Xchanging Solutions (USA) Inc.

Transcription

1 Balance Sheet as at December 31, 2012 EQUITY AND LIABILITIES As At As At As At As At Dec 31, 2011 Dec 31, 2011 Notes USD INR USD INR Shareholders' Funds Share capital 9 99,30,062 54,30,75,091 99,30,062 53,91,03,066 Reserves and surplus 10 (5,20,85,176) (2,84,85,38,259) (5,33,10,784) (2,89,42,42,489) (4,21,55,114) (2,30,54,63,168) (4,33,80,722) (2,35,51,39,423) Current liabilities Short-term borrowings 11 4,06,77,861 2,22,46,72,226 4,11,49,861 2,23,40,25,938 Trade payables 12 51,48,254 28,15,57,994 72,54,361 39,38,39,285 Other current liabilities ,944 8,65,578 Short-term provisions 14 4,52,511 2,47,47,839 4,46,760 2,42,54,604 4,62,78,631 2,53,09,78,318 4,88,66,926 2,65,29,85,405 ASSETS TOTAL 41,23,517 22,55,15,150 54,86,203 29,78,45,983 Non-current Assets Fixed assets (i) Tangible assets ,142 61,977 (ii) Intangible assets Non-current investments 17 27,370 14,96,845 27,370 14,85,897 27,370 14,96,890 28,511 15,47,874 Current Assets Trade receivables 18 32,72,052 17,89,48,529 39,92,402 21,67,47,512 Cash and bank balances 19 7,62,599 4,17,06,534 11,97,454 6,50,09,803 Short-term loans and advances 20 61,496 33,63,196 2,67,836 1,45,40,793 40,96,147 22,40,18,259 54,57,692 29,62,98,108 TOTAL 41,23,517 22,55,15,150 54,86,203 29,78,45,983 See accompanying notes forming part of the financial statements As per our report of even date Bhalotia Associates Chartered Accountants Firm Registration No E For and on behalf of the Board of Directors of CA.Ajay Kumar Bhalotia Nimish Soni Lucas Tompach Partner Director Director Membership No Place: Kolkata Date: March 1,2013

2 Statement of Profit and Loss for the year ended December 31, 2012 For the year ended For the year ended Dec 31, 2011 Dec 31, 2011 Notes USD INR USD INR Revenue Revenue from operations 21 1,50,69,388 82,41,45,229 1,40,36,169 76,20,23,593 Other income 22 3,87,529 2,11,93,947 1,086 58,956 1,54,56,917 84,53,39,176 1,40,37,255 76,20,82,549 Expenses Employee benefits expense 23 73,66,169 40,28,55,954 71,51,178 38,82,37,430 Other operating costs 24 68,33,298 37,37,13,274 67,84,103 36,83,08,958 Depreciation and amortisation 25 1,141 62,388 7,117 3,86,365 1,42,00,608 77,66,31,616 1,39,42,397 75,69,32,753 Profit (Loss) before prior period, exceptional items and taxation 12,56,309 6,87,07,560 94,857 51,49,796 Exceptional items ,32,300 15,37,65,561 Profit/ (loss) before taxation 12,56,309 6,87,07,560 (27,37,443) (14,86,15,765) Provision for tax 30,700 16,78,984 15,050 8,17,065 Deferred tax expense Profit/ (loss) for the year 12,25,609 6,70,28,576 (27,52,493) (14,94,32,829) Earnings / (loss) per share (Equity shares, par value $1 each ( $1)) Basic and diluted (0.28) (15.05) Weighted average number of equity shares used in computing earning per share Basic and diluted 99,30,062 99,30,062 99,30,062 99,30,062 See accompanying notes forming part of the financial statements As per our report of even date Bhalotia Associates Chartered Accountants Firm Registration No E For and on behalf of the Board of Directors of CA.Ajay Kumar Bhalotia Nimish Soni Lucas Tompach Partner Director Director Membership No. : Place: Kolkata Date: March 1,2013

