Prism Informatics Annual Report. For the year ended 31st March, 2014 ANNUAL REPORT 2O14 PRISM INFORMATICS LIMITED

Transcription

1

2 Prism Informatics Annual Report For the year ended 31st March, 2014 ANNUAL REPORT 2O14 PRISM INFORMATICS LIMITED

3 CONTENTS Directors Profile Notice for Annual General Meeting Directors Report Annexure A to Directors' Report Annexure B to Directors' Report Report On Corporate Governance Certificate Of Compliance CEO/CFO Certification Certificate Under Clause 49 of Listing Agreement Management Discussion & Analysis Report Abridged Standalone Financial with Auditors Report for year 2014 Abridged Consolidated Financial with Auditors Report for year Attendance Slip Proxy Form 89 91

4

5 Director s Profile Currency : Indian Rupee Dr. Nirmal Jain Chairman & Independent Director Dr.Ajay Sharma Vice Chairman & Independent Director Alok Pathak Managing Director Saurabh Dani Whole-Time Director B Tech, IIT Bombay and 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. Serves as Director on board of various companies and professional bodies. B Tech, from Roorkee 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. Engineering from NIT Raipur. M Tech, IIT Mumbai. One of the promoters, CEO and Executive Director - Idhasoft Ltd. MBA from the American 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 to its members. To support this green initiative of the Government in full measure, members who have not registered their addresses, so far, are requested to register their 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

6 Director s Profile V. Chandrashekar 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. Christof Anderi Director 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. Registered Office B-907, BSEL Tech Park, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai Phone Fax , investors@prism-informatics.com Company Secretary & Compliance Officer Khushboo Gurbuxani Auditors E.A. Patil & Associates 316, 3rd Floor, Nirman Vyapar Kendra, Sector-17,Vashi, Navi Mumbai Registrars & Transfer Agents Sharex Dynamic India Pvt Ltd, Unit 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai Tel , Fax 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), Mumbai Axis Bank Vardhman Chambers Premises CSL, Plot 84, Sector 17, Vashi Page 02

7 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 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. 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. Special Business: 4. 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:- (holding DIN ) 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, 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:- 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 ), 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, 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 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

8 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 Whole- Time 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

9 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. 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 w i t h C o m p a n i e s ( A p p o i n t m e n t a n d 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, 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 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. 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: 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 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, Switzerland Consultancy Services, Lending loans, import & export of software 3 Crore 3 Prism Informatics Deutschland GMBH, Germany Consultancy Services, Lending loans, import & export of software 2 Crore 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 arising among the parties. 2 Crores 10 Secure Matrix Solutions Pvt. Ltd. Loan given or Loan taken or any obligation arising among the parties. 1 Crore 11 Secure Matrix India Pvt. Ltd. Loan given or Loan taken or any obligation arising among the parties. 1 Crores 12 Mr. Saurabh Dani Loan given or Loan taken or any obligation arising among the parties. 2 Crores 13 Dani Shares and Stocks Pvt. Ltd. Loan given or Loan taken or any obligation arising among the parties. 1.5 Crores 14 Idhasoft Limited Loan given or Loan taken or any obligation arising among the parties. 20 Crores 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

11 NOTICE 11. 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 and it shall be duty of member to furnish the id and changes in same if any from time to time. 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 Date: 1st September, 2014 Place: Navi Mumbai For Prism Informatics Limited Khushboo Gurbuxani Company Secretary & Compliance Officer Page 07

12 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 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 ; Tel: / ; Fax: ; sharexindia@vsnl.com; Website: 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

13 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 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 Khushboo Gurbuxani Company Secretary & Compliance Officer Page 09

14 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, 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, 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

15 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, None of the Directors/key managerial personnel and/or their relatives, except the concerned appointee directors, is directly or indirectly concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the Company, in the resolutions set out in Item No. 6 & 7 of the Notice. The Board recommends the resolution set forth in Item no. 6 & 7 for the approval of the members. The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013 is given below for item no. 6 & 7.Although Mr. Alok Pathak is to be re-appointed without remuneration the same is given by way of abundant caution: I. General Information: i. Nature of Industry: The Company is engaged in the business of Information Technology and Information Technology enabled services. ii. Date or expected date of commencement of commercial production: The date of commencement of commercial production is 08th March, iii. Financial performance based on given indicators: A. Based on Standalone Financials of the Company for the year ended 31st March, 2014: Particulars Sales and Other Income Net Profit after Tax Net Worth Rs. in million (43.45) 485 Page 11

16 EXPLANATORY STATEMENT B. Based on Consolidated Financials of the Company for the year ended 31st March, 2014: Particulars Sales and Other Income Net Profit after Tax Net Worth Rs. in million (124.88) iv. Foreign investments or collaborations: The details of the direct overseas subsidiaries of the Company are as under: Sr. No. 1 Name of the entity Number of Shares Amount (Rs. in million) Prism Informatics Europe AG, Switzerland 22,133, Prism Informatics Inc., USA 56,000, Prism Software Consultancy, JLT Prism Informatics Pte. Singapore 6,50, Prism Infoglobal Limited, Seychelles II. Information about the appointee: Particulars Mr. Alok Pathak Mr. Saurabh Dani i. Background details Mr. Alok Pathak is a Director and promoter of Idhasoft Limited. He held position of Chief Executive Officer for 5 years. He was appointed as a Managing Director of the Company from 10th November; He has completed his engineering from NIT Raipur and M Tech from IIT Mumbai Mr. Saurabh Dani is MBA from the American 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. He is the member of CSI, 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 the Company. Total remuneration of Rs. 41,46,667 was paid to Mr. Saurabh Dani for a period of 2 years from 09th November, 2012 to 31st March, Page 12

