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PCS Technology Ltd. Annual Report 2021

Aug 23, 2021

64029_rns_2021-08-23_21c417d8-b27a-4228-8333-2a4707bd60e3.pdf

Annual Report

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Date:- 23/08/2021

To, The Secretary, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 001

Stock Code: 517119

Dear Sir/ Madam,

Sub: Notice of 40" Annual General Meeting and Annual Report for the financial year 2020-21.

The 40" Annual General Meeting (AGM) of the Company is scheduled to be held on Wednesday, 22 September, 2021 at 12.30 P.M. IST through video conferencing (VC) / other audio visual means (OAVM). Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed Notice convening the 40th AGM of the Company and Annual Report for the financial year 2020-21, sent to the members through electronic mode.

The Annual Report containing the Notice is also uploaded on the Company's website- www.pcstech.com

The Company is pleased to provide to its members the facility to exercise their right to vote on the resolutions proposed to be passed at the AGM by electronic means. The date and time of remote e-voting facility are as under:

Cut-off date for determining the eligibility to
vote by electronic means or during the AGM
Tuesday, 15 September, 2021
Date and time of commencement of remote 19 September, 2021 at 10.00 AM
e-voting _
Date and time of end of remote e-voting 21 September 2021 at 05.00 PM

This is for your information and records.

Thanking you,

Yours faithfully, For PCS Technology Limited

lu——

Mehul Monani Company Secretary and Compliance Officer

40th annual report 2020-21

BOARD OF DIRECTORS

Mr. G. K. Patni (DIN - 00014163) Chairman Mr. A. K. Patni (DIN - 00014194) Vice Chairman Mr. H. C. Tandon (DIN - 00037611) Director Mr. Satish Ajmera (DIN - 00208919) Director Mr. G. M. Dave (DIN - 00036455) Director (Expired on 16-08-2021) Mr. K. K. Barjatya (DIN - 00107064) Director Mrs. Vandana Gupta (DIN - 07117752) Director

Mr. M.P Jain Chief Financial Officer

Mr. Bhaskar Patel Chief Executive Officer

Mr. Mehul Monani Company Secretary

AUDITORS

Vinod K Mehta & Co. Chartered Accountants, Mumbai

REGISTERED OFFICE

82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015

REGISTRAR & SHARE TRANSFER AGENT

M/s. Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059 Tel: 022 62638200

CONTENTS
Notice to Members1-5
Directors' Report5-28
Independent Auditors' Report 29
Standalone Balance Sheet 30
Standalone Statement of Profit & Loss31
Standalone Statement of Changes in Equity 32
Standalone Cash Flow Statement 33-34
Notes to Standalone Financial Statements35-51
Consolidated Independent Auditors Report76-77
Consolidated Balance Sheet 78
Statement of Consolidated Profit & Loss Account 79
Consolidated Statement of Changes in Equity 80
Consolidated Cash Flow Statement 81-82
Notes to Consolidated Financial Statements83-100

40th ANNUAL GENERAL MEETING

Day, Date & Time : Wednesday, 22nd September, 2021, 12.30 p.m. Through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

fortieth Annual Report 2020-2021

NOTICE TO MEMBERS

NOTICE is hereby given that the 40th ANNUAL GENERAL MEETING of PCS TECHNOLOGY LIMITED will be held on Wednesday, 22nd September,2021 at 12:30 p.m through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March,2021 together with the Reports of the Board of Directors and Auditors thereon.

2. Toappoint a Director in place of Mr. Ashok kumar Patni(DIN - 00014194) who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS:

3. To alter the Articles of Association of the Company by adopting new set of Articles of Association in alignment with the Companies Act, 2013. To consider and, if thought fit to pass the following resolution as a Special Resolution:

"RESOLVED that pursuant to the provisions of Section 14, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules 2014 or any other law for time being in force (including any statutory modification(s) or re-enactment thereof for time being in force) consent of the members of the Company be and is hereby accorded to the alter the existing Articles of Association of the Company by adoption of a new set of Articles of Association in substitution, and to the entire exclusion of the Articles contained in the existing Articles of Association of the Company as available for inspection in the meeting and at the registered office of the company during working hours.

"RESOLVED FURTHER that the Board be and is hereby authorised to take such steps and do all such acts, deeds and things as is considered necessary, expedient, usual, proper or incidental in relation to the said matter and take such actions and give such directions as they may consider necessary or desirable to give effect to this resolution."

Registered Office

82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015 CIN - L74200MH1981PLC024279 Mumbai, 31st May, 2021

By Order of the Board For PCS Technology Ltd.

Company Secretary & Compliance Officer

Mehul Monani

NOTES :

  • 1. In view of the continuing Covid-19 pandemic, the Annual General Meeting ("AGM") of the Company will be held through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
  • 2. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
    1. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, [email protected].
    1. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday,15th September, 2021 till Wednesday, 22nd September, 2021.

Information on Directors recommended for appointment/ re-appointment at the Annual General Meeting as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

Re-appointment of Mr. Ashok Kumar Patni (DIN : 00014194) (Item no. 2)

Mr. Ashok Kumar Patni serves as Non-Executive Vice Chairman of PCS Technology Limited and has been its Director since April 22, 1981.

He is a Mechanical Engineer from IIT, Mumbai. He has over 22 years of experience in computer hardware and systems software.

Mr. Ashok Kumar Patni was also Co-founder of Patni Computer Systems Ltd. Mr. Patni served as Joint Managing Director of PCS Technology Limited in year, 2005. Mr. Patni has contributed significantly in the past to the growth of the hardware and Software business of the Company.

Listed Companies (other than PCS Technology Limited) in which Mr. Ashok Kumar Patni holds the directorship and Committees membership:

  • Directorship in 14 Companies namely:
  • PCS Cullinet Pvt. Ltd
  • Ashoka Computer Systems Pvt. Ltd
  • PCS Finance Private Ltd.
  • PCS Infotech Limited
  • PCS Positioning Systems (India) ltd.
  • Saulese Energija Ltd
  • Gemstone Real Estate Pvt. Ltd
  • Patni Healthcare Pvt Ltd.
  • Kalpavruksh Systems Pvt Limited
  • Currae Capital Finance Pvt Ltd
  • Patni Financial Advisors Pvt ltd
  • Patni Software Services Pvt Ltd.
  • Apoovas Advisement Services Private Limited
  • Yanshvar Emonisis Consultatory Private Limited

Chairperson of Board Committees:

Nil

1

Member of Board Committee:

Member of Stakeholders Relationship Committee - PCS Technology Limited

Member of Corporate Social Responsibility Committee - PCS Technology Limited

Member of Nomination and Remuneration Committee - PCS Technology Limited

Shareholding in the Company:

5,75,995 shares

Disclosure of relationships between directors inter-se

Relative

3. Voting through electronic means

Pursuant to the provisions of section 108 of the Companies Act, 2013 and amended Rule 20 of Companies (Management and Administration) Rules, 2014, and also pursuant to Regulation 44(1) of SEBI (LODR) Regulation, 2015, the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL). It is hereby clarified that it is not mandatory for a member to vote using the e-voting facility, and a member may avail this facility at his/her/its discretion, subject to compliance with the instructions prescribed below:

The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/ OAVM but shall not be entitled to cast their vote again.

The instructions for members for voting electronically are as under:-

The remote e-voting period begins on Sunday, 19th September, 2021 at 10:00 a.m and ends on Tuesday, 21st September, 2021 at 5:00 p.m. during this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 15th September,2021, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

CDSL e-Voting System – For Remote e-voting and e-voting during AGM/EGM

    1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.
    1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
    1. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
    1. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
    1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.pcstech.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.

  1. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/ OAVM ARE AS UNDER:

  • I) The remote e-voting period begins on Sunday, 19th September, 2021 at 10:00 a.m and ends on Tuesday, 21st September, 2021 at 5:00 p.m. during this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 15th September,2021, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
  • (i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

fortieth Annual Report 2020-2021

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders Login Method
Individual
Shareholders holding
securities in Demat
mode with CDSL
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be
made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System
Myeasi.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the
evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to
see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/
EasiRegistration
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual
Shareholders holding
securities in demat
mode with NSDL
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by
typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of
e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new
screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see
e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register
Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login"
which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual
Shareholders (holding
securities in demat
mode) login through
their Depository
Participants
You can also login using the login credentials of your demat account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk by sending a request
Demat mode with CDSL at [email protected] contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL helpdesk by sending a
Demat mode with NSDL request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(iv) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

The shareholders should log on to the e-voting website www.evotingindia.com.

  • 1) Click on "Shareholders" module.
  • 2) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

3) Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

4) If you are a first-time user follow the steps given below:

For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as
well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the
sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank
Details
OR Date of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the
company records in order to login.

If both the details are not recorded with the depository or company, please enter the member id / folio number in the
Dividend Bank details field as mentioned in instruction (v).
  • (v) After entering these details appropriately, click on "SUBMIT" tab.
  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (viii) Click on the EVSN for the relevant PCS Technology Limited on which you choose to vote.
  • (ix) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) Facility for Non – Individual Shareholders and Custodians –Remote Voting

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

    1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for Remote e-voting.
    1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
    1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
    1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
    1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
    1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
    1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request from 16th September, 2021 (9.00 a.m. IST) to 18th September, 2021 (5.00 p.m IST) mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
    1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
    1. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

fortieth Annual Report 2020-2021

  1. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

    1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
    1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
    1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

General:

  • a. Members holding shares in Physical or dematerialized form, as on the cut-off date of 15th September, 2021, shall only be entitled to avail the facility of Remote E-voting or voting through polling paper at the AGM. .
  • b. The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 15th September, 2021.
  • c. M/s A. M. Sheth & Associates failing her M/s. M. M. Sheth & Co. , Practicing Company Secretary, Mumbai, has been appointed as Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.
  • d. The scrutinizer shall within a period of not exceeding three working days from the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in employment of the Company and make a scrutinizer's report of the votes cast in favor or against, if any, Forth with to the Chairman of the Company.
  • e The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.pcstech.com and on the website of CDSL www.evotingindia.com immediately. The Company shall simultaneously forward the results to BSE Limited.
  • f. All correspondence regarding shares of the Company should be addressed to the Company's Registrar and Transfer Agent, Bigshare Services Pvt ltd at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road| Marol , Andheri East, Mumbai 400059, Tel No : 022- 62638200.
  • g. All the documents referred to in the accompanying Notice shall be available for inspection through electronic mode, on the website of the Company at www.pcstech.com.
  • h. During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, shall be available for inspection upon login at CDSL e-voting system at www.evotingindia.com. The same would also be available on the website of the Company at www.pcstech.com.
  • i. The Securities and Exchange Board of India (SEBI) vide its circular dated 20th April, 2018 has mandated registration of Permanent Account Number (PAN) and Bank Account Details for all securities holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details and Contact Details to Bigshare services Pvt Ltd by sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque. The original cancelled cheque should bear the name of the Member. In the alternative Members are requested to submit a copy of bank passbook / statement attested by the bank. Members holding shares in demat form are requested to submit the aforesaid information to their respective Depository Participant.
  • j. The Members are requested to register their e-mail ID or new e-mail ID (if there is any change in email ID which has already been registered) with the Depository Participant, for shares held in demat form or for shares held in physical form.
  • k. SEBI vide its Notification dated June 8, 2018 and further amendment vide its Notification dated November 30, 2018, prescribed that the requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialised form with the depositories. Therefore, the Members holding shares in physical form are requested to take action to dematerialise the equity shares of the Company promptly.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 3

TO ALTER THE ARTICLES OF ASSOCIATION OF THE COMPANY BY ADOPTING NEW SET OF ARTICLES OF ASSOCIATION IN ALIGNMENT WITH THE COMPANIES ACT, 2013

The existing Articles of Association ("AoA") of the Company are based on the Companies Act, 1956 are no longer in conformity with the 2013 Act. With coming into force of 2013 Act, several regulations of AOA requires alteration/deletion. Therefore, it is considered expedient to adopt a new set of Articles of Association (primarily based on Table F set out under Schedule I to the Companies Act, 2013) in place of existing AOA.

As per the provisions of Section 14 & 15 of the Companies Act, 2013 and other applicable provisions of the Act and rules made thereunder, a special resolution has to be passed by the members of the Company for adoption of amended and restated AOA of the Company.

The Board recommends the above resolution to the shareholders for their approval as Special Resolutions. A copy of amended and restated AOA of the Company would be available for inspection of the members at the Registered Office of the Company during the business hours on any working day.

None of the Directors and Key Managerial Personnel of the Company or their relatives in any way concerned or interested financially or otherwise, in the resolution set out at item No. 3 of the accompanying notice.

Registered Office

82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015 CIN - L74200MH1981PLC024279 Mumbai, 31st May, 2021

By Order of the Board For PCS Technology Ltd.

Mehul Monani Company Secretary & Compliance Officer

DIRECTOR'S REPORT

The Members,

PCS TECHNOLOGY LIMITED

Your Directors of the Company are pleased to present you the 40th Annual Report of the Company along with the statement of Standalone Audited Financial Statements for the financial year ended 31st March 2021.

FINANCIAL RESULTS

Key highlights of standalone Audited Financial Results of the Company for the financial year 2020-21 are tabulated below:

(Rs. In lakhs)
Particulars Financial Year ended Financial Year ended
31.03.2021 31.03.2020
Net sales and services 25.98 29.90
Gross Profit / (Loss) before depreciation and impairment on investments 91.38 153.33
Depreciation (24.80) (25.10)
Profit/(Loss) for the year from Operations before impairment on investments 66.58 128.23
Exceptional Items 14.00 (661.67)
Profit / (Loss) for the year from Operations after impairment on investments 80.59 (533.43)
Provision for Taxation (Net) (37.89) 3.83
Profit / (Loss) for the year / available for Appropriation 42.70 (529.60)

OPERATIONS

In view of the continuing scenario, the company did not enter in its existing line of business. The Company however, preferred to preserve its financials and with this view, had parked funds with the Banks in term deposits to derive income. The Company, in the current year earned revenue amounting to Rs 278.69 lacs (Previous year Rs 421.13 Lacs) and Profit before Exceptional Items amounting to Rs 66.85 Lacs (Previous year Rs 128.23 Lacs). The Company has maintained positive level of profitability by cutting down various costs and proper utilization of funds.

Also, the Company, in the past has invested funds in Bonds. The Market value/Resale value of some of the bonds has declined. On the ground of this external factor, the excess of carrying value over realizable value amounting to Rs.479.79 Lakhs for the last year is accounted for as "Exceptional Item" and for the current year gain on impairment on investments amounting to Rs. 14 lakhs is accounted for as "Exceptional Item", , Exceptional items for the year ended 31st March 2020 also includes amount of Rs 167.58 lacs which has been paid for in availing Sabka Vishwas (Legacy Disputes Resolution) 2019 to central government in complete resolution of past disputed Service tax liability.

Adequacy of Internal Financial Control: The Company has in place adequate internal control procedures commensurate with the size of the Company and the nature of its business.

EXTRACTS OF ANNUAL RETURN

In accordance with sub-section (3) of Section 92 of the Companies Act, 2013, an extract of the Annual Return in prescribed in the Form MGT 9 is annexed and marked as Annexure 1 to the Board's Report.

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for Equity Shares for the financial year ended 31st March, 2021.

During the year under review, the Company by passing a Board Resolution on 17th March, 2021 has approved payment of gross Dividend of Rs. 35,77,500 on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rs. 10/- each fully paid up and net amount of dividend was distributed after deducting the TDS.

RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the financial year to which the financial statements relate.

ANNUAL PERFORMANCE EVALUATIONS

The Board evaluated the effectiveness of its functioning and that of the Committees and of the individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

Further, the Independent Directors at their meeting, reviewed the performance of Board as a whole and performance of Chairman of the Company and also of Non-Executive Directors.

The criteria for performance evaluation as laid down by the Nomination Committee are mentioned in Corporate Governance attached to the Directors' Report of the Company.

Appointment

No Director has been appointed in the Company in the F.Y- 2020-21

Cessation

No Director has resigned as Director in the Company in the F.Y- 2020-21.

fortieth Annual Report 2020-2021

Retirement by Rotation

As per Article 135, of the Articles of Association of the Company, Mr. Ashok Kumar Patni (Din- 00014194), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment on the Board of your company.

Declaration given by Independent Director

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

Board and Audit Meetings

During the year under review, 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors' Appointment and Key Managerial personnel and Remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

The Remuneration Policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Currently, the Board has four Committees namely: Audit Committee, Stakeholders' Relationship Committee (SRC), Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee (CSR Committee).

The Composition of each of the committee is mentioned in the Annexure 2 of the Boards' Report.

STATUTORY AUDITOR

Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co., Chartered Accountant (Firm Registration No.111508W) was appointed as Statutory Auditors of the Company at the AGM held on 20th September, 2017 to hold office till the conclusion of the 41st AGM of the Company and as required by the provisions of the Companies Act, 2013, the requirement for annual ratification of the Auditors Appointment at the Annual General Meeting has been omitted pursuant to the Companies (Amendment) Act, 2017 notified on 7th May, 2018.

SECRETARIAL AUDITOR

Mr. Divyesh Ninjibhai Vanpariya of M/s. DNV & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2020-21 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2020-21 forms part of the Annual report as Annexure 3 to the Board's Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the ongoing concern status and Company's operations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

    1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
    1. Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2021 and of the profit of the Company for the said year;
    1. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
    1. Annual Accounts have been prepared on a going concern basis.
    1. Internal Financial controls are followed by the Company in adequate manner and are operating effectively.
    1. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the provisions relating to CSR contained in Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four Directors of the Company namely :

Mr. Girish Dave, Non-Executive Independent Director,

  • Mr. Gajendra Kumar Patni, Non-Executive Director,
  • Mr. Ashok Kumar Patni, Non-Executive Director and
  • Mr. Harish Chandra Tandon, Non-Executive Director

The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013. CRS has been integral part of the Company. The CSR policy on the Company is displayed on Company's website www.pcstech.com.

During the year under review, the Company has not made any provision for the CSR expenditure as it is not covered under the conditions as prescribed under Section 135 (1) of the Companies Act, 2013.

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the provisions of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 4

SUBSIDIARY COMPANY

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the financial year ended 31st March 2021 namely, PCS Positioning Systems (India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed and marked as Annexure-5(A) of the Annual Report. In accordance with fifth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.pcstech.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The particulars of arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is annexed and marked as Annexure- 5(B).

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy.

The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in compliance to the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website www.pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the regulations of SEBI (LODR), Regulation 2015 and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 6 to the Board's Report.

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 7 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees given and Investments made during the year under review under Section 186 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this report and marked as Annexure 8.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

On behalf of the Board of Directors

Gajendra Kumar Patni Chairman Mumbai, 31st May, 2021 (Din:00014163)

fortieth Annual Report 2020-2021

DIRECTOR'S REPORT

Annexure I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR 31.03.2021

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

CIN L74200MH1981PLC024279
Registration Date 22/04/1981
Name of the Company PCS Technology Limited
Category/Sub-category of the Company Information Technology & Information Technology Enabled Services
Address of the Registered office & contact details Registered Office : 82/6/1, Solar Park, Shop no.6, Pune-Alandi Road,
Dattanagar, Dighi- Pune- 411015.
Whether listed company Yes
Name, Address & contact details of the Registrar & Transfer Agent, if any. M/s. Bigshare Services Private Limited ,1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059
Tel: 022 62638200

II. PRINCIPAL BUSSNESS ACTIVITIES OF THE COMPANY-the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Computer software and related Activities 6202 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.
No
Name and Address of the Company CIN/GLN Holding/subsidiary /
Associates
% of Share held Applicable
Section
1 PCS Positioning Systems(I) Ltd,
Add:-S. No.1, F-1, Irani Market Compound,
Yerawada, Pune 411106
U72900PN2004PLC019448 Subsidiary (WOS) 100% 2(87)
2 PCS Infotech Ltd
Add:-S. No.1, F-1, Irani Market Compound,
Yerawada, Pune 411106
U72900PN2012PLC145598 Subsidiary (WOS) 100% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the
year
No. of Shares held at the end of the year % Change
during
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
the year
A. Promoters
(1) Indian
(a) Individual/ HUF 1847647 1000 1848647 8.82% 1717711 1717711 8.20% 0.62
(b) Central Government - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate / Company 5704679 - 5704679 27.23% 5704679 - 5704679 27.23% -
e) Banks / Financial Institutions - - - - - - - - -
f) Director/Relatives 7146485 184 7146669 34.12% 7277421 128 7277549 34.74% 0.62
g) Any other - - - - - - - - -
Sub Total A(1) 14698811 1184 14699995 70.17% 14699811 128 14699939 70.17% -
(2) Foreign
a) Individuals (NRIs/Foreign
Individuals)
- - - - - - - -
b) Other Individuals - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks / Financial Institutions - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of Promoter (A)
=(A) (1)+(A)(2)
14698811 1184 14699995 70.17% 14699811 128 14699939 70.17% -
B. Public Shareholding
1. Institutions
a) Mutual Funds / UTI 126690 4893 131583 0.63% 126690 4893 131583 0.63% -
b) Banks / Financial Institutions 236 759 995 0.01% 236 759 995 0.01% -
c) Central Government - - - - - - - - -
d) State Government - - - - - - - - -
e) Venture Capital Funds - - - - - - -
f) Insurance Companies 213383 - 213383 1.02% 213383 - 213383 1.02% -
g) Foreign Institutional Investors 0 700 700 0.00% 0 700 700 0.00% -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Any Other - - - - - - - - -
Sub Total (B)(1) 340309 6352 346661 1.66% 340309 6352 346661 1.66% -
2. Non-Institutions - - - - - - - - -
a) Bodies Corporate 88227 14192 102419 0.49% 77983 13550 91533 0.44% 0.05%
b) Individuals
i) Individual shareholders holding
nominal share capital upto Rs. 2
lakh
2385019 1375308 3760327 17.95% 2397469 1206609 3604078 17.20% 0.75%
ii) Individual shareholders holding
nominal share capital in excess
of Rs 2 lakh
1516183 - 1516183 7.24% 1539544 - 1539544 7.35% 0.11%
c) Any Other
Foreign Bodies - D R
Other Directors / Relatives 316 316 0.00% - 316 316 0.00% -
Foreign Portfolio Investor
Non Resident Indians 23134 1640 24774 0.12% 23148 1600 24748 0.11% -
OCB - 100800 100800 0.48% 100800 100800 0.48%
Clearing Members 25447 - 25447 0.12% 7963 - 7963 0.04% 0.08%
NBFCs registered with RBI 4214 0 4214 0.02% 4214 0 4214 0.02%
Any other (HUF) 369541 - 369541 1.76% 350864 - 350864 1.67% 0.10%
Any other (IEPF) - - - - 180017 - 180017 0.86% 0.86%
Sub-total (B)(2) 4411765 1492256 5904021 28.18% 4581202 1322875 5904021 28.18% -
Total Public Shareholding (B)=(B)
(1)+ (B)(2)
4752074 1498608 6250682 29.84% 4921511 1329227 6250682 29.84% -
C. Shares held by Custodian for
GDRs & ADRs
-
Grand Total (A+B+C) 19450885 1499792 20950677 100% 19621322 1329355 20950677 100% -

VI. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

SN Shareholding of each Directors and each Shareholding at the beginning of the year Cumulative Shareholding during the year
Key Managerial Personnel No. of shares % of total shares of
the company
No. of shares % of total shares of
the company
1 Gajendra Kumar Patni 5,79,685 2.77% 5,79,685 2.77%
2 Ashokkumar S. Patni 5,75,995 2.75% 5,75,995 2.75%
3 Harish Chandra Tandon 432 - 432 -
4 Kamal Kumar Barjatya 316 - 316 -
5 Mir Prakash Jain 10 - 10 -
6 Bhaskar Patel 100 - 100 -
7 Mehul Monani 12 - 12 -

VI. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

The Company has not availed any loan during the year and is debt free company.

fortieth Annual Report 2020-2021

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL-

a. Remuneration to Managing Director, Whole-time Directors and/or Manager:- N.A

b. REMUNERATION TO OTHER DIRECTORS (INDEPENDENT)

(Rupees)
Particulars of Remuneration Name of Directors Total
Independent Directors Mr. G. M. Dave Mr. Satish Ajmera Mr. K. K Barjatya Mrs. Vandana Gupta
Fee for attending board & committee meetings 90,000 1,00,000 1,00,000 40,000 3,30,000
Commission - - - - -
Others, please specify - - - - -
Total (1) - - - - -
Other Non-Executive Directors - - - - -
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others, please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) - - - - -
Total Managerial Remuneration 90,000 1,00,000 1,00,000 40,000 3,30,000
Overall Ceiling as per the Act Rs. 1,00,000/- per meeting.
The Company pays sitting fees of Rs. 10,000/- per meeting of the Board (for Board &

Committee Meeting attended by the Directors)

VIII. Shareholding of Promoter & Promoter Group

Sn Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. of
Shares
% of total
Shares of
the company
% of Shares
Pledged/
encumbered
to total
shares
No. of Shares % of total
Shares of the
company
% of Shares
Pledged/
encumbered
to total
shares
in share
holding
during the
year
1 The Executor Of Kanchanbai S
Patni –Deceased
61286 0.29% - 61286 0.29% - -
2 The Executor Of Sobhagmal M
Patni –Deceased
130936 0.62% - - - - 0.62%
3 Gajendrakumar S Patni 579685 2.77% - 579685 2.77% - -
4 Ashokkumar S Patni 575995 2.75% - 575995 2.75% - -
5 Apoorva Ashokkumar Patni 500745 2.39% - 500745 2.39% - -
6 Rajkumar Barjatya 760 0.00% - 760 0.00% - -
7 Pankaj Patni 86 0.00% - 86 0.00% - -
8 Ruchi Amit Kumar Patni 152540 0.73% - 152540 0.73% - -
9 Anirudh Narendrakumar Patni 559270 2.67% - 559270 2.67% - -
10 Poonam Narendrakumar Patni 695626 3.32% - 695626 3.32% - -
11 Rajnikanta G Patni 2391081 11.41% - 2456549 11.73% - 0.31%
12 Sadhana A Patni 1694936 8.09% - 1760404 8.40% - 0.31%
13 Amit Kumar Patni 261899 1.25% - 261899 1.25% - -
14 Munish Kumar Gangwal 56 0.00% - 56 0.00% - -
15 Rajrani Gangwal 240 0.00% - 184 0.00% - 0.00%
16 Sooraj Barjatya 145 0.00% - 145 0.00% - -
17 Vasundhara Apoorva Patni 1000000 4.77% - 1000000 4.77% - -
18 Arihant Gajendrakumar Patni 384186 1.83% - 384186 1.83% - -
19 Meeta Devi Gangwal 184 0.00% - 184 0.00% - -
20 Aakriti Amitkumar Patni 2830 0.01% - 2830 0.01% - -
21 Ayushi Amitkumar Patni 2830 0.01% - 2830 0.01% - -
22 Ashoka Computer Systems
Private Limited
1901560 9.08% - 1901560 9.08% - -
23 PCS Cullinet Private Limited 1901559 9.08% - 1901559 9.08% - -
24 PCS Finance Private Limited 1901560 9.08% - 1901560 9.08% - -
Total 14699995 70.17% - 14699939 70.17% - -

IX. CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)

There is no significant change in Promoters Shareholding as on 31st March, 2021.`However, the 130,936 shares held by the Executor Of Sobhagmal M Patni –Deceased were transferred to Mrs. Rajnikanta Patni and Mrs. Sadhana Patni (Transferees) in equal proportion i.e. 65,468 were transferred to each transferee.

X. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs)

SN For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the
No. of shares % of total shares of
the company
No. of shares year
% of total shares of
the company
1 BALRAM BHARWANI 842635 4.02% 842635 4.02%
2 MUKESH MOHANLAL KELAWALA HUF 255300 1.22% 255300 1.22%
3 RUPANKI PRASHANT SHAH 137000 0.65% 134384 0.64%
4 GENERAL INSURANCE CORPORATION OF INDIA 127962 0.61% 127962 0.61%
5 CANARA ROBECO MUTUAL FUND A/C GAD 126690 0.60% 126690 0.60%
6 ANJANA SINHA 120671 0.58% 120671 0.58%
7 DATA GENERAL CORPORATION, U.S.A. 100800 0.48% 100800 0.48%
8 SURENDRAKUMAR DEVIPRASAD TIBREWALA 80262 0.38% 80262 0.38%
9 DILIPKUMAR LAKHI 47551 0.23% 47551 0.23%
10 MUKESHCHANDRA MOHANLAL KELAWALA 42690 0.20% 42690 0.20%

XI. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rupees)

SN Particulars of Remuneration Name of the KMP
Mehul Monani-
(Company
Secretary)
Mr. Bhaskar Patel
(Chief Executive
Secretary)
Mr. M. P. Jain
(CFO)
Total
1 Gross salary
(a)
Salary as per provisions contained in section 17(1) of the
Income-tax Act, 1961
548340 1322976 1300640 3171956
(b)
Value of perquisites u/s 17(2) Income-tax Act, 1961
- - -
(c)
Profits in lieu of salary under section 17(3) Income-tax Act,
1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
others, specify… - - -
5 Others, please specify - - -
Total 548340 1322976 1300640 3171956

XIII. PENALTIES / PUNISHMENT/ COMPOUNDING OFOFFENCES:

The Company, its Directors or other Officers were not subject to any penalties/ Punishments/ Compounding of Offenses as at 31st March, 2021

fortieth Annual Report 2020-2021

Annexure 2

COMPOSITION OF THE COMMITTEE

Audit Committee

Name of the Members Status
Mr. Satish Ajmera Non-Executive/ Independent Director- Chairman
Mr. K. K. Barjatya Non-Executive/ Independent Director
Mr. G. M. Dave Non-Executive/ Independent Director
Mr. H. C. Tandon Non-Executive Director

Stakeholders Relationship Committee

Name of the Members Status
Mr. G. K Patni Non-Executive Director
Mr. A.K Patni Non-Executive Director
Mr. Satish Ajmera Non-Executive/ Independent Director-Chairman
Mr. K. K. Barjatya Non-Executive/ Independent Director

Nomination and Remuneration Committee

Name of the Members Status
Mr. K. K. Barjatya Non-Executive/ Independent Director
Mr. G. M. Dave Non-Executive/ Independent Director- Chairman
Mr. Satish Ajmera Non-Executive/ Independent Director
Mr. A. K. Patni Non-Executive Director

Corporate Social Responsibility Committee (CSR Committee)

Name of the Members Status
Mr. G.K Patni Non-Executive Director- Chairman
Mr. A.K Patni Non-Executive Director
Mr. G. M. Dave Non-Executive/ Independent Director
Mr. H.C.Tandon Non-Executive Director

Annexure-3

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PCS TECHNOLOGY LIMITED, 82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi, Pune - 411015, Maharashtra, India

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PCS Technology Limited (CIN: L74200MH1981PLC024279) (hereinafter called the "Company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as given in 'Annexure-I' for the financial year ended on March 31, 2021 according to the provisions of:

  • (i) The Companies Act, 2013 (the Act) and the rules made thereunder;
  • (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
  • (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
  • (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made;
  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/ SEBI (Prohibition of Insider Trading) Regulations, 2015;
  • (c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the Review Period)
  • (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Now known as SEBI (Share based Employees Benefits) Regulation, 2014; (The Company has not introduced any such scheme);
  • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (The Company has not issued any Debt Securities during the financial year under review);
  • (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (The Company has not delisted/propose to delist its Equity Shares from any Stock Exchange during the financial year under review);
  • (h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998; (The Company has not bought back / propose to buy-back any of its securities during the financial year under review);
  • (i) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Review Period);
  • (j) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013; (Not applicable to the Company during the Review Period);
  • (k) The Securities and Exchange Board of India (Listing Obligation and Disclosure requirement) Regulations, 2015;
  • (vi) Other Laws specifically applicable to the Company during the relevant period ended March 31, 2021:
    1. The Income Tax Act & Rules
    1. Laws relating to Professional Tax, Wealth Tax, Service Tax, Central and State Sales Tax & Rules
    1. Bombay Shops & Establishment Act
    1. Sale of Goods Act, 1930
    1. The Payment of Bonus Act
    1. The Payment of Gratuity Act
    1. The Employees State Insurance Act, 1948
    1. The Trade Marks Act, 1999
    1. Copyright Act, 1957
    1. Information Technology Act, 2000

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

fortieth Annual Report 2020-2021

b) The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited (BSE) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

  1. The Company has filed with required to be submitted with the Registrar of Companies;

  2. The Company has filed with delay following forms/returns required to be submitted with the Stock Exchanges;

Compliance Requirement
(Regulations/ circulars / guidelines
including specific clause)
Submission of disclosure of outcome of Board meeting within 30 minutes of the closure of meeting to Stock
Exchange as per Regulation 30 of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
Date of Board Meeting June 22, 2020 August 28, 2020 November 11, 2020 February 10, 2021
Time of Conclusion of meeting 1.10 p.m. 12.23 p.m. 12.15 p.m. 1.15 p.m.
Time of submission of Outcome 4.50 p.m. 1.59 p.m. 1.54 p.m. 2.45 p.m.
Deviation Delay of 4:40 hrs Delay of 6 minutes Delay of 21 minutes Delay of 1 Hrs
Observation/remarks of Practicing
Company Secretary
The Management of the Company explained
that Auditor has shared signed audit report
on 4.19 p.m. and delay in submission was
inadvertent.
submission was inadvertent. The Management of the Company explained that the delay in

I further report that –

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, standards and guidelines. All the notices and orders received by the Company pursuant to the abovementioned laws have been adequately dealt with/ duly replied/ complied with.

I have relied on the representation made by the Company and its officers and for systems and mechanism framed by the Company for Compliances under other Acts, Laws and Regulations applicable to the Company as Listed above in point (vi).

This report is to be read with our letter of even date which is annexed as Annexure-II and forms an integral part of this report.

Thanking you.

Yours faithfully,

For DNV & Associates Company Secretaries Firm Unique Code: S2018MH628300

Divyesh N. Vanpariya Proprietor Membership No:- A41999 C P No: 21050 UDIN: A041999C000399774

Date: 31th May, 2021 Place: Mumbai

ANNEXURE – I

List of documents verified

    1. Memorandum & Articles of Association of the Company.
    1. Annual Report for the financial year ended 31st March, 2021.
    1. Minutes of the Meetings of the Board of Directors, Independant Directors, Audit Committee and Nomination & Remuneration Committee, Stakeholder Relationship Committee Committee along with Attendance Register held during the Financial Year under Report.
    1. Minutes of General Body Meetings held during the Financial Year under Report.
    1. All Statutory Registers.
    1. Agenda papers submitted to all the Directors / Members for the Board Meetings and Committee Meetings.
    1. Declarations received from the Directors of the Company pursuant to the provisions of Section 184 of the Companies Act, 2013 and attachments thereto during the financial year under report.
    1. E- forms filed by the Company, from time to time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the financial year under report.

ANNEXURE – II

To,

The Members, PCS TECHNOLOGY LIMITED,

82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi, Pune - 411015, Maharashtra, India

Our report of even date is to be read along with this letter;

    1. Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
    1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a reasonable basis for our opinion.
    1. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
    1. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
    1. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.
    1. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For DNV & Associates Company Secretaries Firm Unique Code: S2018MH628300

Divyesh N. Vanpariya Proprietor Membership No:- A41999 C P No: 21050

Date: 31th May, 2021 Place: Mumbai

fortieth Annual Report 2020-2021

Annexure-4

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 27 of SEBI (Listing Obligation Disclosure Regulation), Regulation, 2015

The following is a report on the ongoing implementation of the Code by your Company.

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company firmly believes in good Corporate Governance and has endeavored to practice and improve its focus on it by increasing transparency and accountability to its shareholders in particular and other stakeholders in general.

2. BOARD OF DIRECTOR (BOARD)

The Board of Directors has 7 (Seven) members on Board having 3 (Three) Non- Executive Directors, 4 (Four) Non – Executive Independent Directors on the Board, which is in conformity with the Regulation 17 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

The Non-Executive Directors bring independent judgment in the Board's deliberations and decisions. Independent Directors are Directors, who apart from receiving Director's Sitting Fees, do not have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which may affect the independence of the judgment of the Director.

• Board Meetings held, through video conference, during the Financial Year 2020-2021

4 (four) Board meeting were held, through video conferencing, in financial year 2020- 2021 on the following dates: 22.06.2020, 28.08.2020, 10.11.2020, 10.02.2021.

Details of attendance at the Board meetings, Annual General meeting and shareholding of each Director are as follows:

Name of the Director Category No. of board meetings
attended
Attendance at last AGM
held on 23.09.2020
No. of Equity shares held in the
Company **
Mr. G. K. Patni Chairman Promoter - Non-Executive 1 No 579685
Mr. A. K. Patni Vice Chairman Promoter - Non-Executive 4 Yes 575995
Mr. Satish Ajmera Non – Executive & Independent 4 Yes Nil
Mr. G. M. Dave Non – Executive & Independent 4 Yes Nil
Mr. K. K. Barjatya Non – Executive & Independent 4 Yes 316
Mrs. Vandana Gupta Non – Executive & Independent 4 Yes Nil
Mr. H. C. Tandon Non – Executive Director 4 Yes 432

**The above shareholding as at 31st March, 2021 is in respect of shares which are held by Directors as first holder and in which shares they have beneficial interest.

Number of other Companies or Committees of which the Director is a Director/Member/Chairman (excluding the Company):

Name of Directors No. of public Companies in No. of Board Committees in which he is**
which he is a Director* Member Chairman
G. K. PATNI 1 1 0
A. K. PATNI 3 3 0
H. C. TANDON 1 0 0
SATISH AJMERA 3 3 3
K. K. BARJATYA 0 0 0
G. M. DAVE 1 1 0
VANDANA GUPTA 0 0 0

* Exclude Directorships in Indian Private Limited Companies, membership of Managing Committees of various bodies.

** Board Committees include Chairmanship/Membership of Audit Committees and Stakeholder Relationship Committee of public limited Companies whether listed or not.

Code of Conduct

In compliance with the Regulation 17 (5) (a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the Code of Conduct and Ethics ('the Code'). The Code is applicable to the Members of the Board and senior Management. The code is available on the Company's website www.pcstech.com.

All the members of the Board, and senior management have affirmed compliance to the code as on March 31, 2021. A declaration to this effect, signed by CEO and CFO is annexed to the Director's Report.

AUDIT COMMITTEE

The Audit Committee comprises of

Mr. Satish Ajmera, Independent Director -Chairman,

Mr. G.M. Dave , Independent Director

Mr. K.K. Barjatya, Independent Director and

Mr. H.C Tandon, Non-ExecutiveDirector

Terms of Reference

The Terms of Reference of this Committee covers the matters specified for Audit Committee under Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the applicable provisions of Section 177 of the Companies Act, 2013 effective from 1st April,2014.

Meetings and attendance, through video conference, during the Financial Year ended 31st March, 2021

During the financial year 4 (Four) Audit Committee Meetings were held, through video conference, on 22.06.2020, 28.08.2020, 10.11.2020, 10.02.2021. respectively. The attendance of the Members at these Meetings during the Financial Year 2020-21 is as follows:

Name of Director Status No. of Meetings attended
Mr. Satish Ajmera Non-executive/ Independent Director 4
Mr. K. K. Barjatya Non-executive/ Independent Director 4
Mr. G. M. Dave Non-executive/ Independent Director 4
Mr. H.C Tandon Non-executive Director 4

4. NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises of the following Directors namely:

Mr. G. M. Dave - Chairman of the Committee, Independent Director

Mr. Satish Ajmera - Independent Director

Mr. K. K. Barjatya - Independent Director

Mr. A.K.Patni – Non -executive Director

During the year under review, the Company has held 1 (one) meeting of Nomination and Remuneration Committee through video conference on 22.06.2020.

Objectives of the Nomination & Remuneration Committee:

The Committee is empowered -

  • To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
  • To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
  • To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
  • To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.
  • To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
  • To devise a policy on Board diversity
  • To develop a succession plan for the Board and to regularly review the plan

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees.

Remuneration to Whole-time / Executive / KMP and Senior Management Personnel:

a) Fixed pay: KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F pension scheme, medical expenses, etc. shall be decided and approved by the Board.

Remuneration to Non- Executive / Independent Director:

a) Non-Executive Independent Directors are only paid sitting fees for attending the Board and Committee meetings, under the relevant provision of the Companies Act, 2013.

Name of the Director Sitting fees Paid (Rs) Commission paid (Rs)
Mr. Satish Ajmera 1,00,000/- Nil
Mr. G. M. Dave 90,000/- Nil
Mr. K. K. Barjatya 1,00,000/- Nil
Mrs. Vandana Gupta 40,000/- Nil

5. Stakeholders Relationship Committee

This committee comprising of 4 (four) members, 2 (Two) Non Executive (Director) and 2 (Two) Non-Executive- Independent Directors. Mr. Satish Ajmera, Non-Executive and Independent Director is the Chairman of this Committee. The names of the members of the Committee are as under:

Mr. Satish Ajmera, Independent Director - Chairman

Mr. K.K. Barjatya, Independent Director

Mr. G. K. Patni – Non-executive Director,

Mr. A. K. Patni - Non-executive Director

Mr. Mehul Monani, Company Secretary is the Compliance Officer of the Company.

fortieth Annual Report 2020-2021

During the year under review, the Company has held 1 (one) Stakeholder Relationship Committee Meeting, through video conference, on 10.11.2020, to update the status of the committee and review the compliances by the company.

During the year, 19 (Nineteen) investor complaints/queries were received. There were NIL complaints/queries pending as on March 31, 2021. There were no share transfers pending for more than 30 days as on the said date.

6. Independent Directors

The Independent Directors of the Company fully meet the requirement laid down under Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Apart from receiving sitting fees, the Independent Directors of the Company do not have any material pecuniary relationships with the Company, its holding or associate company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year;

None of the relatives of the Independent Directors has or has had pecuniary relationship or transactions with the Company, its holding or associate company, or their Promoters, or Directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year

Neither the Independent Directors themselves nor any of their relatives -

  • (i) holds or have held the position of a key managerial personnel or have been employee of the company or its holding or associate company in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed;
  • (ii) is or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed, of -
  • (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding or associate company; or
  • (B) any legal or a consulting firm that has or had any transaction with the company, its holding or associate company amounting to ten per cent or more of the gross turnover of such firm;
  • (iii) holds together with their relatives two per cent or more of the total voting power of the company; or
  • (iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its Promoters, Directors or its holding or associate company or that holds two per cent or more of the total voting power of the Company;
  • (v) is a material supplier, service provider or customer or a lessor or lessee of the Company;
  • (vi) the Independent Directors of the Company are not less than 21 years of age.

Separate meetings of the Independent Directors

The Independent Directors held a Meeting, through video conference, on 30th March, 2021, to review the following matters:

At the Meeting, they –

  • i. reviewed the performance of non-independent directors and the Board as a whole;
  • ii. reviewed the performance of the Chairperson of the Company, taking into account the views of other Non-Executive Directors;
  • iii. assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

7. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

8. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, PCS Technology Limited, has put in place a system through which the Directors, employees and business associates may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Company has put in place a process by which employees and business associates have direct access to the Audit Committee Chairman, Chairman of the Board and Compliance Officer.

The Whistle-blower Policy is placed on its website www.pcstech.com/corporate-governance.htm under Code of Business Conduct & Ethics (Whistle Blower Policy) For Board Members And Senior Management. Moreover, it is also carried in this Annual Report.

9. RELATED PARTY TRANSACTIONS

Pursuant to section 188 of the Companies Act, 2013, There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

Transactions with related parties entered into by the Company in the normal course of business are periodically placed before the Audit Committee for review.

Members may refer to the notes to the accounts for details of related party transactions. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement.

The policy has also been uploaded on the website of the Company at www.pcstech.com.

Transactions between the Company and Related Parties shall be entered into in the manner that is compliant with the applicable provisions of the Companies Act, 2013 and of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

A transaction with the Related Party shall be treated as "material" if the transaction / transactions to be entered into individually or taken together with previous transaction(s) during a financial year with such Related Party exceed 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

10. MATERIAL SUBSIDIARY POLICY

Material Subsidiary Policy of the Company has been uploaded on the website of the Company at www. pcstech.com and it contains following details for considering a subsidiary to be material if

  • a. The investment of the Company, whether current or prospective, in the subsidiary exceeds 20 per cent of it consolidated net worth as per the audited balance sheet of the previous financial year or,
  • b. if the subsidiary has generated 20 per cent of the consolidated income of the company during the previous financial year.

Material non-listed Indian subsidiary shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20 per cent of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding financial year.

11. MANAGEMENT OF BUSINESS ETHICS

PCS Technology Limited has adopted the PCS Code of Conduct. The Code of Conduct upholds the highest standards of corporate and personal conduct and is the guiding force on the ethical conduct behind the Company.

Whistle Blower Policy has been established to provide a mechanism for employees of the Company.

12. GENERAL BODY MEETINGS

A. The details of Annual General Meetings held in the last three years are asunder:

AGM for the Date & time of Place of AGM Special Resolutions Passed
F.Y. ended AGM
31-03-2018 26.09.2018
12:30p.m.
Hotel Celebration, Banquet Hall, Opp.
New S.T. Road, Alandi Road, Pune
412 105

Appointment of Mr. Gajendra kumar Patni (DIN: 00014163) as Director of
the Company.
Re-Appointment of Mr. Girish dave (DIN : 00036455) as an Independent

Director of the Company

Re-Appointment of Mr. Kamal kumar barjatya (DIN: 00107064) as an
Independent Director of the Company

Re-Appointment of Mr. Satish ajmera (DIN 00208919) as an Independent
Director of the Company

Re-Appointment of Mr. Yash Bhardwaj (DIN 01714824) as an Executive
Director (Whole-Time) of the Company.
31-03-2019 25.09.2019 Hotel Celebration, Banquet Hall, Opp.
Shifting of the Registered office of the Company.
12:30p.m. New S.T. Road, Alandi Road, Pune
412 105

Alteration of the Main Object Clause (Clause III (A)) of the Memorandum
of Association of the Company.

Sale of the Commercial Property situated at Mahape, Navi Mumbai.

Investments/Loans/ Guarantees of the Company

Related Party Transactions
31-03-2020 23.09.2020 This AGM was held through video -
No special resolution was passed.
12:30p.m. conferencing/other audio visual means
on a digital platform provided by CDSL.

All the resolutions including special resolutions set out in the respective notices calling the AGM were passed by the shareholders. No postal ballots were used for voting at these meetings.

There is no proposal to pass any Special Resolution through postal ballot at the ensuing Annual General Meeting.

13. Disclosures

  • Disclosure on materially significant related party transactions that may have potential conflict with the interest of the Company at large. None, Transactions with the related parties are disclosed in the notes to the accounts forming part of the Annual Report.
  • Details of non-compliance by the Company, penalties and strictures imposed on the Company by SEBI, ROC, Stock Exchanges or any other statutory authorities on any matter related to capital market during the last 3 financial years.- None
  • The CEO/CFO certification forms part of this Annual Report.

14. Means of Communication

  • The quarterly and annual results are forthwith communicated to all the Stock Exchanges with whom the Company has listing arrangements as soon as they are approved and taken on record by the Board of Directors of the Company. Further the results are published in the leading newspapers in compliance with the LODR, Regulation,2015.
  • Management discussion and Analysis forms part of the Annual Report.

The Company also issues financial results about the Company would be available on its website www.pcstech.com and contact address: Email Id: [email protected]

fortieth Annual Report 2020-2021

15. GENERAL SHAREHOLDER INFORMATION

Date, time & venue of the Annual General Meeting to be held in financial year 2021-22
Financial Calendar 2021 – 22
I Financial Year : April to March
Ii First Quarterly Results : On or before 14th August 2021
Iii Half Yearly Results : On or before 14th November 2022
iv Third Quarter Results On or before 14th February 2022
v Audited results : On or before 30th May, 2022
Dividend Payment Date : Not Applicable
Listing at Stock Exchanges(Stock Code) : The Bombay Stock Exchange Limited, Mumbai (517119) (BSE Ltd.)
ISIN Number for CDSL : INE 834B01012

Annual Listing Fees have been paid to Bombay stock Exchange for the financial year 2021-2022.

Market Price Data:

High/Low of Market price of the Company's shares traded on Bombay Stock Exchange (BSE) during the financial Year 2020-21 furnished below:

Year Month Highest (Rs.) Lowest (Rs.)
2020 April 2.39 2.10
May 2.42 2.10
June 4.24 1.94
July 4.44 3.68
August 6.94 3.54
September 6.53 4.73
October 5.86 4.57
November 4.90 3.87
December 5.84 4.00
2021 January 7.26 5.45
February 6.24 4.75
March 6.04 4.87

Graph of Share Price/ BSE Sensex : Annexure A

REGISTRARS AND TRANSFER AGENT FOR
SHARES HELD IN DEMAT AS WELL AS
PHYSICAL FORM
M/s. Bigshare Services Private Limited,
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East),
Mumbai-400059
Share Transfer system All share transfers, subject to correctness and completion of all documents would normally be
registered and returned within 2 weeks from the date of receipt.
The distribution of shareholding as on March 31, 2021 is as follows :
No. of equity shares held No. of shareholders % No. of Shares %
1 to 5000 24841 96.64 2009410 9.59
5001 to 10000 411 1.60 322226 1.50
10001 to 20000 199 0.77 305259 1.50
20001 to 30000 54 0.21 139908 0.67
30001 to 40000 45 0.18 160588 0.77
40001 to 50000 35 0.14 163475 0.78
50001 to 100000 56 0.22 413844 1.98
100001 to 9999999999 65 0.25 17435967 83.22
Grand Total 25706 100.00 20950677 100.00
No. of shareholders in Physical Mode - - 1329355 06.35
No. of shareholders in Electronic Mode - - 19621322 93.65

Shareholding pattern as on March 31, 2021 is as follows :

Category No. of shareholders No. of shares % holding
Indian Promoters 23 14699939 70.17
Banks, FIs and Insurance Companies 12 214378 01.02
UTI and Mutual Funds 7 131583 00.63
FIIs, NRIs and OBC & NBFC & IEPF 62 310479 01.48
Bodies Corporate 118 91533 00.44
Resident Individuals 24885 5143622 25.55
Clearing Member 18 7963 0.07
Directors/ Director Relatives 2 316 0.00
HUF 161 350864 1.67
Total 25288 20950677 100.00

Dematerialization of shares and liquidity: As on 31st March, 2021, 93.65% of the paid-up share capital was held in dematerialized form.

Outstanding GDRs/ADRs/warrants/ convertible instruments etc: Not applicable since none of the said instruments are ever issued.

Address for Correspondence:

Shareholders may correspond on all matters relating to transfer/dematerialization of shares and any other query relating to shares of the Company at the below mentioned address:

M/s. Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai -400059

GREEN INITIATIVE IN CORPORATE GOVERNANCE- SERVICE OF DOCUMENTS IN ELECTRONIC FORM

As you are aware, Ministry of Corporate Affairs (MCA), Government of India vide its Circular Nos.17 and 18 dated 21st April, 2011 and 29th April, 2011 respectively, has now allowed the companies henceforth to send Notices of General Meetings/ other Notices, Audited Financial Statements, Directors' Report, Auditors' Report etc., to their shareholders electronically as a part of its Green Initiative in Corporate Governance

Keeping in view the aforesaid green initiative of MCA, your Company shall send the Annual Report and other documents to its shareholders in electronic form at the email-address provided by them and made available to us by the Depository.

fortieth Annual Report 2020-2021

DECLARATION BY THE CHIEF EXECUTIVE OFFICER (CEO) UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To,

The Members of,

PCS Technology limited

I, Bhaskar Patel, Chief Executive Officer of PCS Technology Limited confirmed that as provided in Regulation 26(3) Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board members and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended on 31st March, 2021

For PCS Technology Limited

Mr. Bhaskar Patel Chief Executive Officer

Place :Mumbai Date : 31st May, 2021

AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE AS STIPULATED IN SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To the Members of

PCS TECHNOLOGY LIMITED

Pune

We have examined the compliance of conditions of Corporate Governance by PCS Technology Limited ('the Company') for the year ended on March 31, 2021, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with stock exchanges in India (as applicable).

The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance and Guidance Note on Audit Report and Certificates for Special Purpose (as applicable), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the 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, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations/Listing Agreements (as applicable).

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 Vinod K Mehta & Co., Chartered Accountants (Firm Registration No. : 111508W)

Divyesh V Mehta Partner

Mumbai, 31st May, 2021 Membership No.:044293

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) ON THE FINANCIAL STATEMENTS OF THE COMPANY

We, Bhaskar Patel, Chief Executive officer and Mir Prakash Jain, Chief Financial Officer, of PCS Technology Limited, certify that:

  • (a) We have reviewed financial statements and the cash flow statement for the financial year ended on 31st March, 2021 and that to the best of our knowledge and belief;
  • i. these financial statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
  • ii. 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.
  • (b) There are, to the best of our knowledge and belief, no transaction is entered into by the company during the year which is fraudulent, illegal or violative of the Company's code of conduct.
  • (c) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
  • (d) We have indicated to the Auditors and the Audit Committee :
  • i. significant changes in internal control during the year;
  • ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
  • iii. instances of significant fraud of which we 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 PCS Technology Limited

Mir Prakash Jain Bhaskar Patel
CFO CEO

Mumbai, 31st May, 2021

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To,

The Members of PCS TECHNOLOGY LIMITED,

82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar,

Dighi, Pune - 411015, Maharashtra, India

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of PCS Technology Limited having CIN L74200MH1981PLC024279 and having registered office at 82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi, Pune - 411015, Maharashtra, India (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca. gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, any such other Statutory Authority.

Sr. No. Name of Director DIN Date of appointment in Company
1 Gajendrakumar Sobhagmal Patni 00014163 22/04/1981
2 Ashokkumar Sobhagmal Patni 00014194 22/04/1981
3 Girish Mohanlal Dave 00036455 29/09/1995
4 Harish Chandra Tandon 00037611 25/11/1992
5 Kamal Kumar Tarachand Barjatya 00107064 30/10/1995
6 Satish Ajmera 00208919 25/06/1990
7 Vandana Gupta 07117752 16/03/2015

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For DNV & Associates

Company Secretaries Firm Unique Code: S2018MH628300

Divyesh N. Vanpariya Proprietor Membership No:- A41999 C P No: 21050 UDIN:A041999C000396430

Date: 31st May, 2021 Place: Mumbai

fortieth Annual Report 2020-2021

MANAGEMENT DISCUSSIONS AND ANALYSIS

Business Background

PCS Technology Ltd has earlier operated in the domestic IT sector by providing maintenance of desk top computers and peripherals like printers, networking equipment, etc. and to some extent has provided facility management services in the IT segment.

Due to original equipment suppliers enhancing after sales warranty period higher than in the past and due to rapid technological changes in the IT equipment have resulted in reduced opportunities in the company's line of computer hardware maintenance business.

