mantas india private limited directors’ report march 31, 2012 … · 5. till the year ended march...

Mantas India Private Limited

Directors’ Report

Dear Members, Your Directors take pleasure in bringing you the Annual Report of your Company along with the Audited Accounts for the financial year from April 01, 2011 to March 31, 2012. Financial Results

(Amount in Rs.)

Particulars Year ended March 31, 2012

Year ended March 31, 2011

Other income (expenses), net 1,102,390 73,099 Total income 1,102,390 73,099 Depreciation and amortisation - - Profit (loss) before tax 910,373 (527,589) Provision for tax - - Profit (loss) for the year 910,373 (527,589)

Operations During the year, the Company earned 1,102,390/- (previous year Rs.73,099/- and incurred a total expenditure of 192,017/- (previous year Rs.600,688/-).

Dividend The directors do not recommend any dividend for the year ended March 31, 2012. Transfer to reserves The Company does not propose to transfer any amount to the General Reserve. Share Capital The Authorised and paid-up Capital of the Company is Rs.15,000,000/- (Rupees One Crore Fifty Lakhs only) divided into 1,500,000 equity shares of Rs.10/- each. Your company is a subsidiary of Mantas Inc. The Company has no subsidiary company.

Directors Mr. Makarand Padalkar Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board recommends to the members the resolution for re-appointment of Mr. Makarand Padalkar as a Director of the Company. Mr. Vivek Govilkar ceased to be a Director of the Company w. e. f. October 31, 2011. The Board placed on record its appreciation of the contributions made by Mr. Vivek Govilkar during his tenure as a Director of the Company. Pursuant to Section 260 of the Companies Act, 1956, Mr. Manish Bhandari was appointed as an Additional Director of the Company on October 25, 2011. He holds office up to the date of this Annual General Meeting. The Company has received a notice from member, along with the requisite deposit under Section 257 of the Companies Act, 1956, proposing his candidature for appointment for the office of a Director. The Board recommends to the members the resolution for appointment of Mr. Manish Bhandari as Director of the Company. Auditors M/s. Ashish & Company, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Compliance certificate The Compliance certificate for the financial year 2011-2012 issued by Practicing Company Secretary is enclosed to this report. Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder: Conservation of Energy The operations of your Company are not energy intensive. Adequate measures have, however, been taken to reduce energy consumption, wherever possible. As energy costs form a very small part of the cost, the impact on cost is not material. Your Company is primarily involved in providing services which do not result in significant consumption of power and energy; hence energy conservation measures are not very relevant.

Also, the consultancy services are not covered under the schedule prescribing the list of industries that are required to furnish information in Form A. Research and Development Expenditure on R& D for the year ended March 31, 2012 was nil (previous year nil). Technology Absorption Your Company’s main line of activity is providing Information Technology Enabled Services, especially medical billing, coding and claim processing, including healthcare management. There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work. Foreign exchange earnings and outgo

(Amount in Rs.) Sr. No.

Particulars Year ended March 31, 2012

Year ended March 31, 2011

1 Expenditure in foreign currency Nil Nil 2 Earning in foreign currency Nil Nil

Employees There was no employee who was in receipt of remuneration in aggregate of not less than the sum as specified pursuant to section 217(2A) of the Companies Act, 1956. Fixed Deposits During the financial year 2011-12, the Company has not accepted any fixed deposits within the meaning of Section 58 A of the Companies Act, 1956, and as such no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Directors Responsibility Statement As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In preparation of the annual accounts, the applicable accounting standards have

been followed along with proper explanation relating to material departures;

(ii) The Directors 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 or loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a ‘going concern’ basis. Acknowledgements The Directors take this opportunity to thank the Company’s members and bankers for their continued support during the year. For and on behalf of the Board Makarand Padalkar Chairman July 27, 2012

Notes March 31, 2012 March 31, 2011

EQUITY AND LIABILITIES

Shareholders' funds

Share capital 3 15,000,000 15,000,000

Reserves and surplus 4 40,169 (870,204)

15,040,169 14,129,796

Current liabilities

Other current liabilities 5 29,781 33,090

Short-term provisions 6 173,471 -

203,252 33,090

TOTAL 15,243,421 14,162,886

ASSETS

Current assets

Other current assets 7 316,903 27,357

Cash and bank balances 8 14,926,518 14,135,528

15,243,421 14,162,886

TOTAL 15,243,421 14,162,886

Summary of significant accounting policies 2 0 -

The accompanying notes to accounts form an integral part of the financial statements.

