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PCS Technology Ltd. Regulatory Filings 2021

Aug 23, 2021

64029_rns_2021-08-23_d4abffff-76fb-48b2-b2fa-0f6bc081f9fd.pdf

Regulatory Filings

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PCS Technology Limited

40th annual report 2020-21

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PCS TECHNOLOGy LIMITED CIN - L74200MH1981PLC024279

BOarD OF DIrECTOrS

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

Chairman Vice Chairman

Director Director Director (Expired on 16-08-2021) 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 Members ...............................................................1-5 Directors’ Report ................................................................5-28 Independent Auditors’ Report ...............................................29 Standalone Balance Sheet ...................................................30 Standalone Statement of Profit & Loss .................................31 Standalone Statement of Changes in Equity ........................32 Standalone Cash Flow Statement ...................................33-34 Notes to Standalone Financial Statements ......................35-51 Consolidated Independent Auditors Report .....................76-77 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 Statements .................83-100

40[th] 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

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NOTICE is hereby given that the 40th ANNUAL GENERAL MEETING of PCS TECHNOLOGY LIMITED will be held on Wednesday, 22[nd] 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 31[st] March,2021 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint 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 .

Mehul Monani Company Secretary & Compliance Officer

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].

  2. 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

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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 15[th] 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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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fortieth AnnuAl report 2020-2021

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(iv) In order to increase the efciency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting toall 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 ofSEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on 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 meetingsfor Individual shareholders holding securities in
Demat modeis given below:
In order to increase the efciency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting toall 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 ofSEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on 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 meetingsfor Individual shareholders holding securities in
Demat modeis given below:
Type of shareholders Login Method
Individual
Shareholders holding
securities in Demat
mode withCDSL
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/loginor visitwww.cdslindia.comand 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 athttps://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 onwww.cdslindia.comhome 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 evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers.
Individual
Shareholders holding
securities in demat
mode withNSDL
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.comeither on a Personal Computer or on a mobile. Once the home page of
e-Services is launched, click on the “Benefcial 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 athttps://eservices.nsdl.com.Select “Register
Online for IDeAS “Portal or click athttps://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 Verifcation 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 duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting
Individual
Shareholders (holding
securities in demat
mode) login through
theirDepository
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
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
Demat mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request
at [email protected] contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in
Demat mode withNSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Login method for e-Voting and joining virtual meeting forshareholders other than individual shareholders holding in Demat form & physical
shareholders.
The shareholders should log on to the e-voting websitewww.evotingindia.com.
1)
Click on “Shareholders” module.
2)
Now enter your User ID
a.
For CDSL: 16 digits benefciary 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.

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PCS TeChnology limiTed

  • 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:

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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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the
Details company records in order to login.
OR Date of Birth • If both the details are not recorded with the depository or company, please enter the member id / folio number in the
(DOB) Dividend Bank details field as mentioned in instruction (v).
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  • (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:

  • 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.

  • 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.

  • 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.

  • Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  • Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  • 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.

  • 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.

  • Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  • 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.

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fortieth AnnuAl report 2020-2021

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  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 .

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. 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.

  • 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 : 02262638200.

  • 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 By Order of the Board 82/6/1, Solar Park, Shop no.6 , For PCS Technology Ltd . Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015 Mehul Monani CIN - L74200MH1981PLC024279 Company Secretary & Compliance Officer Mumbai, 31st May, 2021

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PCS TeChnology limiTed

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) (Rs. In lakhs) (Rs. In lakhs)
Particulars Financial Year ended
31.03.2021
Financial Year ended
31.03.2020
Net sales and services 25.98 29.90
Gross Proft /(Loss)before depreciation and impairment on investments 91.38 153.33
Depreciation (24.80) (25.10)
Proft/(Loss)for theyear from Operations before impairment on investments 66.58 128.23
Exceptional Items 14.00 (661.67)
Proft /(Loss)for theyear from Operations after impairment on investments 80.59 (533.43)
Provision for Taxation(Net) (37.89) 3.83
Proft /(Loss)for theyear / 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 31[st ] March, 2021.

During the year under review, the Company by passing a Board Resolution on 17[th ] 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.

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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;

  2. 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;

  3. 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;

  4. Annual Accounts have been prepared on a going concern basis.

  5. Internal Financial controls are followed by the Company in adequate manner and are operating effectively.

  6. 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

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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, 31stMay, 2021 (Din:00014163)

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fortieth AnnuAl report 2020-2021

DIRECTOR’S REPORT

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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 TechnologyLimited
Category/Sub-categoryof the Company Information Technology& Information TechnologyEnabled Services
Address of the Registered ofce & contact details Registered Ofce : 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. S. No. Name and Description of mainproducts / services Name and Description of mainproducts / services NIC Code of the Product/service NIC Code of the Product/service % to total turnover of the company % to total turnover of the company % to total turnover of the company
1 Computer software and related Activities 6202 100%
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)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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 beginning of the
year
No. of Shares held at the beginning of the
year
No. of Shares held at the beginning of the
year
No. of Shares held at the end of the year No. of Shares held at the end of the year No. of Shares held at the end of the year No. of Shares held at the end of the year % Change
during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
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)Anyother - - - - - - - - -
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)Anyother - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of Promoter (A)
=(A) (1)+(A)(2)
14698811 1184 14699995 70.17% 14699811 128 14699939 70.17% -

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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)AnyOther - - - - - - - - -
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)AnyOther
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%
ClearingMembers 25447 - 25447 0.12% 7963 - 7963 0.04% 0.08%
NBFCs registered with RBI 4214 0 4214 0.02% 4214 0 4214 0.02%
Anyother(HUF) 369541 - 369541 1.76% 350864 - 350864 1.67% 0.10%
Anyother(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
Key Managerial Personnel
Shareholding at the beginning of theyear Shareholding at the beginning of theyear Cumulative Shareholding during theyear Cumulative Shareholding during theyear
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.