Performance & Review of existing business

IT and FMS Services

In view of the above scenario, the company did not enter in its existing line of business. The Company however, preferred to preserve its financials and with this view, had parked funds with the Banks in Term Deposits to derive income. The Company, in the current year earned revenue amounting to Rs 278.69 Lacs (Previous year Rs 421.13 Lacs) and Profit before Exceptional Items amounting to Rs 66.58 Lacs (Previous year Rs 128.23Lacs). The Bank Deposits rates reducing from time to time has impacted interest income. The Company has maintained positive level of profitability by cutting down various costs and proper utilization of funds.

Opportunities, Threats & Risks

The Company at an opportune time will look into new plans, till then the present scenario may not see changes.

Future Outlook

The Management will put in efforts to look for new opportunities which can add into its Financials. Till the Management arrives at a conclusion, the Company proposes to continue to generate income by investing its surplus funds in safer manner to serve its stake holders. Your Company is taking all measures to remain financially stable and cost efficient.

Indian Subsidiary

PCS Positioning Systems (India) Limited

The subsidiary did not involve in business.

PCS Infotech Limited

The subsidiary did not involve in business.

The management is evaluating various options to restructure the base in the best interest of the Company.

Internal Control and Adequacy

The Company has an appropriate internal control system commensurate to the size of business process and operations, financial reporting and compliance with applicable regulations and laws and to ensure that all the assets are safeguarded, protected against loss from unauthorised use or disposition and those transactions are authorised, recorded and reported correctly.

The internal audit & financial reports are reviewed for corrective actions wherever required. The views of statutory auditors are also considered to ascertain the adequacy of the internal control system in the Company.

Human Resources

The Company has retained requisite resources to safeguard company's assets and to adhere legal compliances as per requirement. Your Directors acknowledge and thank employees for their continued contribution.

Cautionary Statement: In this Management Discussions and Analysis describing company's objective and predictions may be "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ from those expressed herein. Important factors that could make difference to the operations include Government regulations, tax structures, and country's economic development, availability of input and their prices and other incidental factors.

Annexure -5 (A)

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries as on 31st March, 2021

Part "A": Subsidiaries

(Information with respect to each subsidiary are mentioned as follows)

Name of the Subsidiaries companies
Sr. No. Particulars PCS Positioning Systems (India) Ltd. PCS Infotech Limited
1 Reporting period for the subsidiary concerned, if different from
the holding company's reporting period
Same as holding company's reporting
period
Same as holding company's
reporting period
2 Reporting currency and Exchange rate as on the last date of
the relevant Financial year in the case of foreign subsidiaries.
Rupees Rupees
3 Share capital 1,76,00,000 50,00,000
4 Reserves & surplus -5,32,93,090 40,77,139
5 Total assets 10,72,410 91,85,707
6 Total Liabilities 367,65,500 1,08,568
7 Investments - -
8 Turnover - -
9 Profit before taxation -52180 3,73,302
10 Provision for taxation - 99,358
11 Profit after taxation -52180 273,944
12 Proposed Dividend 0 0
13 % of shareholding 100% 100%

Notes:

  1. Names of subsidiaries which are yet to commence operations: Not Applicable

  2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

Annexure – 5(B)

FORM NO. AOC -2

Particulars of contracts/arrangements made with related parties

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

This Form pertains to disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013

Name of related party Nature of Duration of Salient Amount
Relationship arrangement terms (1) (Rupees)
Kalpavruksh Systems Pvt Limited
Rendering sales and services like Facility Management Services etc
Group Company April 2014 –Ongoing Not
applicable
Rs. 23,26,788/-

(1) Appropriate approvals have been taken for related party transactions.

fortieth Annual Report 2020-2021

Annexure 6

Particulars of employees

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF CHAPTER XIII THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2020-21, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2020-21 and the comparison of remuneration

Sr.
No,
Name of Director/KMP and Designation Remuneration of Director/ KMP for
financial year 2020-21
(Rs. in Lacs)
% increase in Remuneration
in the Financial
Year 2020-21
Ratio of remuneration
of each Director/ to median
remuneration of employees
1 Gajendrakumar Patni
Chairman & Non-Executive Director
- - -
2 Ashokkumar Patni
Vice-Chairman & Non-Executive Director
- - -
3 Harish Chandra Tandon
Non-Executive Director
- - -
4 Mr. G. M. Dave
Non-Executive Independent Director
5 Mr. K. K. Barjatya
Non-Executive Independent Director
6 Mr. Satish Ajmera
Non-Executive Independent Director
7 Mrs. Vandana Gupta
Non-Executive Independent Director
8 Mr. M. P. Jain
CFO
13.00 N. A
9 Mr. Bhaskar Patel
CEO
13.22 - N. A.
10 Mr. Mehul Monani
Company Secretary
5.2 N. A.

Independent Directors are paid only sitting fees and not considered as part of remuneration

Non-Executive Directors are neither paid any remuneration or sitting fees

i. The median remuneration of employees of the Company during the financial year was Rs. 7,99,279 (Previous year 1,14,285 /-)

ii. There were 10 permanent employees on the rolls of the Company as on March 31, 2021.

iii. No Average percentage increase was made in the salaries of employees other than the managerial personnel in the financial year i.e. 2020-21.

iv. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ANNEXURE 7

Particulars required under the Companies (Accounts) Rules, 2014.

(A) Conservation of Energy

Your Company consumes electricity only for in-house operations of Computers. Though the consumption of electricity is negligible as compared to the total turnover of the Company, your Company has taken effective steps at every stage to reduce consumption of electricity.

(B) Technology Absorption

Not applicable

(C) Foreign Exchange Earnings/Outgo

Your Company has not earned any foreign exchange and has not spent any foreign exchange under the following heads.

Particulars: (Rs. in Lacs)
(i) Stores & Spares -
(ii) Capital Goods -
(iii) Other Expenses -
Total -

On behalf of the Board of Directors

G.K. Patni Chairman

Mumbai, 31th May, 2021 DIN: 00014163

Annexure 8

Particulars of Loans, Guarantee or Investments pursuant to Section 134(g) of the Companies Act, 2013

A. Amount outstanding as on March 31, 2021:

Amount
(Rs.)
Nil
Nil
38,025,410

C. Loans, Guarantee and Investments made during financial year 2021:

Name of entity Relation Amount (in Rs.) Particulars of Loans, guarantees
given or Investments made
Purpose for which loans,
guarantees and Investments are
proposed to be utilized
- - - - -
- - - - -

On behalf of the Board of Directors

Mumbai, 31th May, 2021 DIN: 00014163

G.K. Patni

Chairman

Fortieth Annual Report 2020-2021

Independent AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF PCS TECHNOLOGY LIMITED

Report on the Audit of Standalone Financial Results for the fourth quarter as well as year ended as on March 31, 2021

Opinion:

We have audited the accompanying Standalone Financial Results for the fourth quarter and financial year ended as on March 31, 2021 of PCS TECHNOLOGY LIMITED ("the Company") which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (Including Other Comprehensive Income) , the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information('the Standalone financial Results) being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Results.

  • a. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
  • b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information for the year ended 31 March 2021.

Basis for Opinion:

We conducted our audit of the Standalone Financial Results in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone Financial Results under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Results.

Management's and Board of Directors Responsibility for the Standalone Financial Results

These Standalone Financial Results have been prepared on the basis of the standalone annual financial statements

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone financial results that give true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles !aid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibility for the audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    1. Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
    1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of standalone financial statements on whether the company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the Standalone Financial Results made by the Management and Board of Directors.
    1. Conclude on the appropriateness of management and the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
    1. Evaluate the overall presentation, structure and content of the Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters:

The Standalone Financial Results include the results for the quarter ended 31 March 2021 being the balancing figures between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year.

For Vinod K Mehta & Co.,

Chartered Accountants (Firm Registration No. : 111508W)

Divyesh V Mehta

Partner Membership No.:044293 Place: - Mumbai. Date: May 31, 2021 UDIN:- 21044293AAAADU5579

STANDALONE BALANCE SHEET AS AT 31st March, 2021

(Amount in Rs.)
Particulars Note
No.
As at
31-Mar-2021
As at
31-Mar-2020
I. ASSETS
1 Non-Current Assets
(a)
Property, plant and equipment
3 90,591,326 92,857,398
(b)
Financial assets
(i)
Investments
4 5,020,000 5,020,000
(c)
Other assets
5 12,612,790 12,600,008
Total non-current assets 108,224,116 110,477,406
2 Current assets
(a)
Financial assets
(i)
Investments
6 33,005,410 31,604,500
(ii)
Trade receivables
7 - 68,977
(iii)
Cash and cash equivalents
8 312,172,312 304,725,132
(iv)
Loans
9 2,154,366 2,990,301
(b)
Current income tax assets (net)
10 - 1,535,870
(c)
Other assets
Total current assets
11 97,167
347,429,255
92,131
341,016,911
TOTAL ASSETS 455,653,371 451,494,317
II. EQUITY AND LIABILITIES
1 Equity
(a)
Share capital
12 209,506,770 209,506,770
(b)
Other equity
13 203,924,761 199,986,681
Total Equity 413,431,531 409,493,451
2 Liabilities
Non-current liabilities
(a)
Financial liabilities
(i)
Long-term borrowings
14 37,672,920 37,477,428
(ii)
Other financial liabilities
15 - 2,474,738
(b)
Provisions
16 374,674 350,380
3 Total non- current liabilities
Current Liabilities
38,047,594 40,302,546
(a)
Financial liabilities
(i)
Trade and other payables
17 489,216 772,000
(b)
Current income tax liabilities (net)
18 499,017 -
(c)
Provisions
19 442,798 473,259
(d)
Other liabilities
20 2,743,215 453,061
Total current liabilities 4,174,246 1,698,320
TOTAL EQUITY AND LIABILITIES 455,653,371 451,494,317
Notes forming part of the financial statements
As per my report of even date attached
For Vinod K Mehta & Co For and on behalf of the Board of Directors
Chartered Accountants
(FRN-111508W)
Divyesh V Mehta G. K. Patni H. C. Tandon
(Partner) (Chairman) (Director)
Membership No. 044293
Place: Mumbai A. K. Patni
Date : 31/05/2021 (Vice Chairman)
Bhaskar Patel Mehul Monani
(CEO) (CS)
M P Jain

(CFO)

Place: Mumbai Date : 31/05/2021

Fortieth Annual Report 2020-2021

STANDALONE Statement of Profit and Loss for the year ended 31st March, 2021

(Amount in Rs.)
Particulars Note
No.
Year ended
31-Mar-2021
Year ended
31-Mar-2020
I. Revenue from operations 21 2,598,727 2,989,797
II. Other income (net) 22 25,270,331 39,123,015
III. TOTAL INCOME 27,869,058 42,112,812
IV. Expenses:
Employee benefit expenses 23 7,779,172 8,445,850
Finance costs 24 3,880,571 4,931,006
Impairement / (Gain) on financial instruments and Exceptional Items 25 (1,400,910) 66,166,893
Depreciation and amortisation expenses 26 2,479,902 2,509,513
Other expenses 27 7,071,015 13,402,680
TOTAL EXPEN
SES
19,809,750 95,455,942
V. PROFIT BEFORE TAX (III-IV) 8,059,308 (53,343,130)
VI. Tax expense:
(a)
Current tax
2,227,000 -
(b)
Deferred tax
- -
(c)
Taxation pertaining to earlier years
1,561,928 (382,712)
TOTAL TAX EXPEN
SE
3,788,928 (382,712)
VII. PROFIT FOR THE YEAR (V-VI) 4,270,380 (52,960,418)
VIII. OTHER COMPREHENSIVE INCOME / (LOSSES)
(A)
(i)
Items that will be reclassified subsequently to the statement of profit and loss:
- -
(ii)
Income tax on items that will be reclassified subsequently to statement of profit and loss
- -
(B)
(i)
Items that will not be reclassified subsequently to the statement of profit and loss:
(a)
Net changes in fair values of financial liabilities carried at fair value through OCI
(332,300) (358,416)
(ii)
Income tax on items that will not be reclassified subsequently to statement of profit and loss
83,075 89,604
TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES) (Bi-Bii) (249,225) (268,812)
IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VII+VIII) 4,021,155 (53,229,230)
X. Earning per equity share of face value of Rs.10 each
I)
For Contuining operation
Basic (in Rs.) 0.20 (2.53)
Diluted (in Rs.)
II)
For Discontuined Operations
Basic (in Rs.)
Diluted (in Rs.)
III)
For Discontuined & Continuing Operations
Basic (in Rs.) 0.20 (2.53)
Diluted (in Rs.)
Notes forming part of the Financial Statements
As per my report of even date attached
For Vinod K Mehta & Co For and on behalf of the Board of Directors
Chartered Accountants
(FRN-111508W)
Divyesh V Mehta G. K. Patni H. C. Tandon
(Partner) (Chairman) (Director)
Membership No. 044293

Place: Mumbai A. K. Patni (Vice Chairman) Date : 31/05/2021

31

Bhaskar Patel (CEO)

Place: Mumbai Date : 31/05/2021

M P Jain (CFO)

Mehul Monani (CS)

STANDALONE Statement of Changes in Equity for the year ended 31 March, 2021

A Equity Share Capital

Particulars (Amount in Rs.)
As at April 01, 2019 209,506,770
Changes in Equity share capital during the year -
As at March 31, 2020 209,506,770
Changes in Equity share capital during the year -
As at March 31, 2021 209,506,770
Particulars Reserves and Surplus Total Other
Securities
Premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
Earnings
Revaluation
Reserve
Equity
As at April 01, 2018 - - - - 272,514,526 272,514,526
Profit for the year - - - - (21,000,498) - (21,000,498)
Other Comprehensive Income - - - - 1,791,487 - 1,791,487
Total comprehensive income
for the year
- - - - (19,209,011) - (19,209,011)
Dividend paid (including dividend
distribution tax)
- - - - - - -
As at March 31, 2019 - - - - 253,305,515 - 253,305,515
Profit for the year - - - - (52,960,418) - (52,960,418)
Other Comprehensive Income - - - - (358,416) - (358,416)
Total comprehensive income
for the year
- - - - (53,318,834) - (53,318,834)
Dividend paid (including dividend
distribution tax)
- - - - - - -
As at March 31, 2020 - - - - 199,986,681 - 199,986,681
Profit for the year - - - - 4,270,380 - 4,270,380
Other Comprehensive Income - - - - (332,300) - (332,300)
Total comprehensive income
for the year
- - - - 3,938,080 - 3,938,080
Dividend paid (including dividend
distribution tax)
- - - - - - -
As at March 31, 2021 - - - - 203,924,761 - 203,924,761

The accompanying notes form an integral part of the Financial Statements

Significant Accounting Policies and Notes to Financial Statements

As per my report of even date attached For Vinod K Mehta & Co Chartered Accountants (FRN-111508W)

Divyesh V Mehta (Partner) Membership No. 044293

Place: Mumbai A. K. Patni

For and on behalf of the Board of Directors

G. K. Patni (Chairman)

(Vice Chairman) Date : 31/05/2021

Bhaskar Patel (CEO)

M P Jain (CFO)

Place: Mumbai Date : 31/05/2021 H. C. Tandon (Director)

Mehul Monani (CS)

32

Fortieth Annual Report 2020-2021

STANDALONE Cash Flow Statement for the year ended 31 March, 2021

(Amount in Rs.)
Particulars Year ended
31-Mar-21
Year ended
31-Mar-20
A. Cash flow from operating activities
Net profit before tax 4,270,380 (52,960,418)
Adjustments for:
Tax Provision 3,788,928 (382,712)
OCI (332,300) (358,416)
CSR Provision - -
CSR Paid - (1,000,000)
Depreciation 2,479,902 2,509,513
Finance cost 3,880,571 4,931,006
Sundry balances written off
Impairment Loss / (Gain) on investment and Sundry balances (1,400,910) 69,271,726
Fixed assets written off / Profit or Loss of Sale of Fixed Assets - -
Interest received (19,517,095) (25,686,550)
Operating profit before working capital changes (6,830,524) (3,317,435)
Decrease/ (increase) in trade and others receivables 305,427 8,588,405
Decrease/ (increase) in inventories - -
(Decrease)/ increase in trade and other payables 220,974 (2,863,586)
Cash generated from operations (6,304,123) 2,407,384
Income tax paid (net of refunds) (2,507,326) 32,388
Net cash flow from/ (used in) operating activities (8,811,449) 2,439,772
B. Cash flow from investing activities
Purchase of fixed assets (213,830) (34,312)
Purchase of non-current investments - 259,488,291
Bank Fixed Deposits - -
Proceeds from sale of fixed assets - -
Interest received 20,353,030 39,892,748
Net cash from/ (used in) investing activities 20,139,200 299,346,727
C. Cash from financing activities
Repayment of borrowings (net) (195,492) (4,931,006)
Finance cost (3,685,079) (4,631,682)
Net cash from/ (used in) financing activities (3,880,571) (9,562,688)
Net increase/ (decrease) in cash and cash equivalents 7,447,180 292,223,811
Cash and cash equivalents at beginning of the year 304,725,132 12,501,321
Cash and cash equivalents at end of the year 312,172,312 304,725,132
Particulars Year ended
31-Mar-21
Year ended
31-Mar-20
COMPONENTS OF CASH AND CASH EQUIVALENTS AS AT
Cash on hand 57,987 44,091

Balance with banks 6,756,332 8,168,973

Cheques on hand - -

33

Fixed deposits with banks, having original maturity of three months or less 305,357,993 296,512,068 Cash and cash equivalents at the end of the year 312,172,312 304,725,132

STANDALONE Cash Flow Statement for the year ended 31 March, 2021

Particulars Year ended
31-Mar-21
Year ended
31-Mar-20
Cash and cash equivalents at the end of the year as per above 6,814,319 8,213,064
Add: Balance with bank in dividend / unclaimed dividend accounts - -
Add: Fixed deposits with banks, having remaining maturity for less than twelve months 305,357,993 296,512,068
Add: Fixed deposits with banks (lien marked) - -
Less: Fixed deposit with banks, having remaining maturity for more than twelve months - -
Cash and bank balance as per balance sheet (refer note 13 and 14) 312,172,312 304,725,132

DISCLOSURE AS REQUIRED BY IND AS 7

Reconciliation of liabilities arising from financing activities (Amount in Rs.)
----------------------------------------------------------------- -----------------
31 March 2021 Opening balance Cash flows Non cash changes Closing balance
Short term secured borrowings - - -
Long term secured borrowings 37,477,428 - 195,492 37,672,920
Total liabilities from financing activities 37,477,428 - 195,492 37,672,920

As per my report of even date attached For Vinod K Mehta & Co Chartered Accountants (FRN-111508W)

Divyesh V Mehta (Partner) Membership No. 044293

Place: Mumbai A. K. Patni (Vice Chairman) Date : 31/05/2021

For and on behalf of the Board of Directors

G. K. Patni (Chairman) H. C. Tandon (Director)

Mehul Monani (CS)

Bhaskar Patel (CEO)

M P Jain (CFO)

Place: Mumbai Date : 31/05/2021

Fortieth Annual Report 2020-2021

1. CORPORATE INFORMATION

The Company is incorporated as at 22nd April 1981. The Company is engaged mainly in IT and related FMS services. The Company has now applied for NBFC license. The Company is a public limited company incorporated and domiciled in India. The address of the office is 82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune-411015. The financial statements of the Company for the year ended 31st March 2021 are approved by the Board of Directors in Board Meeting.

2. SIGNIFICANT ACCOUNTING POLICIES

(A) Statement of Compliance

(i) In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "IndAS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 April, 2017. Previous periods have been restated to IndAS. The standalone financial statements as at and for the year ended 31 March 2021 are approved and authorized for issue by the Board of Directors on .

The standalone financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial assets and financial liabilities that have been measured at fair value. These standalone financial statements are presented in lakhs of Indian rupees which is also the Company's functional currency, except per share data and as otherwise stated. Figures for the previous years have been regrouped/rearranged wherever considered necessary to conform to the figures presented in the current year.

These financial statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rule, 2015 read with Section 133 of the Companies Act, 2013.

(B) Basis of preparation

These financial statements have been prepared on the historical cost basis, except for

  • (i) certain financial instruments which are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
  • (ii) Defined benefit plans plan assets measured at fair value.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

(C) Use of estimates and judegements

The preparation of these financial statements in conformity with the recognition and measurement principles of IndAS requires the management of the Company to make estimates and assumptions that affect the reported amounts of income and expense for the periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions and contigent liabilities.

Dividend Declaration

Dividend on Preference Shares has been declared by the company on the basis of sec 123 of the companies act 2013.

Impairment of investments

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

The company in total has invested aggregating to Rs.745.61 lacs in bonds in the earlier years(31st March 2020). However, due to external factors arrising during the quarter ending 30th September 2020, 31st December 2020 and 31st March 2021 there is overall increase in the market price / realisable value of some of its investments. There is a forseeable possibility of realising an amount (recoverable amount ) higher than carrying value. On the grounds of such external factors , the excess of carrying value over recoverable amount of Rs.14.01 lacs for the year ended 31st March 2021 is accounted as "Exceptional item".

Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end fo each reporting period. This reassessment may result in change in depreciation expense in future periods.

Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. A deferred tax asset shall be recognised for all deductable temporary differences and unused losses to the extent that it is probable that taxable profit will be available against which the deductable temporary difference and unused losses can be utilised.

Provisions and contigent liabilities

A provision is required when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contigent liabilities are not recognised in the financial statements. A contigent asset is neither recognised nor disclosed in the financial statements.

The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

CSR Provisions

The company is not required to make CSR provision for the year ended 31st Macrh 2021 as per the provisions of the sec 135(5) of the companies act 2013.

The COVID -19 pandemic is rapidly spreading throughout the world. The operations of the Company were impacted, due to shutdown of offices following nationwide lockdown by the Government of India. The Company shall resume operations in a phased manner as per directives from the Government of India. The Company has evaluated impact of this pandemic on its business operations and financial position and based on its review of current indicators of future economic conditions, there is no significant impact on its financial results as at 31st March 2021. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions.

(D) Revenue recognition

The Company earns revenue primarily from providing information tehchnology and consultancy services, including services under contracts for software development, implementation and other related services, licensing and sale of its own software, business process services and maintenance of equipment. The Company also sales the products ancillary to supply of above services.

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

The Company recognises revenue as follows:

Revnue from sale of services is recognized for the work completed in terms of the contract. Income from maintenance contracts is recognized on a time proportionate basis.

Revenue from sale of products is recognized when risk and reward are passed on to the customer which is generally on dispatch of goods.

Revenues is reported net of discounts, indirect and service taxes.

(E) Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method.

(F) Leases

No assets are taken on lease by the Company.

(G) Cost recognition

Costs and expenses are recognised when incurred and have been classified according to their nature.

The costs of the Company are broadly categorised in employee benefit expenses, depreciation and amortisation and other operating expenses. Employee benefit expeses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses. Other operating expenses mainly include fees to external consutants, cost of running its facilities, travel expenses, cost of equipment and software licenses, communication costs, allowances for delinquent receivables and advances and other expenses. Other expenses is an aggregation of costs which are individually not material such commission and brokerage, recruitment and training, entertainment etc.

(H) Foreign currency

The functional currency of the Company is Indian Rupee (INR).

Income and expenses in foreign currencies are recorded at exchange rates prevailing on the date of transaction. Foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the Balance Sheet date and exchange gains and losses arising on settlement and restatement are recognised in the Statement of Profit & Loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated.

(I) Income taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liabilitiy during the year. Current and Deferred taxes are recognised in Statement of Profit & Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

Current income taxes

The current income tax expense includes income taxes payable by the Company and its branches in India and overseas. The current tax payable by the Company in India is Indian income tax paybale on worldwide income.

Advance taxes and provisions for current income taxes are presented in the Balance Sheet after off-setting advance tax paid and income tax provision arising in the same jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

Deferred income taxes

Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the dedutible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

(J) Financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial asets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.

Financial liabilities

Financial liabilities are measured at amortised cost using the effective interest method.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue cost.

(K) Investment in subsidiaries

Investment in subsidiaries are measured at cost less impairment.

(L) Property, plant and equipment

Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all other assets are accounted as per Ind AS.

Depreciation is provided for property, plant and equipment so as to expense the cost over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis.

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

SN Type of asset Method Useful lives
1 Buildings Straight line 60 years
2 Leasehold improvements Straight line 38 years
3 Plant and equipment Straight line 15 years
4 Computer equipment Straight line 03 years
5 Vehicles Straight line 08 years
6 Office equipments Straight line 05 years
7 Electrical installations Straight line 10 years
8 Furniture and fixtures Straight line 10 years

Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives.

(M) Intangible assets

Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

(N) Impairment

Financial assets (other than at fair value)

The Company assesses at each date of Balance Sheet whether a financial asset or a group of financial assets is impaired. IndAS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and/ or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

Financial assets (other than at fair value)

Tangible and intangible assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (of CGU) is estimated to be less than its carrying amount, the carrying ammount of the asset (of CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss.

(O) Employee benefits

Defined benefit plans

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in full in the Statement of Profit & Loss for the period in which they occur. Past service cost both vested and unvested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuing costs or termination benefits.

The retirement benefit obligations recognised in the Balance Sheet represents the present value of the defined obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme.

Defined contribution plans

Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits.

Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

(P) Inventories

In view of nature of business of the company, it does not have any inventory of stock & spares as on year ended 31st March 2019 hence provision of clause 3(II) of the order are not applicable.

(R) Borrowing costs:

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of cost of such asset till such time as the asset is ready for its intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.

(S) Foreign currency transactions:

Functional and presentation currency: The standalone financial statements are presented in Indian Rupees, which is also the functional currency of the Company. Foreign currency transactions and balances: Foreign currency transactions are translated into the functional currency of the Company, using the exchange rates prevailing at the dates of the transactions, duly approximated. Foreign exchangegains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at yearend exchange rates are recognized as other income in statement of profit and loss. Non-monetary items are not re-translated at yearend and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined

(T) Earnings per share

Basic earnings per share are computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The Company did not have any potentially dilutive securities in any of the years' presented.

Diluted earnings per share are computed by dividing net profit net profit attributable to the equity holders of the Company by the weighted average number of equity sharesconsidered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares unless the results would be anti - dilutive. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

Contributed equity:

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds

(U) Exceptional Items

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the company is such that its disclosure improves the understanding of the performance of the company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

3 PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS

(Amount in Rs.)
Description Tangible Assets Intangible
Assets
Total
Buildings Leasehold
improvements
Plant and
equipment
Computer
equipment
Vehicles Office
equipments
Furiture and
fixtures
Software
Cost as on 01-Apr-2018 94,743,461 1,177,904 - 311,200 7,636,269 17,210,136 5,464,794 - 126,543,764
Additions - - - 37,760 - - - - 37,760
Disposals - (1,177,904) - - (3,586,875) (821,042) (336,919) - (5,922,740)
Cost as at 31-Mar-2019 94,743,461 - - 348,960 4,049,394 16,389,094 5,127,875 - 120,658,784
Additions - - - 34,312 - - - - 34,312
Disposals - - - - - - - - -
Cost as at 31-Mar-2020 94,743,461 - - 383,272 4,049,394 16,389,094 5,127,875 - 120,693,096
Additions - - - 213,830 - - - - 213,830
Disposals - - - - - - - -
Cost as at 31-Mar-2021 94,743,461 - - 597,102 4,049,394 16,389,094 5,127,875 - 120,906,926
Accumulated depreciation as on 01-Apr-2018 832,599 623,850 - 295,719 5,957,201 16,113,741 2,846,676 - 26,669,786
Depreciation for the year 1,817,751 5,197 - 1,016 343,064 126,029 544,563 - 2,837,620
Disposals - (629,047) - - (2,672,813) (689,044) (190,317) - (4,181,221)
Accumulated depreciation as at 31-Mar-2019 2,650,350 - - 296,735 3,627,452 15,550,726 3,200,922 - 25,326,185
Depreciation for the year 1,817,751 - - 18,480 125,315 19,157 528,809 - 2,509,512
Disposals - - - - - - - - -
Accumulated depreciation as at 31-Mar-2020 4,468,101 - - 315,215 3,752,767 15,569,883 3,729,731 - 27,835,697
Depreciation for the year 1,817,750 - - 48,507 94,158 - 519,488 - 2,479,903
Disposals - - - - - - - - -
Accumulated depreciation as at 31-Mar-2021 6,285,851 - - 363,722 3,846,925 15,569,883 4,249,219 - 30,315,600
Net carrying amount as at 31-Mar-2019 92,093,111 - - 52,225 421,942 838,368 1,926,953 - 95,332,599
Net carrying amount as at 31-Mar-2020 90,275,360 - - 68,057 296,627 819,211 1,398,144 - 92,857,399
Net carrying amount as at 31-Mar-2021 88,457,610 - - 233,380 202,469 819,211 878,656 - 90,591,326

(Amount in Rs.)

i. Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all other assets are accounted as per Ind AS.

