014, five meetings of audit committee were held. The dates on which the
said meetings were held are as follows:
Sr. No.
Date of Audit Committee Meeting
1
29th April 2013
2
30th May 2013
3
13th August 2013
4
12th November 2013
5
13th February, 2014
The composition of the committee and the attendance of the members at each of the meetings held during the financial
year 2013-2014 are given below:
Name of the Committee Member
No. of meetings held
No. of meeting attended
Dr. Nirmal Jain
5
5
Dr. Ajay Sharma
5
5
Mr. Alok Pathak
5
5
Company Secretary – Secretary of Audit Committee, Statutory Auditor and Internal Auditors attend the audit
committee Meetings.
A)
Remuneration of Directors:
No remuneration is paid to any Directors of the Company except following
Sr. No.
Name of the Director
Remuneration paid them
No. of Equity
% of Share capital
Shares holding
1
Mr. Saurabh Dani
3,00,000 p.m.
27,07,915
12.33
2
Mr. V. Chandrashekar^^
3,00,000 p.m.
4,996
0.02
Page|32
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
Remuneration if any (in Rs.)
Name of Directors
No. of securities of
Company held
Dr. Nirmal Jain (Independent Director)
-
-
Dr. Ajay Sharma (Independent Director)
-
-
Dr. Ramesh Subramaniam (Non Executive Director)
-
13,806**
Mr. Christof Anderi
-
5,31,870
** Dr. Ramesh Subramaniam, Non-executive Director of the Company has resigned from Board of Company with
effect from 16th June, 2014.
^^Mr. V. Chandrashekar, Whole-Time Director and Company Secretary resigned from post of Whole-Time
Director and Company Secretary on 08th August, 2014 and shall continue to act as Non-executive Director on
Board of Company
Hitherto setting up of remuneration committee was not mandatory. With enactment of Companies Act, 2013, it is
mandatory to constitute “Nomination and Remuneration” committee under provisions of Companies Act, 2013
and accordingly Board in its meeting held on 08th August, 2014 constituted committee consisting of Dr. Ajay
Sharma, Dr. Nirmal Jain, and Mr. V. Chandrashekar. Board adopted “Nomination & Remuneration policy” as
recommend by members of committee in its Board Meeting dated 13th August, 2014 & shall follow all parameters
as stated in said policy for nomination, appointment and payment of remuneration to directors, key managerial
personnel and senior management personnel.
B)
Investors'/ Shareholders Grievance Committee:
Composition: Investors/Shareholders Grievance committee comprises of following members
Sr. No.
Name of Audit Committee Members
Designation / Category
1
Mr. Alok Pathak
Managing Director
2
Dr. Ajay Sharma
Independent Director
3
Dr. Nirmal Jain
Independent Director
Terms of Reference: The committee looks into redressal of shareholders'/ investors' complaints related to
transfer of shares, non-receipt of Balance Sheet, non- receipt of declared dividend, etc. The Board has delegated
the power of approving transfer of securities to the Managing Director and / or the Company Secretary.
Company Secretary and Compliance Officer has been authorized to take all necessary steps to comply with
various regulations as issued by the relevant authorities.
No complaints were received by the Company/Registrar and Transfer Agent of Company for financial year
2013-14 and hence no meeting of Investors'/ Shareholders Grievance Committee was held.
Complaints outstanding as on April 1, 2013
Nil
Complaints received during the year ended March 31, 2014
Nil
Complaints resolved during the year ended March 31, 2014
Nil
(Need to confirm from RTA)
Page|33
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
4)
General Body meetings:
A)
Annual General meeting:
a)
Date, time and location of the last three Annual General Meeting (AGM):
Year
Venue
2010-11
12th August 2011 on Friday at 11 am.
Four Points by Sheraton, Near Vashi
Railway Station, Vashi, Navi-Mumbai 400
703.
2011-12
17th August 2012 on Friday at 11 am
Four Points by Sheraton, Near Vashi
Railway Station, Vashi, Navi-Mumbai 400
703.
27th September, 2013 on Friday at 11 am
Hotel Zinga, Shop No. 176 to 179 Fantasiya
Business Park, Plot No. 47, Sector – 30A, Opp.
Vashi Railway Station, Vashi, Navi-Mumbai
400 703.
2012-13
b)
Day, Date and Time
Special resolutions passed during previous three AGMs:
Year
Special Resolutions passed
2010-11
No Special resolution was passed
2011-12
Appointment of Mr. Bhuman Dani son of Saurabh Dani as “operational Manager”
2012-13
Issue and allot up to 7,00,000, 2% Non-Cumulative Compulsorily Convertible Preference
Shares (NCCP Series V) of Rs. 100/- each
c)
Special Resolutions passed through Postal Ballot in year 2013-2014:
a)
Whether any special resolution passed last year through postal Ballot- NO
b)
Company has not passed any resolution through postal during the year 2013-14
5)
Disclosures:
a)
Disclosures on materially significant related party transactions that may have potential conflict with the interests
of company at large: In terms of Accounting Standard 18, details of transactions with related parties have been
reported in the notes on accounts. There were no materially significant transactions that had conflict with the
interest of the Company at large.
b)
Details of non-compliance by the Company, penalties, structures imposed on the company by stock exchange
or SEBI or any statutory authority on any matter related to capital markets, during the last three years: Not
Applicable.
·
Whistle Blower Policy/Vigil Mechanism: Company in its Board Meeting dated 13th August, 2014 established
Vigil Mechanism as per provisions of section 177 (9) of Companies Act, 2013. Board nominated Mr. V.
Page|34
Prism Informatics Limited
Annual Report 2014
REPORT ON CORPORATE GOVERNANCE
Chandrashekar, Non-Executive Director as“Ethics Officer” to redress genuine concerns of directors and
employees.
Directors and employees can redress the said concerns by adopting following steps:
a.
Directors/Employees having concern may approach said officer by writing concern in prescribed form (Annexed
hereto) and send the form on E-mail ID v.chandrashekar@prism-informatics.com With CC to
dr.nirmal.jain@prism-informatics.com
b.
Concern addressed to said officer in point (a) above shall resolve the same within 30 days of receipt of same.
Concern pending beyond 30 days can be referred directly to Mr. Nirmal Jain, Chairman of Audit Committee.
c.
All the concerns resolved & pending shall be placed at the meeting of Audit Committee in its quarterly meeting.
P
The concern so received shall address and resolve within 30 days of receipt of same. Concern pending shall be
raised by said officer to chairman of Audit Committee in its quarter meeting.
C)
The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to the
Clause 49 of the Listing Agreements with the Stock Exchanges:-
i)
A communication on the financial performance of Company including a summary of the significant events was
sent to every member.
ii)
Company has adopted a Whistle blower policy and has established the necessary mechanism for employees to
report concerns about unethical behavior. No employee has been denied access to the audit committee.
6)
Means of Communication:
i)
Quarterly Results: Quarterly Results are published in 'Free Press Journal' and / 'Navshakti' and are displayed on
the Company's website www.prism-informatics.com.
ii)
News Releases, Presentations, etc: Official news releases, detailed presentations made to media, analysts,
institutional investors, etc. are displayed on the Company's website www.prism-informatics.com.
iii)
Website: The Company's website www.prism-informatics.com contains a separate dedicated section 'Investors'
where shareholders information is available. The Company has made no presentation to any Institutional
Investors/Analysts during the year.
iv)
Annual Report: The detailed Annual Report is available on website of company & on website of Bombay Stock
Exchange, where shares of company are presently listed. Directors Report, Corporate Governance Report,
Management Discussion Analysis Report, along with Abridged Audited Annual Financial Statement has been
circulated to members and others entitle thereto.
Page|5
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
7)
General Shareholders Information:
i)
Company Registration Details:
Company is registered under the jurisdiction of Mumbai – ROC in the State of Maharashtra. Corporate Identity
Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L67120MH1983PLC029483
ii)
Date, time and venue of the Annual General Meeting:
Date: 30th September, 2014
Time: 04:00 P.M.
Place: Celebration Banquets, Plot No. 46, 3rd Floor, Samna Press Building, Next to Inorbit Mall, Near Vashi
Railway Station, Sector 30-A, Vashi, Navi Mumbai-400703 on 30th day of September, 2014 at 4.00 p.m. (IST)
iii)
Financial Year: April 1, 2013 to March 31, 2014
iv)
Results for the quarter ending :
v)
June 30, 2013
- 13th August, 2013
September 30, 2013
- 12th November, 2013
December 31, 2013
- 13th February, 2013
March 31, 2014
- 27th May, 2014(Audited Financials)
Annual General Meeting
- 30th September, 2014
Date of Book Closure:
The share transfer book of the Company will be closed from Monday, 22nd September, 2014 to Tuesday, 30th
September, 2014 (both days inclusive)
vi)
Listing on Stock Exchange:
Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001, Tel 022-22721233/34 Fax:
022-22723121. Stock Code: 505530.
The Annual listing fees have been paid and there is no outstanding amount as on date.
Demat ISIN Number for NSDL and CDSL: INE389J01028.
vii)
Dematerialization of Equity Shares:
The Equity Shares of the company are admitted in the following depositories of the Country under the
International Securities Identification Number (ISIN) INE389J01028.
This number is required to be quoted in each transaction relating to dematerialized Equity shares of the
Company.
Page|36
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
Name of Depository
Address
National Securities Depository Limited
Trade World, A Wing, 4th & 5th Floors, Kamala
Mills Compound, Senapathi Bapat Marg Lower
Parel, Mumbai - 400 013
Central Depository Services (India) Limited
Phiroze Jeejeebhoy Towers,16th Floor, Dalal Street,
Mumbai - 400 001
Company has paid the custodial charges to the respective depository participant for the year ending 31st March
2014.
viii)
Market Price Data:
Company : PRISM INFORMATICS LTD. ( 505530 )
Period : ( Apr 2013 to March 2014 )
* Spread (Rs.)
Open
High
Low
Close
No. of
No. of
Total Turnover
Price
Price
Price
Price
Shares
Trades
(Rs.)
H-L
C-O
Apr 13
31.20
31.20
31.20
31.20
5
1
156
0.00
0.00
May 13
30.20
30.20
23.25
23.25
1,128
10
30,361
6.95
-6.95
Jun 13
24.40
24.40
16.90
19.50
2,233
23
44,780
7.5
-4.90
Jul 13
20.20
27.50
18.55
26.05
32,328
29
6,83,289
8.95
5.85
Aug 13
24.75
24.75
17.45
17.45
25,716
13
5,21,705
7.30
-7.30
Sep 13
16.60
18.30
15
15
25,794
23
4,16,806
3.30
-1.60
Oct 13
15.00
15.00
15.00
15.00
162
1
2,430
0.00
0.00
Nov 13
15.75
16.10
13.94
14.10
1,94,192
2,319
29,51,685
2.16
-1.65
Dec 13
14.00
14.30
11.90
12.10
5,14,515
2,867
68,49,364
2.40
-1.90
Jan 14
12.10
18.78
9.54
17.15
1,69,925
2,037
21,99,151
9.24
5.05
Feb 14
17.15
17.65
14.40
15
60,093
282
9,61,395
3.25
-2.15
Mar 14
15.25
16.50
11.82
14.42
19,972
120
2,96,619
4.68
-1.05
Month
* Spread
H-L : High-Low
C-O : Close-Open
Page|37
Prism Informatics Limited
Annual Report 2014
REPORT ON CORPORATE GOVERNANCE
Month wise high and low prices and the volume of shares of the Company traded for the period 01st April, 2013 to
31st March, 2014 on the Bombay Stock Exchange (BSE) are given below:
**Source: Website of Bombay Stock Exchange.
a) Performance in comparison to broad-based indices such as BSE Sensex etc:
b) Registrar and Transfer Agents:
Sharex Dynamic India Pvt Ltd,
Unit 1, Luthra Industrial Premises, Safed Pool,
Andheri Kurla Road, Andheri (East), Mumbai - 400 072
Tel- 28515644, Fax- 28512885
E-mail- info@sharexindia.com; investor@sharexindia.com
c) Share Transfer System:
Managing Director and/or Company Secretary have been empowered by the Board for approving transfer/
transmissions of shares. The Company's registrar Sharex Dynamic (India) Private Limited have adequate infrastructure
to process the share transfer applications received within 15 days from the date of lodgment of transfer subject to the
transfer instrument being valid and complete in all respects.