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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)

REMUNERATION TO OTHER DIRECTORS (INDEPENDENT) REMUNERATION TO OTHER DIRECTORS (INDEPENDENT) REMUNERATION TO OTHER DIRECTORS (INDEPENDENT) REMUNERATION TO OTHER DIRECTORS (INDEPENDENT) REMUNERATION TO OTHER DIRECTORS (INDEPENDENT) 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 attendingboard & 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 attendingboard 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 Meetingattended bythe Directors)

VIII. Shareholding of Promoter & Promoter Group

Sn Shareholder’s Name Shareholding at the beginning of theyear Shareholding at the beginning of theyear Shareholding at the beginning of theyear Shareholding at the end of theyear Shareholding at the end of theyear Shareholding at the end of theyear % change
in share-
holding
during the
year
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
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 PankajPatni 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 SoorajBarjatya 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% - -

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

There is no significant change in Promoters Shareholding as on 31[st ] 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 Shareholding at the beginning of the year Cumulative Shareholding during 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 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

6
ANJANA SINHA
7
DATA GENERAL CORPORATION, U.S.A.
8
SURENDRAKUMAR DEVIPRASAD TIBREWALA
9
DILIPKUMAR LAKHI
10
MUKESHCHANDRA MOHANLAL KELAWALA
6
ANJANA SINHA
7
DATA GENERAL CORPORATION, U.S.A.
8
SURENDRAKUMAR DEVIPRASAD TIBREWALA
9
DILIPKUMAR LAKHI
10
MUKESHCHANDRA MOHANLAL KELAWALA
120671
0.58%
120671
0.58%
100800
0.48%
100800
0.48%
80262
0.38%
80262
0.38%
47551
0.23%
47551
0.23%
42690
0.20%
42690
0.20%
120671
0.58%
120671
0.58%
100800
0.48%
100800
0.48%
80262
0.38%
80262
0.38%
47551
0.23%
47551
0.23%
42690
0.20%
42690
0.20%
120671
0.58%
120671
0.58%
100800
0.48%
100800
0.48%
80262
0.38%
80262
0.38%
47551
0.23%
47551
0.23%
42690
0.20%
42690
0.20%
120671
0.58%
120671
0.58%
100800
0.48%
100800
0.48%
80262
0.38%
80262
0.38%
47551
0.23%
47551
0.23%
42690
0.20%
42690
0.20%
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 ofperquisites u/s 17(2)Income-tax Act, 1961
- - -
(c)
Profts in lieu of salary under section 17(3) Income-tax Act,
1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % ofproft - - -
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

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Annexure 2

COMPOSITION OF THE COMMITTEE

Audit Committee

COMPOSITION OF THE COMMITTEE
Audit Committee
Annexure 2
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

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

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

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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:

  • The Income Tax Act & Rules

  • Laws relating to Professional Tax, Wealth Tax, Service Tax, Central and State Sales Tax & Rules

  • Bombay Shops & Establishment Act

  • Sale of Goods Act, 1930

  • The Payment of Bonus Act

  • The Payment of Gratuity Act

  • The Employees State Insurance Act, 1948

  • The Trade Marks Act, 1999

  • Copyright Act, 1957

  • 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).

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  • 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:

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

2. The Company has fled with delay following forms/returns required to be submitted with the Stock Exchanges; The Company has fled with delay following forms/returns required to be submitted with the Stock Exchanges; The Company has fled with delay following forms/returns required to be submitted with the Stock Exchanges; The Company has fled with delay following forms/returns required to be submitted with the Stock Exchanges; The Company has fled with delay following forms/returns required to be submitted with the Stock Exchanges;
Compliance Requirement
(Regulations/ circulars / guidelines
including specifc 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 February10, 2021
Time of Conclusion of meeting 1.10p.m. 12.23p.m. 12.15p.m. 1.15p.m.
Time of submission of Outcome 4.50p.m. 1.59p.m. 1.54p.m. 2.45p.m.
Deviation Delayof 4:40 hrs Delayof 6 minutes Delayof 21 minutes Delayof 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.
The Management of the Company explained that the delay in
submission was inadvertent.

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

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ANNEXURE – I

List of documents verified

  1. Memorandum & Articles of Association of the Company.

  2. Annual Report for the financial year ended 31[st] March, 2021.

  3. 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.

  4. Minutes of General Body Meetings held during the Financial Year under Report.

  5. All Statutory Registers.

  6. Agenda papers submitted to all the Directors / Members for the Board Meetings and Committee Meetings.

  7. 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.

  8. 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.

  2. 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.

  3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

  4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc. 5. 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.

  5. 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

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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
which he is a Director*
No. of Board Committees in which he is** No. of Board Committees in which he is**
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

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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.

Details of payments made to Non-Executive Independent Directors for the financial year 2020-2021 are as under:

Name of the Director Sitting fees Paid(Rs) Commissionpaid(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.

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  • 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 30[th ] 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.

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

Shifting of the Registered ofce of the Company.

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 PartyTransactions
31-03-2020 23.09.2020
12:30p.m.
This AGM was held through video
conferencing/other audio visual means
on a digitalplatformprovided byCDSL.
-
No special resolution was passed.

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]

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15. GENERAL SHAREHOLDER INFORMATION GENERAL SHAREHOLDER INFORMATION GENERAL SHAREHOLDER INFORMATION GENERAL SHAREHOLDER INFORMATION
Date, time & venue of the Annual General Meeting to be held in fnancialyear 2021-22
Financial Calendar 2021 – 22
I Financial Year : April to March
Ii First QuarterlyResults : On or before 14thAugust 2021
Iii Half YearlyResults : On or before 14thNovember 2022
iv Third Quarter Results : On or before 14th February2022
v Audited results : On or before 30th May, 2022
Dividend Payment Date : Not Applicable
Listing at Stock Exchanges(Stock Code) : The BombayStock 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 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
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Aug-20
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Oct-20
Nov-20
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Mar-21
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close Price
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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.

21

PCS TeChnology limiTed

The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : The distribution of shareholding as on March 31, 2021 is as follows : 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
ClearingMember 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.

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fortieth AnnuAl report 2020-2021

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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 : 31[st] 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)

Mumbai, 31[st] May, 2021

Divyesh V Mehta Partner Membership No.:044293

23

PCS TeChnology limiTed

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

Bhaskar Patel Mir Prakash Jain CEO CFO

Mumbai, 31[st] 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 31[st] 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: 31[st] May, 2021 Place: Mumbai

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fortieth AnnuAl report 2020-2021

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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.

25

PCS TeChnology limiTed

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 Name of the Subsidiaries companies
Sr. No. Particulars PCS Positioning Systems(India) Ltd. PCS Infotech Limited
1 Reporting period for the subsidiary concerned, if diferent from
the holdingcompany’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 Financialyear 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 Proft before taxation -52180 3,73,302
10 Provision for taxation - 99,358
11 Proft 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


188 of the Companies Act, 2013
Name of related party Nature of
Relationship
Duration of
arrangement
Salient
terms(1)
Amount
(Rupees)
Kalpavruksh Systems Pvt Limited
Renderingsales and services like FacilityManagement Services etc..
Group Company April 2014 –Ongoing Not
applicable
Rs. 23,26,788/-

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

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fortieth AnnuAl report 2020-2021

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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
fnancial 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
CompanySecretary
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: Particulars: (Rs.in Lacs)
(i) Stores & Spares -
(ii) Capital Goods -
(iii) Other Expenses -
Total -
On behalf of the Board of Directors
G.K. Patni
bai, 31th May, 2021
DIN: 00014163
Chairman

Mumbai, 31th May, 2021

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PCS TeChnology limiTed

Annexure 8 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:
Particulars Amount
(Rs.)
Loans given Nil
Guarantee given Nil
Investments Made 38,025,410
C. Loans, Guarantee and Investments made during fnancial year 2021:
Name of entity Relation Amount (in Rs.) Particulars of Loans, guarantees Purpose for which loans,
given or Investments made guarantees and Investments are
proposed to be utilized
- - - - -
- - - - -
On behalf of the Board of Directors
G.K. Patni
Mumbai, 31thMay, 2021 DIN: 00014163
Chairman

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Fortieth AnnuAl report 2020-2021

Independent AUdItORS’ RepORt

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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.