Particulars As at
31-Mar-21
As at
31-Mar-20
4 NON-CURRENT
INVESTMENT
S
I) Investment carried at cost
Number Face Value p.u.
a) Investments in equity instruments
In subsidiary companies (Unquoted)
PCS Infotech Limited 500,000 INR 10 5,000,000 5,000,000
PCS Positioning Systems (India) Limited 1,760,000 INR 10 17,510,000 17,510,000
22,510,000 22,510,000
Less: Provision for diminution in value of investments 17,510,000 17,510,000
Net investment in subsidiaries 5,000,000 5,000,000
II) Investment carried at fair value through profit or loss
a) In Other Companies (Quoted) - -
b) In Others (Unquoted)
Saraswat Coop Bank Limited 1,000 10 10,000 10,000
10,000 10,000
Total of investments in equity instruments 5,010,000 5,010,000
c) Investment in Share Certificates
Membership of Technocity Co-operative Society 10,000 10,000
10,000 10,000
Net investments 5,020,000 5,020,000
Aggregate amount of quoted Investments - -
(Market value Rs.Nil previous year Rs.Nil)
Aggregate amount of Unquoted Investments 22,530,000 22,530,000
Aggregate provision for dimunition in value of investments 17,510,000 17,510,000

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
5
OTHER ASSETS
a) Secured Considered good
Security Deposits with Excise & Customs Authorities & Others 6,098,184 6,082,184
Advances recoverable in cash or in kind 280,000 404,000
Income tax paid (Net of provisions) 1,816,196 1,561,928
Non Current Bank Balances 344,430 344,430
Other Non Current Assets 4,073,980 4,207,466
12,612,790 12,600,008
b) Unsecured, Considered doubtful
Advances - Related Parties (refer note no.41.5) 25,000,000 25,000,000
37,612,790 37,600,008
Less: Provision for doubtful loans and advances 25,000,000 25,000,000
12,612,790 12,600,008
6
CURRENT
INVESTMENT
S
Corporate Bonds & Debentures 74,561,858 74,561,858
Less : Provision for dimulation in value of investments * 41,556,448 42,957,358
33,005,410 31,604,500
7
TRADE RECEIVABLES
a) Unsecured, Considered good - 68,977
b) Unsecured, Considered doubtful 11,733,050 11,733,050
Total trade receivables 11,733,050 11,802,027
Less: Provision for doubtful trade receivables 11,733,050 11,733,050
- 68,977
8
CASH AND CASH EQUIVALENT
S
Cash & Cash Equivalents
Cash in hand 57,987 44,091
Balances with Banks
In Current account 6,756,332 8,168,973
Deposits with Original maturity of more than 3 months but less than 12 months 305,357,993 296,512,068
Total Cash & Bank Balances 312,172,312 304,725,132
9
LOANS
Interest Accrued 2,154,366 2,990,301
10
CURRENT
INCOME TAX ASSETS - NET
2,154,366 2,990,301
Income tax paid (Net of provisions) - 1,535,870
- 1,535,870
11
OTHER CURRENT
ASSETS
Prepaid Expenses 97,167 92,131
97,167 92,131

* Considering the current market valuations, the Company has made provision for impairement and/or reversal of impairment of investments during the current year and previous financial year.

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
12 SHARE CAPITAL
Authorised:
2,10,25,000 Equity share of Rs.10 each 210,250,000 210,250,000
39,75,000 Preference Shares of Rs.10 each 39,750,000 39,750,000
(Redeemable, Non-Convertible & Non-Cumulative)
250,000,000 250,000,000
Issued, Subscribed and paid up:
2,09,50,677 (Previous Year - 2,09,50,677) Equity Share of Rs.10 each 209,506,770 209,506,770
209,506,770 209,506,770

a) Terms/ Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Reconciliation of the shares outstanding at the beginning and end of the year 01-04-2020 & 31-03-2021:

Particulars Equity Shares
Number (Amount in Rs.)
Shares outstanding at the beginning of the year 20,950,677 209,506,770
Shares outstanding at the end of the year 20,950,677 209,506,770

c) Details of shareholding more than 5% Equity Shares of total Equity Shares in the company:

Name of Shareholder As at 31/03/2021 As at 31/03/2020
No.of shares % holding No.of shares % holding
Mrs. Rajnikanta Patni 2,456,549 11.73 2,428,930 11.39
PCS Finance Private Limited 1,901,560 9.08 1,901,560 9.08
Ashoka Computer Systems Pvt. Ltd. 1,901,560 9.08 1,901,560 9.08
PCS Cullinet Private Limited 1,901,559 9.08 1,901,559 9.08
Mrs. Sadhana A. Patni 1,760,404 8.40 1,657,087 7.89
(Amount in Rs.)
Particulars As at As at
31-Mar-2021 31-Mar-2020
13 OTHER EQUITY
Retained Earnings
Opening balance 199,986,681 253,305,515
Add: OCI Reserves - -
Add: Profit for the year 4,270,380 (52,960,418)
Add: Remeasurement gain (loss) on defined benefit plans (332,300) (358,416)
Closing balance 203,924,761 199,986,681
14 LONG TERM BORROWINGS
(carried at amortised value)
Unsecured
Loan from Related Parties/Financial Liablities
a) Preference Shares 37,672,920 37,477,428
Total financial liabilities 37,672,920 37,477,428

The above Long term borrowings include:

a) 39,75,000 (Previous Year - 39,75,000) 9% Preference Share of Rs.10 each (Redeemable, Non-Convertible & Non-Cumulative) carried at amortised cost

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, alloted on 31st January 2013 and redeemable in the 12th and 13th year from the date of allotment or earlier, shall be redeemable at such redemption price including premium not exceeding Rs. 125/- per share (i.e total repayment of max of Rs 49,68,75,000) having regard to the financial conditions of the Company, at the time of redemption , as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

c) Details of shareholding more than 5% Preference Shares of total Preference Shares in the company:

Name of Shareholder As at 31/03/2021 As at 31/03/2020
No.of shares % holding No.of shares % holding
Ashok Patni Family Trust 1,965,000 49.43 1,965,000 49.43
Mr. Gajendra Kumar Patni 1,480,000 37.23 1,480,000 37.23

d) Board of Directors of the Company vide a resolution dated 17-March-2021 has approved the payment of 9 % dividend aggregating to the value of Rs.35,77,500 on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rupees 10/- each fully paid up to the Preference Shareholders of the Company. The dividend on preference shares amounting to Rs.35,77,500 (dividend distribution tax is not applicable) has been paid on 19-March-2021 as per sec 123 of the Companies Act, 2013.

(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
15 OTHER FINANCIAL LIABILITIES
Deposits received on rental premises - 2,474,738
- 2,474,738
16 PROVISIONS
Long-term provision for leave benefits 374,674 350,380
374,674 350,380
17 TRADE AND OTHER PAYABLES
Due to Micro , Small and Medium Enterprises - -
Others 489,216 772,000
(Refer note 30 for details of dues to MSME)
489,216 772,000
18 CURRENT
INCOME TAX LIABILITIES - NET
Income tax paid (Net of provisions) 499,017 -
499,017 -
19 PROVISIONS
Short-term provision for leave benefits 442,798 473,259
442,798 473,259
20 OTHER CURRENT
LIABILITIES
Deferred Rental Deposits - 75,262
Deposits received on rental premises 2,400,000 -
Statutory dues and taxes payable 163,244 197,828
Trade advances 179,971 179,971
2,743,215 453,061
(Amount in Rs.)
Particulars Year ended
31-Mar-2021
Year ended
31-Mar-2020
21 REVENUE FROM OPERATIONS
Sales / Services: IT & related FMS services 2,598,727 2,989,797
Net Sales 2,598,727 2,989,797
22 OTHER INCOME
Interest income from Financial Assets measured at amortised cost : Interest income from NCD & Bonds 2,649,457 15,415,409
Interest on Bank Deposits 16,833,138 10,233,224
Rent income 5,715,710 5,855,714
Other non-operating income 72,026 7,618,668
25,270,331 39,123,015
23 EMPLOYEE BENE
FIT EXPEN
SES
Salaries & Wages 7,273,219 7,890,342
Contribution to Provident fund etc 505,953 535,398
Staff Welfare expenses - 20,110
7,779,172 8,445,850

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

(Amount in Rs.)
Particulars Year ended Year ended
31-Mar-2021 31-Mar-2020
24 FINANCE COST
Interest expense 35,417 114,480
Dividend on Preference Shares (including DDT) 3,577,500 4,312,867
Interest on financial liabilities carried at amortised cost 267,654 503,659
3,880,571 4,931,006
25 IMPAIREMENT
/ (GAIN) ON FINANCIAL INSTRUMENT
S AND
EXCEPT
IONAL ITEMS
Net (Gain)/ loss on impairment on Investments (1,400,910) 47,978,527
Interest Receivable Written-Off - 1,430,488
Settlement Expenses (ServiceTax) - 16,757,878
(1,400,910) 66,166,893
26 DEP
RECIATION AND AMORTISATION EXPEN
SES
Depreciation and amortisation expenses 2,479,902 2,509,513
2,479,902 2,509,513
27 OTHER EXPEN
SES
Power & fuel 158,735 177,526
Rent 1,110,647 1,255,747
Rates & taxes 281,676 248,702
Insurance 229,774 298,930
Advertisement & sales promotion 332,400 316,336
Travelling and conveyance expenses 210,654 419,658
Consumable, stores and spares 4,730 16,607
Office maintainence 450,726 141,280
Printing & stationery 93,868 648,522
Communication expenses 109,067 196,613
Auditor's remuneration
as Auditors 500,000 500,000
for Tax audit - 30,000
Legal, professional & consultancy charges 1,736,354 3,726,225
Freight & forwarding 560 248,983
Directors sitting fees 330,000 290,000
Bad debts and remissions - -
Sales & Work contract tax paid 79,192 248,480
Loss on Sale of Fixed Assets - -
Net Loss disposal of Investments - 3,624,280
Contribution to CSR - -
Miscellaneous expenses 1,442,632 1,014,791
7,071,015 13,402,680

28. (a) Contingent Liability (in the current year as well as in previous year)

On Account of Custom Duty:

The Company has received a Show Cause Notice from Director of Revenue Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

Status:

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

On Account of export obligations:

The Jt. Director Foreign, Trade has passed as order for demand of Rs.9,50,074 citing non-submission of proof of export obligations for the company's earstwhile CCL division for the periods 2001-04.

The Company has filed an appeal along with full payment of pre-deposit before Director General Foreign Trade, Mumbai on the facts and grounds substaighting documentoray evidences.

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

On Account of Redemption of Preference Shares:

With reference to note no 14(b) wherein a liability on account of payment of premium on redemption of 39,75,000 Redeemable Non-cumulative Preference shares has been stated. In terms of Letter of Offer for the preference shares ,the premium on redemption would not exceed Rs.125 per preference shares totalling to maximum Liability on account of redemption not exceeding Rs.49,68,75,000 . The Board of Directors may decide at the time of redemption having regards to the Financial resources of the company.. The Company's management is of the opinion that liability in respect of these premium on preferernce shares (if any payable) shall be provided in books of account at the time of redemption , as the same will be dependent upon Financial ability of the company at the time of redemption.

  • 28. (b) In respect of R&T activities undertaken by the Company in earlier years, the Company has been advised that the Company has good, valid and substantial defence in Suit No.1494 of 1997 filed by State Bank of India in the City Civil Court in Ahmedabad against the Company and IDBI (issuer of Incentive warrants) for the recovery of Rs.5,03,38,289/- with interest @21.50% p.a. This case was dismissed in the year 2009 by the said Court. SBI has filed condonation of delay application in the year 2010 which has been granted by the court and is being perused in the said Court at Ahmedabad. In view of this the Company has not made any provision in respect of this litigation against the Company.
  • 29. i. Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all other assets are accounted as per Ind AS.

30. Particulars of dues to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act):

Particulars As at
31/Mar/21
As at
31/Mar/20
Principle amount due to suppliers under MSMED Act at the year end - -
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at the year end - -
Payment made to suppliers (other than interest) beyond the appointed day during the year - -
Interest paid to suppliers under MSMED Act during the year - -
Interest due & payable to suppliers under MSMED Act for payments already made - -
Interest accrued & remaining unpaid at the end of the year to supplier under MSMED Act. - -

Dues to Micro and Small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management, if any.

31. (A) Value of imported and indigenous Computer and Peripherals Accessories consumed and percentage there of:

Particulars 31/Mar/21 31/Mar/20
Value % Value %
Imported - 0.00% - 0.00%
Indigenous - 0.00% - 0.00%
- 0.00% - 0.00%

(B) Value of imports on CIF basis in respect of:

Particulars 31/Mar/21 31/Mar/20
Raw Material, Store & spares and Computer Peripherals - -

(C) Expenditure in foreign currency:

Particulars 31/Mar/21 31/Mar/20
Traveling - -

(D) Earning in foreign currency:

Particulars 31/Mar/21 31/Mar/20
Export sales and services - -
32. P articulars of Earnings per Shares: (Amount in Rs.)
Particulars 31/Mar/21 31/Mar/20
a) Net Profit for the year 4,270,380 (52,960,418)
b) Number of equity shares outstanding at the beginning and at the end of the year 20,950,677 20,950,677
c) Nominal Value of the shares (Rs.) 10.00 10.00
d) Basic and diluted Earning per share (Rs.) (a/b) 0.20 (2.53)

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

33 CURRENT AND DEFERRED TAX

The major components of income tax expense for the years ended March 31, 2021 and March 31, 2020 are:

Income tax expense (Amount in Rs.)
Particulars 2020-21 2019-20
i) Current tax
Current tax on profits for the year 2,227,000 -
Adjustments for current tax of prior period - -
Total current tax expense 2,227,000 -
ii) D eferred tax
(Decrease) Increase in deferred tax liabilities - -
Decrease (Increase) in deferred tax assets - -
Trfd to OCI on actuarial gain or loss - -
Total deferred tax expense (benefit) - -
Income tax expense 2,227,000 -

b) The reconciliation between the Statutory income tax rate applicable to the Company and the effective income tax rate of the Company is as follows

Particulars 2020-21 2019-20
a) Statutory income tax rate (old regime) 26.00% 26.00%
b) Differences due to:
i) Expenses not deductible for tax purposes 114.79% 121.92%
ii) Income exempt from income tax 0.00% 0.00%
iii) Income tax incentives 0.00% 0.00%
iv) Others -113.16% -168.41%
Effective income tax rate 27.63% 20.50%

c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have been recognised in equity and not in Statement of Profit and Loss or other comprehensive income.

d) Current tax assets (net) (Amount in Rs.)
Particulars 2020-21 2019-20
Add: Tax paid in advance, net of provisions during the year 1,727,983 1,535,870
Less: Current tax payable for the year (2,227,000) -
Closing balance (499,017) 1,535,870

e) Unrecognsied temporary differences

The Company has not recognised deferred tax liability associated with fair value gains on equity share measured at OCI as based on Management projection of future taxable income and existing plan it is not probable that such difference will reverse in the foreseeable future.

34 EMPLOYEE BENEFIT OBLIGATIONS

Funded Scheme

a) Defined Benefit Plans:

Gratuity

The Company operates a gratuity plan through the 'PCS TECHNOLOGY LIMITED Employees Gratuity Trust'. Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

Balance sheet amount (Gratuity Liability)

Particulars (Amount in Rs.)
April 1, 2019
Present Value of obligations at beginning of the year 3,177,281
Current service cost 170,541
Interest expense (income) 156,970
Total amount recognised in profit and loss 327,511
Remeasurements
Return on plan assets, excluding amount included in interest expense (income) -
(Gain ) Loss from change in financial assumptions 25,932
Experience (gains) losses
Total amount recognised in other comprehensive income 25,932

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

Particulars (Amount in Rs.)
Employer contributions
Benefit payments (130,800)
March 31, 2020 3,399,924
Current service cost 180,554
Interest expense (income) 148,785
Total amount recognised in profit and loss 329,339
Remeasurements
Return on plan assets, excluding amount included in interest expense (income)
(Gain ) Loss from change in financial assumptions (83,304)
Experience (gains) losses
Total amount recognised in other comprehensive income (83,304)
Employer contributions
Benefit payments (234,808)
March 31, 2021 3,411,151
Balance sheet amount (Gratuity Asset)
Particulars (Amount in Rs.)
April 1, 2019
Fair Value of Plan Assets at the beginning of the year 7,442,937
Interest income/ (Expense) 653,669
Contribution by Employer
Total amount recognised in profit and loss 653,669
Remeasurements
Benefits paid (130,800)
Return on plan assets, excluding amount included in interest expense (income) (358,416)
Experience (gains) losses
Total amount recognised in other comprehensive income (489,216)
Employer contributions
Benefit payments
March 31, 2020 7,607,390
Interest income/ (Expense) 444,849
Contribution by Employer
Total amount recognised in profit and loss 444,849
Remeasurements
Benefits paid
(234,808)
Return on plan assets, excluding amount included in interest expense (income) (332,300)
Experience (gains) losses
Total amount recognised in other comprehensive income (567,108)
Employer contributions
Benefit payments
March 31, 2021 7,485,131
he net liability disclosed above relates to funded and unfunded plans are as follows: (Amount in Rs.)
Particulars As at As at
31-03-2021 31-03-2020
Present value of funded obligations 3,411,151 3,399,924
Fair value of plan assets 7,485,131 7,607,390
Deficit of Gratuity plan (4,073,980) (4,207,466)

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

Significant estimates: Actuarial assumptions and sensitivity

The significant actuarial assumptions were as follows:

Particulars As at
31-03-2021
As at
31-03-2020
Discount rate 6.33% 6.54%
Attrition rate 1.00% 1.00%
Rate of return on plan assets 12.00% 12.00%
Salary escalation rate 5.00% 5.00%

Major category of plan assets are as follows: (Amount in Rs.)

Particulars 31-Mar-21
Quoted Unquoted Total in %
Government of India assets
Debt instruments
Corporate bonds
Investment funds
Fixed Deposit - 7,485,131 7,485,131 100%
Others
Special deposit scheme
- 7,485,131 7,485,131 100%
Major category of plan assets are as follows: (Amount in Rs.)
Particulars 31-Mar-20
Quoted Unquoted Total in %
Government of India assets
Debt instruments
Corporate bonds
Investment funds
Fixed Deposit - 7,607,390 7,607,390 100%
Others
Special deposit scheme
- 7,607,390 7,607,390 100%

Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

i) Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities. These are subject to interest rate risk. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.

Expected contributions to post-employment benefit plans for the year ending March 31, 2021 is NIL

The weighted average duration of the defined benefit obligation is 5 years (2015-16: 5 years). The expected maturity analysis of gratuity is as follows:

Particulars Total
Defined benefit obligation (gratuity)
As at March 31, 2021 3,411,151.00
As at March 31, 2020 3,399,924.00

b) Defined contribution plans:

Amount of Rs.1,01,439 (March 31, 2020: Rs.1,65,987) is recognised as expense and included in the Note 23 'Salary and Wages'.

c) Provident fund:

The Company makes monthly contribution to Government approved Provident Fund.

d) Compensated absences amount of Rs.24,633 (March 31, 2020: Rs.1,07,642) is recognised as expense and included in the Note 23 "Salaries & Wages"

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

Particulars 31-Mar-21 31-Mar-20
FVPL FVOCI Amortised
cost
FVPL FVOCI Amortised
cost
Financial assets
Investments:
Equity instruments 20,000 - 20,000 -
Trade receivables - 68,977
Cash and bank balances 312,172,312 304,725,132
Other receivables 2,154,366 2,990,301
Total Financial assets 20,000 - 314,326,678 20,000 - 307,784,410
Financial liabilities
Trade payables 489,216 772,000
Security deposits - 2,474,738
Directors Loan - -
Preference Shares 37,672,920 37,477,428
Total financial liabilities - - 38,162,136 - - 40,724,166

Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

i) Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021

Particulars Notes Level 1 Level 2 Level 3 Total
Financial liabilities
Directors Loan - -
Preference Shares 37,672,920.00 37,672,920.00
Security deposits - - - -
Total financial liabilities - - 37,672,920.00 37,672,920.00

ii) Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2020

Particulars Notes Level 1 Level 2 Level 3 Total
Financial liabilities
Directors Loan - -
Preference Shares 37,477,428.00 37,477,428.00
Security deposits - - 2,474,738.00 2,474,738.00
Total financial liabilities - - 39,952,166.00 39,952,166.00

There were no transfers between any levels during the year:

Level 1:

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value (NAV).

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

  • i) the use of quoted market prices or dealer quotes for similar instruments
  • ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
  • iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date
  • iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.
  • v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

d) Fair value of financial assets and liabilities measured at amortised cost (Amount in Rs.)

Particulars As at March 31, 2021 As at March 31, 2020
Carrying amount Fair value Carrying amount Fair value
Financial assets:
Loans to subsidiary companies - -
Loans to Employees - - - -
Total financial assets - - - -
Financial liabilities
Security deposits - - 2,550,000 2,474,738
Directors Loan - - - -
Preference Shares 39,750,000 37,672,920 39,750,000 37,477,428
Total financial liabilities 39,750,000 37,672,920 42,300,000 39,952,166

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

36 CAPITAL MANAGEMENT

Risk management

The primary objective of the Company's Capital Management is to maximise shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital plus total debt.

For the purposes of the Company's capital management, the Company considers the following components of its Balance Sheet to be managed capital:

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

(Amount in Rs.)
Particulars 31-Mar-21 31-Mar-20
Total Debt 37,672,920.00 37,477,428.00
Total Equity 413,431,531.00 409,493,451.00
Debt-Equity ratio 0.09 0.08

37 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

a) Gross amount spent by the Company for the period from FY 2014-15 to FY 2018-19 is Rs.63.10 lacs. The provisions of CSR are not applicable in FY 2019-20 and FY 2020-21.

38 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to conform to Ind AS presentation requirements.

39 ROUNDING OFF

All figures are rounded off to the nearest Rupee.

40. Segment Reporting:

The Company is engaged mainly in IT & related FMS services, as such it is the only reportable business segment. The export sales of the company are NIL and hence there is single reportable geographical segment.

41.1 Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

    1. PCS Positioning Systems (India) Limited
    1. PCS Infotech Limited, India
  • B Other Related parties with whom there are transactions during the year.
  • a) Key Management Personnel
      1. Mr. Gajendra Kumar Patni (Chairman)
      1. Mr. Ashok Kumar Patni (Vice Chairman)
      1. Mr. Harish Chandra Tandon (Director)

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

b) Relatives of key management personnel

    1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)
    1. Mrs. Sadhna Patni (Wife of Mr. A.K. Patni)
    1. Mr. Apoorva Patni (Son of Mr. A.K.Patni)
    1. Mr. Arihant Patni (Son of Mr. G.K. Patni)
    1. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)
    1. Sobhagmal M. Patni HUF (Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
  • c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)
    1. Kalpavruksh Systems Private Limited (Formerly known as Kalpavruksh Systems Limited)
    1. Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
    1. Ashok Patni Family Trust
    1. Ashoka Computer Systems Pvt Ltd.
    1. PCS Finance Pvt. ltd.
    1. PCS Cullinet Pvt ltd.

41.2 Transactions carried out with related parties referred above, in ordinay course of business:

Description Subsidiaries
Companies
Key
Management
Personnel
Relative of key
Management
Personnel
Affiliates Total
1 Sales of goods and services 2,326,788 2,326,788
(2,693,716) (2,693,716)
2 Rent paid - -
(-) -
3 Reimbursement of expenses paid - -
(-) -
4 Recovery of expenses received - - -
(-) - -
5 Loan Taken - - -
(-) - -
6 Loan Refunded - - -
(-) (-) -
7 Security Deposit (Rent) received back - - -
(-) (-) -
8 Payment returned for receivables - -
- -
9 Remuneration to Directors - -
(-) -
10 Dividend Paid 1,332,000 2,245,500 3,577,500
(1,332,000) (2,245,500) (3,577,500)

41.3 Significant transactions carried out with related parties referred above, in ordinary course of business:

Description Subsidiaries
Companies
Key
Management
Personnel
Relative of key
Management
Personnel
Affiliates
1 Sales of goods and services
Kalpavruksh Systems Pvt. Ltd 2,326,788
(2,326,788)
Patni Healthcare Pvt. ltd. -
(366,928)
2 Rent paid
-
(-)

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

Description Subsidiaries
Companies
Key
Management
Personnel
Relative of key
Management
Personnel
(Amount in Rs.)
Affiliates
3 Reimbursement of expenses paid
-
(-)
4 Recovery of expenses received
-
5 Loan Taken (-)
-
6 Loan Refunded (-)
-
7 Security Deposit (Rent) received back (-)
- -
(-) (-)
8 Payment returned for receivables -
(-)
9 Remuneration to Directors -
(-)
10 Dividend Paid
Ashok Patni Family Trust 1,768,500
(1,768,500)
G K Patni 1,332,000
Ashoka Computer Systems Pvt Ltd (1,332,000) 162,000
(162,000)
PCS Cullinet Pvt Ltd 162,000
(162,000)
PCS Finance Pvt Ltd 153,000
(153,000)
41.4 Balance outstanding as at year end: (Amount in Rs.)
Total
Description Subsidiaries Key Relative of key Affiliates
Description Subsidiaries
Companies
Key
Management
Personnel
Relative of key
Management
Personnel
Affiliates Total
1 Receivable - - -
(-) (-) -
2 Loan taken - -
(-) -
3 Property deposits - - -
(-) (-) -
4 Provision for diminition in value of investments 17,510,000 17,510,000
(17,510,000) (17,510,000)
5 Provision for diminition in receivables 11,733,050 11,733,050
(11,733,050) (11,733,050)
6 Provision for diminition in advances 25,000,000 25,000,000
(25,000,000) (25,000,000)

Fortieth Annual Report 2020-2021

Notes to STANDALONE Financial Statements for the year ended 31st March, 2021

41.5 Significance closing balances outstanding as at year end: (Amount in Rs.)

Description Subsidiaries
Companies
Key
Management
Personnel
Relative of key
Management
Personnel
Affiliates
1 Receivable
-
(-)
2 Loan Taken
-
(-)
3 Property Deposits
-
-
4 Provision for diminition in value of investments
PCS Positioning Systems (India) Limited 17,510,000
(17,510,000)
5 Provision for diminition in receivables
PCS Positioning Systems (India) Limited 11,733,050
(11,733,050)
6 Provision for diminition in advances
PCS Positioning Systems (India) Limited 25,000,000
(25,000,000)

* Increase in provision is on account of reinstatement of overseas receivables

42.1 Disclosure requirement of loans & Advances / Investments as per schedule V of SEBI (LODR) Regulations, 2015:

Amount of loans and advances in nature of loans outstanding from subsidiaries:

(Amount in Rs.)
PCS Positioning Systems (India) Limited 25,000,000
(25,000,000)

Note: Previous year figures are shown in brackets

42.2 Details of Investment by the Loanee in the shares of the company:

None of the Loanee have made investments in the shares of the company.