3 Cash Flow Statement for the year ended December 31, 2012 For the year ended For the year ended Dec 31, 2011 Dec 31, 2011 USD INR USD INR A. Cash flow from operating activities Profit/ (loss) for the year 12,25,609 6,70,28,544 (27,52,493) (15,05,33,826) Adjustments for: Depreciation and amortisation 1,141 62,388 7,117 3,89,211 Income tax 30,700 16,78,983 15,050 8,23,085 Foreign exchange (gain) /loss - net - unrealised 29,457 16,11,008 6,213 3,39,776 Provision for doubtful advances 4,067 2,22, Provision for bad and doubtful debts 6,152 3,36,453 3,59,066 1,96,37,336 Interest income (848) (46,391) (1,083) (59,252) Operating profit before working capital changes 12,96,278 7,08,93,424 (23,66,130) (12,94,03,670) Movements in working capital : Decrease / (Increase) in sundry debtors 7,14,198 3,90,59,491 6,62,183 3,62,14,773 Decrease / (Increase) in loans and advances and other current assets 1,72,816 94,51,284 12,39,919 6,78,11,155 Increase / (Decrease) in current liabilities and provisions (26,09,040) (14,26,88,382) (9,92,089) (5,42,57,363) Net Cash from/ (used in) operations (4,25,748) (2,32,84,183) (14,56,118) (7,96,35,105) Income Tax(Paid) / Refund net (9,955) (5,44,459) (42,601) (23,29,860) Net cash from/ (used in) Operating activities (A) (4,35,704) (2,38,28,641) (14,98,719) (8,19,64,965) B. Cash flows from investing activities Interest received ,391 1,083 59,252 Net cash used in investing activities (B) ,391 1,083 59,252 C. Cash flows from financing activities Repayment of long-term borrowings and finance lease obligation - - 3,52,575 1,92,82,327 Net cash generated from financing activities (C) - - 3,52,575 1,92,82,327 Net increase/ (decrease) in cash and cash equivalents (A + B + C) (4,34,856) (2,37,82,251) (11,45,061) (6,26,23,386) Cash and cash equivalents at the beginning of the year 11,97,454 6,54,88,785 23,42,515 12,81,12,171 Cash and cash equivalents at the end of the year 7,62,599 4,17,06,534 11,97,454 6,54,88,785 Components of cash and cash equivalents: Cash on hand Balances with banks - in Current Account 7,62,599 4,17,06,534 11,97,454 6,54,88,785 7,62,599 4,17,06,534 11,97,454 6,54,88,785 See accompanying notes forming part of the financial statements As per our report of even date Bhalotia Associates Chartered Accountants Firm Registration No E For and on behalf of the Board of Directors of CA.Ajay Kumar Bhalotia Nimish Soni Lucas Tompach Partner Director Director Membership No Place: Kolkata Date: March 1,2013

4 As At As At As At As At Dec 31, 2011 Dec 31, Share Capital USD INR USD INR Authorised capital: 10,073,267 (2011 : 10,073,267) Equity Shares of $ 1.00 each 1,00,73,267 55,09,06,972 1,00,73,267 54,68,77,665 Issued, subscribed and paid up capital: 9,930,062 (2011: 9,930,062) Equity Shares of $ 1.00 each fully paid up 99,30,062 54,30,75,091 99,30,062 53,91,03,066 (i) Reconciliation of number of shares 99,30,062 54,30,75,091 99,30,062 53,91,03,066 Equity Shares Number of Shares Dec 31, 2011 Amount (in USD) Number of Shares Amount (in USD) Shares outstanding at the beginning of the year 99,30,062 99,30,062 99,30,062 99,30,062 Add / (Less): Movement during the year Shares outstanding at the end of the year 99,30,062 99,30,062 99,30,062 99,30,062 (ii) Shares held by holding company and subsidiary of holding company Dec 31, 2011 Name of Shareholder Number of Number of Amount (in USD) Shares Shares Amount (in USD) Xchanging Solutions Ltd, India, Holding Company 99,30,062 99,30,062 99,30,062 99,30,062 (iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company: Dec 31, 2011 Name of Shareholder Number of Number of Percentage Shares held Shares held Percentage Xchanging Solutions Ltd, India, Holding Company 99,30, % 99,30, % This space has been intentionally left blank

