NOTE: 1 CORPORATE INFORMATION:
5paisa Capital Limited [“5PCL”] is engaged in providing an online technology platform for trading in National Stock Exchange of India Limited & BSE Limited through web-based trading terminal, mobile application and a state of the art Call and Trade Unit. 5PCL is also a SEBI approved Research analyst, a Depository Participant under CDSL and registered member of AMFI. 5PCL provides a wide range of financial services to its customers including depository services, distribution of mutual funds, bonds and debentures, Equity and Mutual fund research etc. through its technology-based platforms.
NOTE: 2
A) Scheme of Arrangement between IIFL Holdings Limited and 5paisa Capital Limited
The Scheme of Arrangement between IIFL Holdings Limited and 5paisa Capital Limited was approved by National Company Law Tribunal, Mumbai Bench (“NCLT”) on 06.09.2017. The certified true copy of the order was duly filed with Registrar of Companies, Mumbai and the Scheme was made effective from 30.09.2017. Pursuant to order of NCLT, Mumbai Bench, 5paisa digital Undertaking (the undertaking) on going concern basis was vested from IIFL Holdings Limited (IHL) to 5paisa Capital Limited (5PCL) w.e.f the appointed date i.e. 01.10.2016.
5paisa Digital Undertaking Business includes development/ maintenance of technology application for online trading through trading terminal and mobile application, source code of mobile application, domain name (5paisa.com), software rights, brand i.e. 5paisa establishment, protection and support, Infrastructure and facilities services etc.
In accordance with the said Scheme of Arrangement:
1 a. The whole of the undertaking including all assets and liabilities of the undertaking were transferred to and vested by IHL to 5PCL at respective book values from 01.10.2016.
b. The equity share capital of 5 PCL of Rs.177,165,000 held by IHL was cancelled and in lieu of the same 5PCL issued 12,739,022 equity shares Rs.10 to the shareholders of IHL, whose names appear in the Register of Members of IHL on the Record Date i.e. 18th Oct 2017.
c. The excess of net assets value of 5paisa Digital Undertaking transferred to 5 PCL over the value of equity shares referred to in (c) above, as reduced by the face value of the equity share capital of 5PCL cancelled, referred in (b) above, has been recorded as “Capital Reserve” in March 2017 financials which has been arrived as follows:-
2 During the period between the appointed date and the effective date, IHL carried on the business and activities relating to the said Undertaking and held the properties and assets pertaining to the said Undertaking for and on account of and in trust for 5PCL. All the profits or income accruing or arising to IHL or expenditure or loss arising or incurred or suffered by IHL pertaining to the said Undertaking during the period 01.04.2017 to 30.09.2017 have also been incorporated in these financial statements.
3 The Company has accounted for the scheme with effect from 1st October 2016 and accordingly the comparative previous year figures have been recast after giving effect to the Scheme.
*No Interest has been paid/is payable by company during the year to “Suppliers” referred under the Micro, Small & Medium Enterprises Development Act, 2006. The aforementioned is based on the response received by the Company to its inquiries with suppliers with regards to applicability under the said act.
NOTE: 3.
The Company operates from and uses the premises, infrastructure and other facilities and services as provided to it by group companies which are termed as ‘Shared Services’. Hitherto, such shared services consisting of administrative and other revenue expenses paid for by the Company were identified and recovered from them based on reasonable management estimates, which are constantly refined in the light of additional knowledge gained relevant to such estimation. These expenses are recovered on an actual basis and the estimates are used only where actual were difficult to determine.
NOTE: 4. SEGMENT REPORTING:
In the opinion of the management, there is only one reportable business segment as envisaged by AS 17 ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India. Accordingly, no separate disclosure for segment reporting is required to be made in the financial statements of the Company.
NOTE: 5. There is no pending litigation by and on the Company as on the balance sheet date.
NOTE: 6. CAPITAL AND OTHER COMMITMENTS AT BALANCE SHEET DATE
There are outstanding commitments to the tune of Rs.1.11 Million (PY Rs.4.11 Million)(net of advances) of the total contractual obligations entered by the company.
NOTE: 7. The shareholders of the Company have approved two Esop scheme(s) having a pool size of 6,00,000 options each i.e. 5paisa Capital Limited Employee Stock Option Scheme 2017 and 5paisa Capital Limited Employee Stock Option Trust Scheme 2017. The Nomination and Remuneration Committee of the Board of Directors of the Company granted 2,20,000 options under 5paisa Capital Limited Employee Stock Options Scheme 2017 to the eligible employees of the Company on January 29, 2018. Further, the Scheme(s) has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014.
NOTE: 8. Previous year figures are re-grouped, re-classified & rearranged, wherever considered necessary to confirm to current year’s presentation.
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