17 EXPLANATORY STATEMENT II. Information about the appointee: Particulars Mr. Alok Pathak Mr. Saurabh Dani iii. Recognition or awards: He has over 20 years experience in various capacities across companies. He has been actively involved in mergers of US & UK based development centers with Indian companies. He had been the President and Vice President for a number of IT companies and has headed operations for a large US and UK based company. He has also headed the BFSI and Telecom verticals for a very large IT company. He is a member of the major institutions which includes, Computer Society of India (CSI), e-information Security Association (eisa), Information Systems Audit & Control Association (ISACA), Cyber Law Society of India (CYSI), Vice Chairman (IT Committee) of the Indo-Arab and Indo- African Chambers of Commerce (IACCI) and Regional Chairman of ESC ( Electronics Software and Export Promotion Council of India a ministry of IT subsidiary). iv. Job Profile and Suitability Mr. Alok Pathak, Managing Director, is responsible for day-to-day management of the Company, subject to overall superintendence, control and direction of the Board of Directors. Taking into consideration his qualifications and expertise in Information Technology, the Managing Director is best suited for the responsibilities of current assigned role. Mr. Saurabh Dani, Whole Time Director is responsible for day-to-day management of the Company, subject to overall superintendence, control and direction of the Board of Directors. Taking into consideration his qualifications and expertise in Information Technology, he is best suited for the responsibilities of current assigned role. V. Remuneration proposed: Mr. Alok Pathak is proposed to be appointed without remuneration. The terms of the Remuneration proposed to 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, Salary up to Rs.3,00,000 p.m from 01st April, 2014 subject to applicable provisions. Page 13

18 EXPLANATORY STATEMENT II. Information about the appointee: Particulars Mr. Alok Pathak Mr. Saurabh Dani vi. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) NOT APPLICABLE With Globalization and Liberalization taking roots in India, the demand for the knowledge and Skills in various fields are on rise and there has been a phenomenal growth in remuneration package for key positions in the last few years. Company has operations in India and in USA. The remuneration paid to Mr. Saurabh Dani is in line with Remuneration of CEO's and Managing Directors of other companies having Global operations, keeping in view his job profile, Complexity of comparative business of the company. vii.pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any : Mr. Alok Pathak is not related to any other Director as well as Managerial Personnel of the Company. He does not have any pecuniary relationship directly or indirectly with the Company or its Managerial Personnel. Mr. Saurabh Dani is not related to any other Director as well as Managerial Personnel of the Company. He does not have any pecuniary relationship directly or indirectly with the Company or its Managerial Personnel, other than drawing his 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

19 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 to USD 12,050,000 in FY 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, 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, 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. 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 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. Item No. 9 The existing Articles of Association (AOA) of the Company are based on the Companies Act, 1956 and Page 15

20 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 Prism Informatics Europe AG Prism Informatics Schweiz Gmbh, Switzerland Prism Informatics Deutschland Gmbh, Germany Prism Informatics Inc, Delaware Prism Informatics PTE Limited, Singapore Prism Software Consultancy JLT Prism Infoglobal Limited, Mauritius Idhasoft Inc, Delaware Dani Financial Products Private Limited Secure Matrix Solutions Private Limited Secure Matrix India Private Limited Mr. Saurabh Dani Dani Shares and Stocks Private Limited Idhasoft Limited Nature of Relationship Wholly Owned Subsidiary Step Down Subsidiary Step Down Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Wholly Owned Subsidiary Body Corporate having common Directors Company having common Directors Company having common Directors Company having common Directors Director of Company Company having common Directors Company having common Directors Page 16

21 EXPLANATORY STATEMENT Item No.11 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. 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, 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

22 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 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, 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

23 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 Date of last appointment on the Board Qualifications & expertise in specific functional 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 LA, PMP,ITIL Foundation 1) Dani Shares and Stocks Pvt Ltd. 2) Dani Financials Product Pvt Ltd. 3) Secure Matrix India Pvt Ltd. 23,93,600 shares None 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 07th November, 2009 B.Tech from Roorke University and PhD from London University Nil Nil None Page 19

24 EXPLANATORY STATEMENT Sr. No Name of the Director Date of last appointment on the Board Qualifications & expertise in specific functional 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 04 Dr. Nirmal Jain 07th November, 2009 B Tech, IIT Bombay and PhD from University of Hawaii (US). & Advance Management Program at Harvard Business School. 1) Cytel Statistical Software & Services Pvt. Ltd. 2) Rhombus Consulting Pvt. Ltd. 3) SpadeWorx Software 4) Talentica Software (India) Pvt.Ltd. Nil None 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