  2. 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.

  3. 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.

  4. 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.

  5. 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

29

PCS TeChnology limiTed

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.
1
2
II.
1
2
3
ASSetS
non-Current Assets
(a)
Property, plant and equipment
(b)
Financial assets
(i)
Investments
(c)
Other assets
total non-current assets
Current assets
(a)
Financial assets
(i)
Investments
(ii)
Trade receivables
(iii)
Cash and cash equivalents
(iv)
Loans
(b)
Current income tax assets (net)
(c)
Other assets
total current assets
tOtAL ASSetS
eQUItY And LIABILItIeS
equity
(a)
Share capital
(b)
Other equity
total equity
Liabilities
non-current liabilities
(a)
Financial liabilities
(i)
Long-term borrowings
(ii)
Other fnancial liabilities
(b)
Provisions
total non- current liabilities
Current Liabilities
(a)
Financial liabilities
(i)
Trade and other payables
(b)
Current income tax liabilities (net)
(c)
Provisions
(d)
Other liabilities
total current liabilities
tOtAL eQUItY And LIABILItIeS
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
90,591,326
5,020,000
12,612,790
92,857,398
5,020,000
12,600,008
108,224,116
33,005,410
-
312,172,312
2,154,366
-
97,167
110,477,406
31,604,500
68,977
304,725,132
2,990,301
1,535,870
92,131
347,429,255
455,653,371
209,506,770
203,924,761
341,016,911
451,494,317
209,506,770
199,986,681
413,431,531
37,672,920
-
374,674
409,493,451
37,477,428
2,474,738
350,380
38,047,594
489,216
499,017
442,798
2,743,215
40,302,546
772,000
-
473,259
453,061
4,174,246 1,698,320
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 Chartered Accountants (FRN-111508W)

For and on behalf of the Board of Directors

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

30

Fortieth AnnuAl report 2020-2021

StAndALOne StAteMent OF pROFIt And LOSS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

(Amount in Rs.)
particulars note
no.
Year ended
31-Mar-2021
Year ended
31-Mar-2020
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
Revenue from operations
Other income (net)
tOtAL InCOMe
expenses:
Employee beneft expenses
Finance costs
Impairement / (Gain) on fnancial instruments and Exceptional Items
Depreciation and amortisation expenses
Other expenses
tOtAL eXpenSeS
pROFIt BeFORe tAX (III-IV)
tax expense:
(a)
Current tax
(b)
Deferred tax
(c)
Taxation pertaining to earlier years
tOtAL tAX eXpenSe
pROFIt FOR tHe YeAR (V-VI)
OtHeR COMpReHenSIVe InCOMe / (LOSSeS)
(A)
(i)
Items that will be reclassifed subsequently to the statement of proft and loss:
(ii)
Income tax on items that will be reclassifed subsequently to statement of proft and loss
(B)
(i)
Items that will not be reclassifed subsequently to the statement of proft and loss:
(a)
Net changes in fair values of fnancial liabilities carried at fair value through OCI
(ii)
Income tax on items that will not be reclassifed subsequently to statement of proft and loss
tOtAL OtHeR COMpReHenSIVe InCOMe / (LOSSeS) (Bi-Bii)
tOtAL COMpReHenSIVe InCOMe FOR tHe YeAR (VII+VIII)
earning per equity share of face value of Rs.10 each
I)
For Contuining operation
Basic (in Rs.)
Diluted (in Rs.)
II)
For discontuined Operations
Basic (in Rs.)
Diluted (in Rs.)
III)
For discontuined & Continuing Operations
Basic (in Rs.)
Diluted(in Rs.)
21
22
23
24
25
26
27
2,598,727
25,270,331
2,989,797
39,123,015
27,869,058 42,112,812
7,779,172
3,880,571
(1,400,910)
2,479,902
7,071,015
8,445,850
4,931,006
66,166,893
2,509,513
13,402,680
19,809,750
8,059,308
2,227,000
-
1,561,928
95,455,942
(53,343,130)
-
-
(382,712)
3,788,928 (382,712)
4,270,380 (52,960,418)
-
-
(332,300)
83,075
-
-
(358,416)
89,604
(249,225)
4,021,155
0.20
0.20
(268,812)
(53,229,230)
(2.53)
(2.53)

Notes forming part of the 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 Date : 31/05/2021

For and on behalf of the Board of Directors

G. K. Patni H. C. Tandon (Chairman) (Director) A. K. Patni (Vice Chairman) Bhaskar Patel Mehul Monani (CEO) (CS) M P Jain (CFO) Place: Mumbai Date : 31/05/2021

31

PCS TeChnology limiTed

StAndALOne StAteMent OF CHAnGeS In eQUItY FOR tHe YeAR ended 31 MARCH, 2021

A equity Share Capital

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

B Other equity

Other equity (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
particulars Reserves and Surplus total Other
equity
Securities
premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
earnings
Revaluation
Reserve
As at April 01, 2018
Proft for the year
Other Comprehensive Income
total comprehensive income
for the year
Dividend paid (including dividend
distribution tax)
As at March 31, 2019
Proft for the year
Other Comprehensive Income
total comprehensive income
for the year
Dividend paid (including dividend
distribution tax)
As at March 31, 2020
Proft for the year
Other Comprehensive Income
total comprehensive income
for the year
Dividend paid (including dividend
distribution tax)
As at March 31, 2021
-
-
-
-
-
-
-
-
-
-
-
-
272,514,526
(21,000,498)
1,791,487
-
-
272,514,526
(21,000,498)
1,791,487
-
-
-
-
-
-
-
-
(19,209,011)
-
-
-
(19,209,011)
-
- - - - 253,305,515 - 253,305,515
-
-
-
-
-
-
-
-
(52,960,418)
(358,416)
-
-
(52,960,418)
(358,416)
-
-
-
-
-
-
-
-
(53,318,834)
-
-
-
(53,318,834)
-
- - - - 199,986,681 - 199,986,681
-
-
-
-
-
-
-
-
4,270,380
(332,300)
-
-
4,270,380
(332,300)
-
-
-
-
-
-
-
-
3,938,080
-
-
-
3,938,080
-
- - - - 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 Date : 31/05/2021