43. Figures for the previous year have been regrouped/ rearranged wherever necessary.

As per my report of even date attached For Vinod K Mehta & Co Chartered Accountants (FRN-111508W)

Divyesh V Mehta (Partner) Membership No. 044293

Place: Mumbai A. K. Patni

For and on behalf of the Board of Directors

G. K. Patni (Chairman) H. C. Tandon (Director)

Mehul Monani (CS)

(Vice Chairman) Date : 31/05/2021

Bhaskar Patel (CEO)

M P Jain (CFO)

Place: Mumbai Date : 31/05/2021

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

MANAGEMENT & ADMINISTRATION

DIRECTORS : Harish Chandra Tandon,
Ashok Kumar Patni,
Mir Prakash Jain
Registered Office: S. No. 1-A, F-1, Irani Market
Compound,Yerawada, Pune - 411 106.
CIN : U72900PN2004PLC019448

DIRECTORS' REPORT

The Members,

PCS POSITIONING SYSTEMS (INDIA) LIMITED

Your Directors of the Company are pleased to present you the Seventeenth Annual Report with the statement of Audited financial accounts for the financial year ended 31st March, 2021.

FINANCIAL RESULTS

(Rs in lakhs)
Particulars Financial
Year ended
31.03.2021
Financial
Year ended
31.03.2020
Sales and other Income 0 0
Expenses 0.52 1.71
Profit/ (Loss) before interest ,
depreciation & taxation
(0.52) (1.71)
Interest - -
Depreciation - -
Profit /(Loss) before taxation (0.52) (1.71)
Provision for Taxation (Net) - -
Net Profit /(Loss) for the year (0.52) (1.71)

OPERATIONS

During the year under review, the management is evaluating various options to restructure the activities in the best interest of the Company.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of the Annual return in Form MGT-9 is enclosed in Annexure I

DIVIDEND

In view of accumulated losses incurred by the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2021.

RESERVES

Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review.

MATERIAL CHANGES & COMMITEMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

No, material changes & Commitments have occurred between the end of Financial year of the Company to which the Financial statement relates and the date of this report which affects the financial position of the Company.

SUBSIDIARY COMPANY

As on March 31, 2021, the Company does not have any subsidiary

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

DECLARATION BY INDEPENDENT DIRECTORS

The Company is not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained

DIRECTORS

Retirement by Rotation

As per Article 105 of the Articles of Association of the Company, Mr. Ashok Kumar Patni, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment on the Board of your company.

CESSATION

No Director has resigned during the F.Y 2020-21.

Meetings

During the year under review, 4 (four) Board Meetings were convened and held as on 22nd June, 2020, 19th August, 2020, 6th November, 2020 and 29th January, 2021. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Statutory Auditors

The Company's Auditors, Mr. S. C Bandi of M/s. S.C Bandi & Co., Chartered Accountants, Mumbai were appointed by the shareholders at the 16th Annual General Meeting Annual to hold office until the conclusion of the 21st Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

    1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
    1. Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2021 and of the profit of the company for the said year;
    1. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
    1. Annual Accounts have been prepared on a going concern basis.
    1. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

All the Details regarding Loans, Guarantees and Investments as required under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All the Related party transactions under section 188 of Company Act, 2013, are presented to the Audit Committee and the Board approval is obtained for the transactions made by the Company.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Since the Company has not carried out any business activity, the Company is not required to disclose information under the Section 134 (3) (m) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the stakeholder of the Company for their co-operation extended to the Company.

On behalf of the Board of Directors

A.K Patni Mir Prakash Jain
Place: Mumbai, Director Director
Date: 11th May, 2021 (DIN: 00014194) (DIN :01638730)

PCS POSITIONING SYSTEMS (INDIA) Limited

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2021

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN U72900PN2004PLC019448
Registration Date 29/06/2004
Name of the Company PCS POSITIONING SYSTEMS (INDIA) LIMITED
Category/Sub-category of the Company Computer Software, Information Technology & Information Technology
Enabled Services
Address of the Registered office & contact details S. No. 1A, F-1, Irani Market Compound, Yerawada, Pune- 411006
Whether listed company No
Name, Address & contact details of the Registrar & Transfer Agent, if any. N.A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
No.
1 Computer software and related Activities 6202 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/
Associate
% of shares held Applicable Section
1 PCS Technology Limited L74000MH1981PLC024279 Holding 100 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2020] No. of Shares held at the end of the year [As on
31-March-2021]
%Change during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
A. Promoters
(1) Indian
a) Individual/ HUF - 10,004 10,004 0.57% - 10,004 10,004 0.57% -
b) Central Government - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate/
Company
- 17,49,996 17,49,996 99.43% - 17,49,996 17,49,996 99.43%
e) Banks / Financial
Institutions
- - - - - - - - -
f) Director/ Relatives - - - - - - - - -
g) Any other - - - - - - - - -
Sub Total A(1) - 17,60,000 17,60,000 100% - 17,60,000 17,60,000 100% -
(2) Foreign - - - - - - - - -
a) Individuals (NRIs/Foreign
Individuals)
- - - - - - - - -
b) Other Individuals - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks / Financial
Institutions
- - - - - - - - -
f) Any other - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of
Promoter (A) =(A)(1)+(A)(2)
- - - - - - - - -

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2020] No. of Shares held at the end of the year [As on
31-March-2021]
%Change during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
B. Public Shareholding - - - - - - - - -
1. Institutions - - - - - - - - -
a) Mutual Funds / UTI - - - - - - - - -
b) Banks / Financial
Institutions
- - - - - - - - -
c) Central Government - - - - - - - - -
d) State Government - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) Foreign Institutional
Investors
- - - - - - - - -
h) Foreign Venture Capital
Funds
- - - - - - - - -
i) Any Other - - - - - - - -
Sub Total (B)(1) - - - - - - - - -
2. Non-Institutions - - - - - - - - -
a) Bodies Corporate - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders
holding nominal share capital
upto Rs. 1 lakh
- - - - - - - - -
ii) Individual shareholders
holding nominal share capital
in excess of Rs 1 lakh
- - - - - - - - -
c) Any Other - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Other Directors / Relatives - - - - - - - - -
Foreign Portfolio Investor - - - - - - - - -
Non Resident Indians - - - - - - - - -
OCB - - - - - - - - -
Clearing Members - - - - - - - - -
Sub-total (B)(2) - - - - - - - - -
Total Public Shareholding
(B)=(B)(1)+ (B)(2)
- - - - - - - - -
C. Shares held by
Custodian for GDRs &
ADRs
- - - - - - - -
Grand Total (A+B+C) - 1760000 1760000 100% - 1760000 1760000 100%

ii. Shareholding of Promoter & Promoter Group

Sn Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. of
Shares
% of total
Shares
of the
company
%of Shares
Pledged/
encumbered to
total shares
No. of
Shares
% of total
Shares
of the
company
%of Shares
Pledged/
encumbered to
total shares
shareholding
during the
year
1 M/s PCS Technology limited (PTL) 17,49,996 99.43% - 17,49,996 99.43% - -
2 Mr. Arihant G Patni- Nominee of
PTL
9990 0.57% - 9990 0.57% - -
3 Mr. Pramod Jain - Nominee of PTL 10 0% - 10 0% - -
4 Mr. D.K Jain- Nominee of PTL 1 0% - 1 0% - -
5 Mr. Sharad Hedukar Nominee of
PTL
1 0% - 1 0% - -
6 Mr. Harish C.Tandon -Nominee
of PTL
1 0% - 1 0% - -
7 Mr. Mir Prakash Jain- Nominee
of PTL
1 0% - 1 0% - -
There is no change in the Promoter's Shareholding pattern.
SN Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
For Each of the Top 10
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholders No. of shares % of total shares of the No. of shares % of total shares of the company
company
1 N.A. N.A. N.A. N.A. N.A.
iv. Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each
Key Managerial Personnel
Shareholding at the beginning
of the year
Year Cumulative Shareholding during the
No. of
shares
% of total shares of the
company
No. of shares % of total shares of the
company
1 Mr. Ashokkumar S. Patni 0 0% 0 0%
2 Mr. Harish C. Tandon 1 0% 1 0%
3 Mr. Mir Prakash Jain
INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rupees)
1 Secured Loans 0%
Unsecured Loans
1
Deposits
0%
V. excluding deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
-
-
2,50,00,000 - -
-
2,50,00,000
iii) Interest accrued but not due - - -
Total (i+ii+iii) - 2,50,00,000 - 2,50,00,000
Change in Indebtedness during the financial year - - -
* Addition - - -
* Reduction - - -
Net Change - - -
i) Indebtedness at the end of the financial year
Principal Amount
-
-
2,50,00,000 - -
-
2,50,00,000
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - -

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

Independent Auditor's Report to the members of PCS Positioning Systems (India) Limited

Report on the Audit of the Financial Statements

Opinion

I have audited the accompanying financial statements of PCS Positioning Systems (India) Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2021 and the Statement of Profit and Loss for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In my opinion and to the best of my information and according to the explanations given, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2021 and loss for the year ended on that date.

Basis for Opinion

I conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. My responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Financial Statements' section of my report. Iam independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to my audit of the financial statements under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matters

Key audit matters are those matters that, in my professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board's Report, including Annexures to Board's Report, but does not include the financial statements and my auditor's report thereon.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially consistent with the financial statements or my knowledge obtained during the course of my audit or otherwise appears to be materially misstated. Based on the work I have performed, I conclude that if there is a material misstatement of this other information, Iam required to report that fact. I have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, I exercise professional judgement and maintain professional skepticism throughout the audit. I also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.

PCS POSITIONING SYSTEMS (INDIA) Limited

Report on Other Legal and Regulatory Requirements

    1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, I give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
    1. As required by Section 143(3) of the Act, based on my audit, I report that:
  • (a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.
  • (b) In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination of those books.
  • (c) The Balance Sheet and the Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.
  • (d) In my opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
  • (e) On the basis of the written representations received from the directors as on 31st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 from being appointed as a director in terms of Section 164(2) of the Act.
  • (f) With respect to the report on adequacy of the Internal Financial Controls Over Financial Reporting of the Company and operating effectiveness of such control is not applicable to the company
  • (g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:
    • i. The Company does not have any pending litigations which would impact its financial position;
    • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
    • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.C. Bandi& Co. Chartered Accountants

Firm's Registration No. 130850W

S.C. Bandi Proprietor Membership No. 16932 UDIN: 21016932AAAAHG3324

Place: Mumbai Date: 11/05/2021

Annexure A to Independent Auditor's Report to the members of PCS Positioning Systems (India) Limited on the financial statements for the year ended 31st March 2021 – referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of my report of even date.

In term of the Companies (Auditor's Report) Order, 2016 ("the Order"), on the basis of information and explanation given to us and the books and records examined by us in the normal course of audit and such checks as I considered appropriate, to the best of my knowledge and belief, I state as under:

  • i. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification. The title deeds of all immovable properties are held in the name of the Company
  • ii. In view of the nature of business of the Company, it does not have any inventories and hence the provisions of clause 3(ii) of the Order are not applicable to the Company.

  • iii. The Company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 and hence the provisions of clause 3(iii) of the Order are not applicable to the Company.

  • iv. The Company has not granted any loans, or made any investments, or provided any guarantees or security to the parties covered under section 185 and section 186 of the Companies Act, 2013 and hence the provisions of clause 3(iv) of the Order are not applicable to the Company.
  • v. The Company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the Rules framed thereunder and hence the provisions of clause 3(v) of the Order are not applicable to the Company.
  • vi. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the activities of the Company.
  • vii. The Company is generally regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities. No payments were due in respect of provident fund, employee's state insurance, sales tax, service-tax, duty of customs, duty of excise, value added tax, goods and service tax and cess. There are no undisputed amounts payable in respect of such statutory dues which were in arrears as at 31st March 2021 for a period of more than six months from the date they become payable.

There are no dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax, goods and service tax, which have not been deposited on account of disputes.

  • vii. The Company does not have any borrowings from financial institutions or bank or Government or by way of debentures and hence the provisions of clause 3(viii) of the Order are not applicable to the Company.
  • ix. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence the provisions of clause 3(ix) of the Order are not applicable to the Company.
  • x. No fraud on or by the Company has been noticed or reported during the course of my audit.
  • xi. The Company has not paid/provided any managerial remuneration and hence the provisions of clause 3(xi) of the Order are not applicable to the Company.
  • xii. The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order are not applicable to the Company.
  • xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statements etc. as required by the applicable accounting standards.
  • xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence the provisions of clause 3(xiv) of the Order are not applicable to the Company.
  • xv. The Company has not entered into any non-cash transactions with directors or persons connected with them and hence the provisions of clause 3(xv) of the Order are not applicable to the Company.
  • xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For S.C. Bandi& Co. Chartered Accountants Firm's Registration No. 130850W

S.C. Bandi Proprietor Membership No. 16932 UDIN: 21016932AAAAHG3324

Place: Mumbai Date: 11/05/2021

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

Particulars Note As at
31-Mar-21
As at
31-Mar-20
I ASSETS
1 Non-Current Assets
(a) Long Term Loans and Advances 3 - -
Total non-current assets - -
2 Current assets
(b) Financial assets
(i) Trade receivables 4 - -
(ii) Cash and cash equivalents 5 1,072,410 1,118,690
(iii) Loans 6 - -
(c) Other assets 7 - -
Total current assets 1,072,410 1,118,690
TOTAL ASSETS 1,072,410 1,118,690
II EQUITY AND LIABILITIES
1 Equity
(a) Share capital 8 17,600,000 17,600,000
(b) Other equity 9 (53,293,090) (53,240,910)
Total Equity (35,693,090) (35,640,910)
2 Current Liabilities
(a) Financial liabilities
(i) Trade and other payables 10 11,765,500 11,759,600
(b) Other liabilities 11 25,000,000 25,000,000
Total current liabilities 36,765,500 36,759,600
1,072,410 1,118,690
The accompanying notes are an integral part of the financial statements
As per my report of even date attached

S C Bandi Propreitor Membership No. 16932

Place : Mumbai Date: 11/05/2021 A K Patni (Director)

M.P Jain (Director) Place : Mumbai

Date: 11/05/2021

H C Tandon (Director)

Statement of Profit and Loss for the year ended 31st March 2021

(Amount in Rs.)
Particulars Note Year ended
31-Mar-21
Year ended
31-Mar-20
REVENUE -
I. Revenue from Operations (net) - -
II. Other Income - -
III. Total Revenue (I+II) - -
IV. Expenses
Other expenses 12 52,180 171,959
Total expenses 52,180 171,959
V. Profit Before Tax (52,180) (171,959)
VI. Tax expense - -
VII. Profit for the year (V - VI) (52,180) (171,959)
VIII. OTHER COMPREHENSIVE INCOME /
(LOSSES)
i Items that will be reclassified subsequently to
the statement of profit and loss:
- -
Income tax on items that will be reclassified
subsequently to statement of profit and loss
- -
ii Items that will not be reclassified subsequently
to the statement of profit and loss:
- -
Income tax on items that will not be reclassified
subsequently to statement of profit and loss
- -
TOTAL OTHER COMPREHENSIVE INCOME
/ (LOSSES) (i-ii)
- -
IX TOTAL COMPREHENSIVE INCOME FOR
THE YEAR (VII+VIII)
(52,180) (171,959)
Earning per equity share of face value of
Rs.10 each
I) For Contuining operation
Basic (in Rs.) (0.03) (0.10)
Diluted (in Rs.)
II) For Discontuined Operations
Basic (in Rs.)
Diluted (in Rs.)
II) For Discontuined & Continuing Operations
Basic (in Rs.) (0.03) (0.10)
Diluted (in Rs.)
The accompanying notes are an integral part of the financial statements
As per my report of even date attached
For S C Bandi & Company
Chartered Accountants
For and on behalf of the Board of Directors
S C Bandi
Propreitor
Membership No. 16932 A K Patni
(Director)
H C Tandon
(Director)
M.P Jain
(Director)

Place : Mumbai Date: 11/05/2021

Place : Mumbai Date: 11/05/2021

PCS POSITIONING SYSTEMS (INDIA) Limited

Particulars Amount (in Rs.)
As at April 01, 2019 17,600,000
Changes in Equity share capital during the year -
As at March 31, 2020 17,600,000
Changes in Equity share capital during the year -
As at March 31, 2021 17,600,000
Other Equity Amount (in Rs.)
Particulars Reserves and Surplus Total Other
Securities
Premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
Earnings
Revaluation
Reserve
Equity
As at April 01, 2018 - - - - (51,562,569) (51,562,569)
Profit for the year -
-
-
-
-
-
-
-
(1,506,382) -
-
(1,506,382)
-
Total comprehensive income for the year - - - - (1,506,382) - (1,506,382)
As at March 31, 2019 -
-
-
-
-
-
-
-
-
(53,068,951)
-
-
-
(53,068,951)
Profit for the year - - - - (171,959) - (171,959)
Other Comprehensive Income - - - - - -
Total comprehensive income for the year -
-
-
-
-
-
-
-
(171,959)
-
-
-
(171,959)
-
As at March 31, 2020 - - - - (53,240,910) - (53,240,910)
Profit for the year
Other Comprehensive Income
-
-
-
-
-
-
-
-
(52,180) -
-
(52,180)
-
Total comprehensive income for the year - - - - (52,180) - (52,180)
Tax -
Reserve Withdrawn - - - - - -
As at March 31, 2021 - - - - (53,293,090) - (53,293,090)

The accompanying notes are an integral part of the financial statements

As per my report of even date attached

For S C Bandi & Company Chartered Accountants

S C Bandi Propreitor Membership No. 16932

Place : Mumbai Date: 11/05/2021 For and on behalf of the Board of Directors

A K Patni (Director)

H C Tandon (Director)

M.P Jain (Director)

Place : Mumbai Date: 11/05/2021

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

Amount (in Rs.)
PARTICULARS Year ended
31-Mar-21
Year ended
31-Mar-20
Cash flow arising from operating
activities:
Net loss before tax (52,180) (171,959)
Adjustment for: - -
Fixed assets written-off - -
Depreciation - -
Operating loss before working capital
changes
(52,180) (171,959)
Decrease/ (Increase) in Trade and other
Receivables
- 139,439
(Decrease)/ Increase in Trade and other
payables
5,900 8,850
Cash generated from operations (46,280) (23,670)
Income Tax paid (net of refunds) - -
Net cash flow from/used operating
activities
(46,280) (23,670)
Cash flow arising from investing activities - -
Cash flow arising from financing
activities
Proceeds from Unsecured Loans taken
from holding company
- -
Repayment of Unsecured Loan taken
from Directors
- -
Net Cash from financing activities - -
Net Increase/(Decrease) in Cash/Cash
Equivalents
(46,280) (23,670)
Cash and Cash Equivalents at the
beginning of the year
1,118,690 1,142,360
Cash and Cash Equivalents at end of the
year
1,072,410 1,118,690

Cash flow statement is as per books of accounts and found correct.

As per my report of even date attached

For S C Bandi & Company
Chartered Accountants
For and on behalf of the Board of Directors
S C Bandi
Propreitor
Membership No. 16932
A K Patni
(Director)
H C Tandon
(Director)
M.P Jain
(Director)
Place : Mumbai
Date: 11/05/2021
Place : Mumbai
Date: 11/05/2021

Notes to Financial Statements for the year ended 31st March 2021

1 Basis of Preparation

The Company is Incorporated on 29th June 2004 as a wholly owned subsidiary of PCS Technolgy Limited.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "IndAS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 April, 2017. Previous periods have been restated to IndAS.

These financial statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rule, 2015 read with Section 133 of the Companies Act, 2013.

2 Significant Accounting Policies

Revenue Recognition

Sale is recognized when risks and rewards of ownership are passed on to the customers, which is on dispatch of goods. Sales are stated exclusive of excise duty and sales tax including VAT wherever applicable. Service revenues are recognized in accordance with the terms and conditions of the contract.

Borrowing cost

Borrowing costs that is not directly attributable to the acquisition, construction or production of a qualifying asset is charged to the statement of profit and loss.

Particulars As at
31-Mar-21
As at
31-Mar-20
3 LONG TERM LOANS AND
ADVANCES
Income tax paid (net) - -
FBT paid (net) - -
4 TRADE RECEIVABLE - -
Unsecured, considered good - -
- -
CASH AND BANK BALANCES
Cash and Cash Equivalent
Balances with Banks - in Current
account
1,072,410 1,118,690
1,072,410 1,118,690
6 SHORT TERM LOANS AND
ADVANCES
Earnest Money Deposit - -
Advance recoverable in cash or
in kind
- -
- -
7 Other assets
Deposits - -
Advances to Suppliers - -
- -

PCS POSITIONING SYSTEMS (INDIA) Limited

Amount (in Rs.)
Particulars As at
31-Mar-21
As at
31-Mar-20
8 SHARE CAPITAL
Authorised
3,000,000 Equity shares of Rs.10/-
each
30,000,000 30,000,000
Issued, Subscribed and Paid up
1,760,000 Equity shares of Rs.10/-
each fully paid up
17,600,000 17,600,000
17,600,000 17,600,000
(a) Terms
/Rights
attached
to
equity shares
The Company has only one
class of equity shares having a
par value of Rs.10/- per share.
Each holder of equity share is
entitled to one vote per share.
In the event of liquidation of
the company, the holders of
equity shares will be entitled
to receive remaining assets of
the company, after distribution
of all preferential amounts. The
distribution will be in proportion
to the number of equity shares
held by the shareholders.
(b) Details of shareholders holding
more than 5% shares in the
company
Name of shareholder No. % No. %
PCS Technology Limited 1749996 99.43 1749996 99.43
9 OTHER EQUITY
Deficit in the statement of profit
and loss
Balance as per last Financial
Statement
(53,240,910) (53,068,951)
Loss for the year (52,180) (171,959)
(53,293,090) (53,240,910)
10 TRADE PAYABLE
Trade Payable
11,765,500 11,759,600
11,765,500 11,759,600
11 OTHER CURRENT LIABILITIES
Inter corporate deposits
25,000,000 25,000,000
Trade Advances -
25,000,000
-
25,000,000
12 OTHER EXPENSES
Rates & Taxes 600 4,200
Legal, Professional & Consultancy
charges
26,550 19,470
Auditor's Remuneration - As
auditors
23,600 8,850
Bank Charges
Debit Credit Balance W/off
1,430
-
-
139,439
52,180 171,959

13 CURRENT AND DEFERRED TAX

The major components of income tax expense for the year ended March 31, 2021 and March 31, 2020 are:

a) Income tax expense

Amount (in Rs.)

Particulars 2020-21 2019-20
i) Current tax
Current tax on profits for the year - -
Adjustments for current tax of
prior period
- -
Total current tax expense - -
ii) Deferred tax
(Decrease) Increase in deferred
tax liabilities
- -
Decrease (Increase) in deferred
tax assets
- -
Trfd to OCI on actuarial gain or
loss
- -
Total deferred tax
expense (benefit)
- -
Income tax expense - -
The reconciliation between the Statutory income tax rate
applicable to the Company and the effective income tax rate of the
Company is as follows
Particulars 2020-21 2019-20
a) Statutory income tax rate 0.00% 0.00%
b) Differences due to:
i) Expenses not deductible for tax 0.00% 0.00%
purposes
ii) Income exempt from income tax 0.00% 0.00%
iii) Income tax incentives 0.00% 0.00%
iv) Others 0.00% 0.00%

c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have been recognised in equity and not in Statement of Profit and Loss or other comprehensive income.

d) Current tax liabilities (net)

Particulars As at
31-03-2021
As at
31-03-2020
Opening balance - -
Add: Current tax payable for the year - -
Less: Taxes paid - -
Closing balance - -

e) Current tax assets (net)

Particulars As at
31-03-2021
As at
31-03-2020
Opening balance - -
Add: Tax paid in advance, net of
provisions during the year
- -
Less: Current tax payable for the
year
- -
Closing balance - -

ANNUAL REPORT 2020-2021 PCS Positioning Systems (India) Ltd.

f) Deferred tax liabilities (net)

i) The balance comprises temporary differences attributable to the below items and corresponding movement in deferred tax liabilities | (assets):

Particulars As at
31-03-2021
(charged)
Credited to
profit or loss
As at
31-03-2020
(charged)
Credited to profit
or loss OCI
Property, plant and equipment - - -
Other Intangible assets - - -
Fair valuation of Investments - - -
Export Incentives - - -
Total deferred tax liabilities - - - -
Impairment in value of
investments
- - - -
Provision for Warranty expenses - - - -
Provision for leave encashment - - - -
Provision for gratuity - - - -
Provision for VRS - - - -
Fair valuation of loans to
subsidiary company
- - - -
Total deferred tax assets - - - -
Net deferred tax (asset)
liability
- - - -

f) Unrecognsied temporary differences

The Company has not recognised deferred tax liability associated with fair value gains on equity share measured at OCI as based on Management projection of future taxable income and existing plan it is not probable that such difference will reverse in the foreseeable future.

14 EMPLOYEE BENEFIT OBLIGATIONS

Gratuity

Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. However, the Company do not have any employee on employment basis. Therefore all disclosures associated with emplyee benefit obligations are not applicable.

15 Fair Value Measurement

a) Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. There are no financial assets and liabilities which needs to be measured at amortised cost.

There were no transfers between any of the following levels during the year:

Level 1:

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value (NAV).

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

  • i) the use of quoted market prices or dealer quotes for similar instruments
  • ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
  • iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date
  • iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.
  • v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

d) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

16 CAPITAL MANAGEMENT

Risk management

The primary objective of the Company's Capital Management is to maximise shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital plus total debt.

For the purposes of the Company's capital management, the Company considers the following components of its Balance Sheet to be managed capital:

PCS POSITIONING SYSTEMS (INDIA) Limited

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

Particulars 31-Mar-21 31-Mar-20
Total Debt 25,000,000.00 25,000,000.00
Total Equity (35,693,090.00) (35,640,910.00)
Debt-Equity ratio (0.70) (0.70)
  • 17 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
  • (a) The criteria for Corporate Social Responsibilities are not applicable to the Company.
  • (b) Amount spent during the year: Nil
  • 18 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to confirm to Ind AS presentation requirements

19 ROUNDING OFF

Figures are round off the nearest Rupee.

20 There is no amount due to "Micro or Small Enterprises" under Micro, Small, and Medium Enterprise Act, 2006. Further no interest is paid/ payable in the terms of section 16 of the said Act.

Current liabilities, has been determined to the extent such parties have been identified on the basis of the information available with the company.

21 The Company has brought forward losses and unabsorbed depreciation as per Income Tax Act. However in view of absence of virtual certainty that the brought forward losses and unabsorbed depreciation will be utilized in future, deferred tax asset in respect of these items is not recognized.