Page|38
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
ix)
Distribution of shareholding as on 31-03-2014:
% of No of
% of
Shareholders
Shareholding
2,02,711
89.88
0.98
8
64,495
1.07
0.31
10000-20000
11
1,48,696
1.46
0.72
4
20000-30000
7
1,83,068
0.93
0.89
5
30000-40000
2
72,976
0.28
0.35
6
40000-50000
3
1,44,610
0.40
0.70
50000- 100000
12
7,37,085
1.60
3.58
100000 to above
33
1,90,45,517
4.39
92.46
TOTAL
751
2,05,99,158^^
100
100
No. of Equity
No. of
Shares held
Shareholders
1
1-5000
675
2
5000-10000
3
Sr. No
7
8
No. of Shares
^^ Company had allotted 7,41,174 Equity Shares on 29th October, 2013 and said equity shares arises on account of
conversion of 11%, 401050 Compulsorily Convertible Debenture (CCD Series IV) of Rs. 100/- each. Company is under
process to obtain trading approval to these shares. Hence, presently issued capital is Rs. 2,19,56,455 divided into
2,19,56,455 equity shares of Re. 1/- each. While listed equity share capital is Rs. 2,05,99,158 divided into 2,05,99,158
Equity shares of Re. 1/- each.
Category of Equity Shareholders as on 31-03-2014:
Sr. No
Category
1
Promoters, Directors & Relatives
2
No. of Shares
% of total Shareholding
36,27,341
17.60
Public Financial Institutions/ Banks
0
0
3
Mutual Funds/ UTI
0
0
4
FIIS
0
0
5
Venture capital fund
10,860
0.05
5
NRIS/ OCBS
82,98,212
40.28
6
Private Corporate Bodies/ Non Institutions
Body Corporate
55,75,867
27.06
7
Indian Public
31,38,749
2,05,99,158
15.23
100.00
Total
x) Dematerialization of shares and liquidity:
The Shares of the Company form part of the compulsory demat segment. The company has established connectivity
with both Depositories viz, National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) through the Share Transfer Agent. As on 31st March 2014, 98.32 % shares of Paid up capital of the
Company comprising of 2,02,53,328 equity shares of Re 1/- each has been dematerialized.
Page|39
Annual Report 2014
Prism Informatics Limited
REPORT ON CORPORATE GOVERNANCE
xi)
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on
equity:
·
The Company had allotted 6,60,000 2% Non-Cumulative Compulsorily Convertible Preference Shares (NCCP'sSeries V) of Rs. 100 each at par on 13th March, 2014 on Preferential basis with conversion period of 06 months
from the date of allotment. The conversion price will be decided as per the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009 at the time of conversion. The Conversion of these securities is due on 12th
September, 2014.
xii)
Plant Locations:
The Company has following operating divisions:
Registered office: Prism Informatics Limited is located at B-907, Bsel Tech Park, Opposite Vashi Railway Station,
Sector 30 A, Vashi, Navi Mumbai - 400703.
xiii)
Sr. No.
Operative Divisions located at
Registered Office Address
1
Pune
Unit 602, Sixth Floor, Wing 2-Cluster C,EON FREE ZONE,
Plot No.1,S.No.77,Kharadi MIDC, Knowledge Park, Pune411 014.
2
Europe
Gewerbestrasse 5, 6330 Cham/ Zug, Switzerland
3
USA
Six Concourse Parkway, Fifth Floor, Atlanta, GA 30328,
USA
4
Germany
Sciencepark 2,DE-66123 Saarbrucken, Germany
5
Singapore
31, Cantonment Road, Singapore- 089747.
6
Dubai
Unit No.2502, Fortune Tower Plot No.C1, Jmeriah Lakes
Towers, Dubai, United Arab Emirates.
7
Seychelles
Suite 3, 1st Floor, La ciotat Building, Mont Fleuri, PO Box
438, Mahe, Seychelles
Address for Correspondence:
Shareholders may correspond on all matters to the address mentioned below:
1. Prism Informatics Limited: B-907, Bsel Tech Park, Opposite Vashi Railway Station, Sector 30 A, Vashi, Navi
Mumbai - 400 703. Contact Number: 022-67232976/945
2. Sharex Dynamic (India) Pvt. Ltd: 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed pool,
Andheri(E), Mumbai 400072. Tel No. 2270 2485, Fax No. 2264 1349
Page|40
Prism Informatics Limited
Annual Report
CERTIFICATE
OF COMPLAINCE
WITH
ATTENDANCE
SLIP
THE CODE OF CONDUCT POLICY
As provided under Clause 49 of Listing Agreement with the Stock Exchange, the
Board Members and Senior Management Personnel have confirmed compliance with
the code of conduct for the period ended 31st March, 2014.
For Prism Informatics Limited
Date: 1st September 2014
Place: Navi Mumbai
Page|41
Alok Pathak
Managing Director
2014
Prism Informatics Limited
Annual Report
2014
CEO/CFO CERTIFICATION
ATTENDANCE SLIP
The Board of Directors
Prism Informatics Limited
(a)
I have reviewed the financial Statements, read with the cash flow statement of Prism Informatics
Limited for the year ended 31st March, 2014 and that to the best of my knowledge and belief, I state
that:
(i)
These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii)
These statements together present a true and fair view of the company's affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
(b)
To the best of my knowledge and belief, no transactions entered into by the company during the year
which are fraudulent, illegal or violative of the company's code of conduct.
(c)
I accept responsibility for establishing and maintaining internal controls for financial reporting and
that they have evaluated the effectiveness of internal control systems of the company pertaining to
financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in
the design or operation of such internal controls, if any, of which they are aware and the steps they
have taken or propose to take to rectify these deficiencies.
(d)
I have indicated to the auditors and the audit committee
(i)
Significant changes, if any, in the internal control over financial reporting during the year;
(ii)
Significant changes, if any, in the accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
(iii)
Instances of significant fraud of which they have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the company's internal control system
over financial reporting.
For Prism Informatics Limited
Date: 1st September 2014
Place: Navi Mumbai
Alok Pathak
Managing Director
Page|42
Prism Informatics Limited
Annual Report
2014
CERTIFICATE OF COMPLIANCE WITH THE
CORPORATE GOVERNANCE REQUIREMENT UNDER
SLIP
CLAUSE ATTENDANCE
49 OF LISTING AGREEMENT
We have examined compliance with conditions of Corporate Governance by Prism Informatics Limited (“the
Company') for the year ended 31st March, 2014 Stipulated in Clause 49 of the Listing Agreement of the
Company with Bombay Stock Exchange.
Compliance with the conditions of Corporate Governance is the responsibility of Company's management.
Our examination was limited to review of procedures and implementation thereof, adopted by the Company
for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us and based on
the representations made by the management, we certify that Company has complied with the conditions of
Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Prashant Sharma & Associates
Company Secretaries
Date: 1st September 2014
Place: Navi Mumbai
Page|43
Prashant Sharma
C.P.No:7902 ACS No. 21775
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
Economy and IT Industry Overview
Indian IT companies delivered a modest year in terms of
financial performance, driven by an overall
improvement in the quality of their service offerings
combined with a flat pricing environment. They are now
attempting to move up the value chain by providing
more end-to-end solutions to their clients.
Increased confidence of business leaders in their
companies performance and improved sentiment of
consumers drove spending in technology products.
Investment in technology is among top three priorities of
companies across the world. Worldwide interactions
with business leaders reveal that role of technology will
create biggest impact on their business. An increasing
acceptance of the fact that digital technologies will
impact business models, processes, new products and
services offerings, access to new markets, new customer
base and will open up completely new set of
opportunities for their companies, is a common feature
across industries and markets.
As a result, spending on technology and technology
services grew at a faster pace (4.5%) than global economic
growth in 2013. US world's largest IT market grew at
5.6%, while continuing to lead investments in digital
technologies. The need to find new ways to reach out to
consumers prompted the European companies to invest
in technology for optimization and innovation.
Revitalization of global economy continued during
calendar year 2013 and global economy ended year on a
better footing as compared to the start of the year. Global
trade and activity picked up in the second half of 2013.
Latest forecast from IMF says that world output growth
will reach 3.6% in 2014, up from 3% recorded in 2013.
Strengthening of developed economies is likely to boost
demand, which, in turn, will help emerging markets and
developing economies strengthen further.
US economy grew at an annual rate of 2.6% in last quarter
of 2013 with better forecast for 2014. The Euro Zone
appears to be transiting from recession to recovery with a
projected GDP growth of 1% in 2014 as against a marginal
de-growth of 0.4% recorded in 2013.
Expected revenues of IT-BPM in financial year 2014 is
USD 118 Billion. The actual revenue of India IT- BPM
revenue stands at 109 USD Billion in year 2013 as against
68 USD Billion in year 2009. Indian IT services exports
reached approximately USD 52 billion in FY 2014. IT
Services Exports revenue was 45.4 USD billion in FY 2013
as against 27 USD billion in FY 2009.
Indian market continues to acts as a beta testing ground
wherein 60% of the firms have India as their testing
ground before going global. Indian software export is
estimated to be 1.7 Billion USD in FY 2014. Export of
software was 1.6 Billion USD in FY 2013 as against 1.1% in
FY 2009. This indicates lower growth in terms of revenue
from export of software products. Indian IT Service
providers have increased their focus on:
i.
Strengthening customer-facing teams and
mining focus accounts
ii.
Deepening vertical specialization and building
deep domain expertise
iii.
Broadening services portfolio
iv.
Evolving newer business models, building
non-linear revenue streams
v.
Augmenting global delivery models.
Global ITES Industry has dramatically gone through a
sea change, where Technology was an enabler for
Automation, it is now an intricate service tool for
ensuring not only automation or process
implementation, but also as a bottom-line improvement
tool.
Number of deals signed by Prism Informatics Limited
(Prism) as of 2013-2014 is a clear indication that things are
changing for the better. The following years 2015 and
2016 would see things substantially improve with the
demand for ITES services on an upswing.
Prism is optimistic about the business prospects in USA,
Europe, Middle East and the Asia Pacific regions and is
geared to meet the challenges that such prospects may
bring.
India's IT industry can be divided into five main
components, viz. Software Products, IT services,
Engineering and R&D services, ITES/BPO (IT-enabled
services/Business Process Outsourcing) and Hardware.
Information Technology is one of the most important
industry in the Indian economy.
Page|44
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
Factors leading to growth in the IT/ITes sector are:
¡ Low operating costs and tax advantage.
range of solutions by leveraging deep domain expertise
and close-knit associations with leading technology
companies.
¡ Favorable government policies.
¡ Technically qualified personnel easily available in the
country.
¡ Rapid adoption of IT technologies in major sectors as
Telecom, Manufacturing and BFSI.