For and on behalf of the Board of Directors

G. K. Patni H. C. Tandon (Chairman) (Director) A. K. Patni (Vice Chairman) Bhaskar Patel Mehul Monani (CEO) (CS) M P Jain (CFO) Place: Mumbai Date : 31/05/2021

32

Fortieth AnnuAl report 2020-2021

StAndALOne CASH FLOw StAteMent FOR tHe YeAR ended 31 MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

(Amount in Rs.)
particulars Year ended
31-Mar-21
Year ended
31-Mar-20
A.
Cash fow from operating activities
Net proft before tax
Adjustments for:
Tax Provision
OCI
CSR Provision
CSR Paid
Depreciation
Finance cost
Sundry balances written of
Impairment Loss / (Gain) on investment and Sundry balances
Fixed assets written of / Proft or Loss of Sale of Fixed Assets
Interest received
Operating proft before working capital changes
Decrease/ (increase) in trade and others receivables
Decrease/ (increase) in inventories
(Decrease)/ increase in trade and other payables
Cash generated from operations
Income tax paid (net of refunds)
Net cash fow from/ (used in) operating activities
B.
Cash fow from investing activities
Purchase of fxed assets
Purchase of non-current investments
Bank Fixed Deposits
Proceeds from sale of fxed assets
Interest received
net cash from/ (used in) investing activities
C.
Cash from fnancing activities
Repayment of borrowings (net)
Finance cost
Net cash from/ (used in) fnancing activities
Net increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
4,270,380
3,788,928
(332,300)
-
-
2,479,902
3,880,571
(1,400,910)
-
(19,517,095)
(52,960,418)
(382,712)
(358,416)
-
(1,000,000)
2,509,513
4,931,006
69,271,726
-
(25,686,550)
(6,830,524)
305,427
-
220,974
(3,317,435)
8,588,405
-
(2,863,586)
(6,304,123)
(2,507,326)
2,407,384
32,388
(8,811,449) 2,439,772
(213,830)
-
-
-
20,353,030
(34,312)
259,488,291
-
-
39,892,748
20,139,200 299,346,727
(195,492)
(3,685,079)
(4,931,006)
(4,631,682)
(3,880,571) (9,562,688)
7,447,180
304,725,132
292,223,811
12,501,321
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
Balance with banks
Cheques on hand
Fixed deposits with banks, having original maturity of three months or less
Cash and cash equivalents at the end of the year
57,987
6,756,332
-
305,357,993
44,091
8,168,973
-
296,512,068
312,172,312 304,725,132

33

PCS TeChnology limiTed

StAndALOne CASH FLOw StAteMent FOR tHe YeAR ended 31 MARCH, 2021

RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE
(Amount in Rs.)
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
Add: Balance with bank in dividend / unclaimed dividend accounts
Add: Fixed deposits with banks, having remaining maturity for less than twelve months
Add: Fixed deposits with banks (lien marked)
Less: Fixed deposit with banks, having remaining maturity for more than twelve months
6,814,319
-
305,357,993
-
-
8,213,064
-
296,512,068
-
-
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 fnancing activities
(Amount in Rs.)
31 March 2021 Opening balance Cash fows non cash changes Closing balance
Short term secured borrowings
Long term secured borrowings
-
37,477,428
-
-
195,492 -
37,672,920
Total liabilities from fnancing 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 Date : 31/05/2021

For and on behalf of the Board of Directors

G. K. Patni H. C. Tandon (Chairman) (Director) A. K. Patni (Vice Chairman) Bhaskar Patel Mehul Monani (CEO) (CS) M P Jain (CFO) Place: Mumbai Date : 31/05/2021

34

Fortieth AnnuAl report 2020-2021

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

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- Pune411015. 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.

35

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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.

36

Fortieth AnnuAl report 2020-2021

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

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

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.

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.

Defined contribution plans

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

37

PCS TeChnology limiTed

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

3 pROpeRtY, pLAnt & eQUIpMent And IntAnGIBLe ASSetS

(Amount in Rs.) (Amount in Rs.)
description tangible Assets Intangible
Assets
total
Buildings Leasehold
improvements
plant and
equipment
Computer
equipment
Vehicles Ofce
equipments
Furiture and
fxtures
Software
Cost as on 01-Apr-2018
Additions
Disposals
Cost as at 31-Mar-2019
Additions
Disposals
Cost as at 31-Mar-2020
Additions
Disposals
Cost as at 31-Mar-2021
Accumulated depreciation as on 01-Apr-2018
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2019
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2020
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2021
net carrying amount as at 31-Mar-2019
net carrying amount as at 31-Mar-2020
net carrying amount as at 31-Mar-2021
94,743,461 1,177,904 - 311,200 7,636,269 17,210,136
5,464,794
- 126,543,764
-
-
-
(1,177,904)
-
-
37,760
-
-
(3,586,875)
-
(821,042)

-

(336,919)
-
-
37,760
(5,922,740)
94,743,461 - - 348,960 4,049,394 16,389,094
5,127,875
- 120,658,784
-
-
-
-
-
-
34,312
-
-
-
-
-

-

-
-
-
34,312
-
94,743,461 - - 383,272 4,049,394 16,389,094
5,127,875
- 120,693,096
-
-
-
-
- 213,830
-
-
-
-
-

-

-
-
-
213,830
-
94,743,461 - - 597,102 4,049,394 16,389,094
5,127,875
- 120,906,926
832,599 623,850 - 295,719 5,957,201 16,113,741
2,846,676
- 26,669,786
1,817,751
-
5,197
(629,047)
-
-
1,016
-
343,064
(2,672,813)
126,029
(689,044)

544,563

(190,317)
-
-
2,837,620
(4,181,221)
2,650,350 - - 296,735 3,627,452 15,550,726
3,200,922
- 25,326,185
1,817,751
-
-
-
-
-
18,480
-
125,315
-
19,157
-

528,809

-
-
-
2,509,512
-
4,468,101 - - 315,215 3,752,767 15,569,883
3,729,731
- 27,835,697
1,817,750
-
-
-
-
-
48,507
-
94,158
-
-
-

519,488

-
-
-
2,479,903
-
6,285,851 - - 363,722 3,846,925 15,569,883
4,249,219
- 30,315,600
92,093,111
90,275,360
88,457,610
-
-
-
-
-
-
52,225
68,057
233,380
421,942
296,627
202,469
838,368
819,211
819,211