5 As At As At As At As At Dec 31, 2011 Dec 31, USD INR USD INR 10 Reserves and surplus Capital reserve b/f 19,74,623 10,79,92,132 19,74,623 10,72,02,283 19,74,623 10,79,92,132 19,74,623 10,72,02,283 Securities premium b/f 1,75,67,336 96,07,57,606 1,75,67,336 95,37,30,671 Surplus/(Deficit) in Statement of Profit and Loss Balance as at the beginning of the year (7,28,52,743) (3,98,43,16,540) (7,01,00,251) (3,80,57,42,614) Profit /(loss) for the year 12,25,609 6,70,28,544 (27,52,493) (14,94,32,829) Balance as at end of the year (7,16,27,135) (3,91,72,87,997) (7,28,52,743) (3,95,51,75,443) (5,20,85,176) (2,84,85,38,259) (5,33,10,784) (2,89,42,42,489) 11 Short-term borrowings Loans from related parties {Refer Notes (i) to (ii) below} Holding compnay 3,79,29,096 2,07,43,42,279 3,79,29,096 2,05,91,70,640 Fellow subsidiaries 6,46,120 3,53,36,326 11,18,120 6,07,02,735 Other related parties 21,02,644 11,49,93,621 21,02,644 11,41,52,563 4,06,77,861 2,22,46,72,226 4,11,49,861 2,23,40,25,938 (i) Details of Loan from related parties: Holding compnay Xchanging Solutions Limited, India 3,79,29,096 2,07,43,42,279 3,79,29,096 2,05,91,70,640 Fellow subsidiary Xchanging Solutions Europe Limited, UK 6,46,120 3,53,36,326 6,18,120 3,35,57,735 Xchanging Solutions Pte Limited, Singapore - - 5,00,000 2,71,45,000 Other related parties {refer note (iii) below} ProcessMind Holdings Mauritius Limited,Mauritius 21,02,644 11,49,93,621 21,02,644 11,41,52,563 4,06,77,861 2,22,46,72,226 4,11,49,861 2,23,40,25,938 (ii) Loans received from related parties are interest free and repayable on demand. (iii) Other related parties are the subsidiaries or group company of the Xchanging Plc, UK the ultimate holding compnay of the Xchanging Solutions Ltd, India 12 Trade payables Due to related parties {refer note (i) below} Holding company 37,43,254 20,47,18,555 50,34,030 27,32,97,474 Fellow Subsidiaries 78,861 43,12,888 2,28,092 1,23,83,140 Other related parties 2,79,571 1,52,89,752 2,70,730 1,46,97,910 41,01,686 22,43,21,196 55,32,852 30,03,78,524 Other trade payables 10,46,568 5,72,36,798 17,21,510 9,34,60,761 51,48,254 28,15,57,994 72,54,361 39,38,39,285 (i) Dues to related parties include the following: Holding compnay Xchanging Solutions Limited, India 37,43,254 20,47,18,555 50,34,030 27,32,97,474 Fellow subsidiaries Xchanging Solutions Pte Limited, Singapore - - 2,28,091 1,23,83,038 IndigoMarkets Limited, Bermuda Xchanging Solutions Europe Limited, UK 78,859 43,12, Other related parties Xchanging Systems & Services Inc., 1,48,661 81,30,254 1,87,368 1,01,72,187 Xchanging Services Inc., 29,168 15,95, Xchanging Technology Services 1,01,743 55,64,325 75,922 41,21,805 Ferguson Snell and Associates 7,440 4,03,918 41,01,686 22,43,21,196 55,32,852 30,03,78,524 (ii) Other related parties are the subsidiaries or group company of the Xchanging Plc, UK the ultimate holding compnay of the Xchanging Solutions Ltd, India

6 As At As At As At As At 13 Other current liabilities Statutory dues ,944 8,65, ,944 8,65, Short-term provisions Provision for leave encashment 3,78,793 2,07,16,214 3,93,787 2,13,78,693 Provision for taxation(net of advance tax) 73,718 40,31,625 52,973 28,75,911 4,52,511 2,47,47,839 4,46,760 2,42,54,604 (i) Movement in provisions during the year ( in USD ) Description Opening Balance Charged during the Used during the year Closing Balance year Provision for leave encashment 3,93,787 2,79,976 2,94,969 3,78,793 3,93,787 2,79,976 2,94,969 3,78,793 (ii) Movement in provisions during the year ( in INR ) Description Opening Balance Charged during the Used during the year Closing Balance year Provision for leave encashment 2,15,36,208 1,53,11,865 1,61,31,860 2,07,16,213 2,15,36,208 1,53,11,865 1,61,31,860 2,07,16,213 This space has been intentionally left blank