¡ Strong growth in export demand from new verticals
and non-traditional sectors as public sector, media
and utilities.
¡ Use of new and emerging technologies such as
mobility analysis and cloud computing.
All these factors have given IT/ITES industry a strong
competitive position with high market share.
Business Overview & Capabilities
Prism is a BSE listed company in the field of software
development and IT business consulting headquartered
in India. Company has grown by a combination of
Organic and Inorganic growth. Today brand is well
recognized across Europe, Asia-pac, Middle-East, Africa
and South East Asia.
Prism has consistently proved its mettle in the consulting
industry, and has grown organically and is focused on
strategic investments to accelerate market presence and
leadership position in chosen verticals including Retail,
Manufacturing, Media & Entertainment, Engineering &
Construction, Pharmaceuticals, Life Sciences and
Education. Our approach is premised on building deep
domain specialization in chosen verticals and
augmenting our service offerings to provide end-to end
solution for our customers. We recruit talent from some
of the best universities, colleges and institutes in India
and abroad, as well as some of the leading IT companies
in India and overseas. In order to create a differentiated
culture and preferred place to work, we have taken
multiple measures. These include transparent evaluation
criteria, continuous focus on training and new skills,
competitive compensation packages, being a valuesbased organization, open communications policies and
mentoring our minds for leadership roles.
Prism understands the varying needs of its customer's
expectations and develops well- packaged solutions to
fulfill their requirements. On time, cost-effective
solutions have led Prism to consistently serve its clients
across the globe. Prism provides a complete holistic
Page|45
Prism designs and delivers technology solutions and
services that span across various industries, built up with
matured, proven and integrated framework for
managing technology infrastructure, providing IT and
Technology Implementation, IT security consulting and
IT forensics & Risk management services. Our expertise
on Enterprise Solutions spans across Oracle, SAP, EPM
and Cognos Controller. Prism has won several awards
from SAP, IBM for its quality commitment and delivery
leadership. Company has launched several new
products in the Cloud computing and Mobility space.
Prism leverages technology across every aspect of
enterprise. Prism's experience in various technologies
and domains enables Prism to suggest and choose the
best technology and solution based on client's
requirements and application type. Prism's consistent
investments across R&D and innovation meet Prism's
inherent need to scale greater heights.
Prism Success factor lies in entering into niche areas
like:
¡ Business Planning and Consolidation.
¡ Predictive Analytics.
¡ KPI and Balance score card
¡ Risk Modeling
¡ Governance, Risk & Compliances
Prism's growth is powered by consultative approach,
deep understanding of business and technology, passion
for innovation and above all, values. Consistent
performance has been hallmark of Prism's success. Focus
on innovation ensures that Prism is constantly reaching
the frontiers to cater diverse business requirement of the
global market.
Key Differentiator
Today, India is transforming into world IT hub and all
major players in the field are working constantly towards
promoting and expanding their market. In this scenario
Enterprise Resource Planning (ERP) is playing a major
role in growth of small and medium size industries in
India apart from contributing largely into the big
business enterprises. Our approach towards business
differentiates us from the rest.
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
which has been reduced to Rs. 1.5 Crore.
Opportunities and Risks
Prism has identified opportunities based on trends
noticed in past couple of years, which continues to be
focus of our growth strategies during 2014-15, the key
ones among them are as follows:
1.
The adoption of Social media, Mobile, Analytics
and Cloud (SMAC) technologies is expected to
drive growth in all the segments. Cloud and
client maturity are the major drivers for this,
especially in IT. PRISM is adapting this
technology for upgrading its existing solutions
as part of its offerings.
2.
Emerging Geographies like MEA / APAC and
emerging verticals – Healthcare, energy and
retails are the key areas where CMC will tap
opportunities with its core competency of asset
based solution.
III.
Management representation (MP) for point (I)
(II) and (III) above: The Company is taking all
reasonable steps to avail bank guarantee.
Company has approached various banks in this
regards and is in talk with leading banks to assist
the company by providing Bank Guarantee and
enable company to secure the operational
activities of the Company. One of the leading
Bank have considered our proposal and we are in
negotiation stage to solve these internal
problems and same might take some time as
same involves restructuring of business.
IV.
Threats:
1.
2.
Attrition: Since the IT sector is exposed to high
attrition rate due to more opportunities available
in market for the employee, retaining existing
talent pool and attracting new talented
manpower is a major risk to the Company. The
Company has initiated various measures to
enhance the retention of employees during the
year which includes, employee engagement
surveys, transparent Performance Management
System, and Prismconnect to maintain
employee-friendly culture in the organization.
Risk External to the Company:
I.
I.
II.
Presently Company does not have bank
guarantee facility and hence not able to conduct
its SAP licensing business to its full extent.
Company has taken a cash credit facility from
Saraswat Co-operative Bank of Rs. 5 Crores
IT business is technology driven and there is a
risk of present technology becoming obsolete.
MP: Prism has a channel partner and leading
implementation of SAP solutions constantly
upgrades its resource with latest technology and
encourages technical team to look into futuristic
technology through various training
programmes designed and conducted through
SAP.
II.
Risk internal to the Company:
Company has receivable of Rs. 11 Crores which
is outstanding for a period of more than six
months as on 31st March, 2014. Company has
provided provision for receivables due from its
own subsidiaries amounting to Rs. 5.76 Crores.
The said provision requires approval from RBI.
MP: The Company is in process to file the
application seeking approval from RBI to write
off the said provision from its balance sheet.
Technological Changes: The Company operates
in high end technology domain which is subject
to continuous innovations based on customer
requirement. To mitigate the risk of
technological changes, Company has its own
R&D center to track technological innovations
which are relevant to the business of the
Company.
Risk:
Company in order to meet its working capital
requirement has availed certain inter corporate
loan at higher rate of interest i.e. simple interest
of 27% p.a.
Investment by customers in Information
Technology is a function of prevailing economic
conditions and government policies in their
respective country. Any adverse political or
economic shift will have a bearing on investment
decisions of customers.
MP: Prism is present in India, Srilanka, USA and
the Middle east and has thus spread its country
specific risk.
Page|46
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
III.
IT business is subject to attrition
c.
MP:
Prism has been a leader in SAP
implementation projects in SME segment and
offers excellent work experience and knowledge
to its employees. This leads to greater work
satisfaction as demonstrated by low attrition rate
of 14%.
IV.
Information Technology business has no entry
restriction and thus carries risk of competition:
MP: Prism by its sustained performance has
earned a niche position in SME segment for
implementation of SAP Solutions and as a
channel partner of SAP is a leading reseller of
SAP licenses and has thus curved out a place for
itself to sustain competition.
V.
Risk relating to exchange rate fluctuation
The Company is into IT and IT enabled services
which subjects it to foreign exchange exposure.
Fluctuations in foreign exchange rates might
have an impact on the financial performance of
the Company.
Marketing Strategies
Our Marketing Strategy revolves not only around the
goal of increasing Prism's presence in market by
acquiring new clients but also by serving existing
client to their complete satisfaction. Modes in
which we do marketing are:
a.
Email Marketing
Our major focus for generating leads is through a
series of event that starts with targeted &
monitored email campaigns for which databases
are created specific to every campaign (Industry,
Revenue, Employees etc.). Modern tools helps us
track the actions of recipient in respect to the
emails,
b.
Tele Marketing
A rigorous telecallling session follows up every
email campaign in order to generate leads. The
prospects who opened/clicked the emailers are
first contacted and followed up. The purpose of
the telecalling sessions is to help set up calls,
client meetings in order to generate interest in
our services & offerings.
Page|47
Events
Our focus for attending/organizing events is to
broaden our network of clients, contacts,
vendors, prospects etc. These events help
showcase Prism's diverse offerings and services.
We can also generate a sizable database during
these events with a sign-up sheet for people who
visit our booth/contacts attending the event.
d.
Account Mining
Our existing clients are targeted with our other
offerings through various marketing collaterals
& meetings.
e.
Promoting Prism
We create the brand & service offering
awareness by sharing our success stories
through periodic news releases, releasing
whitepapers, online promotions on various sites
and targeting the Industry influencers regarding
our services and offerings on social media.
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
Internal control systems and their adequacy
The CEO and CFO Certification provided in the CEO and CFO Certification section of the Annual Report discusses the
adequacy of our internal control system and procedures.
Segmental information (Standalone)
Business segments (For year ended 31st March, 2014)
Particulars
Software Consultancy Services
Software License Sale
Total
Total Income
168,143,638
41,849,601
209,993,239
Accounts Receivables
138,794,451
-
138,794,451
Unbilled Revenue
11,177,817
-
11,177,817
Segmental information (Standalone)
Business segments (For year ended 31st March, 2014)
i.
Particulars
India
Rest of world
Total
Total Income
209,993,239
460,434,070
670,427,309
Accounts Receivables
138,794,451
67,963,468
206,757,919
Unbilled Revenue
11,177,817
82,38,436
19,416,253
Material developments in Human Resources / Industrial Relations front, including number of people
employed.
The Human Resource initiatives of the company in the year continued to be aligned with the overall business
strategy and individual career aspirations of staff members. Your company continued to invest in developing the
human capital, building strong relationships with academia and establishing its brand in the market to attract and
retain the best talent. Company has 177 employees as on March 31, 2014. The company continues to invest in
recruiting highly qualified and skilled employees in the organization.
Human resource strategy enabled the company to attract, integrate, develop and retain the best talent required
for driving business growth. Sustained strategic focus to enhance employee capability, improve efficiency and
groom future leaders has helped company to maintain its benchmark status in the IT Industry. Our Mature HR
processes enable us to agile and responsive to the dynamic global environment and stay relevant to the
customers. Companies have created a performance based environment where innovations are welcomed by the
top management, their performance is valued and recognized, further employees are motivated to realize their
potential.
Page|48
Prism Informatics Limited
Annual Report
2014
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
ii.
Cautionary Statements:
Company in this Management Discussions and Analysis have stated certain statements relating to company's
objectives, estimates, projections, Outlook, expectations and others, may Constitute future prospects of the
Company with reference to relating Laws and Regulations viz. Companies Act, 2013 , Securities Laws and other
such applicable rules and regulations. With respect to certain uncontrollable measures such as climatic conditions
in the industry, market price in domestic and overseas markets, any changes in government regulations and tax
laws, Global economic conditions affecting demand/supply and other environmental measures on which
company cannot have any control on such uncertain conditions affecting companies objectives and profitability.
Page|49
Abridged
Standalone
Financial
Information
Page|50
Prism Informatics Limited
Annual Report
2014
Auditors' Report
To the Members of
Prism Informatics Limited
We have audited the accompanying Balance Sheet of Prism Informatics Limited ('the Company') as at
31st March 2014, the Profit and Loss Account and the Cash Flow Statement for the year ended 31st
March, 2014 and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Management is responsible for the preparation of these financial statements that give
a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956 (the “Act”) and in accordance with the accounting principles general accepted in India. This
responsibility includes the design, implementation and maintenance of internal controls relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Company's preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required and
give a true and fair view, except in case of receivable balances of Rs.7,66,47,135 and unsecured loan of
Rs.1,00,00,000 from All state Finance & Leasing Ltd which are subject to confirmation and reconciliation (if
any), unbilled revenue Rs 1,11,77,817/- which has been as certified by the management, in conformity with
the accounting principles generally accepted in India:
Page|51
Prism Informatics Limited
Annual Report
2014
Auditors' Report
i.
in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014
ii.
in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii.