1,926,953

1,398,144

878,656
-
-
-
95,332,599
92,857,399
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.) (Amount in Rs.)
particulars As at
31-Mar-21
As at
31-Mar-20
4 nOn-CURRent InVeStMentS
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
PCS Positioning Systems (India) Limited
1,760,000
INR 10
Less: Provision for diminution in value of investments
net investment in subsidiaries
II)
Investment carried at fair value through proft or loss
a)
In Other Companies (Quoted)
b)
In Others (Unquoted)
Saraswat Coop Bank Limited
1,000
10
total of investments in equity instruments
c)
Investment in Share Certifcates
Membership of Technocity Co-operative Society
net investments
Aggregate amount of quoted Investments
(Market value Rs.Nil previous year Rs.Nil)
Aggregate amount of Unquoted Investments
Aggregateprovision for dimunition in value of investments
5,000,000
17,510,000
5,000,000
17,510,000
22,510,000
17,510,000
22,510,000
17,510,000
5,000,000
-
10,000
5,000,000
-
10,000
10,000 10,000
5,010,000 5,010,000
10,000 10,000
10,000 10,000
5,020,000 5,020,000
-
22,530,000
17,510,000
-
22,530,000
17,510,000

38

Fortieth AnnuAl report 2020-2021

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

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

39

PCS TeChnology limiTed

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

(Amount in Rs.) (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
39,75,000 Preference Shares of Rs.10 each
(Redeemable, Non-Convertible & Non-Cumulative)
Issued, Subscribed and paid up:
2,09,50,677 (Previous Year - 2,09,50,677) Equity Share of Rs.10 each
210,250,000
39,750,000
210,250,000
39,750,000
250,000,000 250,000,000
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:

c) particulars equity Shares equity Shares equity Shares
number (Amount in Rs.)
Shares outstanding at the beginning of the year
Shares outstandingat the end of theyear
20,950,677
20,950,677
209,506,770
209,506,770
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
PCS Finance Private Limited
Ashoka Computer Systems Pvt. Ltd.
PCS Cullinet Private Limited
Mrs. Sadhana A. Patni
2,456,549
1,901,560
1,901,560
1,901,559
1,760,404
11.73
9.08
9.08
9.08
8.40
2,428,930
1,901,560
1,901,560
1,901,559
1,657,087

11.39

9.08

9.08

9.08

7.89
(Amount in Rs.)
particulars As at
31-Mar-2021
As at
31-Mar-2020
13
14
OtHeR eQUItY
Retained earnings
Opening balance
Add: OCI Reserves
Add: Proft for the year
Add: Remeasurement gain
(loss) on defned beneft plans
Closing balance
LOnG teRM BORROwInGS
(carried at amortised value)
Unsecured
Loan from Related parties/Financial Liablities
a) preference Shares
Total fnancial liabilities
199,986,681
-
4,270,380
(332,300)
203,924,761
37,672,920
199,986,681
37,477,428
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.

40

Fortieth AnnuAl report 2020-2021

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

c) details of shareholding more than 5% preference Shares of total preference Shares in the company: 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.
c)

d)



details of shareholding more than 5% preference Shares of total preference Shares in the company: details of shareholding more than 5% preference Shares of total preference Shares in the company: details of shareholding more than 5% preference Shares of total preference Shares in the company: details of shareholding more than 5% preference Shares of total preference Shares in the company: details of shareholding more than 5% preference Shares of total preference Shares in the company: details of shareholding more than 5% preference Shares of total preference Shares in the company: 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
Mr. Gajendra Kumar Patni
1,965,000
1,480,000
49.43
37.23
1,965,000
1,480,000
49.43
37.23
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
16
17
18
19
20
OtHeR FInAnCIAL LIABILItIeS
Deposits received on rental premises
pROVISIOnS
Long-term provision for leave benefts
tRAde And OtHeR pAYABLeS
Due to Micro , Small and Medium Enterprises
Others
(Refer note 30 for details of dues to MSME)
CURRent InCOMe tAX LIABILItIeS - net
Income tax paid (Net of provisions)
pROVISIOnS
Short-term provision for leave benefts
OtHeR CURRent LIABILItIeS
Deferred Rental Deposits
Deposits received on rental premises
Statutory dues and taxes payable
Trade advances
- 2,474,738
- 2,474,738
374,674 350,380
374,674 350,380
-
489,216
-
772,000
489,216 772,000
499,017 -
499,017 -
442,798 473,259
442,798 473,259
-
2,400,000
163,244
179,971
75,262
-
197,828
179,971
2,743,215 453,061
(Amount in Rs.)
particulars Year ended
31-Mar-2021
Year ended
31-Mar-2020
21
22
23
ReVenUe FROM OpeRAtIOnS
Sales / Services: IT & related FMS services
net Sales
OtHeR InCOMe
Interest income from Financial Assets measured at amortised cost : Interest income from NCD & Bonds
Interest on Bank Deposits
Rent income
Other non-operating income
eMpLOYee BeneFIt eXpenSeS
Salaries & Wages
Contribution to Provident fund etc
Staf Welfare expenses
2,598,727 2,989,797
2,598,727 2,989,797
2,649,457
16,833,138
5,715,710
72,026
15,415,409
10,233,224
5,855,714
7,618,668
25,270,331 39,123,015
7,273,219
505,953
-
7,890,342
535,398
20,110
7,779,172 8,445,850

41

PCS TeChnology limiTed

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

(Amount in Rs.)
particulars Year ended
31-Mar-2021
Year ended
31-Mar-2020
24
25
26
27
FInAnCe COSt
Interest expense
Dividend on Preference Shares (including DDT)
Interest on fnancial liabilities carried at amortised cost
IMpAIReMent / (GAIn) On FInAnCIAL InStRUMentS And eXCeptIOnAL IteMS
Net (Gain)/ loss on impairment on Investments
Interest Receivable Written-Of
Settlement Expenses (ServiceTax)
depReCIAtIOn And AMORtISAtIOn eXpenSeS
Depreciation and amortisation expenses
OtHeR eXpenSeS
Power & fuel
Rent
Rates & taxes
Insurance
Advertisement & sales promotion
Travelling and conveyance expenses
Consumable, stores and spares
Ofce maintainence
Printing & stationery
Communication expenses
Auditor's remuneration
as Auditors
for Tax audit
Legal, professional & consultancy charges
Freight & forwarding
Directors sitting fees
Bad debts and remissions
Sales & Work contract tax paid
Loss on Sale of Fixed Assets
Net Loss disposal of Investments
Contribution to CSR
Miscellaneous expenses
35,417
3,577,500
267,654
114,480
4,312,867
503,659
3,880,571 4,931,006
(1,400,910)
-
-
47,978,527
1,430,488
16,757,878
(1,400,910) 66,166,893
2,479,902 2,509,513
2,479,902 2,509,513
158,735
1,110,647
281,676
229,774
332,400
210,654
4,730
450,726
93,868
109,067
500,000
-
1,736,354
560
330,000
-
79,192
-
-
-
1,442,632
177,526
1,255,747
248,702
298,930
316,336
419,658
16,607
141,280
648,522
196,613
500,000
30,000
3,726,225
248,983
290,000
-
248,480
-
3,624,280
-
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.