7 15 Tangible assets Amounts in USD Particulars of assets Jan 1, 2011 Additions Gross Block Depreciation Net Block Deletions / adjustments Jan 1, 2011 For the year Deletions / adjustments Dec 31, 2011 Leasehold Improvements 4, ,439 4,439-4, Computers 10,55, ,55,131 10,55,130-10,55, Office Equipment 72, ,506 72,506-72, Furniture and fixtures 1,78, ,78,197 1,77,056 1,141-1,78,197-1,141 Total 13,10, ,10,272 13,09,131 1,141-13,10, ,142 Previous year 13,10, ,10,272 12,84,338 17,676-13,02,014 8,258 Amounts in INR Particulars of assets Jan 1, 2011 Additions Gross Block Depreciation Net Block Deletions / adjustments Jan 1, 2011 For the year Deletions / adjustments Dec 31, 2011 Leasehold Improvements 2,42, ,42,763 2,42, ,42, Computers 5,77,05, ,77,05,115 5,77,05, ,77,05, Office Equipment 39,65, ,65,343 39,65, ,65, Furniture and fixtures 97,45, ,45,579 96,83,190 62,388-97,45,579-62,388 Total 7,16,58, ,16,58,800 7,15,96,367 62,388-7,16,58, ,434 Previous year 7,11,34, ,11,34,691 6,97,26,724 9,59,626-7,06,86,350 4,48,341

8 16 Intangible assets Amounts in USD Particulars of assets Jan 1, 2011 Additions Gross Block Amortisation Net Block Deletions / adjustments Jan 1, 2011 For the Year Goodwill 12,72, ,72,941 12,72,941-12,72, Deletions / adjustments Dec 31, 2011 Product Development Costs 20,00, ,00,000 20,00, ,00, Software license rights 56,45, ,45,643 56,45, ,45, Computer Software 9,25, ,25,287 9,25, ,25, Total 98,43, ,43,872 98,43, ,43, Previous year 98,43, ,43,872 98,43,872-98,43,872 - Amounts in INR Particulars of assets Jan 1, 2011 Additions Gross Block Amortisation Net Block Deletions / adjustments Jan 1, 2011 For the Year Goodwill 6,96,17, ,96,17,152 6,96,17, ,96,17, Deletions / adjustments Dec 31, 2011 Product Development Costs 10,93,80, ,93,80,000 10,93,80, ,93,80, Software license rights 30,87,60, ,87,60,216 30,87,60, ,87,60, Computer Software 5,06,03, ,06,03,967 5,06,03, ,06,03, Total 53,83,61, ,83,61,335 53,83,61, ,83,61, Previous year 53,44,23, ,44,23,786 53,44,23, ,44,23,786 -