22 Particulars of Earnings per share :

Particulars 31-Mar-21 31-Mar-20
(a) Net (Loss) for the year (Rs.) (52,180) (171,959)
(b) Number of equity shares
outstanding at the beginning
and at the end of the year
1,760,000 1,760,000
(c) Weighted average number
of shares outstanding during
the year
1,760,000 1,760,000
(d) Nominal value of the shares
(Rs.)
10 10
(e) Basic Earning per share
(Rs.)
(0.03) (0.10)

23 Related parties disclosures:

  • A) Name of related parties where control exists:
  • a) Holding Company
      1. PCS Technology Limited
  • B) Other related parties with whom there are transactions during the year:
  • a) Key Management Personnel
    1. Mr. A.K.Patni (Director)
  • 24 Balance outstanding as on 31/03/2021
Description Holding
Compay
Key
Management
Personnel
Affiliates Total
Payables
PCS Technology 11,733,050 11,733,050
Limited (11,733,050) (11,733,050)
Inter corporate
deposits
PCS Technology 25,000,000 25,000,000
Limited (25,000,000) (25,000,000)

Note: Previous year figure are shown in brackets

25 Figures for the previous year have been regrouped/ rearranged wherever necessary.

As per my report of even date attached

For S C Bandi & Company Chartered Accountants

For and on behalf of the Board of Directors

H C Tandon (Director)

S C Bandi Propreitor Membership No. 16932

(Director)

A K Patni

M.P Jain (Director)

Place : Mumbai Date: 11/05/2021

Place : Mumbai Date: 11/05/2021

PCS INFOTECH LIMITED

MANAGEMENT & ADMINISTRATION

DIRECTORS : Gajendra kumar Patni, Ashok Kumar Patni,
R. Bharucha
REGISTERED OFFICE : S. No. 1-A, F-1, Irani Market Compound, Yerawada,
Pune - 411 106.
CIN : U72900PN2012PLC145598

DIRECTORS' REPORT

The Members,

PCS INFOTECH LIMITED

Your Directors of the Company are pleased to present the 9th Annual Report with the statement of Audited financial accounts for the financial year ended 31st March 2021.

FINANCIAL RESULTS

(Rs in lakhs)
Particulars Financial
Year ended
31.03.2021
Financial
Year ended
31.03.2020
Net Sales and other Income 04.26 05.21
Expenses 0.52 0.44
Profit/ (Loss) before interest ,
depreciation & taxation
03.73 04.77
Interest - -
Depreciation - -
Profit /(Loss) before Taxation 03.73 04.07
Provision for Taxation (Net) 0.99 01.14
Net Profit / (loss) for the year 02.73 02.93

OPERATIONS

During the year, the Company has focused only on selected orders, where cost and margins are fair.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of the Annual return in Form MGT-9 is enclosed in Annexure I

DIVIDEND

In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2021.

RESERVES

Since, the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review.

MATERIAL CHANGES & COMMITEMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

No, material changes & Commitments have occurred between the end of Financial year of the Company to which the Financial statement relates and the date of this report which affects the financial position of the Company.

DIRECTORS

Retirement by Rotation

As per Article 105 of the Articles of Association of the Company, Mr. Gajendra Kumar Patni, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment on the Board of your company.

Cessation

Mr. Ravi Kumar Sankaran resigned as on 30th June, 2021 for the F.Y 2020-21.

Meetings

During the year under review, 5 (five) Board Meetings were convened and held as on 22nd June, 2020, 30th June, 2020, 19th August, 2020, 6th November, 2020 and 29th January, 2021. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Statutory Auditors

The Company's Auditors, Mr. S.C Bandi of M/s S.C Bandi & Co., Chartered Accountants, Mumbai were appointed by the shareholders at the 8th Annual General Meeting held on 21st September, 2020 to hold office until the conclusion of the 13th Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

    1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
    1. Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2021 and of the profit of the company for the said year;
    1. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
    1. Annual Accounts have been prepared on a going concern basis.
    1. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

All the Details regarding Loans, Guarantees and Investments as required under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All the Related party transactions under section 188 of Company Act, 2013, are presented to the Audit Committee and the Board approval is obtained for the transactions made by the Company.

DEPOSITS

Your Company has neither invited nor accepted any deposits from the public so far.

PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Since the Company has not carried out any business activity, the Company has nothing significant to disclose information under the Section 134 (3) (m) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors express their warm appreciation to all the stakeholder of the Company for their co-operation extended to the Company

On behalf of the Board of Directors

Director Director
Place: Mumbai, A.K Patni G.K Patni
Date: 11th May, 2021 (DIN: 00014194) (Din: 00014163)

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

Annexure 1

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2021

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN U72900PN2012PLC145598
Registration Date 05/12/2012
Name of the Company PCS Infotech Limited
Category/Sub-category of the Company Computer Information Technology & Information Technology Enabled
Services
Address of the Registered office & contact details S. No. 1A, F-1, Irani Market Compound, Yerawada, Pune- 411006
Whether listed company No
Name, Address & contact details of the Registrar & Transfer Agent, if any. N.A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Computer software and related Activities 6202 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/
Associate
% of shares held Applicable Section
1 PCS Technology Limited L74000MH1981PLC024279 Holding 100 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year
[As on 31-March-2020]
No. of Shares held at the end of the year
[As on 31-March-2021]
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
A. Promoters - - - - - - - - -
(1) Indian - - - - - - - - -
a) Individual/ HUF - 7 - - - 7 - - -
b) Central Government - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate/
Companies
- 499993 499993 100% - 499993 499993 100%
e) Banks / Financial
Institutions
- - - - - - - - -
f) Director/ Relatives - - - - - - - - -
g) Any other - - - - - - - - -
Sub Total A(1) - 500000 500000 100% - 500000 500000 100% -
(2) Foreign
a) Individuals (NRIs /
Foreign Individuals)
- - - - - - - - -
b) Other Individuals - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks / Financial
Institutions
- - - - - - - - -
f) Any other - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of
Promoter (A)=(A)(1)+(A)(2)
- - - - - - - - -

PCS INFOTECH LIMITED

Category of Shareholders [As on 31-March-2020] No. of Shares held at the beginning of the year No. of Shares held at the end of the year [As on 31-March-2021] % Change
during the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
B. Public Shareholding - - - - - - - -
1. Institutions - - - - - - - -
a) Mutual Funds / UTI - - - - - - - -
b) Banks / Financial
Institutions
- - - - - - - -
c) Central Government - - - - - - - -
d) State Government - - - - - - - -
e) Venture Capital Funds - - - - - - - -
f) Insurance Companies - - - - - - - -
g) Foreign Institutional
Investors
- - - - - - - -
h) Foreign Venture Capital
Funds
- - - - - - - -
i) Any Other - - - - - - - -
Sub Total (B)(1) - - - - - - - -
2. Non-Institutions - - - - - - - -
a) Bodies Corporate - - - - - - - -
b) Individuals - - - - - - - -
i) Individual shareholders
holding nominal share
capital upto Rs. 1 lakh
- - - - - - - -
ii) Individual shareholders
holding nominal share
capital in excess of Rs 1 lakh
- - - - - - - -
c) Any Other - - - - - - - -
Foreign Bodies - D R - - - - - - - -
Other Directors /Relatives - - - - - - - -
Foreign Portfolio Investor - - - - - - - -
Non Resident Indians - - - - - - - -
OCB - - - - - - - -
Clearing Members - - - - - - - -
Sub-total (B)(2) - - - - - - - -
Total Public Shareholding
(B)=(B)(1)+ (B)(2)
- - - - - - - -
C. Shares held by
Custodian for GDRs &
ADRs
- - - - - - - -
Grand Total (A+B+C) - 500000 500000 100% - 500000 500000 100%

ii. Shareholding of Promoter & Promoter Group

SN Shareholder's Name Shareholding at the beginning of the
year
Shareholding at the end of the year % change in
shareholding
No. of
Shares
% of total
Shares
of the
company
%of Shares
Pledged /
encumbered
to total
shares
No. of
Shares
% of total
Shares
of the
company
%of Shares
Pledged /
encumbered
to total shares
during the year
1 M/s PCS Technology limited (PTL) 499,993 100% - 499,993 100% -
2 Mr. A. K. Patni- Nominee of PTL 1 0% - 1 0% -
3 Mr. Gajendrakumar Patni- Nominee of PTL 1 0% - 1 0% -
4 Mr. Harish Chandra Tandon- Nominee of PTL 1 0% - 1 0% -
5 Mr.Sharad Hedukar- Nominee of PTL 2 0% - 3 0% - -
6 Mr. Ravi Kumar Sankaran- Nominee of PTL* 1 0% - 0 0% - -
7 Mr. Mir Prakash Jain- Nominee of PTL 1 0% - 1 0% - -

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

iii. Change in Promoters' Shareholding (please specify, if there is no change) There is no significant change in promoter holding as on 31st March, 2021 except one in mentioned in above table. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company N.A. N.A. N.A. N.A. N.A. iv. Shareholding of Directors and Key Managerial Personnel: SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company 1 Mr. Gajendrakumar Patni 1 0% 1 0% 2 Mr. Ashokkumar S. Patni 1 0% 1 0% 3 Mr. Ravi kumar Sankaran* 1 0% 0 0% 4 Mr. Rohintan Bharucha 0 0% 0 0% Resigned w.e.f. 30th June, 2021 V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rupees) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year - - - i) Principal Amount - - - ii) Interest due but not paid - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - - Change in Indebtedness during the financial year - - - - * Addition - - - - * Reduction - - - - Net Change - - - - Indebtedness at the end of the financial year - - - i) Principal Amount - - - ii) Interest due but not paid - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - -

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: N.A.

B. Remuneration to other directors (Independent) : N.A.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: N.A.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

PCS INFOTECH LIMITED

Independent Auditor's Report to the members of PCS Infotech Limited

Report on the Audit of the Financial Statements

Opinion

I have audited the accompanying financial statements of PCS Infotech Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2021 and the Statement of Profit and Loss for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In my opinion and to the best of my information and according to the explanations given, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2021 and loss for the year ended on that date.

Basis for Opinion

I conducted my audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. My responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Financial Statements' section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to my audit of the financial statements under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Key Audit Matters

Key audit matters are those matters that, in my professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board's Report, including Annexures to Board's Report, but does not include the financial statements and my auditor's report thereon.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially consistent with the financial statements or my knowledge obtained during the course of my audit or otherwise appears to be materially misstated. Based on the work I have performed, I conclude that If, there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, I exercise professional judgement and maintain professional skepticism throughout the audit. I also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

  1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, I give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

    1. As required by Section 143(3) of the Act, based on my audit, I report that:
  • (a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.
  • (b) In my opinion, proper books of account as required by law have been kept by the Company so far as it appears from my examination of those books.
  • (c) The Balance Sheet and the Statement of Profit and Loss, dealt with this Report are in agreement with the books of account.
  • (d) In my opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
  • (e) On the basis of the written representations received from the directors as on 31st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 from being appointed as a director in terms of Section 164(2) of the Act.
  • (f) With respect to the report on adequacy of the Internal Financial Controls Over Financial Reporting of the Company and operating effectiveness of such control is not applicable to the company
  • (g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to us:
    • i. The Company does not have any pending litigations which would impact its financial position;
    • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
    • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.C. Bandi & Co.

Chartered Accountants Firm's Registration No. 130850W

S.C. Bandi Proprietor Membership No. 16932 UDIN: 21016932AAAAHF1879

Date: 11/05/2021 Place: Mumbai

Annexure A to Independent Auditor's Report to the members of PCS Infotech Limited on the financial statements for the year ended 31st March 2021 – referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of my report of even date.

In term of the Companies (Auditor's Report) Order, 2016 ("the Order"), on the basis of information and explanation given to me and the books and records examining by me in the normal course of audit and such checks as I considered appropriate, to the best of my knowledge and belief, I state as under:

  • i. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification. The title deeds of all immovable properties are held in the name of the Company
  • ii. In view of the nature of business of the Company, it does not have any inventories and hence the provisions of clause 3(ii) of the Order are not applicable to the Company.

iii. The Company has not granted any loan, secured or unsecured, to

companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 and hence the provisions of clause 3(iii) of the Order are not applicable to the Company.

  • iv. The Company has not granted any loans, or made any investments, or provided any guarantees or security to the parties covered under section 185 and section 186 of the Companies Act, 2013 and hence the provisions of clause 3(iv) of the Order are not applicable to the Company.
  • v. The Company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the Rules framed thereunder and hence the provisions of clause 3(v) of the Order are not applicable to the Company.
  • vi. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the activities of the Company.
  • vii. The Company is generally regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities. No payments were due in respect of provident fund, employee's state insurance, sales tax, service-tax, duty of customs, duty of excise, value added tax, goods and service tax and cess. There are no undisputed amounts payable in respect of such statutory dues which were in arrears as at 31st March 2021 for a period of more than six months from the date they become payable.

There are no dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax, goods and service tax, which have not been deposited on account of disputes.

  • viii. The Company does not have any borrowings from financial institutions or bank or Government or by way of debentures and hence the provisions of clause 3(viii) of the Order are not applicable to the Company.
  • ix. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence the provisions of clause 3(ix) of the Order are not applicable to the Company.
  • x. No fraud on or by the Company has been noticed or reported during the course of my audit.
  • xi. The Company has not paid/provided any managerial remuneration and hence the provisions of clause 3(xi) of the Order are not applicable to the Company.
  • xii. The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order are not applicable to the Company.
  • xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the financial statements etc. as required by the applicable accounting standards.
  • xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence the provisions of clause 3(xiv) of the Order are not applicable to the Company.
  • xv. The Company has not entered into any non-cash transactions with directors or persons connected with them and hence the provisions of clause 3(xv) of the Order are not applicable to the Company.
  • xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence the provisions of clause 3(xvi) of the Order are not applicable to the Company.

For S.C. Bandi & Co. Chartered Accountants Firm's Registration No. 130850W

S.C. Bandi Proprietor Membership No. 16932 UDIN: 21016932AAAAHF1879 Date: 11/05/2021

Place: Mumbai

PCS INFOTECH LIMITED

Particulars Note As at (Amount in Rs.)
As at
31-Mar-2021 31-Mar-2020
ASSETS
Non-Current assets
Other assets 3 - -
Current assets
Financial assets
Investments 4 - -
Trade receivables 5 - -
Cash and cash equivalents 6 1,114,952 1,238,584
Other balances with banks 7 8,000,000 7,500,000
Loans 8 70,755 97,398
Current tax assets (net) 9 - 5,563
Current assets 10 - -
9,185,707 8,841,545
EQUITY AND LIABILITIES
Equity
Share Capital 11 5,000,000 5,000,000
Other equity 12 4,077,139 3,803,195
Non-current liabilities
Other liabilities 13 - -
Current Liabilities
Trade and other payables 14 32,450 38,350
Current tax Liabilities (net) 15 76,118 -
9,185,707 8,841,545
The accompanying notes are an integral part of the financial statements
As per my report of even date attached
For S.C. Bandi & Co.
Chartered Accountants
For and on behalf of the Board of Directors
S. C. Bandi
(Proprietor)
M. No. 16932
A. K. Patni
(Director)
G. K. Patni
(Director)
Place: Mumbai
Date : 11/05/2021
Place: Mumbai
Date : 11/05/2021

Statement of Profit and Loss FOR THE YEAR ENDED 31ST MARCH, 2021

(Amount in Rs.)
Particulars Note Period ended
31-Mar-2021
Period ended
31-Mar-2020
REVENUE
I. Revenue from operations (Net) 16 - -
II. Other Income 17 425,520 521,639
III. Total Revenue 425,520 521,639
IV. EXPENSES
Employee benefits expense 18 - -
Other expenses 19 52,218 44,374
Total Expenses 52,218 44,374
V. Profit before tax 373,302 477,265
EXCEPTIONAL ITEMS 20 - (70,200)
PROFIT AFTER EXCEPTIONAL ITEMS 373,302 407,065
VI. Tax expenses:
Current tax 100,000 110,000
Short Provision for Income Tax (642) 3,610
Total tax expenses 99,358 113,610
VII. Profit after tax 273,944 293,455
VIII. OTHER COMPREHENSIVE INCOME /
(LOSSES)
i) Items
that
will
be
reclassified - -
subsequently to the statement of profit
and loss:
Income tax on items that will be
-
reclassified subsequently to statement of -
profit and loss
ii) Items that will not be reclassified - -
subsequently to the statement of profit
and loss:
Income tax on items that will not be - -
reclassified subsequently to statement of
profit and loss - -
TOTAL OTHER COMPREHENSIVE INCOME
/ (LOSSES) (i-ii)
IX TOTAL COMPREHENSIVE INCOME FOR 273,944 293,455
THE YEAR (VII+VIII)
Earning per equity share of face value of
Rs.10 each
I) For Contuining operation
Basic (in Rs.) 0.55 0.59
Diluted (in Rs.)
II) For Discontuined Operations
Basic (in Rs.) - -
Diluted (in Rs.)
II) For Discontuined & Continuing
Operations
Basic (in Rs.) 0.55 0.59
Diluted (in Rs.)
The accompanying notes are an integral part of the financial statements
As per my report of even date attached
For S.C. Bandi & Co.
Chartered Accountants
For and on behalf of the Board of Directors
S. C. Bandi A. K. Patni G. K. Patni
(Proprietor) (Director) (Director)
M. No. 16932
Place: Mumbai
Date : 11/05/2021
Place: Mumbai
Date : 11/05/2021

Statement of Changes in Equity for the year ended 31 March, 2021

A
Equity Share Capital
---------------------------
Particulars Amount (in Rs.)
As at April 01, 2019 5,000,000
Changes in Equity share capital during the year -
As at March 31, 2020 5,000,000
Changes in Equity share capital during the year -
As at March 31, 2021 5,000,000
Particulars Reserves and Surplus Total Other
Securities
Premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
Earnings
Revaluation
Reserve
Equity
As at April 01, 2019 - - - - 3,509,740 - 3,509,740
Profit for the year - - - - 293,455 - 293,455
Other Comprehensive Income - - - - - -
Total comprehensive income for the year - - - - 293,455 - 293,455
Dividend paid (including dividend distribution
tax)
- - - - - - -
As at March 31, 2020 - - - - 3,803,195 - 3,803,195
Profit for the year - - - - 273,944 - 273,944
Other Comprehensive Income - - - - - -
Total comprehensive income for the year - - - - 273,944 - 273,944
Dividend paid (including dividend distribution
tax)
- - - - - - -
Reserve Withdrawn - - - - - -
As at March 31, 2021 - - - - 4,077,139 - 4,077,139

The accompanying notes form an integral part of the Financial Statements

Significant Accounting Policies and Notes to Financial Statements

As per my report of even date attached For S.C. Bandi & Co. Chartered Accountants

For and on behalf of the Board of Directors

G. K. Patni (Director)

S. C. Bandi (Proprietor) M. No. 16932

Place: Mumbai Date : 11/05/2021

A. K. Patni (Director)

Place: Mumbai Date : 11/05/2021

PCS INFOTECH LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

(Amount in Rs.)
Particulars Year ended
31-Mar-2021
Year ended
31-Mar-2020
A. Cash flow from operating
activities
Net profit before tax and extra
ordinary items
373,302 407,065
Operating profit before working
capital changes
407,065
Decrease/ (increase) in trade and
others receivables
5,563 (5,563)
(Decrease)/ increase in trade and
other payables
70,218 (5,350)
Cash generated from operations 449,083 396,152
Income tax paid (net of refunds) (99,358) (113,610)
Net cash flow from/ (used in)
operating activities
349,725 282,542
B. Cash flow from investing
activities
(473,357) (1,427,294)
(473,357) (1,427,294)
C. Cash from financing activities
Repayment of long-term borrowings
(net)
- -
Issue of share capital - -
Purchase of non-current
investments
- -
Net cash from/ (used in) financing
activities
- -
Net increase/ (decrease) in cash
and cash equivalents
(123,632) (1,144,752)
Cash and cash equivalents at
beginning of the period
1,238,584 2,383,336
Cash and cash equivalents at end of
the period
1,114,952 1,238,584
The accompanying notes are an integral part of the financial statements
As per my report of even date attached
For S.C. Bandi & Co.
Chartered Accountants
For and on behalf of the Board of Directors
S. C. Bandi
(Proprietor)
M. No. 16932
A. K. Patni
(Director)
G. K. Patni
(Director)
Place: Mumbai
Date : 11/05/2021
Place: Mumbai
Date : 11/05/2021

Notes to financial statements for the year ended 31 March 2021

1 Basis of preparation:

The Company is incorporated on 5th December 2012 as a wholly owned subsidiary of PCS Technology Limited.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "IndAS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1 April, 2017. Previous periods have been restated to IndAS.

These financial statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rule, 2015 read with Section 133 of the Companies Act, 2013.

2 Significant Accounting Policies:

a Revenue recognition:

Revenue is recognised as per the provisions of the Indian Accounting Standards 18 on "Revenue Recognition" issued by Institute of Chartered Accountants of India and the provisions of The Companies Act, 2013

b Taxes on income:

Tax expenses comprise current tax and deferred tax charges or release. Deferred tax is recognized on timing difference subject to consideration and prudence, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent period.

c Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as a result of past events and it is probable that there will be outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

Particulars As at
31-Mar-2021
As at
31-Mar-2020
3 Other assets
Income tax paid (Net of provisions) - -
- -
4 Current Investments
Unsecured, considered good
(Previous Year 8.75% Axis Bank -
Perpetual Bonds)
- -
(Unquoted) (Book Value 6016200/-)
- -
5 Trade receivables
Sundry Debtors
- -
6 Cash and Bank Balances
Cash & Cash Equivalents
Cash in hand - -
Balances with Banks
In Current account 1,114,952 1,238,584
1,114,952 1,238,584

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

As at 31-Mar-2020

31-Mar-2021

Opening balance 3,803,195 3,509,740 Add: Profit for the year 273,944 293,455 Closing balance 4,077,139 3,803,195

Particulars As at
31-Mar-2021
As at
31-Mar-2020
7 OTHER BALANCES WITH BANKS
Deposits with Original maturity of
more than 3 months but less than 12
months
8,000,000 7,500,000
8,000,000 7,500,000
8 Short Term Loans and Advances
Prepaid Expenses - -
Inter Corporate Deposits: In Others
(Unquoted)
Other receivables 70,755 97,398
70,755 97,398
9 Current tax assets (net)
Income tax paid (Net of provisions) - 5,563
- 5,563
10 Other Current Assets
Prepaid expenses - -
Security Deposits -
-
-
-
Particulars As at As at
31-Mar-2021 31-Mar-2020
11 SHARE CAPTIAL
Authorised
10,00,000 Equity Share of Rs.10
each
10,000,000 10,000,000
Issued, Subscribed and Paid-up
500,000 Equity Shares of Rs.10 fully
paid-up
5,000,000 5,000,000
5,000,000 5,000,000
a) Terms/ Rights attached to Equity Shares:
The Company has only one class of equity shares having a par value of
Rs.10 per share. Each holder of equity share is entitled to one vote per
share. In the event of liquidation of the company, the holders of equity
shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
b) Reconciliation of the shares outstanding at the beginning and end
of the year:
Particulars Number Amount
Shares outstanding at the beginning of
the year
500,000 5,000,000
Shares issued during the year - -
Shares outstanding at the end of the year 500,000 5,000,000
c) Details of shareholding more than 5% shares of total shares in the
Company:
Name of shareholder As at
31-Mar-2021
As at
31-Mar-2020
Statutory dues and taxes payable - -
- -
14 Trade Payables
Trade Payables 32,450 38,350
32,450 38,350
15 Other current liabilities
Income tax Provision (Net of taxes
paid)
76,118 -
76,118 -
(Amount in Rs.)
Particulars Period ended
31-Mar-2021
Period ended
31-Mar-2020
16 Revenue from Operations
Sale of Goods
Sales of Services
- -
17 Other Income
Interest Received 425,520 496,874
Misc Income - 24,765
425,520 521,639
18 Employee benefit expenses
Staff Welfare expenses - -
19 Other expeses - -
Travelling expenses 3,000 -
Rates & Taxes 600 4,200
Audit Fees 23,600 8,850
Legal & Professional Charges 23,600 31,270
Miscellaneous expenses 1,418 54
52,218 44,374
20 EXCEPTIONAL ITEMS

Particulars As at

12 Reserves and Surplus

13 Other current liabilities

Loss on impairment of investment - 70,200
- 70,200
Name of shareholder As at
31-Mar-2021
As at
31-Mar-2020
No.of
shares
%
holding
No.of
shares
%
holding
PCS Technology Limited 500,000 100.00 500,000 100.00

PCS INFOTECH LIMITED

21 CURRENT AND DEFERRED TAX

The major components of income tax expense for the year ended March 31, 2021 and March 31, 2020 are:

a) Income tax expense

Particulars 2020-21 2019-20
i) Current tax
Current tax on profits for the year - -
Adjustments for current tax of prior period - -
Total current tax expense - -
ii) Deferred tax
(Decrease) Increase in deferred tax liabilities - -
Decrease (Increase) in deferred tax assets - -
Trfd to OCI on actuarial gain or loss - -
Total deferred tax expense (benefit) - -
Income tax expense - -
Company is as follows
Particulars 2020-21 2019-20
a) Statutory income tax rate 0.00% 0.00%
b) Differences due to:
i) Expenses not deductible for tax purposes 0.00% 0.00%
ii) Income exempt from income tax 0.00% 0.00%
iii) Income tax incentives 0.00% 0.00%
iv) Others 0.00% 0.00%
Effective income tax rate 0.00% 0.00%

c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have been recognised in equity and not in Statement of Profit and Loss or other comprehensive income.

d) Current tax liabilities (net)

Particulars As at
31-03-2021
As at
31-03-2020
Opening balance - -
Add: Current tax payable for the year - -
Less: Taxes paid - -
Closing balance - -

e) Current tax assets (net)

Particulars As at
31-03-2021
As at
31-03-2020
Opening balance - -
Add: Tax paid in advance, net of
provisions during the year
- -
Less: Current tax payable for the
year
- -
Closing balance - -

f) Deferred tax liabilities (net)

i) The balance comprises temporary differences attributable to the below items and corresponding movement in deferred tax liabilities | (assets):

Particulars As at
31-03-2021
(charged)
Credited
to profit or
loss
As at
31-03-2020
(charged)
Credited
to profit or
loss OCI
Property, plant and equipment - - -
Other Intangible assets - - -
Fair valuation of Investments - - -
Export Incentives - - -
Total deferred tax liabilities - - - -
Impairment in value of investments - - - -
Provision for Warranty expenses - - - -
Provision for leave encashment - - - -
Provision for gratuity - - - -
Provision for VRS - - - -
Fair valuation of loans to subsidiary
company
- - - -
Total deferred tax assets - - - -
Net deferred tax (asset) liability - - - -

g) Unrecognsied temporary differences

The Company has not recognised deferred tax liability associated with fair value gains on equity share measured at OCI as based on Management projection of future taxable income and existing plan it is not probable that such difference will reverse in the foreseeable future.

22 EMPLOYEE BENEFIT OBLIGATIONS

Gratuity

Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. However, the Company do not have any employee on employment basis. Therefore all disclosures associated with emplyee benefit obligations are not applicable.

23 Fair Value Measurement

a) Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. There are no financial assets and liabilities which needs to be measured at amortised cost.

There were no transfers between any of the following levels during the year:

Level 1:

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value (NAV).

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

  • i) the use of quoted market prices or dealer quotes for similar instruments
  • ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
  • iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date
  • iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.
  • v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

d) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

24 CAPITAL MANAGEMENT

Risk management

The primary objective of the Company's Capital Management is to maximise shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital plus total debt.