42

Fortieth AnnuAl report 2020-2021

nOteS tO StAndALOne FInAnCIAL StAteMentS FOR tHe YeAR ended 31St MARCH, 2021

==> picture [69 x 35] intentionally omitted <==

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 theyear end - -
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at theyear end - -
Payment made to suppliers(other than interest)beyond the appointed dayduringtheyear - -
Interestpaid to suppliers under MSMED Act duringtheyear - -
Interest due &payable to suppliers under MSMED Act forpayments alreadymade - -
Interest accrued & remainingunpaid at the end of theyear 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:

32.

particulars
Imported
Indigenous
(B)
Value of imports on CIF basis in respect of:
particulars
Raw Material, Store & spares and Computer Peripherals
(C)
expenditure in foreign currency:
particulars
Traveling
(d)
earning in foreign currency:
particulars
Export sales and services
particulars of earnings per Shares:
particulars 31/Mar/21 31/Mar/21 31/Mar/20 31/Mar/20 31/Mar/20 31/Mar/20
Value % Value %
Imported - 0.00% - 0.00%
Indigenous - 0.00% - 0.00%
- 0.00% - 0.00%
Value of imports on CIF basis in respect of:
particulars 31/Mar/21 31/Mar/20
Raw Material, Store & spares and Computer Peripherals - -
expenditure in foreign currency:
particulars 31/Mar/21 31/Mar/20
Traveling - -
earning in foreign currency:
particulars 31/Mar/21 31/Mar/20
Export sales and services - -
(Amount in Rs.)
particulars 31/Mar/21 31/Mar/20
a) Net Proft for theyear 4,270,380 (52,960,418)
b) Number of equityshares outstandingat the beginningand at the end of theyear 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)

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33 CURRent And deFeRRed tAX

CURRent And deFeRRed tAX CURRent And deFeRRed tAX CURRent And deFeRRed tAX 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 profts for the year
2,227,000
-
Adjustments for current tax ofpriorperiod
-
-
total current tax expense
2,227,000
-
ii)
deferred tax
(Decrease)
Increase in deferred tax liabilities
-
-
Decrease
(Increase) in deferred tax assets
-
-
Trfd to OCI on actuarialgain or loss
-
-
**Total deferred tax expense
(beneft)
-
-
Income tax expense
2,227,000
-
b)
The reconciliation between the Statutory income tax rate applicable to the Company and the efective 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)
Diferences 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%
Efective 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 Proft 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 taxpayable for theyear
(2,227,000)
-
Closing balance
(499,017)
1,535,870**
particulars 2020-21 2019-20
i)
Current tax
Current tax on profts for the year
Adjustments for current tax ofpriorperiod
2,227,000
-
-
-
total current tax expense 2,227,000 -
ii)
deferred tax
(Decrease)
Increase in deferred tax liabilities
Decrease
(Increase) in deferred tax assets
Trfd to OCI on actuarialgain or loss
**Total deferred tax expense (beneft)** -
Income tax expense 2,227,000 -
The reconciliation between the Statutory income tax rate applicable to the Company and the efective income tax rate of the Company is as follows
particulars 2020-21 2019-20
a)
Statutory income tax rate (old regime)
b)
Diferences due to:
i)
Expenses not deductible for tax purposes
ii)
Income exempt from income tax
iii)
Income tax incentives
iv)
Others
26.00%
114.79%
0.00%
0.00%
-113.16%
26.00%
121.92%
0.00%
0.00%
-168.41%
Efective income tax rate 27.63% 20.50%
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 Proft and Loss or other comprehensive income.
Current tax assets (net)
(Amount in Rs.)
particulars 2020-21 2019-20
Add: Tax paid in advance, net of provisions during the year
Less: Current taxpayable for theyear
1,727,983
(2,227,000)
1,535,870
-
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)

Balance sheet amount (Gratuity Liability)
particulars (Amount in Rs.)
April 1, 2019
present Value of obligations at beginning of theyear 3,177,281
Current service cost
Interest expense
(income)
Total amount recognised inproft and loss 327,511
Remeasurements
Return on plan assets, excluding amount included in interest expense
(income)
(Gain )
total amount recognised in other comprehensive income 25,932

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particulars particulars (Amount in Rs.)
Employer contributions
Beneftpayments
(130,800)
March 31, 2020 3,399,924
Current service cost
Interest expense
(income)
Total amount recognised inproft and loss 329,339
Remeasurements
Return on plan assets, excluding amount included in interest expense
(income)
(Gain )
Loss from change in fnancial assumptions
Experience(gains)
total amount recognised in other comprehensive income (83,304)
Employer contributions
Beneftpayments
-
(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 theyear 7,442,937
Interest income/ (Expense)
Contribution byEmployer
653,669
-
Total amount recognised inproft and loss 653,669
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
losses
total amount recognised in other comprehensive income (489,216)
Employer contributions
Beneftpayments
-
-
March 31, 2020 7,607,390
Interest income/ (Expense)
Contribution byEmployer
444,849
-
Total amount recognised inproft and loss 444,849
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
losses
total amount recognised in other comprehensive income (567,108)
Employer contributions
Beneftpayments
-
-
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
Fair value ofplan assets
3,411,151
7,485,131
3,399,924
7,607,390
Defcit of Gratuity plan (4,073,980) (4,207,466)

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Significant estimates: Actuarial assumptions and sensitivity

Signifcant estimates: Actuarial assumptions and sensitivity
The signifcant actuarial assumptions were as follows:
particulars As at
31-03-2021
As at
31-03-2020
Discount rate
Attrition rate
Rate of return on plan assets
Salaryescalation rate
6.33%
1.00%
12.00%
5.00%
6.54%
1.00%
12.00%
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
Others
Special deposit scheme
- 7,485,131 7,485,131 100%
- 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
Others
Special deposit scheme
- 7,607,390 7,607,390 100%
- 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:


Most of the plan asset investments is in fxed income securities with high grades and in government securities. These are subje
The Company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained
deviations from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment
years.
Expected contributions to post-employment beneft plans for the year ending March 31, 2021 is NIL
The weighted average duration of the defned beneft obligation is 5 years (2015-16: 5 years). The expected maturity analysis of

ct to interest rate risk.
at a fxed range. Any
mix in the continuing
gratuity is as follows:
particulars total
Defned beneft obligation (gratuity)
As at March 31, 2021
As at March 31, 2020
3,411,151.00
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”

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(Amount in Rs.)

35 Fair Value Measurement (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
particulars 31-Mar-21 31-Mar-20
FVpL FVOCI Amortised
cost
FVpL FVOCI Amortised
cost
Financial assets
Investments:
Equity instruments
Trade receivables
Cash and bank balances
Other receivables
20,000 -
-
312,172,312
2,154,366
20,000 -
68,977
304,725,132
2,990,301
total Financial assets 20,000 - 314,326,678 20,000 - 307,784,410
Financial liabilities
Trade payables
Security deposits
Directors Loan
Preference Shares
489,216
-
-
37,672,920
772,000
2,474,738
-
37,477,428
Total fnancial 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)
ii)
Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021 Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021 Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021 Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021 Financial assets and liabilties which are measured at amortised cost for which fair values are disclosed at March 31, 2021 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
Securitydeposits
- - -
37,672,920.00
-
-
37,672,920.00
-
Total fnancial liabilities - - 37,672,920.00 37,672,920.00
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
Securitydeposits
- - -
37,477,428.00
2,474,738.00
-
37,477,428.00
2,474,738.00
Total fnancial 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.