MANTAS (INDIA) PRIVATE LIMITED

BALANCE SHEET AS AT MARCH 31, 2012(Amounts in Rs.)

Notes

2012 2011

INCOME

Other income, net 9 1,102,390 73,099

Total income 1,102,390 73,099

EXPENSES

Professional fees 104,651 532,462

Other expenses 10 87,366 68,226

Total expenses 192,017 600,688

Profit / (Loss) before taxes 910,373 (527,589)

Provision for Taxes (173,471) -

MAT Credit Entitlement 173,471

Profit / (Loss) after tax 910,373 (527,589)

Earnings per share of Rs. 5 each (in Rs.) 11

Basic 0.61 (0.35)

Diluted 0.61 (0.35)

The accompanying notes to accounts form an integral part of the financial statements.


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012(Amounts in Rs)

Year ended March 31,

March 31, 2012 March 31, 2011

Note 3: Share capital

Authorised:

15,00,000 Equity shares of Rs.10/- each 15,000,000 15,000,000

Issued, subscribed and fully paid up:

15,00,000 (Previous Year 15,00,000) Equity shares of Rs.10/- each fully paid-up 15,000,000 15,000,000

(b) All the above shares are held by Sotas Inc.

Name of shareholder Number of shares Amount Number of shares Amount

Sotas Inc

1,500,000 100.00% 1,500,000 100.00%

March 31, 2012 March 31, 2011

Note 4: Reserves and surplus

Surplus / (Deficit) in the statement of profit and loss account

Balance, beginning of the year (870,204) (342,615)

Profit/(Loss) for the year 910,373 (527,589)

Balance, end of the year 40,169 (870,204)

Total reserves and surplus 40,169 (870,204)

Notes annexed to and forming part of accounts as at March 31, 2012(Amounts in Rs, except share data)


(a) The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share.

March 31, 2012 March 31, 2011

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Non-current Current Non-current CurrentNote 5: Liabilities

Accrued expenses - 29,781 29,780

Other liabilities - - - 3,310

- 29,781 - 33,090

- 29,781 - 33,090

Note 6: Provision

Provision for Taxes - 173,471 - - - 173,471 - -

Note 7: Other current assets

TDS on Interest receivable from Bank Fixed deposits - 125,951 - 17,370

Interest accrued on Bank Fixed deposits - 17,481 - 9,987

MAT Credit Asset 173,471

- 316,903 - 27,357

Note 8: Cash and bank balances

(a) Cash and cash equivalents

Cash on hand - 12,815 - 12,815

Balances with banks:

Current accounts - 334,321 - 622,714

- 347,136 - 635,529

(b) Other bank balances

Balances with banks:

Deposit accounts with original maturity of more than 3 months but less than 12 months - 14,579,382 - 13,500,000

- 14,579,382 - 13,500,000

Amount disclosed under non-current assets - - - -

Amount disclosed under current assets - 14,926,518 - 14,135,529

March 31, 2012 March 31, 2011


Notes annexed to and forming part of accounts as at March 31, 2012(Amounts in Rs.)