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditor's Report) Order, 2003 (the “Order”) issued by the
Central Government in terms of Section 227 (4A) of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2.
As required by Section 227 (3) of the Act, we report that:
a.
we have obtained all the information and explanations which, to the best of our
knowledge and belief, were necessary for the purposes of our audit;
b.
in our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c.
the Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of account;
d.
in our opinion, the Balance Sheet, the Statement of Profit and Loss Accountand Cash
Flow Statement dealt with by this report comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Act;
e.
On the basis of written representation received from the directors of the Company, as
on31st March, 2014 and taken on record by the Board of Directors, we report that none
of the directors are disqualified as at 31st March, 2014 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act,
f.
Without qualifying our report, we draw attention to Note no.1.1 to the financial
statements indicates the Company's 100% subsidiary Prism Inc has been incurring
losses from the operations and sale of its subsidiary Company TLC Technologies INC
Company, in which Prism Inc held 51% holding, resulting in substantial erosion of
capital of Prism Inc. as on the balance sheet date. In the opinion of the management
these conditions indicate the existence of material uncertainty that may cast significant
doubt about the subsidiary's ability to continue as a going concern. Hence the carrying
amount of investment Rs.2,56,23,329 has been impaired while receivables from the
TLC Technologies Rs 1,68,16,560 has been provided as doubtful debt and the said
impairment and doubtful debts is considered in the exceptional / Extraordinary items.
For M/s. E.A.Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA. E. A. Patil
Partner
Membership No. 031979
Date : 27th May 2014
Page|52
Prism Informatics Limited
Annual Report
2014
Annexure to the Auditors’ Report
Annexure to the Auditors’ Report for the year ended March 31s t, 2014.
(Referred to in our report of even date)
i.
a) The Company has maintained proper records showing full particulars, including
quantitative details and situation, of fixed assets.
b) The Company has a regular program of physical verification of its fixed assets, by which
all fixed assets are verified in a phased manner over a period of three years. For the current
financial year, physical verification for the fixed assets is yet to be carried out by the
company.
ii.
The Company is a service sector company, primarily rendering IT consulting, software
implementation and software development services. Accordingly, it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.
iii.
a. In our opinion, the rate of interest and other terms and conditions on which the loan has
been granted to the body corporate, amounting to Rs. 11,73,72,310, listed in the registered
maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of
the company.
b. The Company has taken unsecured loans, payable on demand, aggregating to Rs.
1,38,20,302 from the companies, firms or parties covered in the register maintained under
Section 301 of the Actare not, prima facie, prejudicial to the interest of the company.
iv.
In our opinion and according to the information and explanations given to us, the company is
in process of implementation of internal control system commensurate with the size of the
company and nature of its business with regard to purchase of fixed assets and with regard to
sale goods &services. In our opinion, the internal control in respect of service income needs
to be strengthened.
v.
a) In our opinion and according to the information and explanations given to us, the
particulars of contracts or arrangements referred to in Section 301 of the Act, have been
entered in the register required to be maintained under that section.
b) In our opinion, and according to the information and explanations given to us, the
transactions made in pursuance of contracts and arrangements referred to in(a) above and
exceeding the value of Rs. 5 lakh with any party during the year have been made at
priceswhich are reasonable having regard to the prevailing market prices at the relevant time
vi.
The Company has not accepted any deposits from the public.
Page|53
Prism Informatics Limited
Annual Report
2014
Annexure to the Auditors’ Report
vii.
The company does not have internal audit system commensurate with its size & nature of its
business.
viii.
As per the information and explanations provided by the management, the Central
Government has not prescribed themaintenance of cost records under Section 209(1)(d) of
the Act, for any of the services rendered by the Company.
ix.
a) According to the information and explanations given to us and on the basis of our
examination of the records of the company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Income tax, TDS, Service tax,
Profession Tax and other material statutory dues have been generally regularly deposited
during the year by the Company with the appropriate authorities except for the sum specified
in below table which were outstanding as at the last day of financial year concerned. The
said sum are outstanding for more than six months from the date it become payable and are
yet to be paid:
Name of Statute
Income Tax Act, 1961
Finance Act, 1994
Maharashtra
Value
added Tax Act,2002
Local Body Tax
Tax deducted at source
Period for which Amount
mount pertains in INR
2013-14
1,57,32,922
Interest on delayed Payment
2013-14
16,05,249
Interest on delayed Payment
2012-13
32,84,173
Service Tax
Interest on delayed Payment
*Service Tax
VAT
Jan 13 to Mar 14
Jan 13 to Mar 14
Till Dec 12
2013-14
13,15,775
66,497
57,40,765
7,21,703
Interest on VAT
2013-14
19778
CST
2013-14
3,01,687
Interest on CST
2013-14
5,383
LBT
2013-14
94,541
Interest on LBT
2013-14
11,602
Nature of Dues
*Application were made under Voluntary comp liance Encouragement Scheme (VCES) for
payment of Service Tax and Paid 50% amount of Service Tax, and balance amount is
payable before June 30, 2014.
b) We have been informed by the management, that there are no dues of sales tax/ income
tax/ custom tax/ wealth tax/ excise duty/cess have been deposited on account of dispute.
x.
The Company does not have accumulated losses at the end of the financial year, however the
accumulated loss do not exceed the more than fifty percent of its net worth hence the clause
is not applicable.
xi.
In our opinion and according to the information and explanations given to us, the company
has availed loan of Rs 1 crore which was due for repayment in the month of 6th March 2014,
however the Company has requested for extension of the same.
Page|54
Prism Informatics Limited
Annual Report
2014
Annexure to the Auditors’ Report
xii.
The Company has not granted loans and advances on the basis of security by way of pledge
of shares, debentures and other securities.
xiii.
In our opinion and according to the information andexplanations given to us, the Company is
not a chit fund / nidhi / mutual benefit fund / society.
xiv.
According to the information and explanations given to us,the Company is not dealing in or
trading in shares,securities, debentures and other investments.
xv.
According to the information and explanation provided by the management, the Company
has not given any guarantee for loans taken by others from banks or financial institutions.
xvi.
The Company did not have any term loans outstanding during the year.
xvii.
According to the information and explanations given to us, and on an overall examination of
the balance sheet of the Company, we are of the opinion that the funds raised on short-term
basis have not been used for long term investment.
xviii.
The Company has allotted 30,000 Non Cumulative Compulsorily Convertible Preference
Shares of Rs. 100/- each on preferential basis to Dr. Ramesh Subramaniam, Director of the
Company and necessary entry of same is made in Statutory Register maintained under
Section 301 of Companies Act, 1956.
xix.
The company has not created security or charge against the issue of debentures.
xx.
The Company has not raised any money by public issue during the year.
xxi.
According to the information and explanations given to us, no fraud on or by the Company
has been noticed orreported during the course of our audit.
For M/s. E.A.Patil& Associates
Chartered Accountants
Firm Registration No. 117371W
CA. E. A. Patil
Partner
Membership No. 031979
Date:. 27th May, 2014
Page|55
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Standalone Balance sheet
Abridged Balance She e t as on 31st March, 2014
Amount (in Rs.)
Amount (in Rs.)
Capital and Liabilities
Share holder's Funds
Share Capital
Reserves and Surplus
Capital Reserves (including
Revaluation reserve, if any)
Revenue Reserves
Surplus
Money received against share warrants
Share application money pending allotment
87,956,455
42,163,458
470,179,330
-72,750,436
409,867,327
-29,297,995
-
5,961,034
-
Non current liabilities
Long term borrowings
Deferred tax liabilities (net)
Other long term liabilities
Long term provisions
43,110,681
3,511,780
55,000,000
39,097,510
3,566,777
Curre nt liabilities
Short term borrowings
Trade payables
Other current liabilities
Short term provisions
46,847,706
15,480,974
58,771,001
317,151
94,472,040
9,979,219
60,198,684
344,077
659,385,676
685,391,096
4,009,517
5,684,894
385,985,312
4,329,815
26,306,100
13,015,054
411,603,146
2,934,062
14,465,135
Total
Asse ts
Non-current assets
Fixe d assets:
Tangible assets
Intangible assets
-Goodwill on Business Acquisitions
Capital work in progress
Intangible Assets under development
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
Page|56
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Standalone Balance sheet
Current assets
Current investments
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
Total
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|57
2014
76,647,135
14,931,910
135,754,588
11,421,299
96,043,942
8,716,953
126,766,728
6,161,183
659,385,676
685,391,096
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Standalone Profit and Loss Account
Abridged Profit and Loss Account for year ended 31st March, 2014
Particulars
Revenue
Revenue from Operations*
Other income
Total Revenue
Expenses
Cost of Sales & Service
Employee benefits expense
Other expenses
Depreciation
Amortisation
Finance costs
Total Expenses
Exceptional / Extraordinary Expenses
Profit before tax
Tax expense:
- Current tax
- MAT credit entitlement
- Deferred tax charge
Profit after taxation for the year from continuing
operations
March 31, 2014
(In Rs.)
March 31, 2013
(In Rs.)
209,993,239
27,507,752
221,656,941
14,149,292
237,500,991
235,806,233
52,002,656
123,047,050
30,749,201
2,272,137
13,015,054
20,158,527
54,967,945
109,584,935
45,553,640
322,205
4,457,253
24,374,921
241,244,625
239,260,900
42,439,889
71,388,412
-46,183,523
-74,843,078
-1,335,329
4,220,000
-1,395,753
-569,722
-43,452,441
-78,493,356
`
Earnings per equity share of Re. 1 each
- Basic
- Diluted
Weighted average number of equity shares outstanding
during the year
- Basic
- Diluted
-2
-2
-5
-5
21,168,107
21,168,107
16,034,449
16,034,449
* Details of Revenue from Operations:
Page|58
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Standalone Profit and Loss Account
a) In respect of a company other than a finance company, revenue from operations shall be disclosed as under:
Particulars
Sale of Services
Sale of Products
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|59
31.03.2014
168,143,638
41,849,601
209,993,239
Alok Pathak
Managing Director
31.03.2013
173,647,543
48,009,398
221,656,941
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Prism Informatics Limited
Annual Report
Standalone Cash Flow Statement
2014
Currency : Indian Rupee
Abridged Cash Flow Statement for year ended 31st March, 2014
(Amount In Rs.)
Particulars
31.03.2013
31.03.2014
A. Cash flow from / (used in) operating
activities
-5,513,662
-103,847,730
B Cash Flow from Investment Activities
22,445,446
-56,132,481
-10,716,826
153,153,307
6,214,958
-6,826,904
8,716,953
15,543,858
14,931,911
8,716,954
C. Cash Flow from Finance Activities
Net decrease in cash and cash
equivalents during the year (A+B+C)
Cash and cash equivalents at the beginning
of the year
Cash and cash equivalents at the end of
the year
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Place: Navi Mumbai
Date: 27th May, 2014
Page|60
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Notes to the Abridged Financial Statements
1.
2014
Basis or Preparation :
These abridged financial statements have been prepared in accordance with the requirements of Rule 7A of the
Companies (Central Government’s) General Rules and Forms, 1956 and clause 32 of the Listing Agreement.
These abridged financial statements have been prepared on the basis of the complete set of financial statements
for the year ended March 31, 2014.
The amounts shown here are as same as shown in the corresponding aggregated heads in the financial statements
as per Schedule VI or as near thereto as possible.
These abridged financial statements have been circulated among the members of the Company in accordance
with the provision of Section 136 of the Companies Act, 2013 read with the rules made thereunder.
2.
Company as on 31st March, 2014 does not have any contingent liability.