For the purposes of the Company's capital management, the Company considers the following components of its Balance Sheet to be managed capital:

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

Particulars 31-Mar-21 31-Mar-20
Total Debt - -
Total Equity 5,000,000.00 5,000,000.00
Debt-Equity ratio - -

25 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

  • (a) The criteria for Corporate Social Responsibilities are not applicable to the Company.
  • (b) Amount spent during the year: Nil

26 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to conform to Ind AS presentation requirements

27 ROUNDING OFF

Figures are round off the nearest Rupee.

28 There is no amount due to "Micro or Small Enterprises" under Micro, Small, and Medium Enterprise Act, 2006. Further no interest is paid/ payable in the terms of section 16 of the said Act.

29 Particulars of Earnings Per Shares:

Particulars 31-Mar-21 31-Mar-20
a) Net Profit for the year
Before extraordinary items (Rs.) 273,944 293,455
After extraordinary items (Rs.) 273,944 293,455
b) Number
of
equity
shares
outstanding at the beginning and
at the end of the year
500,000 500,000
c) Nominal Value of the shares
(Rs.)
10.00 10.00
d) Basic and diluted Earning per
share (Rs.) (a/b)
0.55 0.59

30 Related parties disclosures:

A Names of the related parties (where control exists) PCS Technology Limited - Holding Company

B There are no transactions during the current & previous year with any of the related party.

As per my report of even date attached

For S.C. Bandi & Co. Chartered Accountants

S. C. Bandi (Proprietor) M. No. 16932 A. K. Patni (Director)

G. K. Patni (Director)

For and on behalf of the Board of Directors

Place: Mumbai Date : 11/05/2021

Place: Mumbai Date : 11/05/2021

independent AUDITOR'S REPORT (CONSOLIDATED ACCOUNTS)

TO THE BOARD OF DIRECTORS OF PCS TECHNOLOGY LIMITED

Report on the Audit of the Consolidated Financial Results for the fourth quarter as well as year ended as on 31st March, 2021

Opinion:

We have audited the accompanying Consolidated Financial Results of PCS TECHNOLOGY LIMITED (hereinafter referred to as the "Holding Company") and its subsidiary companies (the Holding Company and its subsidiary companies together referred to as 'the Group')for the fourth quarter as well as the year ended 31 March 2021, ("the Statement" or "consolidated financial results"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended {'Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements of the subsidiary companies referred to in the 'Other Matter' below, the aforesaid Consolidated financial statements give the information required by the Companies Act,2013 ("the Act") :-

  • a. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
  • b. Give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 31 March 2021.

Pcs Technology Ltd (the " Holding Company") has two subsidiaries :

    1. PCS Positioning Systems (India) Ltd
    1. PCS Infotech Ltd

Basis for Opinion:

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We arc independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated Financial results.

Management's and Board of Directors Responsibilities for the Consolidated Financial Results

These consolidated Financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial results, the respective Management and the Board of Directors of the entities included in the Group are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the entities included in the Group are responsible for overseeing the financial reporting process of each entity.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results.

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    1. Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of consolidated financial statements on whether the entity has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors of the Holding Company.
    1. Conclude on the appropriateness of the Management's and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
    1. Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.
    1. Obtain sufficient appropriate audit evidence regarding the financial results/ financial information of the entities within the Group and its subsidiary companies to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial

FORTieth Annual Report 2020-2021

independent AUDITOR'S REPORT (CONSOLIDATED ACCOUNTS)

results of which we are the independent auditors. For the other entities included in the consolidated financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.

We communicate with those charged with governance of the Holding Company among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CJR/ CFD/CMDl/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

    1. The consolidated financial results include the audited financial results of two subsidiaries:
  • i. PCS Positioning System (India) Ltd

ii. PCS Infotech Ltd

whose financial statements reflect total assets of 52.58 Lakhs as at 31st March, 2021, total revenues of Rs 4.26 lakhs and net cash outflows (cash and cash equivalents) amounting to Rs 101.87 lakhs for the year ended on that date, as considered in the Consolidated financial statements. Which have been audited by their respective independent auditors. The independent auditors' reports on financial statements of these entities have been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors.

  1. The consolidated financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year.

For Vinod K. Mehta & Co. Chartered Accountants

(Firm Registration No. : 111508W)

Divyesh V Mehta

Partner Membership No.:044293 Place: Mumbai. Date: May 31, 2021 UDIN :- 21044293AAAADV8774

Consolidated Balance Sheet as at 31st March 2021

(Amount in Rs.)
Particulars Note As at
31-Mar-2021
As at
31-Mar-2020
I.
ASSETS
1
Non-Current Assets
(a)
Property, plant and equipment
3 90,591,326 92,857,398
(d)
Financial assets
(i)
Investments
4 20,000 20,000
(c)
Other assets
5 12,612,790 12,705,008
Total non-current assets 103,224,116 105,582,406
2
Current assets
(a)
Financial assets
(i)
Investments
6 33,005,410 31,604,500
(ii)
Trade receivables
7 - 68,977
(iii)
Cash and cash equivalents
8 322,359,674 314,582,406
(iv)
Other balances with banks
9 - -
(v)
Loans
9 2,225,121 3,087,699
(b)
Current income tax assets (net)
10 - 1,436,433
(c)
Other assets
11 97,167 92,131
Total current assets 357,687,372 350,872,146
TOTAL ASSETS 460,911,488 456,454,552
II.
EQUITY AND LIABILITIE
S
1
Equity
(a)
Share capital
12 209,506,770 209,506,770
(b)
Other equity
13 209,041,860 204,882,016
Total Equity 418,548,630 414,388,786
2
Liabilities
Non-current liabilities
(a)
Financial liabilities
(i)
Long-term borrowings
14 37,672,920 37,477,428
(ii)
Other financial liabilities
15 - 2,474,738
(b)
Provisions
16 374,674 350,380
(d)
Other liabilities
17 - -
Total non- current liabilities 38,047,594 40,302,546
3
Current Liabilities
(a)
Financial liabilities
(i)
Trade and other payables
17 554,116 836,900
(b)
Current income tax liabilities (net)
18 575,135 -
(c)
Provisions
19 442,798 473,259
(d)
Other liabilities
20 2,743,215 453,061
Total current liabilities 4,315,264 1,763,220
TOTAL EQUITY AND LIABILITIE
S
Notes forming part of the financial statements
460,911,488 456,454,552

As per my report of even date attached

Date : 31/05/2021

For Vinod K. Mehta & Co. Chartered Accountants For and on behalf of the Board of Directors G. K. Patni (Chairman) Bhaskar Patel (Chief Executive Officer) H.C. Tandon (Director) M P Jain (Chief Financial Officer) A. K. Patni (Vice Chairman) Mehul Monani (Company Secretary) Divyesh V. Mehta Partner Membership no. 044293 Place : Mumbai Place : Mumbai

Date : 31/05/2021

FORTieth Annual Report 2020-2021

statement of CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2021

Particulars Note
No.
Year ended
31-Mar-2021
(Amount in Rs.)
Year ended
31-Mar-2020
I. Revenue from operations 21 2,598,727 2,989,797
II. Other income (net) 22 25,695,851 39,644,655
III. TOTAL INCOME 28,294,578 42,634,452
IV. Expenses:
Employee benefit expenses 23 7,779,172 8,445,850
Finance costs 24 3,880,571 4,931,006
Impairement / (Gain) on fair value changes and Exceptional Items 25 (1,400,910) 66,237,093
Depreciation and amortisation expenses 26 2,479,902 2,509,513
Other expenses 27 7,175,413 13,619,013
TOTAL EXPEN
SES
19,914,148 95,742,475
V. PROFIT BEFORE TAX (III-IV) 8,380,430 (53,108,023)
VI. Tax expense:
(a)
Current tax
2,327,000 110,000
(b)
Deferred tax
- -
(c)
Taxation pertaining to earlier years
1,561,286 (379,102)
TOTAL TAX EXPEN
SE
3,888,286 (269,102)
VII. PROFIT FOR THE YEAR (V-VI) 4,492,144 (52,838,921)
VIII. OTHER COMPREHENSIVE INCOME / (LOSSES)
(A) (i)
Items that will be reclassified subsequently to the statement of profit and loss:
- -
(B) (ii)
Income tax on items that will be reclassified subsequently to statement of profit and loss
(i)
Items that will not be reclassified subsequently to the statement of profit and loss:
- -
(a)
Net changes in fair values of financial liabilities carried at fair value through OCI
(332,300) (358,416)
(ii)
Income tax on items that will not be reclassified subsequently to statement of profit and loss
83,075 89,604
TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES) (i-ii) (249,225) (268,812)
IX. TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VII+VIII) 4,242,919 (53,107,733)
X. Earning per equity share of face value of Rs.10 each
I)
For Contuining operation
Basic (in Rs.) 0.21 (2.52)
Diluted (in Rs.)
II)
For Discontuined Operations
Basic (in Rs.)
Diluted (in Rs.)
II)
For Discontuined & Continuing Operations
Basic (in Rs.) 0.21 (2.52)
Diluted (in Rs.)
XI. Notes forming part of the Financial Statements
As per my report of even date attached
For Vinod K. Mehta & Co.
Chartered Accountants
For and on behalf of the Board of Directors
Divyesh V. Mehta G. K. Patni H.C. Tandon A. K. Patni
Partner Membership no. 044293 (Chairman) (Director) (Vice Chairman)
Bhaskar Patel
(Chief Executive Officer)
M P Jain (Chief Financial Officer) Mehul Monani
(Company Secretary)

Place : Mumbai Date : 31/05/2021

Place : Mumbai Date : 31/05/2021

Consolidated Statement of Changes in Equity for the year ended 31 March, 2021

A Equity Share Capital

Particulars (Amount in Rs.)
As at April 01, 2019 209,506,770
Changes in Equity share capital during the year -
As at March 31, 2020 209,506,770
Changes in Equity share capital during the year -
As at March 31, 2021 209,506,770

B Other Equity (Amount in Rs.)

Particulars Reserves and Surplus Total Other
Securities
Premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
Earnings
Revaluation
Reserve
Equity
As at April 01, 2019 - - - - 258,635,871 258,635,871
Profit for the year - - - - (52,838,921) - (52,838,921)
Currency Fluctuation Reserve - - - - (556,518) (556,518)
Other Comprehensive Income Reserves - -
Other Comprehensive Income - - - - (358,416) - (358,416)
Total comprehensive income for the year - - - - (53,753,855) - (53,753,855)
Tax -
Dividend paid (including dividend distribution tax) - - - - - - -
Reserve Withdrawn - - - - -
As at March 31, 2020 - - - - 204,882,016 - 204,882,016
Profit for the year - - - - 4,492,144 - 4,492,144
Currency Fluctuation Reserve - - - - - -
Other Comprehensive Income Resreve - -
Other Comprehensive Income - - - - (332,300) - (332,300)
Total comprehensive income for the year - - - - 4,159,844 - 4,159,844
Tax -
Dividend paid (including dividend distribution tax) - - - - - - -
Reserve Withdrawn - - - - - -
As at March 31, 2021 - - - - 209,041,860 - 209,041,860

As per my report of even date attached

For Vinod K. Mehta & Co. Chartered Accountants

Divyesh V. Mehta Partner Membership no. 044293

Place : Mumbai Date : 31/05/2021 For and on behalf of the Board of Directors

G. K. Patni (Chairman)

Bhaskar Patel (Chief Executive Officer) H.C. Tandon (Director)

A. K. Patni (Vice Chairman)

M P Jain (Chief Financial Officer) Mehul Monani (Company Secretary)

Place : Mumbai Date : 31/05/2021

FORTieth Annual Report 2020-2021

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

(Amount in Rs.)
Particulars Year ended Year ended
31/Mar/21 31/Mar/20
A. Cash flow from operating activities
Net profit before tax and extra ordinary items 4,492,144 (52,838,921)
Adjustments for:
Tax Provision 3,888,286 (269,102)
OCI (332,300)
CSR Provision - -
CSR Paid - 1,000,000
Depreciation 2,479,902 2,509,513
Finance cost 3,880,571 4,931,006
Sundry balances written off (1,400,910) 69,481,365
Fixed assets written off / Profit or Loss of Sale of Fixed Assets - -
Interest received (19,942,615) (26,183,425)
Operating profit before working capital changes (6,934,922) (1,369,564)
Decrease/ (increase) in trade and others receivables (269,708) 28,215,433
Decrease/ (increase) in inventories - -
(Decrease)/ increase in trade and other payables 297,092 (36,244,368)
Cash generated from operations (6,907,538) (9,398,499)
Income tax paid (net of refunds) (2,025,986) (934,678)
Net cash flow from/ (used in) operating activities (8,933,524) (10,333,177)
B. Cash flow from investing activities
Purchase of fixed assets (213,830) 34,312
Purchase of non-current investments - 265,434,291
Bank Fixed Deposits - -
Proceeds from sale of fixed assets - -
Interest received 20,805,193 48,051,645
Net cash from/ (used in) investing activities 20,591,363 313,520,248
C. Cash from financing activities
Repayment of borrowings (net) - 299,324
Finance cost (3,880,571) (4,931,006)
Net cash from/ (used in) financing activities (3,880,571) (4,631,682)
Net increase/ (decrease) in cash and cash equivalents 7,777,268 298,555,389
Cash and cash equivalents at beginning of the year 314,582,406 16,027,017
Cash and cash equivalents at end of the year 322,359,674 314,582,406
- -
Particulars Year ended
31/Mar/21
Year ended
31/Mar/20
COMPONENTS OF CASH AND CASH EQUIVALENTS AS AT
Cash and cash equivalents at the end of the year 322,359,674 323,928,331
Fixed deposits with banks, having original maturity of three months or less 313,357,993 313,357,993
Cheques on hand - -
Balance with banks 8,943,694 10,526,247
Cash on hand 57,987 44,091
COMPONENTS OF CASH AND CASH EQUIVALENTS AS AT

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

RECONCILIATION STATEMENT OF CASH AND BANK BALANCE

(Amount in Rs.)
Particulars Year ended
31/Mar/21
Year ended
31/Mar/20
Cash and cash equivalents at the end of the year as per above 9,001,681 10,570,338
Add: Balance with bank in dividend / unclaimed dividend accounts - -
Add: Fixed deposits with banks, having remaining maturity for less than twelve months 313,357,993 313,357,993
Add: Fixed deposits with banks (lien marked) - -
Less: Fixed deposit with banks, having remaining maturity for more than twelve months - -
Cash and bank balance as per balance sheet (refer note 13 and 14) 322,359,674 323,928,331

DISCLOSURE AS REQUIRED BY IND AS 7

Reconciliation of liabilities arising from financing activities
(Amount in Rs.)
March 31, 2021 Opening balance Cash flows Non cash changes Closing balance
Short term secured borrowings - - - -
Long term secured borrowings 37,477,428 - 195,492 37,672,920
Total liabilities from financing activities 37,477,428 - 195,492 37,672,920

As per my report of even date attached

For Vinod K. Mehta & Co. Chartered Accountants

Divyesh V. Mehta Partner Membership no. 044293

For and on behalf of the Board of Directors

G. K. Patni (Chairman) H.C. Tandon (Director)

A. K. Patni (Vice Chairman)

Bhaskar Patel (Chief Executive Officer)

Place : Mumbai Date : 31/05/2021 M P Jain (Chief Financial Officer) Mehul Monani (Company Secretary)

Place : Mumbai Date : 31/05/2021

82

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

1. CORPORATE INFORMATION

The Company along with its subsidiaries, cummulatively known as "The Group". The Group is engaged mainly in IT and related FMS services. The parent Company is a public listed company incorporated and domiciled in India and the subsidiaries are public unlisted companies incorporated and domiciled in India countries. The financial statements of the Group for the year ended 31st March 2021 are approved by the Board of Directors in Board Meeting.

2. SIGNIFICANT ACCOUNTING POLICIES

(A) Statement of Compliance

(i) In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "IndAS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. Previous periods have been restated to IndAS. The Consolidated financial statements as at and for the year ended 31 March 2021 are approved and authorized for issue by the Board of Directors on 31st May, 2021.

The Consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial assets and financial liabilities that have been measured at fair value. These standalone financial statements are presented in lakhs of Indian rupees which is also the Company's functional currency, except per share data and as otherwise stated. Figures for the previous years have been regrouped/rearranged wherever considered necessary to conform to the figures presented in the current year.

These financial statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rule, 2015 read with Section 133 of the Companies Act, 2013.

(B) Basis of preparation

These financial statements have been prepared on the historical cost basis, except for

  • (i) certain financial instruments which are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
  • (ii) Defined benefit plans plan assets measured at fair value.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

(C) Use of estimates and judegements

The preparation of these financial statements in conformity with the recognition and measurement principles of IndAS requires the management of The Group to make estimates and assumptions that affect the reported amounts of income and expense for the periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Key sources of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets, provisions and contigent liabilities.

i) Dividend Declaration

Dividend on Preference Shares has been declared by the company on the basis of sec 123 of the companies act 2013.

ii) Impairment of investments

The Group reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

The company in total has invested aggregating to Rs.745.61 lacs in bonds in the earlier years(31st March 2020). However, due to external factors arrising during the quarter ending 30th September 2020, 31st December 2020 and 31st March 2021 there is overall increase in the market price / realisable value of some of its investments. There is a forseeable possibility of realising an amount (recoverable amount ) higher than carrying value. On the grounds of such external factors , the excess of carrying value over recoverable amount of Rs.14.01 lacs for the year ended 31st March 2021 is accounted as "Exceptional item".

iii) Useful lives of property, plant and equipment

The Group reviews the useful life of property, plant and equipment at the end fo each reporting period. This reassessment may result in change in depreciation expense in future periods.

iv) Valuation of deferred tax assets

The Group reviews the carrying amount of deferred tax assets at the end of each reporting period. A deferred tax asset shall be recognised for all deductable temporary differences and unused losses to the extent that it is probable that taxable profit will be available against which the deductable temporary difference and unused losses can be utilised.

v) Provisions and contigent liabilities

A provision is required when The Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of The Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contigent liabilities are not recognised in the financial statements. A contigent asset is neither recognised nor disclosed in the financial statements.

The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

CSR Provisions

The company is not required to make CSR provision for the year ended 31st Macrh 2021 as per the provisions of the sec 135(5) of the companies act 2013.

The COVID -19 pandemic is rapidly spreading throughout the world. The operations of the Company were impacted, due to shutdown of offices following nationwide lockdown by the Government of India. The Company shall resume operations in a phased manner as per directives from the Government of India. The Company has evaluated impact of this pandemic on its business operations and financial position and based on its review of current indicators of future economic conditions, there is no significant impact on its financial results as at 31st March 2021. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions.

The Group earns revenue primarily from providing information tehchnology and consultancy services, including services under contracts for software development, implementation and other related services, licensing and sale of its own software, business process services and maintenance of equipment. The Group also sales the products ancillary to supply of above services.

The Group recognises revenue as follows:

Revenue from sale of services is recognized for the work completed in terms of the contract. Income from maintenance contracts is recognized on a time proportionate basis.

Revenue from sale of products is recognized when risk and reward are passed on to the customer which is generally on dispatch of goods.

Revenues is reported net of discounts, indirect and service taxes.

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(E) Dividend income is recorded when the right to receive payment is established. Interest income is recognised using the effective interest method.

(F) Leases

No assets are taken on lease by The Group.

(G) Cost recognition

Costs and expenses are recognised when incurred and have been classified according to their nature.

The costs of The Group are broadly categorised in employee benefit expenses, depreciation and amortisation and other operating expenses. Employee benefit expeses include employee compensation, allowances paid, contribution to various funds and staff welfare expenses. Other operating expenses mainly include fees to external consutants, cost of running its facilities, travel expenses, cost of equipment and software licenses, communication costs, allowances for delinquent receivables and advances and other expenses. Other expenses is an aggregation of costs which are individually not material such commission and brokerage, recruitment and training, entertainment etc.

(H) Foreign currency

The functional currency of the parent company and its Indian subsidiaries is Indian Rupee (INR).

(I) Income taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liabilitiy during the year. Current and Deferred taxes are recognised in Statement of Profit & Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

Current income taxes

The current income tax expense includes income taxes payable by the parent company and its all subsidiaries. The current tax payable by the Company in India is Indian income tax paybale on worldwide income.

Advance taxes and provisions for current income taxes are presented in the Balance Sheet after off-setting advance tax paid and income tax provision arising in the same jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

Deferred income taxes

Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the dedutible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

(J) Financial instruments

Financial assets and liabilities are recognised when The Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair

value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

Cash and cash equivalents

The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of the financial asets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.

Financial liabilities

Financial liabilities are measured at amortised cost using the effective interest method.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of The Group after deducting all of its liabilities. Equity instruments recognised by The Group are recognised at the proceeds received net off direct issue cost.

(K) Investment in subsidiaries

Investment in subsidiaries are measured at cost less impairment.

(L) Property, plant and equipment

Property is stated at fair value less accumulated depreciation (other than freehold land) and impairment loss, if any.

Plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Depreciation is provided for property, plant and equipment so as to expense the cost over their estimated useful lives based on a technical evaluation. The estimated useful lives and residual value are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis.

SN Type of asset Method Useful lives
1 Buildings Straight line 60 years
2 Leasehold improvements Straight line 38 years
3 Plant and equipment Straight line 15 years
4 Computer equipment Straight line 03 years
5 Vehicles Straight line 08 years
6 Office equipments Straight line 05 years
7 Electrical installations Straight line 10 years
8 Furniture and fixtures Straight line 10 years

Assets held under finance lease are depreciated over the shorter of the lease term and their useful lives.

On 28th December 2011, The Group has revalued its office premises located in Technocity, Navi Mumbai, on the basis of a Government approved valuer. Consequently increase in value of Rs.87,705,187 is transferred to Revaluation Reserve Account.

Depreciation is provided on the revalued amount at the rates calculated as per straight line method over the residual life of revalued assets, as certified by the Government approved valuer. At the rates and in the manner as specified in Schedule II of the Companies Act, 2013. Individual items of Fixed Assets added during the year costing upto Rs.5,000 each are fully depreciated in the first year.

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(M) Intangible assets

Intangible assets purchased are measured at cost as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

(N) Impairment

Financial assets (other than at fair value)

The Group assesses at each date of Balance Sheet whether a financial asset or a group of financial assets is impaired. IndAS 109 requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

Financial assets (other than at fair value)

Tangible and intangible assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (of CGU) is estimated to be less than its carrying amount, the carrying ammount of the asset (of CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss.

(O) Employee benefits

Defined benefit plans

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in full in the Statement of Profit & Loss for the period in which they occur. Past service cost both vested and unvested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuing costs or termination benefits.

The retirement benefit obligations recognised in the Balance Sheet represents the present value of the defined obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme.

Defined contribution plans

Contributions to defined contribution plans are recognised as expense when employees have rendered services entitling them to such benefits.

Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance Sheet date.

(P) Inventories

Company has Stock & Spare items on hand as inventory. Inventory is carried at the lower of cost and net realisable value. Cost is determined on a weighted average basis.

(R) Borrowing costs:

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of cost of such asset till such time as the asset is ready for its intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.

(S) Foreign currency transactions:

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates. Exchange difference arising on settlement of transactions and translation of monetary items are recognized as income or expenses in the year in which they arise.

Transition to Ind AS

The Group has opted to continue the Accounting Policy availed under para 46 A of Accounting Standard - 11 'The effects of changes in foreign currency rates' of IGAAP inserted vide notification dated December 29, 2011 issued by Ministry of Corporate Affairs, Government of India. Paragraph D13AA of Ind AS 101 allows an entity to continue this Accounting Policy availed under IGAAP for all outstanding long-term foreign currency monetary items as on March 31, 2016. Consequently, foreign exchange difference on account of long - term foreign currency borrowings utilised to acquire a depreciable asset is adjusted in the cost of the depreciable asset, which will be depreciated over the balance life of the asset.

The Group has opted the exemption vide para D12 of ind AS 101, accordingly the cumulative translation difference for all foreign operation are deemed to be zero at date of transition to Ind AS.

(T) Earnings per share

Basic earnings per share are computed by dividing profit or loss attributable to equity shareholders of The Group by the weighted average number of equity shares outstanding during the year. The Group did not have any potentially dilutive securities in any of the years' presented.

Diluted earnings per share are computed by dividing net profit attributable to the equity holders of The Group by the weighted average number of equity sharesconsidered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares unless the results would be anti - dilutive. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

Contributed equity:

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds

(U) Exceptional Items

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of The Group is such that its disclosure improves the understanding of the performance of The Group, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

3 PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS

(Amount in Rs.)
Description Intangible
Assets
Total
Buildings Leasehold
improvements
Plant and
equipment
Computer
equipment
Vehicles Office
equipments
Furiture and
fixtures
Software
Cost as on 01-Apr-2018 94,743,461 1,177,904 - 311,200 7,636,269 17,210,136 5,464,794 - 126,543,764
Additions 37,760 37,760
Disposals (1,177,904) (3,586,875) (821,042) (336,919) (5,922,740)
Cost as at 31-Mar-2019 94,743,461 - - 348,960 4,049,394 16,389,094 5,127,875 - 120,658,784
Additions 34,312 34,312
Disposals -
Cost as at 31-Mar-2020 94,743,461 - - 383,272 4,049,394 16,389,094 5,127,875 - 120,693,096
Additions 213,830 213,830
Disposals -
Cost as at 31-Mar-2021 94,743,461 - - 597,102 4,049,394 16,389,094 5,127,875 - 120,906,926
Accumulated depreciation as on 01-Apr-2018 832,599 623,850 - 295,719 5,957,201 16,113,741 2,846,676 - 26,669,786
Depreciation for the year 1,817,751 5,197 1,016 343,064 126,029 544,563 2,837,620
Disposals (629,047) (2,672,813) (689,044) (190,317) (4,181,221)
Accumulated depreciation as at 31-Mar-2019 2,650,350 - - 296,735 3,627,452 15,550,726 3,200,922 - 25,326,185
Depreciation for the year 1,817,751 18,480 125,315 19,157 528,809 2,509,512
Disposals -
Accumulated depreciation as at 31-Mar-2020 4,468,101 - - 315,215 3,752,767 15,569,883 3,729,731 - 27,835,697
Depreciation for the year 1,817,750 48,507 94,158 519,488 2,479,903
Disposals -
Accumulated depreciation as at 31-Mar-2021 6,285,851 - - 363,722 3,846,925 15,569,883 4,249,219 - 30,315,600
Net carrying amount as at 31-Mar-2019 92,093,111 - - 52,225 421,942 838,368 1,926,953 - 95,332,599
Net carrying amount as at 31-Mar-2020 90,275,360 - - 68,057 296,627 819,211 1,398,144 - 92,857,399
Net carrying amount as at 31-Mar-2021 88,457,610 - - 233,380 202,469 819,211 878,656 - 90,591,326

i. Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all other assets are accounted as per Ind AS.