2012 2011

Note 9: Other income, net

(a) Interest incomeInterest on:

Bank deposits 1,102,390 73,099

1,102,390 73,099

Provision for taxes

Current taxes

Domestic income tax (173,471) (285,772)

Deferred tax - -

Fringe benefit tax - 35,350

(173,471) (250,422)

Professional fees 104,652 532,462

Note 10: Other expenses

Auditors remuneration - Audit fees 33,090 33,090 Miscellaneous expenses 54,276 35,136

87,366 68,226

Note 11: Reconciliation of basic and diluted equity shares used in computing earnings per share

Weighted average shares outstanding for basic earnings per share 1,500,000 1,500,000 Add: Effect of dilutive stock options - - Weighted average shares outstanding for diluted earnings per share 1,500,000 1,500,000


Notes annexed to and forming part of accounts for the year ended March 31, 2012(Amounts in Rs, except share data)

Year ended March 31,


Notes annexed to and forming part of the accounts as at March 31, 2012

1) Corporate Information

Mantas India Private Limited was incorporated in India on May 25, 1999. Mantas India Private Limited is a Subsidiary of Sotas Inc with

Sotas Inc holding 100% ownership interest in the Company as at March 31, 2012.

2) SIGNIFICANT ACCOUNTING POLICIES

a) System of Accounting

The financial statements are prepared under the historical cost convention and on mercantile system of

accounting, in accordance with applicable mandatory accounting standards issued by the Institute of Chartered

Accountants of India (ICAI) and the relevant provisions of the Companies Act 1956.

b) Revenue Recognition

Income is accounted for on completion of services or at stages as per the applicable terms and conditions agreed

upon with various coustmers.

c) Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time

of transaction.

d) Going Concern

The financial accounts of the company are prepared on the assumption of going concern concept.

B) NOTES ON ACCOUNTS

1. Current assets and Loans and advances have value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance sheet.

2. Legal and Professional charges include Rs. NIL paid as consultancy charges to a Director (Previous Year Rs. 396,000)

3.State Bank of India A/c has been closed in the current year, cash in hand and Interest accrued on FDR remains unconfirmed.

4. In view of the substantial losses and no taxable income for the current year and also due to uncertainty of future taxable income, the

Company has not recorded cumulative deferred tax assets on account of timing differences.

5. Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and

presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act

1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year’s classification

Profit and Loss Includes:

A) Auditor's Remuneration 2011-2012 2010-2011

For Statutory Audit 33,090 33,090

For Income Tax Matters NIL NIL

For Other Matters NIL NIL

Total 33,090 33,090

Director's Remuneration NIL 396,000

Salaries NIL NIL

Contribution to Provident Fund NIL NIL

Total NIL NIL

Earning in Foreign Currency 2011-2012 2010-2011

Export of Services & products NIL NIL

CIF Value of Imports NIL NIL

(Capital goods) NIL NIL

Figures of the previous year have been regrouped/rearranged wherever necessary to compare with current year's

figures.

2012 2011

Cash flow from operating activity

Net profit/(loss) before taxation: 910,373 (527,589)

Adjustments for:

Interest on bank deposits (1,102,390) 73,099

Operating profit/(loss) before working capital changes (192,018) (454,490)

Movement in Working Capital changes

(Increase) / Decrease in debtors - 9,849,890

(Decrease) / Increase in current liabilities and provisions (3,309) 40,500

(Increase) / Decrease in other current assets (108,581) -

(Increase) / Decrease in loans and advances - (10,340)

Net cash flow from operating activity (303,908) 9,425,560

Cash flow from Investing activity

Interest income received 1,094,896 (73,099)

Bank fixed deposits having maturity of more than three months matured 13,500,000 -

Bank fixed deposits having maturity of more than three months placed (14,579,382) (13,500,000)

Net cash flow from investing activity 15,514 (13,573,099)

Cash flow from Financing activity - -

Net (decrease) increase in cash and cash equivalents (288,393) (4,147,539)

Cash and cash equivalents at the beginning of year 635,529 4,783,068

Cash and cash equivalents at the end of the year 347,136 635,529 (14,579,383)


(Amounts in Rs.)

Statement of Cash Flow for the year ended March 31, 2012

Year ended March 31,Particulars

mantas india private limited directors’ report march 31, 2012 … · 5. till the year ended march...

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