3.
Auditors have drawn attention in their auditor’s report without qualifying the report:
a. Accounts receivable of Rs. 76,647,135 and unsecured loan of Rs. 1, 00, 00,000 from Allstate Finance &
Leasing Limited are subject to confirmation and reconciliation if any.
b. Unbilled revenue of Rs. 1, 11, 77,817/- has been certified by the management in conformity with the
accounting principles generally accepted in India.
c. Losses from the operations of Prism Inc., Wholly Owned Subsidiary of the company and sale of TLC
Technologies INC, subsidiary of Prism Inc results in substantial erosion of capital of Prism Inc. as on date of
balance sheet. In the opinion of Management these conditions indicate existence of material uncertainty and
may cast significant doubt about the ability of Prism Inc. to continue as a going concern. Hence the carrying
amount of investment of the Company in Prism Inc. being Rs. 25,623,329 has been impaired and receivables
from TLC Technologies Inc Rs. 16,816,560/- has been provided as doubtful debts and the said impairment and
doubtful debts is considered in the exceptional/ Extraordinary items.
4.
Company has not revalued the fixed assets of the Company and the fixed assets of the company have been
adequately disclosed herein below:
Computers
and other
service
equipments
Office
equipments
Original Cost
As at 1st April, 2013
Additions
Deletions
As at 31 March, 2014
Accumulated depreciation and amortization
As at 1st April, 2013
Depreciation for the period
Deductions/Adjustments during the period
As at 31 March, 2014
5,649,729
596,760
6,246,489
-
512,147
2,137,791
2,649,938
-
Net block as at 31 March 2014
Net block as at 31 March 2013
3,596,551
5,137,582
Page|61
Tangible Assets
Furniture and
Vehicles
fixtures
100,675
Total as at
Total as at
March31,2014 March31,2013
100,675
1,057,142
1,057,142
6,807,546
596,760
7,404,306
-
6,287
17,084
23,371
604,218
117,262
721,480
1,122,652
2,272,137
3,394,789
1,122,652
-
77,304
94,388
335,662
452,924
4,009,517
5,684,894
5,684,894
940,468
1,740,915
5,066,631
6,807,546
800,447
322,205
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
5.
2014
Currency : Indian Rupee
Items constituting 20% or more of the total income or expenditure and such items of significant
importance:
1) Cost of Sale and Service amounting Rs. 5, 20, 02,656 constituting 21.89% of total income and 21.56% of total
expenditure comprises of following:
a) Cost of License Sales amounting to Rs. 41,216,906 and
b) Cost of technical sub-contractors amounting to Rs. 10,785,750
2) Being a software company, manpower constitutes a primary asset of organization and hence Employee benefits
expenses amounting to Rs. 123,047,050 aggregates to 51.80% of total income and 51% of total expenditure of the
Company. Break up of employee benefit expenses is given as below :
Salaries, bonus and allowances, including overseas
115,542,594
employee expenses
105,625,090
Contribution to provident & other funds
1,958,418
(120,885)
Staff welfare
638,806
549,162
Insurance Charges
767,717
505,598
Director's remuneration
6,218,818
946,667
Total
123,047,050
109,584,935
3) Provisions made by the company during the FY 2013-14 are as below:
Sr. No
Nature of Provision
Amount (In Rs.)
% of Total income
1
2
Provision
Provision
gratuity
Provision
Provision
for Bad and doubtful debts
for leave encashment and
2,098,945
1,093,605
0.88%
0.46%
for rent equalization
for taxation
148,692
(2,731,082)
0.06%
-1.15%
3
4
Company has given Loans & Advances to various parties (including Related Trade Parties). The Details of same are
as below
Short-term loans and advances
(Unsecured and considered good)
Loan to Related Parties*
Interest receivable*
Advance to creditors
Rent deposits
Less: Provision for loans & advances & Interest receivable
Loan & Interest receivable from Related parties*
11,73,72,310
2,22,30,582
12,700
13,96,15,593
(38,61,005)
13,57,54,588
12,76,16,445
25,27,381
4,76,906
7,000
13,06,27,733
(38,61,005)
12,67,66,728
* Refer Note 34(a) for loans & Advances due from the companies under the same management under section
370 (1) (B) of the Companies Act, 1956.
Page|62
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Notes to the Abridged Financial Statements
1) Company has honored its obligation with respect to repayment of loans and interest on its due date and there has
been no default on the part of Company to honor its commitments.
6) Going Concern :
The financial report has been prepared on a going concern basis, which contemplated continuity of normal
business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
i.
The Company has step down subsidiary TLC Technologies INC under Prism Inc US. The Prism India
holds 100% shareholding in the Prism Inc US and Prism Inc held 51% in the TLC Technologies INC
Company. The TLC was incurring losses from the operations resulting in substantial erosion of the
capital. Subsequent to the sale of shares of step down subsidiary TLC, the business conditions indicate
the existence of material uncertainty that may cast significant doubt regarding Prism Inc's., ability to
continue as going concern. In the Opinion of the management there is a decline, other than temporary, in
the carrying amounts of long term investments. Hence reduction in the carrying amount of investment
Rs 2, 56, 23,329/- has been charged to the profit and loss statement as an exceptional / extraordinary
item. The Accounts receivable from the TLC Technologies Rs 1, 68, 16,560/- has also been provided as
doubtful debt and considered in the exceptional / Extraordinary items.
During the previous financial year the Company had 100% subsidiary Prism Informatics Pte Ltd at
Singapore. The subsidiary was incurring losses from the operations resulting in substantial erosion of
capital as on the balance sheet date. The subsidiary had borrowed Rs 30, 97,325 from Prism India for its
working capital requirements. Also, refer Note no 13 (b) for the step down subsidiary of the Prism Pte
for closing agreement signed by the company with its ex-owners which may require additional
quantification of liability, if any. These conditions indicate the existence of material uncertainty that may
cast significant doubt about the subsidiary's ability to continue as a going concern. In the opinion of the
management there is a decline, other than temporary, in the carrying amounts of long term investments.
Hence, reduction in the carrying amount of investment Rs 3, 12, 97,902 has been charged to the profit
and loss statement as an exceptional / extraordinary item in the previous financial year.
ii.
7) Following statutory payments relating to FY 13-14 are yet to be paid by the Company :
Sr. No
1
2
3
4
5
6
Nature of Tax
Service tax payable
TDS payable
VAT payable
PT payable
LBT Payable
PF Payable
Total
Amount (In Rs.)
6,564,556
15,414,223
1,023,390
34,875
106,143
1,475
23,144,658
8) Investments:
Long-term investments are stated at cost, and provision for diminution is made when, in the management's
opinion, there is a decline, other than temporary, in the carrying value of such investments. Current investments
are carried at lower of cost and fair value.
9) Details of cash and cash equivalents shall be disclosed as follows:
1.
2.
3.
4.
Page|63
Balances with banks;
Cheques, drafts on hand;
Cash in hand;
Others (specify nature)
14,304,871
627,039
-
8,374,203
342,750
-
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Notes to the Abridged Financial Statements
1) Company provides IT and IT enable services in global markets through its subsidiaries and accordingly
information of segmental revenues, capital employed is provided on consolidated basis. On standalone basis
below is the segmental information:
As at March 31, 2014 and for the year then ended
Particulars
Total Income
Accounts
Receivables
Unbilled
Revenue
Software Consultancy
Services
168,143,638
76,647,135
Software License Sale
Total
41,849,601
-
209,993,239
76,647,135
11,177,817
-
11,177,817
Geographic
Segments
As at March 31, 2014 and for the year then ended
Particulars
Total income
India
Rest of World
Total
91,063,825
118,929,414
209,993,239
9,523,967
67,123,168
76,647,135
1,343,000
6,304,056
7,647,056
Accounts receivables
Unbilled revenue
2) Related Party Disclosures:
(a) Names of related parties and nature of relationship where control exists:
Sr. No
1
Category of Related parties
Subsidiaries
Names
1) Prism Europe AG, Switzerland
2) Prism informatics Schweiz
GmbH, Switzerland
3) Prism informatics Deutschland
GmbH, Germany
4) Prism
Informatics
Inc,
Delaware
5) Prism
Informatics
Pte,
Limited, Singapore
6) Prism Software Consultancy
JLT
7) Prism
Infoglobal
Ltd.,
Mauritius
8) TLC Technologies
(
Disposed off on 21st Feb
2014)
Page|64
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Notes to the Abridged Financial Statements
2
Key Management personnel
3
Parties with substantial interest
4
Associates
2014
1) Dr. Nirmal Jain (Chairman)
2) Alok
Pathak
(Managing
Director)
3) Saurabh Dani (Executive
Director)
4) Dr. Ajay Sharma
5) Christof Anderi
6) Dr. Ramesh Subhramanium
7) V.Chandrashekar ( (appointed
w.e.f 12.06.2013)
1) Secure
Matrix
Solutions
Private Limited
2) Dani
Financial
Products
Private Limited
3) Relatives of key management
personnel
Idhasoft Limited
(b) Transactions and balances with related parties
Nature of the transaction
Transactions during the year ended 31 March
Investments purchased
Sale of Investments
Service Income
Subsidiaries
Keymanagement personnel
March31,2014 March31,2013
5,495
5,381,924
31,096,270
Remuneration paid
27,172,409
-
March31,2014
-
March31,2013
-
March31,2014
-
March31,2013
-
-
-
-
-
-
-
-
-
6,218,818
946,667
1,050,001
1,800,000
Loans given
-
-
-
43,298,000
132,830,311
Loans recovered
-
132,681
-
-
53,591,590
8,311,191
Interest income
-
234,354
-
-
21,892,445
1,764,200
Interest paid
-
-
2,456,239
619,863
523,084
506,301
Loan Taken
-
-
1,800,000
-
9,550,000
-
Loan Repaid
-
-
1,200,000
-
5,750,000
-
Rent paid
-
-
-
Rent received
-
-
-
Allotment of equity shares
-
-
Allotment of preference shares
2,972,714
-
Parties withsubstantial interest
-
Share application money
-
-
Debenture application money received
-
-
19,999,976
3,000,000
63,221,500
39,850,000
-
-
-
-
-
180,000
-
-
5,000,000
5,350,000
-
-
-
-
-
-
Balance as at 31 March
Investments
Debtors
156,742,042
213,657,778
26,134,369
93,637,728
229,218,270
-
-
1,027,617
403,938
-
-
1,975,343
-
-
-
114,225,530
126,283,320
-
21,467,401
1,764,200
Creditors
-
Loans receivable
-
Interest Receivable
-
-
Loan Payable
-
-
10,020,302
9,420,302
3,800,000
Interest Payable
-
-
227,025
97,875
203,632
Dividend Payable
Page|65
-
229,218,270
3,097,325
1,177,981
-
-
-
-
Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Notes to the Abridged Financial Statements
27 Related party transactions (Continued)
( C) Out of the above, transactions with related parties in excess of 10% of the total related party
transactions are as under :
Transactions during the year ended March 31,2014
March
31,2014
A
Key management personnel
(i)
*Remuneration to Directors
Saurabh Dani
3,200,000
V. Chandrashekar
3,018,818
*Management is yet to apply to the Central
Government for approval towards the payment
of Director Remuneration in accordance with
provision of Section 309 of Companies Act,
1956.