9 As At As At As At As At 17 Non-current investments (Unquoted, Long term at cost, fully paid-up) Subsidiary company: 10,000 Equity shares of Rs. 10 each in Nexplicit India Infotech Private Limited, India 27,370 14,96,845 27,370 14,85,897 {Refer Note (i) below} Trade: 4,938,297 Class A Common stock of BigE Real-estate Inc, USA fully ,80,000 15,09,26,200 paid and non assessable 10,670,000 (2010:10,670,000) Warrant {Refer Note (ii) below} - - 2,20,000 1,19,43,800 Less: Diminution in value of investments - - (30,00,000) (16,28,70,000) 27,370 14,96,845 27,370 14,85,897 (i) Out of which 1 Equity of Rs.10/- each is being held by Vijaya Mahantesh Khannur, as nominee on behalf of the company (ii) On January 18, 2007, the Group has entered into a Stock and Warrant purchase agreement with Big E Real-estate Inc, ( Bige ) a Delaware Corporation and Cushman & Wakefield Inc ( C&W ), for purchase of shares and warrants of Bige. December 31, 2012, the Group has made investment of US $3.00 million ( US $ 3.00 million) to acquire 4,938,297 ( ,938,297) Class A common stock of Bige constituting 20.44% shareholding and is also entitled 10,670,000 warrants at an exercise price of US $1 each to be exercised per the terms of the agreement. (iii) During the previous year company had decided to write off the trade investment in BigE Real Estate Inc USA 18 Trade receivables {refer note (i) to (iii) below} Outstanding for a period exceeding 6 months from the date they are due for payment - Unsecured, considered good Unsecured, considered doubtful: 16,71,002 9,13,87,106 16,56,945 8,99,55,564 Others {refer note (iii) below} Unsecured, considered good 32,64,056 17,85,11,221 39,92,311 21,67,42,552 Unsecured, considered doubtful: ,35,058 26,98,98,327 56,49,256 30,66,98,116 (Less): Provision for doubtful debts (16,63,006) (9,09,49,798) (16,56,854) (8,99,50,604) 32,72,052 17,89,48,529 39,92,402 21,67,47,512 (i) Trade Receivable include debts due from related parties Holding compnay Xchanging Solutions Limited, India 54,004 29,53,483 47,011 25,52,235 Fellow subsidiaries Xchanging Solutions Pte Limited, Singapore - - 2,61,069 1,41,73,461 Other related parties {refer note (ii) below) Xchanging UK Ltd. - 58,074 31,52,824 Xchanging Asia Pacific Pte Ltd ,31,713 71,50,715 Xchanging Systems Inc., ,077 7,64,260 Xchanging Systems & Services Inc., 19,156 10,47, Xchanging Technology Services 1,72,664 94,42,999 1,30,773 70,99,666 Xinc Inc, USA 2,013 1,10,108 4,16,340 2,26,03,074 2,47,838 1,35,54,241 10,59,058 5,74,96,236 (ii) Other related parties are the subsidiaries or group company of the Xchanging Plc, UK the ultimate holding compnay of the Xchanging Solutions Ltd, India (iii) Unbilled revenue included in other trade receivables considered good 14,56,315 7,96,45,876 20,71,483 11,24,60, Cash and bank balances Cash in hand Balances with Banks - Current accounts 7,62,599 4,17,06,534 11,97,454 6,50,09,803 7,62,599 4,17,06,534 11,97,454 6,50,09,803 (i) Balance with banks include: Wells Fargo Bank, Minneapolis, USA 7,60,917 4,16,14,556 11,95, ,49,18,498 Bank of America, USA 1,682 91,978 1, ,305 7,62,599 4,17,06,534 11,97, ,50,09,803

10 As At As At As At As At (ii) Maximum balance held during the period Wells Fargo Bank, Minneapolis, USA 2,40,61,400 1,31,59,17,966 29,82, ,19,08,524 Bank of America, USA 1,682 91,989 2, ,09, Short-term loans and advances (Unsecured considered good unless otherwise stated) Security deposits 27,958 15,29,001 23,269 12,63,289 Prepaid Expenses 7,994 4,37,178 9,086 4,93,253 Other Loans and Advances: - - Considered good 25,544 13,97,017 2,35,481 1,27,84,251 - Considered doubtful {refer note (i) below} 6,54,173 3,57,76,737 6,50,106 3,52,94,255 7,15,669 3,91,39,933 9,17,942 4,98,35,048 (Less): Provision for doubtful deposit (6,54,173) (3,57,76,737) (6,50,106) (3,52,94,255) 61,496 33,63,196 2,67,836 1,45,40,793 (i) Other doubtful loans and advance includes due from related parties Scandent Holding Mauritius Limited 6,14,512 3,36,07,688 6,14,512 3,33,61,883 This space has been intentionally left blank