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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
Fair value of fnancial assets and liabilities measured at amortised cost
(Amount in Rs.)
at amortised cost
(Amount in Rs.)
at amortised cost
(Amount in Rs.)
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 fnancial assets - - - -
Financial liabilities
Security deposits
Directors Loan
Preference Shares
-
-
39,750,000
-
-
37,672,920
2,550,000
-
39,750,000
2,474,738
-
37,477,428
Total fnancial 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.) (Amount in Rs.) (Amount in Rs.)
particulars 31-Mar-21 31-Mar-20
Total Debt
Total Equity
Debt-Equityratio
37,672,920.00
413,431,531.00
0.09
37,477,428.00
409,493,451.00
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

  • PCS Positioning Systems (India) Limited

  • 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)

    2. Mr. Ashok Kumar Patni (Vice Chairman)

    3. Mr. Harish Chandra Tandon (Director)

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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)

  3. Mr. Apoorva Patni (Son of Mr. A.K.Patni)

  4. Mr. Arihant Patni (Son of Mr. G.K. Patni)

  5. Mrs. Ruchi Patni (Daughter-in-law of Mr. G.K. Patni)

  6. Sobhagmal M. Patni HUF (Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)

c) Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence) 1. Kalpavruksh Systems Private Limited (Formerly known as Kalpavruksh Systems Limited)

  1. Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)

  2. Ashok Patni Family Trust

  3. Ashoka Computer Systems Pvt Ltd.

  4. PCS Finance Pvt. ltd.

  5. 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
Afliates total
1 Sales of goods and services 2,326,788
(2,693,716)
2,326,788
(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
(1,332,000)
2,245,500
(2,245,500)
3,577,500
(3,577,500)
Signifcant transactions carried out with related parties referred above, in ordinary course of business:
description Subsidiaries
Companies
Key
Management
personnel
Relative of key
Management
personnel
Afliates
1 Sales of goods and services
Kalpavruksh Systems Pvt. Ltd
Patni Healthcare Pvt. ltd.
2,326,788
(2,326,788)
-
(366,928)
2 Rent paid -
(-)

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

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41.4 (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
description Subsidiaries
Companies
Key
Management
personnel
Relative of key
Management
personnel
Afliates
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
G K Patni
Ashoka Computer Systems Pvt Ltd
PCS Cullinet Pvt Ltd
PCS Finance Pvt Ltd
1,768,500
(1,768,500)
1,332,000
(1,332,000)
162,000
(162,000)
162,000
(162,000)
153,000
(153,000)
Balance outstanding as at year end: (Amount in Rs.)
description Subsidiaries
Companies
Key
Management
personnel
Relative of key
Management
personnel
Afliates 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)

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41.5 Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
Signifcance closing balances outstanding as at year end:
(Amount in Rs.)
description Subsidiaries
Companies
Key
Management
personnel
Relative of key
Management
personnel
Afliates
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:

PCS Positioning Systems (India) Limited

(Amount in Rs.) 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

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----- Start of picture text -----

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
----- End of picture text -----

51

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

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

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

FINANCIAL RESULTS FINANCIAL RESULTS 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
Proft/ (Loss) before interest ,
depreciation & taxation
(0.52) (1.71)
Interest - -
Depreciation - -
Proft /(Loss)before taxation (0.52) (1.71)
Provision for Taxation(Net) - -
Net Proft /(Loss)for theyear (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

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:

  • In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

  • 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;

  • 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;

  • Annual Accounts have been prepared on a going concern basis.

  • 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)

52

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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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: 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

III.
IV.
i.
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) (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%
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 TechnologyLimited L74000MH1981PLC024279 Holding 100 2(46)
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
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
%Change during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total
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)Anyother - - - - - - - - -
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)Anyother - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of
Promoter(A) =(A)(1)+(A)(2)
- - - - - - - - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

53

ANNUAL REPORT 2020-2021 PCS POSITIONING SYSTEMS (INDIA) LTD.

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Category of Shareholders No. of Shares held at the beginning of the
year[As on 31-March-2020]
No. of Shares held at the beginning of the
year[As on 31-March-2020]
No. of Shares held at the beginning of the
year[As on 31-March-2020]
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]
No. of Shares held at the end of the year [As on
31-March-2021]
No. of Shares held at the end of the year [As on
31-March-2021]
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)AnyOther - - - - - - - -
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)AnyOther - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Other Directors / Relatives - - - - - - - - -
Foreign Portfolio Investor - - - - - - - - -
Non Resident Indians - - - - - - - - -
OCB - - - - - - - - -
ClearingMembers - - - - - - - - -
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 theyear Shareholding at the beginning of theyear Shareholding at the beginning of theyear Shareholding at the end of theyear Shareholding at the end of theyear Shareholding at the end of theyear % change in
shareholding
during the
year
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
1 M/s PCS Technologylimited(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% - -

54

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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iii.
iv.
V.
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
Change in Promoters’ Shareholding (please specify, if there is no change)
There is no change in the Promoter’s Shareholding pattern.
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 theyear Cumulative Shareholding during theyear
No. of shares % of total shares of the
company
No. of shares % of total shares of the company
1 N.A. N.A. N.A. N.A. N.A.
Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each
Key Managerial Personnel
Shareholding at the beginning
of theyear
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. Ashokkumar S. Patni 0 0% 0 0%
2 Mr. Harish C. Tandon 1 0% 1 0%
3 Mr. Mir Prakash Jain 1 0% 1 0%
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 beginningof the fnancialyear
i)Principal Amount - 2,50,00,000 - 2,50,00,000
ii)Interest due but notpaid - - - -
iii)Interest accrued but not due - - - -
Total(i+ii+iii) - 2,50,00,000 - 2,50,00,000
Change in Indebtedness duringthe fnancialyear - - - -
* Addition - - - -
* Reduction - - - -
Net Change - - - -
Indebtedness at the end of the fnancialyear - - - 2,50,00,000
i)Principal Amount - 2,50,00,000 - -
ii)Interest due but notpaid - - - -
iii)Interest accrued but not due - - - -
Total(i+ii+iii) - 2,50,00,000 - 2,50,00,000

VI. 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.

55

ANNUAL REPORT 2020-2021 PCS POSiTiONiNg SySTEmS (iNdiA) LTd.

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

Report on the Audit of the Financial Statements

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.

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

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.