Share application money received
Saurabh Dani
Dr. Ramesh Subhramanium
3,000,000
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
March
31,2013
946,667
-
39,850,000
-
CCP Application Money
Saurabh Dani
2,972,714
-
19,999,976
63,221,500
2,456,239
1,333,381
1,800,000
-
1,200,000
-
Allotment of Equity shares
Saurabh Dani
Interest Expenses
Saurabh Dani
Loan Taken
Saurabh Dani
Loan repaid
Saurabh Dani
Page|66
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
B
Subsidiaries
(i)
Service income
Prism Informatics, Thailand
Currency : Indian Rupee
-
3,233,000
10,930,600
14,737,830
-
2,643,389
20,165,670
6,558,190
31,096,270
27,172,409
-
5,381,924
5,495
-
5,495
5,381,924
-
132,681
-
132,681
-
5,810
-
228,544
-
234,354
Prism Informatics Europe AG
-
7,111,100
Prism Informatics Pte Limited, Singapore
Prism Informatics, Thailand
-
10,361,035
-
11,356,636
28,802,760
11,986,200
28,802,760
40,814,972
TLC Technologies Ltd
Prism Informatics Pte Ltd
Prism Software Consultancy, JLT
(ii)
Investments purchased
Prism Informatics Pte Ltd
Prism Infoglobal Limited, Seychelles
(iii)
(iv)
Loans recovered
Prism Software Consultancy JLT
Interest Income
Prism Software Consultancy, JLT
Prism Informatics Pte Limited, Singapore
(v)
Provision for outstanding receivables
TLC Technologies Ltd
Page|67
2014
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
(vi)
Currency : Indian Rupee
Provision for Interest receivables
Prism Informatics Pte Limited, Singapore
Prism Informatics Europe AG
(vii)
2014
-
332,949
-
430,731
-
763,680
-
31,297,902
25,623,329
-
25,623,329
31,297,902
-
3,097,325
-
3,097,325
-
4,050,000
-
400,000
-
900,000
5,000,000
-
Provision for Investments
Prism Informatics Pte Limited, Singapore
Prism Informatics Inc, USA
(viii)
Provision for Loans & Advances
Prism Informatics Pte Limited, Singapore
C
Parties with Substantial interest
(i)
Allotment of Equity shares
Bankim Dani
Bhuman Dani
Secure Matrix
Dani Financials Products Pvt Limited
(ii)
CCP Application Money
Dani Financials Products Pvt Limited
743,178
(iii)
Investments purchased
Idhasoft Limited
-
(iv)
-
56,863,636
Loans given
Idhasoft Limited
43,298,000
132,830,311
Page|68
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
(v)
(vi)
(vii)
(viii)
(ix)
(x)
Page|69
53,591,590
8,311,191
21,892,445
1,764,200
Interest income
Idhasoft Limited
Loan Taken
Dani Financials Products Pvt Limited
9,550,000
-
5,750,000
-
523,084
506,301
-
180,000
Loan repaid
Dani Financials Products Pvt Limited
Interest Expenses
Dani Financials Products Pvt Limited
Rent Paid
Secure Matrix Solutions Private Limited
(xi)
Currency : Indian Rupee
Loans recovered
Idhasoft Limited
2014
Remuneration paid
Shilpi Pathak
750,000
900,000
Bhuman Dani
300,001
900,000
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
Balance as at year end
(i)
2014
Currency : Indian Rupee
March
31,2014
March
31,2013
156,020,047
156,020,047
25,623,329
25,623,329
31,297,902
31,297,902
716,500
716,500
5,495
-
213,663,273
213,657,778
(25,623,329)
-
(31,297,902)
(31,297,902)
156,742,042
182,359,876
229,218,270
229,218,270
229,218,270
229,218,270
-
8,157,000
-
12,622,685
-
37,791,326
(2,052,908)
5,342,907
28,187,277
18,407,630
-
11,316,180
26,134,369
93,637,728
Investments
Prism Infomatics Europe AG
Prism Informatics, USA
Prism Informatics Pte Ltd
Prism Software Consultancy JLT
Prism Infoglobal Limited, Seychelles
Less: Provision made for Investment
Prism Informatics, USA
Prism Informatics Pte Ltd
Total
Parties with substantial interest
Idhasoft Limited
(ii)
Debtors
Prism Europe AG
Prism Thailand (NEXUS)
TLC Technologies
Prism Dubai
Prism Informatics Inc
Prism Informatics Pte (Singapore)
Total
Parties with substantial interest
Idhasoft Limited
Total
1,027,617
1,027,617
403,938
403,938
Page|70
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
(iii)
(iv )
Currency : Indian Rupee
Creditors
Idh asoft Limited
1 ,9 75 ,34 3
-
1 ,9 75 ,34 3
-
1 14 ,2 25 ,530
12 4,5 19 ,1 20
-
-
3 ,0 97 ,32 5
3,0 97 ,3 25
1 17 ,3 22 ,855
12 9,3 80 ,6 45
(3,0 97 ,3 25 )
(3,09 7,3 25 )
1 14 ,2 25 ,530
12 6,2 83 ,3 20
2 1,46 7,4 01
1,7 64 ,2 00
3 32 ,9 49
33 2,9 49
4 30 ,7 31
43 0,7 31
2 2,23 1,0 81
2,5 27 ,8 79
(33 2,9 49)
(33 2,94 9)
(43 0,7 31)
(43 0,73 1)
2 1,46 7,4 01
1,7 64 ,2 00
3 ,8 00 ,00 0
-
1 0,02 0,3 02
9,4 20 ,3 02
1 3,82 0,3 02
9,4 20 ,3 02
2 03 ,6 32
-
2 27 ,0 25
97 ,87 5
4 30 ,6 57
97 ,87 5
Lo an s receiv able
Idh asoft Limited
Prism Software Co ns ultancy J LT
Prism Info rm atics Pte Lim ited, Sin gapo re
Less: Prov isio n for l oans & ad van ces
Lo an to Prism Info rm atics Pte Lim ited,
Sin gap ore
T otal
(v )
In terest Receiv able
Idh asoft Limited
Prism Info rm atics Europ e AG
Prism Info rm atics Pte Lim ited, Sin gapo re
Less: Prov isio n for In terest
Prism Info rm atics Pte Lim ited, Sin gapo re
Prism Info rm atics Europ e AG
T otal
(v i)
Lo an Pa ya ble
Dani Fin ancials Prod ucts Pv t Lim ited
Sau rab h Dani
T otal
(v ii)
In terest Pa ya ble
Dani Fin ancials Prod ucts Pv t Lim ited
Sau rab h Dani
T otal
Page|71
2014
Abridged
Consolidated
Financial
Information
Page|72
Prism Informatics Limited
Annual Report
2014
Auditors' Report
PRISM INFORMATICS LTD.
Annual Report 2013-14
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
TO THE BOARD OF DIRECTORS OF PRISM INFORMATICS LTD.
We have audited the accompanying Consolidated financial statements of Prism Informatics Limited (“the
Company”) and its subsidiaries (the Company and its subsidiaries constitute the “Group”), which comprise
the Consolidated Balance Sheet as at 31st March 2014, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement for the year ended on 31st March, 2014 and a summary of the significant
accounting policies and other explanatory information.
Management's Responsibility for the Consolidated Financial Statements
The Company's Management is responsible for the preparation of these consolidated financial statements that
give a true and fair view of the consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group, in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and maintenance of internal control relevant to
the preparation and presentation of the consolidated financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with the Standard on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in
the consolidated financial statements. The procedures selected depend on the auditor's judgment, including
the assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
company's preparation and presentation of the consolidated financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Management, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Page|73
Prism Informatics Limited
Annual Report
2014
Auditors' Report
Opinion
In our opinion and to the best of our information and according to the explanations given to us, and based on
the consideration of the reports of the other auditors on the financial statements / financial information of the
subsidiaries referred to below in the Other Matter paragraph, the aforesaid consolidated financial statements
give a true and fair view in conformity with the accounting principles generally accepted in India, except in
case of accounts receivable of Rs.14,46,10,602, and unsecured loan of Rs.1,00,00,000 from All state Finance &
Leasing Ltd which are subject to confirmation and reconciliation (if any), unbilled revenue Rs 1,94,16,253/which has been as certified by the management in conformity with the accounting principles generally
accepted in India:
a)
in the case of the Consolidated Balance Sheet, of the affairs of the Prism Informatics and its subsidiaries
as at 31st March 2014;
b)
in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and
c)
in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of the subsidiaries of Prism Informatics Limited whose financial
statements reflect total assets (net) of Rs. 2277.96 lacs as at 31st March 2014 and total revenue of Rs. 4916.64 for
the year ended on 31st March 2014, as considered in the consolidated financial statements. These financial
statements have been audited by other auditors. The audit reports of the subsidiaries have been furnished to
us, and in our opinion, in so far as it relates to the amounts included in respect of those associates and
subsidiaries, is based solely on the report of the other auditors.
Without qualifying our report, we draw attention to Note no.1.1 to the financial statements indicates the
Company's 100% subsidiary Prism Inc has been incurring losses from the operations and sale of its subsidiary
Company TLC Technologies INC Company, in which Prism Inc held 51% holding, resulting in substantial
erosion of capital as on the balance sheet date. In the opinion of the management these conditions indicate the
existence of material uncertainty that may cast significant doubt about the subsidiary's ability to continue as a
going concern. Hence the carrying amount of investment Rs.2,56,23,329 has been impaired and receivables
from the TLC Technologies Rs 1,68,16,560 has been provided as doubtful debt and the said impairment and
doubtful debts is considered in the exceptional / Extraordinary items.
The Company had also provided some of the intercompany balances for other subsidiaries aggregating (net) to
Rs (3,08,80,538). These have been considered to the profit and loss statement as an exceptional / extraordinary item.
For E.A.Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA. E. A. Patil
Partner
Membership No. 031979
Date:. 27th May, 2014
Vashi, Navi Mumbai
Page|74
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Consolidated Abridged Balance Sheet
Abridged Balance Sheet as on 31st March, 2014
Amount (in Rs.)
Amount (in Rs.)
Capital and Liabilities
Shareholder's Funds
Share Capital
Reserves and Surplus
87,956,455
492,638,578
42,163,458
267,618,186
Capital Reserves (including
Revaluation reserve, if any)
Revenue Reserves
Surplus
Money received against share warrants
Shareholders Funds (A)
Share Application Money pending Allotment (B)
TOTAL (A+B)
Non current liabilities
Long term borrowings
Deferred tax liabilities (net)
Other long term liabilities
Long term provisions
Total (C )
Current liabilities
Short term borrowings
Trade payables
Other current liabilities
Short term provisions
Total (D)
Total (A+B)
-
(301,769,748)
278,825,286
5,961,034
309,781,644
-
284,786,320
309,781,644
49,578,605
43,110,681
3,511,780
96,201,066
100,316,752
39,097,510
3,566,777
142,981,039
46,847,706
62,811,585
100,664,300
4,972,151
215,295,742
94,663,506
21,087,427
107,104,856
1,819,721
224,675,510
596,283,127
677,438,193
Assets
Non-current assets
Fixed assets:
Tangible assets
Intangible assets
-Goodwill on Business Acquisitions
Capital work in progress
Intangible Assets under development
Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
Total Fixed Assets (A)
Page|75
2014
7,341,033
7,753,116
41,490,416
(1,167,786)
41,059,880
16,831
96,493,491
4,260,556
43,697,380
139,199,491
15,052,316
25,352,816
12,807,950
240,370,509
Prism Informatics Limited
Annual Report
Consolidated Abridged Balance Sheet
Goodwill on consolidation (B)
Current assets
a.Current investments
b. Inventories
c. Trade receivables
d. Cash and bank balances
e. Short-term loans and advances
f. Other current assets
Current assets (C )
Total (A+B+C)
2014
Currency : Indian Rupee
110,865,418
146,647,988
144,610,602
34,111,784
147,885,073
62,316,759
388,924,219
596,283,127
113,974,317
18,569,819
126,247,205
31,628,355
290,419,696
677,438,192
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
Alok Pathak
Managing Director
Saurabh Dani
CA E.A. Patil
Partner
Membership No: 031979
V. Chandrashekar
Whole Time Director & Company Secretary
Whole - Time Director
Place: Navi Mumbai
Date: 27th May, 2014
Page|76
Prism Informatics Limited
Annual Report
Consolidated Abridged Profit and Loss Account
2014
Currency : Indian Rupee
Abridged Profit and Loss Account for year ended 31st March, 2014
Particulars
March 31, 2014
(In Rs.)