25 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 FINANCIAL PERFORMANCE: The Standalone financials of the Company for the financial year ended March 31, 2014 are as follows: STANDALONE RESULTS (In Rs.) Particulars April 1, 2013 to March 31, 2014 April 1, 2012 to March 31, 2013 Total Income Less: Total Expenditure Profit before Depreciation Depreciation Profit after Depreciation and before prior period items Less: prior period items Profit before taxation Provision for Taxation: Current Tax Deferred Tax Net profit after tax Profit brought forward Amount available for appropriation Less: Appropriations Interim Dividend Proposed Equity Dividend Preference Dividend Dividend Tax Profit transferred to Balance sheet 237,500, ,244,625 (1,471,497) 2,272,137 (3,743,634) 42,439,889 (46,183,523) (1,335,329) (1,395,753) (43,452,441) (29,297,995) (72,750,436) Nil Nil Nil Nil (72,750,436) 235,806, ,260,900 (3,132,462) 322,205 (3,454,667) 71,388,412 (74,843,078) 4,220,000 (569,722) (78,493,356) 49,195, 362 (29,297,995) Nil Nil Nil Nil ( 29,297,994) Page 21

26 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 Less: Total Expenditure Profit before Depreciation Depreciation Profit after Depreciation and before prior period items Less: Extra ordinary Items Less: Exceptional Items Profit before taxation Tax Expense: 1) Current tax 2) Deferred tax Net profit for year Profit brought forward Transfer to General Reserve Less: Appropriations Interim Dividend Proposed Equity Dividend Preference Dividend Dividend Tax 698,320, ,239,516 (3,302,712) 13,615,845 (16,918,557) 11,559,352 - (28,477,909) 90,304 (1,395,753) (124,881,535) (176,888,212) ,762, ,286,063 (24,094,394) 17,429,450 (41,523,844) 90,890,123 (29,067,341) (103,346,626) 4,747,132 (569,722) (197,567,815) 20,679, COMPANY'S PERFORMANCE: During the financial year , company has achieved operational revenue of Rs 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 Crores in FY as against Rs in FY The net loss of Company for FY is Rs Crores on account of increase in cost of Sales & Services and ammortisation of Goodwill on business acquisition. Page 22

27 DIRECTORS REPORT 3. DIVIDEND: Board of Directors do not recommend any Dividend for the Financial Year DIRECTORS: Mr. V. Chandrashekar was appointed as a whole- Time Director of Company with effect from 12th June, 2013 for period of 2 years. Mr. V. Chandrashekar resigned from post of Whole- Time Director and Company Secretary with effect from 8th August, However Mr. V. Chandrashekar will be on Board of Company as nonexecutive director of Company. 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, He resigned from the post of Non-Executive Director with effect from 16th June, HIGHLIGHTS OF : i. Conversion of 11% 4,01,050 Compulsorily Convertible Debentures (CCDS - Series III) into equity shares:- ii. 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 /- per share on 29th October, The Company received listing approval on 07th March, 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. 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, Company received listing approval on 07th March, Company is in the process of giving credit to shares and making necessary applications for obtaining trading approval for same. iii. Allotment of 2% 6,60,000 (nos) Non - Cumulative Compulsory Convertible Preference Shares (NCCP Series VI) of Rs. 100 each on Preferential basis. 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, The said NCCPS are due for conversion on 12th September, 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, No RBI reporting is required for disposal of investment in step down subsidiary. Page 23

28 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. Report on Corporate Governance and Management Discussion and Analysis: 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. D I R E C T O R S R E S P O N S I B I L I T Y STATEMENT:- 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 , 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; iii. iv. 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, 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; 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 W 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. 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. 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

29 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. 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 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, C O N S E R V A T I O N O F E N E R G Y, T E C H N O L O G Y A B S O R P T I O N A N D 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 Alok Pathak Managing Director Saurabh Dani (Whole-Time Director) Page 25

30 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 Managing Director Saurabh Dani (Whole-Time Director) Page 26

31 Annexure B to Directors' Report Statement pursuant to Section 212 (8) Of the Companies Act, 1956 relating to Subsidiary Companies: Sr.No Name of subsidiary company 1 Prism Informatics Inc 2 Prism 3 Prism 4 TLC Inforatics Pte limited. Informatics Europe AG Technologies Inc 5 Prism Software Consultancy, JLT 6 Prism Infoglobal Limited Reporting currency USD SGD CHF USD AED USD Statement under Section 212 (8) of the Companies Act, 1956 relating to subsidiary companies as on 31st March, 2014 Exchange Rate as at 31 march 2014 Share Capital Reserves & Surplus Total assets Total Liabilities Investment other than invesment in subsidiary Sales & Service income Profit before taxtion Provision for taxation Profit /(loss)after tax ,655,888 (50,310,910) 78,100,232 94,755, (42,985,242) 101,557 (43,086,799) ,903,452 (40,903,353) 1,520,514 1,520, (551,229) - (551,229) ,402,500 (111,028,374) 111,088,663 53,714, ,851,493 6,994,266 1,297,257 5,697, ,762,791 15,381,170-15,381, ,255 3,574,169 31,588,575 27,201, ,050,188 1,142,503-1,142, ,010 1,923 58,177 50, Proposed Dividend Country Nil USA Nil singapore Nil Switzerland Nil USA Nil Dubai, United Arab Emirates Nil Mauritius Page 27

32 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. 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, 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, 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, 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: 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. 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 th effect from 16 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 ( ) in the composition of Board of Directors of the Company: During the Financial year , 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

33 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 Chairman & Independent Director Independent Director Managing Director Whole Time Director Non-Executive Director Non-Executive Director Name of the Directors Mr. Nirmal Jain Dr. Ajay Sharma Mr. Alok Pathak Mr. Saurabh Dani Mr. Christof Anderi 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: st During the year ended 31 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 Date of Board Meeting 29th April th May th July th August th November th February, 2014 Page 29