(Amount in Rs.)
Particulars Shares S. V. As at
31-Mar-2021
As at
31-Mar-2020
4 NON-CURRENT
INVESTMENT
S
I) Investment carried at amortised cost
II) Investment carried at fair value through profit or loss
a) In Others (Unquoted)
Saraswat Coop Bank Limited 1,000 10 10,000 10,000
10,000 10,000
Total of investments in equity instruments 10,000 10,000
b) Investment in Share Certificates
Membership of Technocity Co-operative Society 10,000 10,000
10,000 10,000
Net investments 20,000 20,000
Aggregate amount of quoted Investments - -
(Market value Rs.Nil previous year Rs.Nil)
Aggregate amount of Unquoted Investments 20,000 20,000
Aggregate provision for dimunition in value of investments - -

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
5 OTHER ASSETS
Security Deposits with Excise & Customs Authorities & Others 6,098,184 6,082,184
Advances recoverable in cash or in kind 280,000 404,000
Income tax paid (Net of provisions) ** 1,816,196 1,666,928
Non Current Bank Balances 344,430 344,430
Other Non Current Assets 4,073,980 4,207,466
12,612,790 12,705,008
6 CURRENT
INVESTMENT
S
Corporate Bonds & Debentures 74,561,858 31,604,500
Less : Provision for dimulation in value of investments * (41,556,448)
33,005,410 31,604,500
7 TRADE RECEIVABLES
a) Unsecured, Considered good - 68,977
b) Unsecured, Considered doubtful - -
Total trade receivables - 68,977
Less: Provision for doubtful trade receivables - -
- 68,977
8 CASH AND CASH EQUIVALENT
S
Cash & Cash Equivalents
Cash in hand
57,987 44,091
Balances with Banks
In Current account 8,943,694 10,526,247
Deposits with Original maturity of more than 3 months but less than 12 months 313,357,993 304,012,068
Total Cash & Bank Balances 322,359,674 314,582,406
9 LOANS
Interest Accrued 2,225,121 3,087,699
2,225,121 3,087,699
10 CURRENT
INCOME TAX ASSETS - NET
Income tax paid (Net of provisions) - 1,436,433
- 1,436,433
11 OTHER CURRENT
ASSETS
Prepaid Expenses 97,167 92,131
97,167 92,131

* Considering the current market valuations, the Company has made provision for impairement of investments during the current year and previous financial year. Reversal of the above provision as and where necessary has also been considered

** The amount includes unrealised credit of TDS relating to past assessment year.

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(Amount in Rs.) Particulars As at 31-Mar-2021 As at 31-Mar-2020 12 SHARE CAPITAL Authorised: 2,10,25,000 Equity share of Rs.10 each 210,250,000 210,250,000 39,75,000 Preference Shares of Rs.10 each 39,750,000 39,750,000 (Redeemable, Non-Convertible & Non-Cumulative) 250,000,000 250,000,000 Issued, Subscribed and paid up: 2,09,50,677 (Previous Year - 2,09,50,677) Equity Share of Rs.10 each 209,506,770 209,506,770 209,506,770 209,506,770

a) Terms/ Rights attached to Equity Shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Reconciliation of the shares outstanding at the beginning and end of the year 01-04-2020, 31-03-2021:

Particulars Equity Shares
Number Amount
Shares outstanding at the beginning of the year 20,950,677 209,506,770
Shares outstanding at the end of the year 20,950,677 209,506,770

c) Details of shareholding more than 5% Equity Shares of total Equity Shares in the company: (Amount in Rs.)

Name of Shareholder As at 31/03/2021 As at 31/03/2020
No.of shares % holding No.of shares % holding
Mrs. Rajnikanta Patni 2,456,549 11.73 2,428,930 11.39
PCS Finance Private Limited 1,901,560 9.08 1,901,560 9.08
Ashoka Computer Systems Pvt. Ltd. 1,901,560 9.08 1,901,560 9.08
PCS Cullinet Private Limited 1,901,559 9.08 1,901,559 9.08
Mrs. Sadhana A. Patni 1,760,404 8.40 1,657,087 7.89
(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
13
OTHER EQUITY
Retained Earnings
Opening balance 204,882,016 258,635,871
Add: OCI Reserves - -
Add: Profit for the year 4,492,144 (52,838,921)
Add: Remeasurement gain (loss) on defined benefit plans (332,300) (358,416)
Add: Currency Fluctuation Reserves (556,518)
Closing balance 209,041,860 204,882,016
(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
14
LONG TERM BORROWINGS
(carried at amortised value)
Unsecured
Loan from Related Parties/ Financial Liablities
a) Preference Shares 37,672,920 37,477,428
Total financial liabilities 37,672,920 37,477,428

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

The above Long term borrowings include:

a) 39,75,000 (Previous Year - 39,75,000) 9% Preference Share of Rs.10 each (Redeemable, Non-Convertible & Non-Cumulative) carried at amortised cost

b) Terms/ Rights attached to Preference Shares:

The Company has only one class of preference shares having a par value of Rs.10 per share, alloted on 31st January 2013 and redeemable in the 12th and 13th year from the date of allotment or earlier, shall be redeemable at such redemption price including premium not exceeding Rs. 125/- per share (i.e total repayment of max of Rs 49,68,75,000) having regard to the financial conditions of the Company, at the time of redemption , as the Board of Directors may decide. Each holder of preference share is entitled to one vote per share. In the event of liquidation of the company, before any entitlement of assets to holders of equity shares, the holders of preference shares will be entitled to receive remaining assets of the company, after distribution of all other preferential amounts. The distribution will be in proportion to the number of preferencial shares held by the shareholders.

c) Reconciliation of the shares outstanding at the beginning and end of the year 31-03-2021, 31-03-2020:

Particulars Preference Shares
Number Amount
Shares outstanding at the beginning of the year 3,975,000 39,750,000
Shares outstanding at the end of the year 3,975,000 39,750,000

d) Details of shareholding more than 5% Preference Shares of total Preference Shares in the company:

Name of Shareholder As at 31/03/2021 As at 31/03/2020
No.of shares % holding No.of shares % holding
Mr. Ashok Kumar Patni 1,965,000 49.43 1,965,000 49.43
Mr. Gajendra Kumar Patni 1,480,000 37.23 1,480,000 37.23

e) Board of Directors of the Company vide a resolution dated 17-March-2021 has approved the payment of 9 % dividend aggregating to the value of Rs.35,77,500 on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rupees 10/- each fully paid up to the Preference Shareholders of the Company. The dividend on preference shares amounting to Rs.35,77,500 (dividend distribution tax is not applicable) has been paid on 19-March-2021 as per sec 123 of the Companies Act ,2013.

(Amount in Rs.)
Particulars As at
31-Mar-2021
As at
31-Mar-2020
15 OTHER FINANCIAL LIABILITIE
S
Deposits received on rental premises - 2,474,738
- 2,474,738
16 PROVISIONS
Long-term provision for leave benefits 374,674 350,380
374,674 350,380
17 TRADE AND OTHER PAYABLES
Due to Micro , Small and Medium Enterprises - -
Others 554,116 836,900
(Refer note 30 for details of dues to MSME)
554,116 836,900
18 CURRENT
INCOME TAX LIABILITIE
S - NET
Income tax paid (Net of provisions) 575,135 -
575,135 -
19 PROVISIONS
Short-term provision for leave benefits 442,798 473,259
442,798 473,259
20 OTHER CURRENT
LIABILITIE
S
Deferred Rental Deposits - 75,262
Deposits received on rental premises 2,400,000 -
Statutory dues and taxes payable 163,244 197,828
Trade advances 179,971 179,971
2,743,215 453,061

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

Particulars Year ended (Amount in Rs.)
Year ended
31-Mar-2021 31-Mar-2020
21
REVENUE FROM OPERATIONS
Sales of Services: IT and related FMS services 2,598,727 2,989,797
Net Sales 2,598,727 2,989,797
22
OTHER INCOME
i) Interest income from Financial Assets measured at amortised cost
Interest income from NCD & Bonds 2,649,457 15,693,012
ii) Interest on Bank Deposits 17,258,658 10,452,496
iii) Rent income 5,715,710 5,855,714
iv) Other non-operating income 72,026 7,643,433
25,695,851 39,644,655
23
EMPLOYEE BENE
FIT EXPEN
SES
Salaries & Wages 7,273,219 7,890,342
Contribution to Provident fund etc 505,953 535,398
Staff Welfare expenses - 20,110
7,779,172 8,445,850
24
FINANCE COST
Interest expense 35,417 114,480
Dividend on Preference Shares (including DDT) 3,577,500 4,312,867
Interest on financial liabilities carried at amortised cost 267,654 503,659
3,880,571 4,931,006
25
IMPAIREMENT
/ (GAIN) ON FAIR VALUE CHANGES AND
EXCEPTI
ONAL ITE
MS
Net (Gain)/ loss on impairment on Investments (1,400,910) 48,048,727
Interest Receivable Written-Off - 1,430,488
Settlement Expenses -
(1,400,910)
16,757,878
66,237,093
26
DEP
RECIATION AND AMORTISATION EXPEN
SES
Depreciation and amortisation expenses 2,479,902 2,509,513
2,479,902 2,509,513
27
OTHER EXPEN
SES
Power & fuel 158,735 177,526
Rent 1,110,647 1,255,747
Rates & taxes 282,276 248,702
Insurance 229,774 298,930
Advertisement & sales promotion
Travelling and conveyance expenses
332,400
213,654
316,336
419,658
Consumable, stores and spares 4,730 16,607
Office maintainence 450,726 141,280
Printing & stationery 93,868 648,522
Communication expenses 109,067 196,613
Auditor's remuneration
as Auditors 547,200 517,700
for Tax audit - 30,000
Legal, professional & consultancy charges 1,786,504 3,776,965
Freight & forwarding
Directors sitting fees
560
330,000
248,983
290,000
Sales & Work contract tax paid 79,192 248,480
Net Loss disposal of Investments carried at amortised cost - 3,624,280
Contribution to CSR - -
Miscellaneous expenses 1,446,080 1,162,684
7,175,413 13,619,013

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

28. (a) Contingent Liability (in the current Period)

On Account of Custom Duty:

The Company has received a Show Cause Notice from Director of Revenue Intelligence demanding Rs. 2,15,40,551 u/s 28 of Custom Act 1962 on account of Custom Duty on import of OPK from Microsoft during the period of Apr2006 - Mar2007.

Status:

The proceedings are pending before Commissioner of Customs, Delhi. On the basis of the legal opinion obtained, the matter has merits in favor of the Company. The Company has deposited Rs. 50 lakhs as pre-deposit under protest.

On Account of export obligations:

The Jt. Director Foreign, Trade has passed as order for demand of Rs.9,50,074 citing non-submission of proof of export obligations for the company's earstwhile CCL division for the periods 2001-04.

The Company has filed an appeal along with full payment of pre-deposit before Director General Foreign Trade, Mumbai on the facts and grounds substaighting documentoray evidences.

On Account of Redemption of Preference Shares:

With reference to note no 14(b) wherein a liability on account of payment of premium on redemption of 39,75,000 Redeemable Non-cumulative Preference shares has been stated. In terms of Letter of Offer for the preference shares ,the premium on redemption would not exceed Rs.125 per preference shares totalling to maximum Liability on account of redemption not exceeding Rs.49,68,75,000 . The Board of Directors may decide at the time of redemption having regards to the Financial resources of the company.. The Company's management is of the opinion that liability in respect of these premium on preferernce shares (if any payable) shall be provided in books of account at the time of redemption , as the same will be dependent upon Financial ability of the company at the time of redemption.

  • 28. (b) In respect of R&T activities undertaken by the Company in earlier years, the Company has been advised that the Company has good, valid and substantial defence in Suit No.1494 of 1997 filed by State Bank of India in the City Civil Court in Ahmedabad against the Company and IDBI (issuer of Incentive warrants) for the recovery of Rs.5,03,38,289/- with interest @21.50% p.a. This case was dismissed in the year 2009 by the said Court. SBI has filed condonation of delay application in the year 2010 which has been granted by the court and is being perused in the said Court at Ahmedabad. In view of the this the Company has not made any provision in respect of this litigation against the Company.
  • 29. i. Pursuant to Para D5 of Ind AS 101, the company has exercised option to consider fair value on the date of transition as deemed cost for buildings. Rest all other assets are accounted as per Ind AS.

30. Particulars of dues to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act):

Particulars As at As at
31/Mar/21 31/Mar/20
Principle amount due to suppliers under MSMED Act at the year end - -
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at the year end - -
Payment made to suppliers (other than interest) beyond the appointed day during the year - -
Interest paid to suppliers under MSMED Act during the year - -
Interest due & payable to suppliers under MSMED Act for payments already made - -
Interest accrued & remaining unpaid at the end of the year to supplier under MSMED Act. - -

Dues to Micro and Small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management

31. (A) Value of imported and indigenous Computer and Peripherals Accessories consumed and percentage there of:

Particulars 31/Mar/21 31/Mar/20
Value % Value %
Imported - 0.00% - 0.00%
Indigenous - 0.00% - 0.00%
- 0.00% - 0.00%

(B) Value of imports on CIF basis in respect of:

Particulars 31/Mar/21 31/Mar/20
Raw Material, Store & spares and Computer Peripherals - -

(C) Expenditure in foreign currency:

Particulars 31/Mar/21 31/Mar/20
Traveling - -

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(D) Earning in foreign currency:

Particulars 31/Mar/21 31/Mar/20
Export sales and services - -
32. P articulars of Earnings per Shares: (Amount in Rs.)
Particulars 31/Mar/21 31/Mar/20
a) Net Profit for the year 4,492,144 (52,838,921)
b) Number of equity shares outstanding at the beginning and at the end of the year 20,950,677 20,950,677
c) Nominal Value of the shares (Rs.) 10.00 10.00
d) Basic and diluted Earning per share (Rs.) (a/b) 0.21 (2.52)

33 CURRENT AND DEFERRED TAX

The major components of income tax expense for the years ended March 31, 2021 and March 31, 2020 are:

a) Income tax expense (Amount in Rs.) Particulars 2020-21 2019-20 i) Current tax Current tax on profits for the year 2,327,000 110,000 Adjustments for current tax of prior period - - Total current tax expense 2,327,000 110,000 ii) Deferred tax (Decrease) | Increase in deferred tax liabilities - - Decrease | (Increase) in deferred tax assets - - Trfd to OCI on actuarial gain or loss - - Total deferred tax expense|(benefit) - - Income tax expense 2,327,000 110,000

b) The reconciliation between the Statutory income tax rate applicable to the Company and the effective income tax rate of the Company is as follows Particulars 2020-21 2019-20 a) Statutory income tax rate 26.00% 26.00% b) Differences due to: i) Expenses not deductible for tax purposes 114.79% 121.92% ii) Income exempt from income tax 0.00% 0.00% iii) Income tax incentives 0.00% 0.00% iv) Others -113.16% -168.41% Effective income tax rate 27.63% 20.50%

c) No aggregate amounts of current and deferred tax have arisen in the reporting periods which have been recognised in equity and not in Statement of Profit and Loss or other comprehensive income.

d) Current tax assets (net) (Amount in Rs.)
Particulars 2020-21 2019-20
Add: Tax paid in advance, net of provisions during the year 1,751,865 1,546,433
Less: Current tax payable for the year (2,327,000) (110,000)
Closing balance (575,135) 1,436,433

e) Unrecognsied temporary differences

The Company has not recognised deferred tax liability associated with fair value gains on equity share measured at OCI as based on Management projection of future taxable income and existing plan it is not probable that such difference will reverse in the foreseeable future.

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

34 EMPLOYEE BENEFIT OBLIGATIONS

Funded Scheme

a) Defined Benefit Plans:

Gratuity

The Company operates a gratuity plan through the 'PCS TECHNOLOGY LIMITED Employees Gratuity Trust'. Every Employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

Balance sheet amount (Gratuity Liability)

Particulars Amount in Rs.
April 1, 2020
Present Value of obligations at beginning of the year 3,177,281
Current service cost 170,541
Interest expense (income) 156,970
Total amount recognised in profit and loss 327,511
Particulars Amount in Rs.
Remeasurements
Return on plan assets, excluding amount included in interest expense (income) -
(Gain ) Loss from change in financial assumptions 25,932
Experience (gains) losses
Total amount recognised in other comprehensive income 25,932
Employer contributions
Benefit payments (130,800)
March 31, 2020 3,399,924
Current service cost 180,554
Interest expense (income) 148,785
Total amount recognised in profit and loss 329,339
Remeasurements
Return on plan assets, excluding amount included in interest expense (income) -
(Gain ) Loss from change in financial assumptions (83,304)
Experience (gains) losses
Total amount recognised in other comprehensive income (83,304)
Employer contributions
Benefit payments (234,808)
March 31, 2021 3,411,151
Balance sheet amount (Gratuity Asset) (Amount in Rs.)
Particulars Amount
April 1, 2017
Fair Value of Plan Assets at the beginning of the year 14,154,755
Interest income/ (Expense) 685,621
Contribution by Employer 1,500,000
Total amount recognised in profit and loss 16,340,376
Remeasurements
Benefits paid (9,817,650)
Return on plan assets, excluding amount included in interest expense (income) 1,194,557
Experience (gains) losses -
Total amount recognised in other comprehensive income (8,623,093)
Employer contributions
Benefit payments
March 31, 2018 7,717,283
Interest income/ (Expense)
Contribution by Employer
452,740
-
Total amount recognised in profit and loss 452,740

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

Particulars Amount in Rs.
Remeasurements
Benefits paid (3,852,290)
Return on plan assets, excluding amount included in interest expense (income) 3,125,204
Experience (gains) losses
Total amount recognised in other comprehensive income (727,086)
Employer contributions
Benefit payments
March 31, 2019 7,442,937
Interest income/ (Expense) 653,669
Contribution by Employer -
Total amount recognised in profit and loss 653,669
Remeasurements
Benefits paid (130,800)
Return on plan assets, excluding amount included in interest expense (income) (358,416)
Experience (gains) losses
Total amount recognised in other comprehensive income (489,216)
Particulars Amount in Rs.
Employer contributions
Benefit payments
March 31, 2020 7,607,390
Interest income/ (Expense) 444,849
Contribution by Employer -
Total amount recognised in profit and loss 444,849
Remeasurements
Benefits paid (234,808)
Return on plan assets, excluding amount included in interest expense (income) (332,300)
Experience (gains) losses
Total amount recognised in other comprehensive income (567,108)
Employer contributions
Benefit payments
March 31, 2021 7,485,131
The net liability disclosed above relates to funded and unfunded plans are as follows: (Amount in Rs.)
Particulars As at
31-03-2021
As at
31-03-2020
Present value of funded obligations 3,411,151 3,399,924
Fair value of plan assets 7,485,131 7,607,390
Deficit of Gratuity plan (4,073,980) (4,207,466)
The significant actuarial assumptions were as follows: (Amount in Rs.)
Particulars As at
31-03-2021
As at
31-03-2020
Discount rate 6.33% 6.54%
Attrition rate 1.00% 1.00%
Rate of return on plan assets 12.00% 12.00%
Salary escalation rate 5.00% 5.00%

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

Major category of plan assets are as follows: (Amount in Rs.)
Particulars 31-Mar-21
Quoted Unquoted Total in %
Government of India assets
Debt instruments
Corporate bonds
Investment funds
Fixed Deposit - 7,485,131 7,485,131 100%
Others
Special deposit scheme
- 7,485,131 7,485,131 100%
Major category of plan assets are as follows: (Amount in Rs.)
Particulars 31-Mar-20
Quoted Unquoted Total in %
Government of India assets
Debt instruments
Corporate bonds
Investment funds

Fixed Deposit - 7,607,390 7,607,390 100%

- 7,607,390 7,607,390 100%

Risk exposure

Others

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

i) Asset volatility

Special deposit scheme

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities. These are subject to interest rate risk. The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.

Expected contributions to post-employment benefit plans for the year ending March 31, 2021 is NIL

The weighted average duration of the defined benefit obligation is 5 years (2015-16: 5 years). The expected maturity analysis of gratuity is as follows:

(Amount in Rs.)
Particulars Total
Defined benefit obligation (gratuity)
As at March 31, 2021 3,411,151.00
As at March 31, 2020 3,399,924.00

b) Defined contribution plans:

Amount of Rs.1,01,439 (March 31, 2020: Rs.1,65,987) is recognised as expense and included in the Note 23 'Salary and Wages'.

c) Provident fund:

The Company makes monthly contribution to Government approved Provident Fund.

d) Compensated absences amount of Rs.24,633 (March 31, 2020: Rs.1,07,642) is recognised as expense and included in the Note 23 "Salaries & Wages"

35 Fair Value Measurement

(Amount in Rs.)
Particulars 31-Mar-21 31-Mar-20
FVPL FVOCI Amortised cost FVPL FVOCI Amortised cost
Financial assets
Investments:
Equity instruments 20,000 - 20,000 -
Trade receivables - 68,977
Cash and bank balances 322,359,674 314,582,406
Other receivables 2,225,121 3,087,699
Total Financial assets 20,000 - 324,584,795 20,000 - 317,739,082

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

(Amount in Rs.)
Particulars 31-Mar-21 31-Mar-20
FVPL FVOCI Amortised cost FVPL FVOCI Amortised cost
Financial liabilities
Trade payables 554,116 836,900
Security deposits - 2,474,738
Directors Loan - -
Preference Shares 37,672,920 37,477,428
Total financial liabilities - - 38,227,036 - - 40,789,066

a) Fair Value Heirarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

i) Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021

(Amount in Rs.)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial liabilities
Directors Loan - -
Preference Shares 37,672,920.00 37,672,920.00
Security deposits - - - -
Total financial liabilities - - 37,672,920.00 37,672,920.00

ii) Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2020

(Amount in Rs.)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial liabilities
Directors Loan - -
Preference Shares 37,477,428.00 37,477,428.00
Security deposits - - 2,474,738.00 2,474,738.00
Total financial liabilities - - 39,952,166.00 39,952,166.00

There were no transfers between any levels during the year:

Level 1:

Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value (NAV).

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

  • i) the use of quoted market prices or dealer quotes for similar instruments
  • ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
  • iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date
  • iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.
  • v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

d) Fair value of financial assets and liabilities measured at amortised cost (Amount in Rs.)

Particulars As at March 31, 2021 As at March 31, 2020
Carrying
amount
Fair value Carrying
amount
Fair value
Financial assets:
Loans to subsidiary companies - -
Loans to Employees - - - -
Total financial assets - - - -
Financial liabilities
Security deposits - - 2,550,000 2,474,740
Directors Loan - - - -
Preference Shares 39,750,000 37,672,920 39,750,000 37,477,428
Total financial liabilities 39,750,000 37,672,920 42,300,000 39,952,168

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

36 CAPITAL MANAGEMENT

Risk management

The primary objective of the Company's Capital Management is to maximise shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital plus total debt.

For the purposes of the Company's capital management, the Company considers the following components of its Balance Sheet to be managed capital:

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

(Amount in Rs.)
Particulars 31-Mar-21 31-Mar-20
Total Debt 37,672,920.00 37,477,428.00
Total Equity 418,548,630.00 414,388,786.00
Debt-Equity ratio 0.09 0.08

37 EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

a) Gross amount spent by the Company for the period from FY 2014-15 to FY 2018-19 is Rs.63.10 lacs. The provisions of CSR are not applicable in FY 2019-20 and FY 2020-21.

38 REGROUPED | RECAST | RECLASSIFIED

Figures of the earlier year have been reclassified to conform to Ind AS presentation requirements

39 ROUNDING OFF

All figures are rounded off to the nearest Rupee.

40. Segment Reporting:

The Company is engaged mainly in IT & related FMS services, as such it is the only reportable business segment. The export sales of the company are NIL and hence there is single reportable geographical segment.

41.1 Related parties disclosures:

A Names of the related parties (where control exists) - Subsidiary Companies

    1. PCS Positioning Systems (India) Limited
    1. PCS Infotech Limited, India

B Other Related parties with whom there are transactions during the year.

  • a) Key Management Personnel
    1. Mr. Gajendra Kumar Patni (Chairman)
    1. Mr. Ashok Kumar Patni (Vice Chairman)
    1. Mr. Harish Chandra Tandon (Director)

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

b) Relatives of key management personnel

  1. Mrs. Rajnikanta Patni (Wife of Mr. G.K. Patni)

  2. Mrs. Sadhna Patni

(Wife of Mr. A.K. Patni)

    1. Mr. Apoorva Patni (Director) (Son of Mr. A.K.Patni)
    1. Mr. Arihant Patni (Son of Mr. G.K. Patni)
    1. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)
    1. Sobhagmal M. Patni HUF
  • (Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

c) Affiliates (Enterprises over which Key Management personnel or their relatives have significant influence)

    1. Kalpavruksh Systems Private Limited
  • (Formerly known as Kalpavruksh Systems Limited)
    1. Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
    1. Ashok Patni Family Trust
    1. Ashoka Computer Systems Pvt ltd.
    1. PCS Finance Pvt Ltd.
    1. PCS Cullinet Pvt Ltd.

41.2 Transactions carried out with related parties referred above, in ordinay course of business: (Amount in Rs.)

Description Key Management Personnel Relative of key Management Personnel Affiliates Total 1 Sales of goods and services 2,326,788 2,326,788 (2,693,716) (2,693,716) 2 Rent paid - - (-) - 3 Reimbursement of expenses paid - - (-) - 4 Recovery of expenses received - - - - 5 Loan Taken - - - (-) - - 6 Loan Refunded - - - (-) (-) - 7 Security Deposit (Rent) received back - - - (-) (-) - 8 Payment returned for receivables - - 9 Remuneration to Directors - - (-) - 10 Dividend Paid 1,332,000 2,245,500 3,577,500 (1,332,000) (2,245,500) (3,577,500)

FORTieth Annual Report 2020-2021

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

41.3 Significant transactions carried out with related parties referred above, in ordinary course of business:

Description Key Management
Personnel
Relative of key
Management
Personnel
Affiliates
1 Sales of goods and services
Kalpavruksh Systems Pvt. ltd. - - 2,326,788
- - (2,326,788)
Patni Healthcare Pvt. Ltd. - - -
- - (366,928)
2 Rent paid
- - -
- - -
3 Reimbursement of expenses paid
- - -
- - (-)
4 Recovery of expenses received
- - -
5 Loan Taken - - -
- - -
- - -
6 Loan Refunded
- - -
(-) - -
7 Security Deposit (Rent) received back
- - -
(-) - -
8 Payment returned for receivables
- - -
- - -
9 Remuneration to Directors
- - -
(-) - -
10 Dividend Paid
Ashok Patni Family Trust - - 1,768,500
- - (1,768,500)
G K Patni 1,332,000
(1,332,000)
-
-
-
-
Ashoka Computer Systems Pvt Ltd - - 162,000
- - (162,000)
PCS Cullinet Pvt Ltd - - 162,000
- - (162,000)
PCS Finance Pvt Ltd - - 153,000
- - (153,000)

Notes to Consolidated Financial Statements for the year ended 31st MARCH 2021

42.1 Disclosure requirement of loans & Advances / Investments as per schedule V of SEBI (LODR) Regulations, 2015

Amount of loans and advances in nature of loans outstanding from subsidiaries: (Amount in Rs.)
PCS Positioning Systems (India) Limited 25,000,000
(25,000,000)
Note: Previous year figures are shown in brackets
42.2 Details of Investment by the Loanee in the shares of the company:
None of the Loanee have made investments in the shares of the company.
43. Figures for the previous year have been regrouped/ rearranged wherever necessary.
As per my report of even date attached
For Vinod K. Mehta & Co.
Chartered Accountants
For and on behalf of the Board of Directors
Divyesh V. Mehta
Partner
Membership no. 044293
G. K. Patni
(Chairman)
H.C. Tandon
(Director)
A. K. Patni
(Vice Chairman)
Bhaskar Patel
(Chief Executive Officer)
M P Jain
(Chief Financial Officer)
Mehul Monani
(Company Secretary)
Place : Mumbai Place
: Mumbai

Date : 31/05/2021

Place : Mumbai Date : 31/05/2021

By Speed post / registered post / courier

To

If undelivered please return to :

M/s. Bigshare Services Pvt. Ltd. Unit : pcs Technology Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059 Tel: 022 62638200

PCS Technology Limited

Registered Office :82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015