March 31, 2013
(In Rs.)
670,427,309
27,893,649
620,277,459
16,484,761
698,320,959
636,762,220
197,906,360
350,759,999
114,915,329
13,615,845
13,015,054
25,026,929
133,325,779
343,015,710
151,187,527
17,429,450
4,457,253
28,870,344
715,239,516
678,286,063
Exceptional items
(16,918,557)
-
(41,523,844)
(29,067,341)
Profit before extra ordinary items & tax (VII = V-VI)
(16,918,556)
(12,456,504)
11,559,352
90,890,123
Profit before tax(IX = VII-VIII)
Tax expense: (X)
- Current tax
- MAT credit entitlement
- Deferred tax charge
(28,477,908)
(103,346,627)
90,304
(1,395,753)
4,747,132
569,722
Share of profit/ (loss) of Associates
(97,709,075)
(90,043,779)
(124,881,535)
(197,567,815)
Revenue
Revenue from Operations* (I)
Other income (II)
Total Revenue (III)
Expenses
Cost of Sales & Service
Employee benefits expense
Other expenses
Depreciation
Amortisation
Finance costs
Total Expenses (IV)
Profit before exceptional & extra ordinary items
(III-IV)
Extra Ordinary Items (VIII)
Profit after taxation for the year from continuing
operations (XI= IX-X)
Page|77
Prism Informatics Limited
Annual Report
Consolidated Abridged Profit and Loss Account
Earnings per equity share of Re. 1 each
- Basic
- Diluted
Weighted average number of equity shares outstanding during
the year
- Basic
- Diluted
2014
Currency : Indian Rupee
(6)
(6)
(12)
(12)
21,168,107
21,168,107
16,034,449
16,034,449
* Details of Revenue from Operations:
a) In respect of a company other than a finance company, revenue from operations shall be disclosed as under:
Particulars
Sale of Services
Sale of Products
Total
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
31.03.2014
598,505,545
71,921,764
670,427,309
Alok Pathak
Managing Director
31.03.2013
557,396,109
62,881,350
620,277,459
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Place: Navi Mumbai
Date: 27th May, 2014
Page|78
Prism Informatics Limited
Annual Report
Consolidated Abridged Cash Flow Statement
2014
Currency : Indian Rupee
Abridged Cash Flow Statement for year ended 31st March, 2014
(Amount In Rs.)
Particulars
31.03.2014
A. Cash flow from / (used in) operating activities (A)
(14,115,179)
B Cash Flow from Investment Activities (B)
29,128,591
C. Cash Flow from Finance Activities (C )
(11,514,842)
31.03.2013
(114,099,017)
(82,030,353)
146,683,885
Foreign Currency Translation Reserve Impact on Cash Flow (D)
Net decrease in cash and cash equivalents during the year (A+B+C+D)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
10,977,282
(38,468,203)
57,038,022
18,569,819
For E.A. Patil & Associates
Chartered Accountants
Firm Registration No. 117371W
CA E.A. Patil
Partner
Membership No: 031979
Place: Navi Mumbai
Date: 27th May, 2014
Page|79
12,043,396
15,541,966
18,569,819
34,111,784
Alok Pathak
Managing Director
Saurabh Dani
Whole - Time Director
V. Chandrashekar
Whole Time Director & Company Secretary
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
1.
2014
Currency : Indian Rupee
Basis or Preparation and Going concern :
These abridged financial statements have been prepared in accordance with the requirements of Rule 7A of the
Companies (Central Government’s) General Rules and Forms, 1956 and clause 32 of the Listing Agreement.
These abridged financial statements have been prepared on the basis of the complete set of financial statements
for the year ended March 31, 2014.
The amounts shown here are as same as shown in the corresponding aggregated heads in the financial statements
as per Schedule VI or as near thereto as possible.
These abridged financial statements have been circulated among the members of the Company in accordance
with the provision of Section 136 of the Companies Act, 2013 read with the rules made thereunder.
The figures in the consolidated Balance sheet representing Prism Inc., Delaware, Prism PTE & Prism Informatics
Europe Group operating outside India and are converted into Indian Rupees. The figures in profit & loss Account
for the period April'13 to March'14 have been converted at the average INR rate for the financial year ending
March 31, 2014. The figures in Balance Sheet have been converted at closing INR rate for the financial year
ending March 31, 2014.
The accompanying consolidated financial statements have been prepared in compliance with the requirements of
the Companies Act, 1956, and Generally Accepted Accounting Principles ('GAAP') in India, under the historical
cost convention. GAAP comprises mandatory accounting standards as specified in the Companies (Accounting
Standards) Rules, 2006 issued by the Central Government, in consultation with National Advisory Committee on
Accounting Standards ('NACAS') and relevant provisions of Companies Act, 1956, to the extent applicable.
The preparation of the consolidated financial statements in accordance with generally accepted accounting
principles requires that management makes estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent liabilities as of the date of financial statements and the reported
amounts of revenue and expenses during the reporting period. Management believes that the estimates used in the
preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates.
Any revision to accounting estimates is recognized prospectively in the current and future periods.
The company has following subsidiaries which form part of the consolidation.
Name of Subsidiary
Country of incorporation
% of Shareholding
Prism Informatics INC
USA
Prism Informatics PTE LTD
Prism Informatics Europe AG
Singapore
Switzerland
100%
100%
Prism Informatics Schweiz GmbH
Prism Informatics Deutschland GmbH
Switzerland
Germany
Prism Software Consultancy JLT
Dubai
100%
Prism Infoglobal Limited
Seychelles
100%
100%
100%
100%
TLC Technologies, Inc. (Acquired under Prism Informatics Inc) share holding disposed of on February 21, 2014.
Page|80
Prism Informatics Limited
Notes to the Abridged Financial Statements
Annual Report
2014
Currency : Indian Rupee
These consolidated financial statements are prepared in accordance with the principles and procedures prescribed
by Accounting Standard 21 - "Consolidated Financial Statements" (AS-21) for the purpose of preparation and
presentation of consolidated financial statements.
The financial statements of the parent Company and its subsidiaries have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses after eliminating intragroup balances/transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group
transactions have also been eliminated unless cost cannot be recovered in full. In case of subsidiaries acquired
during the financial year, income and expenses have been considered from the date of acquisition.
The Company has step down subsidiary TLC Technologies INC under Prism Inc US. The Prism India holds
100% shareholding in the Prism Inc US and Prism Inc held 51% in the TLC Technologies INC Company. The
TLC was incurring losses from the operations resulting in substantial erosion of the capital. Subsequent to the sale
of shares of step down subsidiary TLC, the business conditions indicate the existence of material uncertainty that
may cast significant doubt regarding Prism Inc's., ability to continue as going concern. In the Opinion of the
management there is a decline, other than temporary, in the carrying amounts of long term investments. Hence
reduction in the carrying amount of investment Rs 2, 56, 23,329/- has been charged to the profit and loss statement
as an exceptional / extraordinary item.
The Accounts receivable from the TLC Technologies Rs 1, 68, 16,560/- has also been provided as doubtful debt
and considered in the exceptional / Extraordinary items
The Company had also provided some of the inter company balances for other subsidiaries aggregating (net) to Rs
3,08,80,538 these have been considered to the profit and loss statement as an exceptional / extra ordinary item.
1.
2.
Company as on 31st March, 2014 does not have any contingent liability.
3.
Auditors have drawn attention in their auditor’s report without qualifying the report:
a.
b.
c.
Page|81
Accounts receivable of Rs. 144,610,602 and unsecured loan of Rs. 1, 00, 00,000 from Allstate Finance &
Leasing Limited are subject to confirmation and reconciliation if any.
Unbilled revenue of Rs. 1, 94, 16,253/- has been certified by the management in conformity with the
accounting principles generally accepted in India.
Losses from the operations of Prism Inc., Wholly Owned Subsidiary of the company and sale of TLC
Technologies INC, subsidiary of Prism Inc results in substantial erosion of capital of Prism Inc. as on
date of balance sheet. In the opinion of Management these conditions indicate existence of material
uncertainty and may cast significant doubt about the ability of Prism Inc. to continue as a going concern.
Hence the carrying amount of investment of the Company in Prism Inc. being Rs. 25,623,329 has been
impaired and receivables from TLC Technologies Inc Rs. 16,816,560/- has been provided as doubtful
debts and the said impairment and doubtful debts is considered in the exceptional/ Extraordinary items.
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
2014
Currency : Indian Rupee
4.
Company has not revalued the fixed assets of the Company and the consolidated fixed assets of the company are
same as standalone fixed assets of the company and accordingly detailed disclosure remains to be same as
disclosed in standalone abridged financials.
5.
Items constituting 20% or more of the total income or expenditure are as below :
1) Cost of Sale and Service amounting Rs. 19,79,06,360 constituting 28% of total income comprises of following:
a) Cost of License Sales amounting to Rs. 66,868,639 and
b) Cost of technical sub-contractors amounting to Rs. 131,037,722
2) Being a software company, manpower constitutes a primary asset of organization and hence Employee benefits
expenses amounts to Rs. 35, 07, 59,999 which is equal to 50% of total income of the Company. Break up of
employee benefit expenses is given as below :
Salaries, bonus and allowances, including overseas
employee expenses
315,237,905
309,560,492
Contribution to provident & other funds
Staff welfare
Social Benefits
1,041,025
2,905,791
21,093,207
1,958,418
3,151,311
23,451,442
Insurance Cost
4,263,252
3,947,379
Director's remuneration*
Total
6,218,818
350,759,999
946,667
343,015,710
*Management is yet to apply to the Central Government for approval towards the Payment of Director
Remuneration in accordance with provision of Section 309 of the Companies Act, 1956
3) Provisions made by the company during the FY 2013-14 are as below:
Sr. No
1
2
3
4
5
Nature of Provision
Provision for Bad and doubtful debts
Provision for leave encashment and gratuity
Long term provision
Short term provision
Provision for rent equalization
Provision for taxation
Provision for expenses
Amount (In Rs.)
62,147,316
% of Total income
6.25%
1,751,205
317,151
458,290
351,043
6,929,324
0.25%
0.05%
0.06%
0.05%
0.99%
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Prism Informatics Limited
Annual Report
2014
Currency : Indian Rupee
Notes to the Abridged Financial Statements
4) Company has honored its obligation with respect to repayment of loans and interest on its due date and there has
been no default on the part of the Company to honor its commitments.
5) Following statutory payments relating to FY 13-14 are yet to be paid by the Company :
Sr. No
1
2
3
4
5
6
Nature of payable
Interest payable
Service Tax payable
TDS Payable
VAT Payable
Provident fund payable
Professional Tax payable
Total
Amount (In Rs.)