11 For the year ended For the year ended Dec 31, 2011 Dec 31, 2011 USD INR USD INR 21 Revenue from operations Revenue from software development and related services - Time and material contracts 1,50,69,388 82,41,45,229 1,40,36,169 76,20,23,593 1,50,69,388 82,41,45,229 1,40,36,169 76,20,23, Other income Miscellaneous Income {refer note (i) below} 3,86,680 2,11,47, Interest income ,391 1,083 58,819 ((i) Miscellaneous Income for Dec-2012 represents liabilities no longer requied written off. 3,87,529 2,11,93,947 1,086 58, Employee benefits expense Salaries, allowances and bonus 60,94,721 33,33,20,475 61,67,632 33,48,40,721 Leave encashment 2,79,976 1,53,11,895 2,54,256 1,38,03,570 Staff welfare 9,65,488 5,28,02,547 7,25,915 3,94,09,910 Recruitment and relocation 25,983 14,21,036 3,375 1,83,229 73,66,169 40,28,55,954 71,51,178 38,82,37, Other operating costs Project work expenses 52,31,680 28,61,20,718 49,96,951 27,12,84,484 Rent 60,809 33,25,645 2,04,940 1,11,26,195 Communication 1,26,205 69,02,142 1,04,535 56,75,205 Travel 5,04,455 2,75,88,666 4,81,189 2,61,23,725 Insurance 99,493 54,41,281 1,21,064 65,72,546 Power and Fuel 6,753 3,69, Rates and taxes 1,24,833 68,27,144 23,537 12,77,836 Repairs and maintenance - Computer equipment Others 1,00,338 54,87,470 24,986 13,56,466 Legal & professional 4,67,440 2,55,64,314 4,46,553 2,42,43,338 Printing & stationery 71,108 38,88,874 3,375 1,83,207 Business promotion 77,741 42,51,632 33,585 18,23,337 Provision for doubtful advances 4,067 2,22, Bank charges 22,946 12,54,905 20,389 11,06,926 Provision for bad & doubtful debts 6,152 3,36,453 3,59,066 1,94,93,710 Exchange loss/(gain), net 29,457 16,11,008 6,213 3,37,291 Miscellaneous expenses (1,00,179) (54,78,766) (42,279) (22,95,307) 68,33,298 37,37,13,274 67,84,103 36,83,08, Depreciation and amortisation Depreciation on Tangible assets (refer note 15} 1,141 62,388 17,676 9,59,626 Amortisation on Intangible assets (refer note 16} ,141 62,388 17,676 9,59,626

12 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction Transactions Receivable / Transactions Receivable / USD USD USD USD (i) Scandent Holding Mauritius Limited Cambridge Group Company Loans and advances at the end of the year 6,14,512 6,14,512 (ii) Xchanging Solutions Limited, India Holding company Project work expenses (43,97,886) (50,40,218) Payments made / (adjustments) 59,99,521 51,53,609 Payments received / (adjustments) (36,761) Expenses reimbursed to / incurred by, the related party (2,79,626) 12,521 Trade Receivables at the end of the year 54,004 47,011 Trade Payables at the end of the year (37,43,254) (50,34,030) Unsecured loan at the end of the year (3,79,29,096) (3,79,29,096) (iii) Xchanging Solutions Europe Limited, UK Fellow subsidiary Expenses reimbursed to / incurred by, the related party (77,178) Payments received / (adjustments) (29,681) (6,18,120) Unsecured loan at the end of the year (6,46,120) (6,18,120) Trade Payables at the end of the year (78,859) (iv) Xchanging Solutions Pte Limited, Singapore Fellow subsidiary Payments made / adjustments 4,67,021 3,00,000 Payments received / (adjustments) (3,00,000) Expenses reimbursed to / incurred by, the related party (6,423) Trade Payables at the end of the year (2,28,091) Unsecured loan at the end of the year (5,00,000) Trade Receivables at the end of the year 2,61,069

13 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction Transactions Receivable / (v) IndigoMarkets Limited, Bermuda Fellow subsidiary Transactions Receivable / USD USD USD USD Trade Payables at the end of the year (2) (2) (vi) Processmind Holdings Mauritius Ltd Subsidiary of Xchanging Plc UK Unsecured loan at the end of the year (21,02,644) (21,02,644) (vii) Cambridge Integrated Services Group Inc. USA Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party (2,05,389) Payments made / adjustments 16,00,000 Payments received / adjustments (8,50,000) 91,403 Wirte off (28,32,300) (viii) Xchanging UK Ltd. Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party (6,741) Payments made / adjustments (18) 79,043 5,41,713 Payments made / (adjustments) 6, Payments received / (adjustments) (1,37,116) (6,55,542) Trade Receivables at the end of the year 58,074 (ix) Ferguson Snell & Associates Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party 7,440 (7,440) Payments made / (adjustments) 12,045 Trade Payables at the end of the year (7,440) (x) Xchanging Asia Pacific Pte Ltd. Subsidiary of Xchanging Plc UK 2,53,473 3,47,398 Payments received / (adjustments) (3,85,186) (2,34,839) Trade Receivables at the end of the year 0 1,31,713