34 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 meetings held during (out of 7 meetings) No of other directorship (excluding Prism) 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 ( ). 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, 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 th 12 June, 2013 Resolution Passed 1)To consider the appointment of Mr. V. Chandrasekhar as Whole-Time Director on Board of company with effect from th 12 June, 2013 No. of directors approving the same All Directors Page 30

35 REPORT ON CORPORATE GOVERNANCE Date of Resolution th 29 October, 2013 Resolution Passed 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, ) To allot 7,41,174 equity shares of Re. 1/-each at the premium of Rs /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 /-per share determined in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, No. of directors approving the same All Directors All Director Except Mr. Saurabh Dani th 13 March,2014 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. 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 All Directors Except Dr. Ramesh Subramaniam ** 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 Mr. Alok Pathak Dr. Ajay Sharma Dr. Nirmal Jain Designation / Category Managing Director Independent Director Chairman & Independent Director Page 31

36 REPORT ON CORPORATE GOVERNANCE P 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. Meetings: During the financial year , 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 29th April th May th August th November th February, 2014 The composition of the committee and the attendance of the members at each of the meetings held during the financial year are given below: Name of the Committee Member Dr. Nirmal Jain Dr. Ajay Sharma Mr. Alok Pathak No. of meetings held No. of meeting attended 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, Mr. V. Chandrashekar^^ 3,00,000 p.m. 4, Page 32

37 REPORT ON CORPORATE GOVERNANCE Name of Directors Dr. Nirmal Jain (Independent Director) Dr. Ajay Sharma (Independent Director) Dr. Ramesh Subramaniam (Non Executive Director) Mr. Christof Anderi Remuneration if any (in Rs.) No. of securities of Company held ,806** 5,31,870 ** Dr. Ramesh Subramaniam, Non-executive Director of the Company has resigned from Board of Company with effect from 16th June, ^^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 Mr. Alok Pathak Dr. Ajay Sharma Dr. Nirmal Jain Designation / Category Managing Director Independent Director Independent Director Terms of Reference: The committee looks into redressal of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non- receipt of declared dividend, etc. The Board has delegated the power of approving transfer of securities to the Managing Director and / or the Company Secretary. Company Secretary and Compliance Officer has been authorized to take all necessary steps to comply with various regulations as issued by the relevant authorities. No complaints were received by the Company/Registrar and Transfer Agent of Company for financial year and hence no meeting of Investors'/ Shareholders Grievance Committee was held. Complaints outstanding as on April 1, 2013 Complaints received during the year ended March 31, 2014 Complaints resolved during the year ended March 31, 2014 (Need to confirm from RTA) Page 33 Nil Nil Nil

38 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 Day, Date and Time 12th August 2011 on Friday at 11 am. 17th August 2012 on Friday at 11 am 27th September, 2013 on Friday at 11 am Venue Four Points by Sheraton, Near Vashi Railway Station, Vashi, Navi-Mumbai Four Points by Sheraton, Near Vashi Railway Station, Vashi, Navi-Mumbai Hotel Zinga, Shop No. 176 to 179 Fantasiya Business Park, Plot No. 47, Sector 30A, Opp. Vashi Railway Station, Vashi, Navi-Mumbai b) Special resolutions passed during previous three AGMs: Year No Special resolution was passed Special Resolutions passed Appointment of Mr. Bhuman Dani son of Saurabh Dani as operational Manager 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 : a) Whether any special resolution passed last year through postal Ballot- NO b) Company has not passed any resolution through postal during the year ) 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, Board nominated Mr. V. Page 34

39 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 ID With CC to 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 ii) iii) iv) News Releases, Presentations, etc: Official news releases, detailed presentations made to media, analysts, institutional investors, etc. are displayed on the Company's website Website: The Company's website 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. 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

40 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 L67120MH1983PLC 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 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 : June 30, th August, 2013 September 30, th November, 2013 December 31, th February, 2013 March 31, th May, 2014(Audited Financials) Annual General Meeting - 30th September, 2014 v) 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 , Tel /34 Fax: Stock Code: The Annual listing fees have been paid and there is no outstanding amount as on date. Demat ISIN Number for NSDL and CDSL: INE389J 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) INE389J This number is required to be quoted in each transaction relating to dematerialized Equity shares of the Company. Page 36

41 REPORT ON CORPORATE GOVERNANCE Name of Depository National Securities Depository Limited Central Depository Services (India) Limited Address Trade World, A Wing, 4th & 5th Floors, Kamala Mills Compound, Senapathi Bapat Marg Lower Parel, Mumbai Phiroze Jeejeebhoy Towers,16th Floor, Dalal Street, Mumbai Company has paid the custodial charges to the respective depository participant for the year ending 31st March viii) Market Price Data: Company : PRISM INFORMATICS LTD. ( ) Period : ( Apr 2013 to March 2014 ) Month Open High Low Close No. of No. of Total Turnover * Spread (Rs.) Price Price Price Price Shares Trades (Rs.) H-L C-O Apr May , , Jun , , Jul , ,83, Aug , ,21, Sep , ,16, Oct , Nov ,94,192 2,319 29,51, Dec ,14,515 2,867 68,49, Jan ,69,925 2,037 21,99, Feb , ,61, Mar , ,96, * Spread H-L : High-Low C-O : Close-Open Page 37

42 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 Tel , Fax 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