12,488,541
6,564,556
15,414,223
721,703
1,470
34,875
35,225,369
6) Investments:
Long-term investments are stated at cost, and provision for diminution is made when, in the management's
opinion, there is a decline, other than temporary, in the carrying value of such investments. Current investments
are carried at lower of cost and fair value.
7) Details of cash and cash equivalents shall be disclosed as follows:
1.
2.
3.
4.
5.
Balances with banks;
Cheques, drafts on hand;
Cash in hand;
Fixed Deposit with Bank*
Others (specify nature)
23,431,063
680,721
10,000,000
-
5,566,582
352,489
12,650,748
-
*Fixed deposit with bank of INR 1, 00, 00,000 are held as margin money against bank overdraft facilities from bank.
8) Company provides IT and IT enable services in global markets through its subsidiaries and accordingly
information of segmental revenues, capital employed is provided on consolidated basis. On Consolidated
basis below is the segmental information:
Sr. No
1
Particulars
2013-14
201 2-13
India
2,099.93
2,216.57
USA
697.63
987.44
Europe
3,078.51
2,943.11
South East Asia
Middle East
1,140.50
41.57
260.76
Total
7,016.58
6,449.45
24.17
239.39
6,992.40
6,210.05
Segment Revenue (net sale/income from each segment
should be disclosed under this head).
Less : Inter segment revenue
Net sales/income from operations
Page|83
Year
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
2
2014
Currency : Indian Rupee
Segment Results (Profit)(+)/loss(-) before tax and
interest from each segment)
India
USA
Europe
South East Asia
164.15
(146.18)
209.20
(109.16)
67.50
4.74
(169.04)
(99.16)
Middle East
11.43
36.79
Total
101.64
(131.38)
270.82
294.16
-
-
Total Profit Before Tax
Capital Employed (Segment assets–Segment
Liabilities).
(169.19)
(425.53)
India
4,913.38
4,227.33
USA
(523.34)
19.42
Europe
402.75
624.31
South East Asia
0.00
4.96
Middle East
43.87
29.79
4,836.68
4,905.82
Less :
(i) Interest*
(ii) Other unallowable expenditure net off
Unallowable Income.
3
Total
*Other than the interest pertaining to the segments having operations which are primarily of financial nature.
1) Related Party Transactions:
(a) Names of related parties and nature of relationship where control exists
Sr. No.
1
Category of related parties
Key management personnel
Names
1) Dr. Nirmal Jain (Chairman)
2) Alok Pathak (Managing Director)
3) Saurabh Dani (Executive Director)
4) Dr. Ajay Sharma
5) Christof Anderi
6) Dr. Ramesh Subramaniam (appointed w.e.f. 14.02.2013)
7) V.Chandrashekar ( (appointed w.e.f. 12.06.2013)
2
Parties with substantial interest
1) Secure Matrix Solutions Private Limited
2) Dani Financial Products Private Limited
3) Relatives of Key Management personnel
- Shilpi Pathak
- Bankim Dani
- Bhuman Dani
Page|84
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Notes to the Abridged Financial Statements
Out of the above, transactions with related parties in excess of 10% of the total related party
transactions are as under :
Transactions during the year ended March
31,2014
March 31,2014
March 31,2013
A
Key management personnel
(i)
Remuneration to Directors
Saurabh Dani
3,200,000
946,667
V.Chandrashekar
3,018,818
-
Management is yet to apply to the Central Government for approval towards the
Payment of Director Remuneration in accordance with provision of Section 309 Of
the Companies Act, 1956.
(ii)
(iii)
Share application money received
Saurabh Dani
-
39,850,000
Dr. Ramesh Subramaniam
3,000,000
-
-
-
2,972,714
-
Saurabh Dani
19,999,976
63,221,500
Interest Paid
Interest to Saurabh Dani
2,456,239
1,333,381
Loan Taken
Saurabh Dani
1,800,000
-
Loan repaid
Saurabh Dani
1,200,000
-
Allotment of preference shares
Saurabh Dani
(iv)
CCP Application Money
Saurabh Dani
(iii)
(iv)
(v)
(v)
Page|85
2014
Allotment of Equity shares
Prism Informatics Limited
Annual Report
Currency : Indian Rupee
Notes to the Abridged Financial Statements
B
Parties with Substantial interest
(i)
Allotment of Equity shares
Bankim Dani
Bhuman Dani
Secure Matrix
Dani Financials Products Pvt Limited
(ii)
(iii)
(iv)
(v)
(vii)
(viii)
(ii)
(vii)
(viii)
(ix)
2014
5,000,000
4,050,000
400,000
900,000
-
5,000,000
5,350,000
Idhasoft Limited
-
56,863,636
Loans given
Idhasoft Limited
43,298,000
132,830,311
Loans recovered
Idhasoft Limited
53,591,590
8,311,191
Idhasoft Limited
21,892,445
1,764,200
Idhasoft INC
550,747
473,895
Investments purchased
Interest income
Rent Paid
Secure Matrix Solutions Private Limited
-
180,000
Remuneration paid
Shilpi Pathak
Bhuman Dani
750,000
300,001
900,000
900,000
CCP Application Money
Dani Financials Products Pvt Limited
743,178
-
Loan Taken
Dani Financials Products Pvt Limited
9,550,000
-
Loan repaid
Dani Financials Products Pvt Limited
5,750,000
-
Interest Expenses
Dani Financials Products Pvt Limited
523,084
506,301
Page|86
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
4
Related party transactions (Continued)
(ii)
Balance as at year end
March 31,2014
March 31,2013
Loan Payable
Saurabh Dani
10,020,302
9,420,302
3,800,000
13,820,302
-
Idhasoft Limited
114,225,530
124,519,121
Idhasoft INC
14,753,780
128,979,310
9,517,475
134,036,596
21,467,401
1,764,200
21,467,401
1,764,200
Dani Financials Products Pvt Limited
203,632
-
Saurabh Dani
227,025
430,657
97,875
97,875
Idhasoft Limited
1,027,617
403,938
Creditors
Idhasoft Limited
1,975,343
-
Dani Financials Products Pvt Limited
(iii)
(v)
Loans Receivable
Interest Receivable
Idhasoft Limited
(vii)
(ii)
(iii)
Page|87
9,420,302
Interest Payable
Debtors
Parties with substantial interest
2014
Currency : Indian Rupee
Prism Informatics Limited
Annual Report
Notes to the Abridged Financial Statements
2014
Currency : Indian Rupee
1) Other Important Notes to accounts:
Goodwill
Goodwill on standalone
In case of business acquisition the amount paid towards business relationship has been recognized as goodwill.
Goodwill on consolidation
The excess of the cost of the Holding Company of its investment in subsidiaries over the Holding Company's portion of
equity in the subsidiaries, at the respective dates on which investments in subsidiaries were made, is recognized in the
consolidated financial statements as Goodwill. The holding company's portion of equity in the subsidiaries is
determined on the basis of the book value of the acquired assets and liabilities as per the financial statements of the
subsidiaries as on the date of investment.
The goodwill recorded in these consolidated financial statements has not been amortized but instead evaluated for
impairment. The Group evaluates the carrying amount of its goodwill whenever events or changes in circumstances
indicate that its carrying amount may be impaired.
Short Term Borrowing consists of following:
Short-Term Borrowings
Secured loans :
Bank Overdraft*
March 31,2014
March 31,2013
18,027,404
34,946,738
Loan from All State Finance**
10,000,000
28,027,404
10,000,000
44,946,738
8,800,000
10,020,302
18,820,302
191,467
40,105,000
9,420,302
49,716,769
46,847,706
94,663,506
Unsecured loans :
Loan from others/Financial Institution***
Compulsory Convertible Debentures****
Loan from Directors
*
The Company has availed bank overdraft facility from Saraswat Co-operative Bank Limited. Bank overdraft facility is
secured against fixed Deposit of Rs. 100 Lacs and pledge of 5, 00,000 Shares of Re. 1/- each of Prism Informatics Limited held by
Idhasoft Limited as collateral securities. Further personal guarantee and corporate guarantee are also given by Alok Pathak, managing
director and Idhasoft Limited respectively.
**The loan facility was guaranteed by Anor Technologies Private Limited by creating pledge on 12,500,000 shares of Prism
Informatics Limited held by Anor Technologies Private Limited & Loan taken from Allstate Finance & Leasing Ltd. amounting Rs. 1
Crore having interest rate 27% p.a however repayment schedule has not defined.
***During the F.Y. 2013-14, Loan taken from Dani Financials Products Pvt Ltd. and Dani Shares & Stocks having interest rate 18 %
p.a. however repayment schedule has not defined.
****401050, 11% CCD are converted into 741174 Equity Shares of Rs. 1 each on 29th Oct., 2013
Page|88
Prism Informatics Limited
Annual Report
2014
ATTENDANCE SLIP
(to be presented at the entrance)
PRISM INFORMATICS LIMITED
Registered Office: B-907, BSEL TechPark, Sector 30-A, Opp. Vashi
Railway Station, Vashi, Navi Mumbai- 400 703, India
Annual General Meeting on 30th September, 2014 At Celebration Banquets,Plot
No. 46, 3rd Floor, Samna Press Building, Next to Inorbit Mall, Near Vashi
Railway Station, Sector-30A, Vashi, Navi Mumbai-400703 at 4.00 p.m (IST).
Folio no: ______________________ DP ID No.: ______________________
Client ID No.: ______________________
Name of the member: ______________________ Signature: ______________________
Name of the proxy holder: ____________________ Signature:______________________
1.
Only Members/Proxy holders can attend the meeting.
2.
Members/Proxy holders should bring his/her copy of the Notice for
reference at the meeting.
Page|89
Annual Report 2014
Prism Informatics Limited
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
PRISM INFORMATICS LIMITED
Registered Office: B-907, BSEL TechPark, Sector 30-A, Opp. Vashi
Railway Station, Vashi, Navi Mumbai- 400 703, India
CIN: L67120MH1983PLC029483
Name of the company: PRISM INFORMATICS LIMITED
Registered office: B-907, BSEL TechPark, Sector 30-A, Opp. Vashi Railway Station,
Vashi, Navi Mumbai- 400 703, India.
Name of the member (s):____________________________________________________
Registered Address:_________________________________________________________
E-mail Id:___________________________________________________________________
Folio No. / Client Id:_________________________________________________________
DP ID:_______________________________________________________________________
I/We, being the member (s) of _____ shares of the above named company, hereby
appoint
1.
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
Page|91
Prism Informatics Limited
2.
Annual Report 2014
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
3.
Name
_______________________________________________________________________
Address: _______________________________________________________________________
Email ID: _______________________________________________________________________
Signature______________________________________or failing him
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual
General Meeting of the company, to be held on the 30th day of September At 4.00 p.m. At
Celebration Banquets,Plot No. 46, 3rd Floor, Samna Press Building, Next to
Inorbit Mall, Near Vashi Railway Station, Sector-30A, Vashi, Navi Mumbai400703 at 4.00 p.m (IST).(Place) and at any adjournment thereof in respect of such
resolutions as are indicated below:
Resolution No.
1.
_______________
2.
_______________
3.
_______________
Affix
Revenue
Stamp Re.
1/-
Signed this ___ day of___________, 2014
Signature of shareholder
Signature of Proxy Holder
Notes:
1.
This Proxy must be lodged with the Company at its Registered Office at B-907, BSEL Tech Park,
Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai- 400 705, India, not less than 48 hours
before the time for holding the aforesaid meeting.
2.
Those members who have multiple folios with different joint holders may use copies of their
Attendance/Proxy Slip.
Page|92
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