14 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction Transactions Receivable / Transactions Receivable / USD USD USD USD (xi) Xchanging Systems Inc., USA Subsidiary of Xchanging Plc UK 50,801 14,077 Expenses reimbursed to / incurred by, the related party (14,046) Payments received / (adjustments) (80,000) Trade Payables at the end of the year (29,168) Trade Receivables at the end of the year 14,077 (xii) Xchanging Technology Services India Pvt Ltd., Subsidiary of Xchanging Plc UK 22,14,347 6,98,463 Expenses reimbursed to / incurred by, the related party (3,97,782) Payments received / (adjustments) (21,72,456) (8,09,791) Payments made / adjustments 3,71,961 1,66,179 Trade Payables at the end of the year (1,01,743) (75,922) Trade Receivables at the end of the year 1,72,664 1,30,773 (xiii) Xchanging Inc., USA Subsidiary of Xchanging Plc UK 1,97,453 8,19,461 Payments received / (adjustments) (6,11,780) (4,65,399) Trade Receivables at the end of the year 2,013 4,16,340 (xiv) Xchanging Systems & Services Inc., USA Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party (3,22,193) (19,529) (12,559) 400 Payments received / (adjustments) (3,92,591) Payments made / adjustments 3,92,615 2,24,352 Trade Payables at the end of the year (1,48,661) (1,87,368) Trade Receivables at the end of the year 19,156 Note: Xchanging Plc UK is the ultimate holding company of the Xchanging Solutions Ltd, India, which the the holding company of Xchanging Solutions (USA) Inc, the Company

15 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction (i) Scandent Holding Mauritius Limited Cambridge Group Company Loans and advances at the end of the year (ii) Xchanging Solutions Limited, India Holding company Project work expenses Payments made / (adjustments) Payments received / (adjustments) Expenses reimbursed to / incurred by, the related party Trade Receivables at the end of the year Trade Payables at the end of the year Unsecured loan at the end of the year (iii) Xchanging Solutions Europe Limited, UK Fellow subsidiary Expenses reimbursed to / incurred by, the related party Payments received / (adjustments) Unsecured loan at the end of the year Trade Payables at the end of the year (iv) Xchanging Solutions Pte Limited, Singapore Fellow subsidiary Payments made / adjustments Payments received / (adjustments) Expenses reimbursed to / incurred by, the related party Trade Payables at the end of the year Unsecured loan at the end of the year Trade Receivables at the end of the year Transactions Receivable / Transaction Receivable / INR INR INR INR ,36,07,688-3,33,61, (24,05,20,399) - (27,36,33,428) - 32,81,13,800-27,97,89,433 - (20,10,459) (1,52,92,742) ,84, ,53,483-25,52,235 - (20,47,18,555) - (27,32,97,474) - (2,07,43,42,279) - (2,05,91,70,640) (42,20,843) (16,23,262) - (3,35,57,735) - - (3,53,36,326) - (3,35,57,735) - (43,12,785) ,55,41,385-1,62,87, (1,62,87,000) (3,48,707) (1,23,83,038) (2,71,45,000) ,41,73,461

16 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction (v) IndigoMarkets Limited, Bermuda Fellow subsidiary Trade Payables at the end of the year (vi) Processmind Holdings Mauritius Ltd Subsidiary of Xchanging Plc UK Unsecured loan at the end of the year (vii) Cambridge Integrated Services Group Inc. USA Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments made / adjustments Payments received / adjustments Wirte off (viii) Xchanging UK Ltd. Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments made / adjustments Payments made / (adjustments) Payments received / (adjustments) Trade Receivables at the end of the year (ix) Ferguson Snell & Associates Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments made / (adjustments) Trade Payables at the end of the year (x) Xchanging Asia Pacific Pte Ltd. Subsidiary of Xchanging Plc UK Payments received / (adjustments) Trade Receivables at the end of the year Transactions Receivable / Transaction Receivable / INR INR INR INR (103) - (103) (11,49,93,621) - (11,41,52,563) - - (1,11,50,554) ,68,64, (4,61,46,500) ,62, (15,37,65,561) - (3,68,688) (997) - 43,22,841-2,94,09,605-3,68,688-9,536 - (74,98,895) - (3,55,89,382) ,52, ,06,894 - (4,03,918) ,53, (4,03,918) 1,38,62,444-1,88,60,257 - (2,10,65,839) - (1,27,49,409) ,50,715