43 REPORT ON CORPORATE GOVERNANCE ix) Distribution of shareholding as on : Sr. No No. of Equity No. of No. of Shares % of No of % of Shares held Shareholders Shareholders Shareholding ,02, , ,48, ,83, , to above ,44,610 7,37,085 1,90,45, TOTAL 751 2,05,99,158^^ ^^ Company had allotted 7,41,174 Equity Shares on 29th October, 2013 and said equity shares arises on account of conversion of 11%, 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 : Sr. No Category No. of Shares % of total Shareholding 1 Promoters, Directors & Relatives 36,27, Public Financial Institutions/ Banks Mutual Funds/ UTI FIIS Venture capital fund 10, NRIS/ OCBS 82,98, Private Corporate Bodies/ Non Institutions Body Corporate 55,75, Indian Public Total 31,38,749 2,05,99, 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, % 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

44 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's- Series 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, 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 Sr. No Operative Divisions located at Pune Europe USA Germany Singapore Dubai Seychelles Registered Office Address Unit 602, Sixth Floor, Wing 2-Cluster C,EON FREE ZONE, Plot No.1,S.No.77,Kharadi MIDC, Knowledge Park, Pune Gewerbestrasse 5, 6330 Cham/ Zug, Switzerland Six Concourse Parkway, Fifth Floor, Atlanta, GA 30328, USA Sciencepark 2,DE Saarbrucken, Germany 31, Cantonment Road, Singapore Unit No.2502, Fortune Tower Plot No.C1, Jmeriah Lakes Towers, Dubai, United Arab Emirates. Suite 3, 1st Floor, La ciotat Building, Mont Fleuri, PO Box 438, Mahe, Seychelles xiii) 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 Contact Number: / Sharex Dynamic (India) Pvt. Ltd: 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed pool, Andheri(E), Mumbai Tel No , Fax No Page 40

45 CERTIFICATE ATTENDANCE OF COMPLAINCE SLIP WITH 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, For Prism Informatics Limited Date: 1st September 2014 Place: Navi Mumbai Alok Pathak Managing Director Page 41

46 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) (ii) (b) (c) (d) (i) (ii) (iii) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; 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. 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. 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. I have indicated to the auditors and the audit committee Significant changes, if any, in the internal control over financial reporting during the year; 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 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

47 CERTIFICATE OF COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENT UNDER CLAUSE ATTENDANCE 49 OF LISTING AGREEMENT SLIP 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 Prashant Sharma C.P.No:7902 ACS No Page 43

48 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 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 Latest forecast from IMF says that world output growth will reach 3.6% in 2014, up from 3% recorded in 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 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 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. 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 Indian IT services exports reached approximately USD 52 billion in FY IT Services Exports revenue was 45.4 USD billion in FY 2013 as against 27 USD billion in FY 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 Export of software was 1.6 Billion USD in FY 2013 as against 1.1% in FY 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. iii. iv. Deepening vertical specialization and building deep domain expertise Broadening services portfolio 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 e n s u r i n g n o t o n l y a u t o m a t i o n o r p r o c e s s implementation, but also as a bottom-line improvement tool. Number of deals signed by Prism Informatics Limited (Prism) as of 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. Page 44

49 MANAGEMENT DISCUSSION & ANALYSIS REPORT Factors leading to growth in the IT/ITes sector are: Low operating costs and tax advantage. 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 range of solutions by leveraging deep domain expertise and close-knit associations with leading technology companies. 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. Page 45

50 MANAGEMENT DISCUSSION & ANALYSIS REPORT 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 , the key ones among them are as follows: III. which has been reduced to Rs. 1.5 Crore. 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. 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. Threats: 1. 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. IV. 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. Company has receivable of Rs. 11 Crores which is outstanding for a period of more than six months as on 31st March, Company has provided provision for receivables due from its own subsidiaries amounting to Rs 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. Risk External to the Company: I. IT business is technology driven and there is a risk of present technology becoming obsolete. 2. 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: Risk internal to the Company: I. Presently Company does not have bank guarantee facility and hence not able to conduct its SAP licensing business to its full extent. II. Company has taken a cash credit facility from Saraswat Co-operative Bank of Rs. 5 Crores II. 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. 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

51 MANAGEMENT DISCUSSION & ANALYSIS REPORT III. IV. IT business is subject to attrition 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%. 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. c. 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 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. 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. 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. Marketing Our major focus for generating leads is through a series of event that starts with targeted & monitored 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 s, b. Tele Marketing A rigorous telecallling session follows up every campaign in order to generate leads. The prospects who opened/clicked the ers 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

52 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, ,993,239 Accounts Receivables 138,794, ,794,451 Unbilled Revenue 11,177,817-11,177,817 Segmental information (Standalone) Business segments (For year ended 31st March, 2014) Particulars India Rest of world Total Total Income 209,993, ,434, ,427,309 Accounts Receivables 138,794,451 67,963, ,757,919 Unbilled Revenue 11,177,817 82,38,436 19,416,253 i. 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, 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

53 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

54 Abridged Standalone Financial Information Page 50

55 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

56 Auditors' Report i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 ii. iii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and 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 W CA. E. A. Patil Partner Membership No Date : 27th May 2014 Page 52

57 Annexure to the Auditors Report Annexure to the Auditors Report for the year ended March 31 st, (Referred to in our report of even date). 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.. 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.. 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.. 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.. 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. The Company has not accepted any deposits from the public. Page 53

