1) Corporate information
Allied Digital Services Limited (referred to as “ADSL” or the “Company”) is renowned as a leading Global IT Transformation Architect, having its operations in pan India, USA, Australia, Europe and Middle east Asia with an impeccable track record for designing, developing, deploying digital solutions and delivering end-to-end IT infrastructure services. It provides wide range of information technology and consultancy services including Infrastructure Services, End user IT Support, IT asset life cycle, enterprise applications and integrated solutions.
The Company’s registered office is in Mumbai and has presence in pan India, and it has Subsidiary companies in USA, UK, Singapore and Australia.
(a) Rights, Preferences and restrictions related to equity shares
The company has only one class of equity shares having par value ofRs. 5 per share. Each holder of equity shares is entitled to one vote per share.
The Company Stock Options Plans which are summarized as under:
(i) Stock Option Scheme (2010)
The Company by a Special Resolution passed at Annual General Meeting held on 29th September 2010 approved the Employee Stock Option Scheme under section 79A of the Companies Act, 1956 to be read along with SEBI (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999 whereby 30,00,000 options convertible into Equity Shares ofRs. 51- each to be granted to eligible employees of the Company. This stock option scheme is titled as "‘ESOP 2010”. Out ofthe same 4,87,500 options have been granted during the financial year 2012-13. Of these 1,87,500 options have lapsed as the employees holding the said numberof grants have been terminated during FY 2015-16.
(e) Issue of Shares other than Cash
Details of Shares allotted as fully paid up by way of bonus shares before March 31, 2014
The Company allotted 13,22,300 equity shares ofRs. 10 each as fully paid-up bonus shares by capitalisation of reserves in 1999-2000
The Company allotted 71,05,605 equity shares ofRs. 10 each as fully paid-up bonus shares by capitalisation of reserves in 2006-2007
(f) Buy- Back of Equity Shares
The Board of Directors ofthe Company in their meeting held on February 18, 2011 had resolved to buyback (“Buyback”) its fully paid-up equity shares of the face value ofRs. 51- each (Equity Shares) from the existing Equity Share owners of the Company, other than Promoters of the Company. This Buy back was to be made from the stock exchange in accordance with the provisions of Sections 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 (“the Act”) and Securities and Exchange Board of India (Buy Back of Securities) Regulation, 1998 (“the Regulation”) and the relevant provisions of Memorandum of Association and Articles of Association ofthe Company. The maximum price at which this buy back was to be executed was not to exceed Rs. 140/- per Equity Share (“Maximum Buyback Price”) payable in cash, and the maximum amount allocated for the Total Buy Back was Rs. 2,800 Lakhs (“Offer size”). The Date of Opening of the buyback was April 25, 2011 and last Date for the Buyback was February 17, 2012. No buy back of shares was made by the Company during the year under consideration.
During the financial year 2011-2012 , the Company has bought back 5,97,075 Equity Shares fora Total Consideration of Rs. 324.87 Lakhs. The Bought back shares have been duly extinguished by the Company.
(i) Details of Security Offered to Banks forWorking Capital Facilities
Following securities have been offered to banks with the first charge with State Bank of India and pari pasu charged with Barclays Bank
(a) Mortgage of Building No.4, Sector 1, MBP, MIDC, Mahape, Navi Mumbai
(b) Mortgate of Earnest House, 13 Floor, Nariman Point, Mumbai
(c) Mortgage ofGala no 3,4,7, 301,302,305,306.307 & 308 Bldg No 3, Sector lll,MIDC Mahape, Navi Mumbai ( d) Hypothecation Charge on Movable assets except Vehicles
(e) Hypothecation Charge on Current Assets
(f) Personal Guarantee of Promotors
During the year the Company has entered into one time settlement (OTS) with respect to its funded & non funded based dues payable to State Bank of India (“SBI”) by assignment of its dues to Kotak Mahindra Bank. The OTS was accepted by SBI vide its letterdated 23rd March, 2018. The details ofthe same is as under:
As a result of the above settlement, now the Company is not required to pay the amount of unpaid interest which was payable to SBI to the tune ofRs. 10.20 crores for which the company had made the provision in the books of accounts (Rs. 4.80 crores for FY2016-17and Rs. 5.40 crores forthe FY 2017-18).
The dues to SBI is settled by Kotak Mahindra Bankduring the April 2018.
Considering the facts that SBI had accepted the OTS before the year end and further that all the formalities of this settlement including the movement of funds from Kotak Mahindra Bank to SBI was completed before the approval of the financials by the Board, the management has given the financial impact of the above settlement in the books of the company for the FY 2017-18.
The Company has not received any instruction from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures if any, relating to amounts unpaid as at the year end,together with interest payable, as required under the said Act, have not been given.
Note 2
1) Employee Benefits Gratuity Plan
(i) An amount of Rs.lakhshas been recognized towards the Employees Gratuity Fund against the liability of Rs.lakhsas per the Actuarial Valuation for Gratuity as on 31st March 2018. The Company has its Employees Gratuity Fund managed by Birla Sun Life Insurance Company. The particulars under AS 15 (Revised) furnished below are those which are relevant and available to the company and which are as per the Acturial Valuation Report:-
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