17 26 Related Party Disclosures S No. Name of the related party Relationship Nature of transaction (xi) Xchanging Systems Inc., USA Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments received / (adjustments) Trade Payables at the end of the year Trade Receivables at the end of the year (xii) Xchanging Technology Services India Pvt Ltd., Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments received / (adjustments) Payments made / adjustments Trade Payables at the end of the year Trade Receivables at the end of the year (xiii) Xchanging Inc., USA Subsidiary of Xchanging Plc UK Payments received / (adjustments) Trade Receivables at the end of the year (xiv) Xchanging Systems & Services Inc., USA Subsidiary of Xchanging Plc UK Expenses reimbursed to / incurred by, the related party Payments received / (adjustments) Payments made / adjustments Trade Payables at the end of the year Trade Receivables at the end of the year Note: Xchanging Plc UK is the ultimate holding company of the Xchanging Solutions Ltd, India, which the the holding company of Xchanging Solutions (USA) Inc, the Company Transactions Receivable / Transaction Receivable / INR INR INR INR ,78,294-7,64,260 - (7,68,161) (43,75,200) (15,95,173) ,64,260 12,11,02,637-3,79,19,569 - (2,17,54,698) (11,88,11,619) - (4,39,63,566) - 2,03,42,547-90,21, (55,64,325) - (41,21,805) - 94,42,999-70,99, ,07,98,728-4,44,88,563 - (3,34,58,230) - (2,52,66,536) - - 1,10,108-2,26,03,074 (1,76,20,758) - (10,60,221) - (6,86,831) - 21, (2,13,13,765) - 2,14,72,114-1,21,80, (81,30,254) - (1,01,72,187) - 10,47,

18 27 Contingent Liabilities and commitment USD INR USD INR Contingent liabilities Nil Nil Nil Nil Capital commitment Nil Nil Nil Nil 28 Segment reporting The Company s business activity is organised within a single business and geographical segment. The Company renders software development and related services to its customers in North America region and is managed as one entity, governed by similar set of risks and returns. Accordingly, there are no additional disclosures to be provided under Accounting Standard 17 Segment Reporting other than those already provided in financial statements. 29 Lease disclosures Operating lease Office and Office Equipment are obtained under operating lease, whereby the lease is renewable on monthly basis. Expense for such operating leases recognized in the Statement of Profit and loss of the year under the head Rent expenses. The Company has not entered into any long term non cancelable lease agreements during the current year. Particulars USD INR USD INR Rent expenses recognised in profit and loss 60,809 33,25,644 2,04,940 1,11,26,195 Future minimum lease payment under operating lease arrangements are as follows: Payable not later than one year Payable later than one year and not later than five years Payable later than 5 years Total Finance lease Finance lease commitment Nil Nil Nil Nil 30 Taxes The current tax charge reflects state tax and minimum federal tax payable (if any), by the Company in accordance with the tax laws applicable in the United States of America. 31 Exceptional Items Particulars Provided on account of law suit pending in the name of Pramod Koshy, pursuant to an automobile accident occurred in the October 2003, which involved certain employees of the Company and the Cab which was rented by Pramodh Koshy (an employee of the company) in his personal name. Initially, the company has given a clean chit in this matter since the contract was between Pramodh Koshy and the Cab Agency named Enterprise-Rent-A- Car USD INR USD INR ,000 27,14,500 However as the Cab was rented for official purposes, the Company has agreed to indemnify Pramodh Koshy in case for any liability which may arose in the event of an adverse decision. The Company as per the opinion of its internal legal counsel has estimated an exposure of USD 11,00,000 with regard to this case. The case was settled during the year ended Dec-31, 2011 for a total sum of USD 1,250,000 The Company has written off the balances with CISGI pursuant to the sale of that business ,82,300 15,64,80,067 Total ,32,300 15,91,94,567

19 32 Previous year comparatives The Financial statements of the previous year have been restated and reclassified where necessary to conform to the current year s presentation. As per our report of even date Bhalotia Associates Chartered Accountants Firm Registration No E For and on behalf of the Board of Directors of CA.Ajay Kumar Bhalotia Nimish Soni Lucas Tompach Partner Director Director Membership No Place: Kolkata Date: March 1,2013