58 Annexure to the Auditors Report vii. viii. ix. The company does not have internal audit system commensurate with its size & nature of its business. 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. 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 Nature of Dues Period for which mount pertains Amount in INR Tax deducted at source ,57,32,922 Interest on delayed Payment ,05,249 Interest on delayed Payment ,84,173 Service Tax Jan 13 to Mar 14 13,15,775 Interest on delayed Payment Jan 13 to Mar 14 66,497 *Service Tax Till Dec 12 57,40,765 VAT ,21,703 Interest on VAT CST ,01,687 Interest on CST ,383 LBT ,541 Local Body Tax Interest on LBT ,602 *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, 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 6 th March 2014, however the Company has requested for extension of the same. Page 54

59 Annexure to the Auditors Report xii. xiii. xiv. xv. xvi. xvii. xviii. xix. xx. xxi. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion and according to the information andexplanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society. According to the information and explanations given to us,the Company is not dealing in or trading in shares,securities, debentures and other investments. 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. The Company did not have any term loans outstanding during the year. 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. 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, The company has not created security or charge against the issue of debentures. The Company has not raised any money by public issue during the year. 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 W CA. E. A. Patil Partner Membership No Date:. 27th May, 2014 Page 55

60 Standalone Balance sheet Currency : Indian Rupee Capital and Liabilities Share holde r's Funds Abridge d Balance She e t as on 31st March, 2014 Amount (in Rs.) Amount (in Rs.) Share Capital 87,956,455 42,163,458 Reserves and Surplus Capital Reserves (including Revaluation reserve, if any) - - Revenue Reserves 470,179, ,867,327 Surplus -72,750,436-29,297,995 Money received against share warrants - - Share application money pending allotment 5,961,034 - Non current liabilities Long term borrowings - 55,000,000 Deferred tax liabilities (net) - - Other long term liabilities 43,110,681 39,097,510 Long term provisions 3,511,780 3,566,777 Curre nt liabilitie s Short term borrowings 46,847,706 94,472,040 Trade payables 15,480,974 9,979,219 Other current liabilities 58,771,001 60,198,684 Short term provisions 317, ,077 Total 659,385, ,391,096 Asse ts Non-current assets Fixed assets: Tangible assets 4,009,517 5,684,894 Intangible assets -Goodwill on Business Acquisitions - 13,015,054 Capital work in progress - - Intangible Assets under development - - Non-current investments 385,985, ,603,146 Deferred tax assets (net) 4,329,815 2,934,062 Long-term loans and advances 26,306,100 14,465,135 Other non-current assets Page 56

61 Standalone Balance sheet Currency : Indian Rupee Current assets Current investments - - Inventories - - Trade receivables 76,647,135 96,043,942 Cash and bank balances 14,931,910 8,716,953 Short-term loans and advances 135,754, ,766,728 Other current assets 11,421,299 6,161,183 Total 659,385, ,391,096 For E.A. Patil & Associates Alok Pathak Saurabh Dani Chartered Accountants Managing Director Whole - Time Director Firm Registration No W CA E.A. Patil Partner Membership No: V. Chandrashekar Whole Time Director & Company Secretary Place: Navi Mumbai Date: 27th May, 2014 Page 57

62 Standalone Profit and Loss Account Currency : Indian Rupee Abridged Profit and Loss Account for year ended 31st March, 2014 Particulars March 31, 2014 March 31, 2013 (In Rs.) (In Rs.) Revenue Revenue from Operations* 209,993, ,656,941 Other income 27,507,752 14,149,292 Total Revenue 237,500, ,806,233 Expenses Cost of Sales & Service 52,002,656 54,967,945 Employee benefits expense 123,047, ,584,935 Other expenses 30,749,201 45,553,640 Depreciation 2,272, ,205 Amortisation 13,015,054 4,457,253 Finance costs 20,158,527 24,374,921 Total Expenses 241,244, ,260,900 Exceptional / Extraordinary Expenses 42,439,889 71,388,412 Profit before tax -46,183,523-74,843,078 Tax expense: - Current tax -1,335,329 4,220,000 - MAT credit entitlement - Deferred tax charge -1,395, ,722 Profit after taxation for the year from continuing operations -43,452,441-78,493,356 ` Earnings per equity share of Re. 1 each - Basic Diluted -2-5 Weighted average number of equity shares outstanding during the year - Basic 21,168,107 16,034,449 - Diluted 21,168,107 16,034,449 * Details of Revenue from Operations: Page 58

63 Standalone Profit and Loss Account Currency : Indian Rupee a) In respect of a company other than a finance company, revenue from operations shall be disclosed as under: Particulars Sale of Services 168,143, ,647,543 Sale of Products 41,849,601 48,009, ,993, ,656,941 For E.A. Patil & Associates Alok Pathak Saurabh Dani Chartered Accountants Managing Director Whole - Time Director Firm Registration No W CA E.A. Patil Partner Membership No: V. Chandrashekar Whole Time Director & Company Secretary Place: Navi Mumbai Date: 27th May, 2014 Page 59

64 Standalone Cash Flow Statement Currency : Indian Rupee Abridged Cash Flow Statement for year ended 31st March, 2014 (Amount In Rs.) Particulars A. Cash flow from / (used in) operating activities -5,513, ,847,730 B Cash Flow from Investment Activities 22,445,446-56,132,481 C. Cash Flow from Finance Activities -10,716, ,153,307 Net decrease in cash and cash equivalents during the year (A+B+C) 6,214,958-6,826,904 Cash and cash equivalents at the beginning of the year 8,716,953 15,543,858 Cash and cash equivalents at the end of the year 14,931,911 8,716,954 For E.A. Patil & Associates Alok Pathak Saurabh Dani Chartered Accountants Firm Registration No W Managing Director Whole - Time Director CA E.A. Patil Partner Membership No: V. Chandrashekar Whole Time Director & Company Secretary Place: Navi Mumbai Date: 27th May, 2014 Page 60

65 Notes to the Abridged Financial Statements Currency : Indian Rupee 1. 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, 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 31 st 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 Tangible Assets Furniture and Vehicles fixtures Total as at Total as at March31,2014 March31,2013 Original Cost As at 1st April, ,649, ,675 1,057,142 6,807,546 1,740,915 Additions 596, ,760 5,066,631 Deletions As at 31 March, ,246, ,675 1,057,142 7,404,306 6,807,546 Accumulated depreciation and amortization As at 1st April, ,147-6, ,218 1,122, ,447 Depreciation for the period 2,137,791 17, ,262 2,272, ,205 Deductions/Adjustments during the period As at 31 March, ,649,938-23, ,480 3,394,789 1,122,652 Net block as at 31 March ,596,551-77, ,662 4,009,517 5,684,894 Net block as at 31 March ,137,582-94, ,924 5,684, ,468 Page 61

66 Notes to the Abridged Financial Statements Currency : Indian Rupee 5. 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 employee expenses 115,542, ,625,090 Contribution to provident & other funds (120,885) 1,958,418 Staff welfare 638, ,162 Insurance Charges 767, ,598 Director's remuneration 6,218, ,667 Total 123,047, ,584,935 3) Provisions made by the company during the FY are as below: Sr. No Nature of Provision Amount (In Rs.) % of Total income 1 Provision for Bad and doubtful debts 2,098, % 2 Provision for leave encashment and 1,093, % gratuity 3 Provision for rent equalization 148, % 4 Provision for taxation (2,731,082) -1.15% 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* 11,73,72,310 12,76,16,445 Interest receivable* 2,22,30,582 25,27,381 Advance to creditors 12,700 4,76,906 Rent deposits - 7,000 13,96,15,593 13,06,27,733 Less: Provision for loans & advances & Interest receivable Loan & Interest receivable from Related parties* (38,61,005) (38,61,005) 13,57,54,588 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, Page 62

67 Notes to the Abridged Financial Statements Currency : Indian Rupee 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. ii. 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. 7) Following statutory payments relating to FY are yet to be paid by the Company : Sr. No Nature of Tax Amount (In Rs.) 1 Service tax payable 6,564,556 2 TDS payable 15,414,223 3 VAT payable 1,023,390 4 PT payable 34,875 5 LBT Payable 106,143 6 PF Payable 1,475 Total 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. Balances with banks; 14,304,871 8,374, Cheques, drafts on hand; Cash in hand; 627, , Others (specify nature) - - Page 63

68 Notes to the Abridged Financial Statements Currency : Indian Rupee 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 Software Consultancy Services Software License Sale Total Income 168,143,638 41,849, ,993,239 Accounts 76,647,135-76,647,135 Receivables Unbilled Revenue 11,177,817-11,177,817 Geographic Segments As at March 31, 2014 and for the year then ended Total Particulars India Rest of World Total Total income 91,063, ,929, ,993,239 Accounts receivables 9,523,967 67,123,168 76,647,135 Unbilled revenue 1,343,000 6,304,056 7,647,056 2) Related Party Disclosures: (a) Names of related parties and nature of relationship where control exists: Sr. No Category of Related parties Names 1 Subsidiaries 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

69 Notes to the Abridged Financial Statements Currency : Indian Rupee 2 Key Management personnel 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 ) 3 Parties with substantial interest 1) Secure Matrix Solutions Private Limited 2) Dani Financial Products Private Limited 3) Relatives of key managemen personnel 4 Associates Idhasoft Limited (b) Transactions and balances with related parties Nature of the transaction Subsidiaries Key management personnel Parties with substantial interest Transactions during the year ended 31 March March 31,2014 March 31,2013 March 31,2014 March 31,2013 March 31,2014 March 31,2013 Investments purchased 5,495 5,381, Sale of Investments Service Income 31,096,270 27,172, Remuneration paid - 6,218, ,667 1,050,001 1,800,000 Loans given ,298, ,830,311 Loans recovered - 132, ,591,590 8,311,191 Interest income - 234, ,892,445 1,764,200 Interest paid - - 2,456, , , ,301 Loan Taken - - 1,800,000-9,550,000 - Loan Repaid - - 1,200,000-5,750,000 - Rent paid ,000 Rent received Allotment of equity shares ,999,976 63,221,500 5,000,000 5,350,000 Allotment of preference shares 2,972, Share application money - - 3,000,000 39,850, Debenture application money received Balance as at 31 March Investments 156,742, ,657, ,218, ,218,270 Debtors 26,134,369 93,637, ,027, ,938 Creditors ,975,343 - Loans receivable - 3,097, ,225, ,283,320 Interest Receivable ,467,401 1,764,200 Loan Payable ,020,302 9,420,302 3,800,000 - Interest Payable ,025 97, ,632 Dividend Payable 1,177, Page 65

70 Notes to the Abridged Financial Statements Currency : Indian Rupee 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 March 31,2013 A (i) (ii) Key management personnel *Remuneration to Directors Saurabh Dani 3,200, ,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 Companies Act, Share application money received Saurabh Dani - 39,850,000 Dr. Ramesh Subhramanium 3,000,000 - (iii) (iv) (v) (vi) (vii) CCP Application Money Saurabh Dani Allotment of Equity shares Saurabh Dani Interest Expenses Saurabh Dani Loan Taken Saurabh Dani Loan repaid Saurabh Dani 2,972,714-19,999,976 63,221,500 2,456,239 1,333,381 1,800,000-1,200,000 - Page 66

71 Notes to the Abridged Financial Statements Currency : Indian Rupee B Subsidiaries (i) Service income Prism Informatics, Thailand TLC Technologies Ltd Prism Informatics Pte Ltd Prism Software Consultancy, JLT - 3,233,000 10,930,600 14,737,830-2,643,389 20,165,670 6,558,190 31,096,270 27,172,409 (ii) Investments purchased Prism Informatics Pte Ltd Prism Infoglobal Limited, Seychelles - 5,381,924 5,495-5,495 5,381,924 (iii) Loans recovered Prism Software Consultancy JLT - 132, ,681 (iv) Interest Income Prism Software Consultancy, JLT - 5,810 Prism Informatics Pte Limited, Singapore - 228, ,354 (v) Provision for outstanding receivables Prism Informatics Europe AG - 7,111,100 Prism Informatics Pte Limited, Singapore - 10,361,035 Prism Informatics, Thailand - 11,356,636 TLC Technologies Ltd 28,802,760 11,986,200 28,802,760 40,814,972 Page 67

72 Notes to the Abridged Financial Statements Currency : Indian Rupee (vi) Provision for Interest receivables Prism Informatics Pte Limited, Singapore - 332,949 Prism Informatics Europe AG - 430, ,680 (vii) Provision for Investments Prism Informatics Pte Limited, Singapore Prism Informatics Inc, USA - 31,297,902 25,623,329-25,623,329 31,297,902 (viii) Provision for Loans & Advances Prism Informatics Pte Limited, Singapore - 3,097,325-3,097,325 C (i) (ii) (iii) (iv) Parties with Substantial interest Allotment of Equity shares Bankim Dani Bhuman Dani Secure Matrix Dani Financials Products Pvt Limited CCP Application Money Dani Financials Products Pvt Limited Investments purchased Idhasoft Limited Loans given - 4,050, , ,000 5,000, , ,863,636 Idhasoft Limited 43,298, ,830,311 Page 68

73 Notes to the Abridged Financial Statements Currency : Indian Rupee (v) Loans recovered Idhasoft Limited 53,591,590 8,311,191 (vi) (vii) (viii) (ix) Interest income Idhasoft Limited Loan Taken Dani Financials Products Pvt Limited Loan repaid Dani Financials Products Pvt Limited Interest Expenses Dani Financials Products Pvt Limited 21,892,445 1,764,200 9,550,000-5,750, , ,301 (x) Rent Paid Secure Matrix Solutions Private Limited - 180,000 (xi) Remuneration paid Shilpi Pathak 750, ,000 Bhuman Dani 300, ,000 Page 69

74 Notes to the Abridged Financial Statements Currency : Indian Rupee Balance as at year end March 31,2014 March 31,2013 (i) 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 156,020, ,020,047 25,623,329 25,623,329 31,297,902 31,297, , ,500 5, ,663, ,657,778 (25,623,329) - (31,297,902) (31,297,902) 156,742, ,359,876 Parties with substantial interest Idhasoft Limited 229,218, ,218,270 (ii) Debtors Prism Europe AG Prism Thailand (NEXUS) TLC Technologies Prism Dubai Prism Informatics Inc Prism Informatics Pte (Singapore) Total 229,218, ,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 Parties with substantial interest Idhasoft Limited 1,027, ,938 Total 1,027, ,938 Page 70

75 Notes to the Abridged Financial Statements Currency : Indian Rupee (iii) Creditors Idhasoft Limited 1,975,343-1,975,343 - (iv) Loan s receivable Idhasoft Limited Prism Software Consultancy JLT Prism Inform atics Pte Lim ited, Singapore 114,225, ,519, ,097,325 3,097, ,322, ,380,645 Less: Provision for loans & advances Loan to Prism Inform atics Pte Lim ited, Singapore (3,097,325) (3,097,325) T otal 114,225, ,283,320 (v) In terest Receivable Idhasoft Limited 21,467,401 1,764,200 Prism Inform atics Europe AG 332, ,949 Prism Inform atics Pte Lim ited, Singapore 430, ,731 Less: Provision for Interest Prism Inform atics Pte Lim ited, Singapore 22,231,081 2,527,879 (332,949) (332,949) Prism Inform atics Europe AG (430,731) (430,731) T otal 21,467,401 1,764,200 (vi) Loan Payable Dani Financials Products Pvt Lim ited 3,800,000 - Saurabh Dani 10,020,302 9,420,302 T otal 13,820,302 9,420,302 (vii) In terest Payable Dani Financials Products Pvt Lim ited 203,632 - Saurabh Dani 227,025 97,875 T otal 430,657 97,875 Page 71

76 Abridged Consolidated Financial Information Page 72