56

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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Report on Other Legal and Regulatory Requirements
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  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.

  2. As required by Section 143(3) of the Act, based on my audit, I report that:

  3. (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.

  4. (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.

  5. (c) The Balance Sheet and the Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

  6. (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.

  7. (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.

  8. (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

  9. (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

57

ANNUAL REPORT 2020-2021 PCS POSiTiONiNg SySTEmS (iNdiA) LTd.

BALANCE SHEET AS AT 31ST MARCH 2021

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2021

(Amount in Rs.) YE AR ENDED 31ST MARCH 202
Particulars Note As at As at
31-Mar-21 31-Mar-20 (Amount in Rs.)
Particulars Note Year ended Year ended
I ASSETS 31-Mar-21 31-Mar-20
1 Non-Current Assets REVENUE -
(a)
Long Term Loans and Advances
3 -
-
I.
II.
Revenue from Operations (net)
Other Income
-
-
-
-
Total non-current assets -
-
III. Total Revenue (I+II) - -
2 Current assets IV. Expenses
(b)
Financial assets
Other expenses
Total expenses
12 52,180
52,180
171,959
171,959
(i)
Trade receivables
4 -
-
V. Proft Before Tax (52,180) (171,959)
(ii)
Cash and cash equivalents
(iii)
Loans
5
6
1,072,410
-

1,118,690

-
VI.
VII.
VIII.
Tax expense
Proft for the year (V - VI)
OTHER COMPREHENSIVE INCOME /
-
(52,180)
-
(171,959)
(c)
Other assets
Total current assets
7 -
1,072,410

-

1,118,690
i (LOSSES)
Items that will be reclassifed subsequently to
the statement of proft and loss:
- -
TOTAL ASSETS 1,072,410
1,118,690
Income tax on items that will be reclassifed
subsequently to statement of proft and loss
- -
II
1
EQUITY AND LIABILITIES
Equity
(a)
Share capital
8 17,600,000
17,600,000
ii Items that will not be reclassifed subsequently
to the statement of proft and loss:
Income tax on items that will not be reclassifed
subsequently to statement of proft and loss
-
-
-
-
(b)
Other equity
9 (53,293,090) (53,240,910) TOTAL OTHER COMPREHENSIVE INCOME
/ (LOSSES) (i-ii)
- -
Total Equity (35,693,090) (35,640,910) IX TOTAL COMPREHENSIVE INCOME FOR (52,180) (171,959)
2 Current Liabilities THE YEAR (VII+VIII)
Earning per equity share of face value of
(a)
Financial liabilities
Rs.10 each
(i)
Trade and other payables
10 11,765,500
11,759,600
I) For Contuining operation
Basic (in Rs.)
(0.03) (0.10)
(b)
Other liabilities
11 25,000,000
25,000,000
Diluted (in Rs.)
Total current liabilities 36,765,500
36,759,600
II) For Discontuined Operations
Basic (in Rs.)
1,072,410
1,118,690
Diluted (in Rs.)
The accompanying notes are an integral part of the fnancial statements II) For Discontuined & Continuing Operations
Basic (in Rs.)
(0.03) (0.10)
As per my report of even date attached Diluted(in Rs.)
The accompanying notes are an integral part of the fnancial statements

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For S C Bandi & Company For and on behalf of the Board of Directors
Chartered Accountants
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As per my report of even date attached

==> picture [199 x 62] intentionally omitted <==

----- Start of picture text -----

S C Bandi A K Patni H C Tandon
Propreitor (Director) (Director)
Membership No. 16932
M.P Jain
(Director)
Place : Mumbai Place : Mumbai
Date: 11/05/2021 Date: 11/05/2021
----- End of picture text -----

For S C Bandi & Company For and on behalf of the Board of Directors Chartered Accountants

==> picture [199 x 65] intentionally omitted <==

----- Start of picture text -----

S C Bandi A K Patni H C Tandon
Propreitor (Director) (Director)
Membership No. 16932
M.P Jain
(Director)
Place : Mumbai Place : Mumbai
Date: 11/05/2021 Date: 11/05/2021
----- End of picture text -----

58

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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

A Equity Share Capital

A Equity Share Capital
B Particulars Amount(in Rs.)
17,600,000
-
17,600,000
-
17,600,000
Amount (in Rs.)
As at April 01, 2019
Changes in Equity share capital during the year
As at March 31, 2020
Changes in Equity share capital during the year
As at March 31, 2021
Other Equity
Particulars Reserves a nd Surplus Total Other
Equity
Securities
Premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
Earnings
Revaluation
Reserve
As at April 01, 2018
Proft for the year
Total comprehensive income for the year
As at March 31, 2019
Proft for the year
Other Comprehensive Income
Total comprehensive income for the year
As at March 31, 2020
Proft for the year
Other Comprehensive Income
Total comprehensive income for the year
Tax
Reserve Withdrawn
As at March 31, 2021
-
-
-
-
-
-
-
-
-
-
-
-
(51,562,569)
(1,506,382)
-
-
(51,562,569)

(1,506,382)

-
-
-
-
-
-
-
-
-
(1,506,382)
-
-
-

(1,506,382)

-
- - - - (53,068,951) -
(53,068,951)
-
-
-
-
-
-
-
-
(171,959) -
-

(171,959)

-
-
-
-
-
-
-
-
-
(171,959)
-
-
-

(171,959)

-
- - - - (53,240,910) -
(53,240,910)
-
-
-
-
-
-
-
-
(52,180) -
-

(52,180)

-
- - - - (52,180) -
(52,180)
- - - - - -

-
- - - - (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

For and on behalf of the Board of Directors

S C Bandi

Propreitor Membership No. 16932 Place : Mumbai Date: 11/05/2021

A K Patni H C Tandon (Director) (Director) M.P Jain (Director) Place : Mumbai Date: 11/05/2021

59

ANNUAL REPORT 2020-2021 PCS POSiTiONiNg SySTEmS (iNdiA) LTd.

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

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021

1 Basis of Preparation

31ST MARCH, 2021 MA
1
RCH 2021
Basis of Preparation
RCH 2021
Basis of Preparation
Amount (in Rs.) The Company is Incorporated on 29th June 2004 as a wholly owned
PARTICULARS Year ended Year ended subsidiary of PCS Technolgy Limited.
Cash fow arising from operating
activities:
Net loss before tax
31-Mar-21
(52,180)
31-Mar-20
(171,959)
In accordance with the notifcation issued by the Ministry of Corporate
Afairs, the Company has adopted Indian Accounting Standards
(referred to as "IndAS") notifed under the Companies (Indian
Accounting Standards) Rules, 2015 with efect from 1 April, 2017.
Adjustment for: - - Previous periods have been restated to IndAS.
Fixed assets written-of
Depreciation
-
-
-
-
These fnancial statements have been prepared in accordance with
IndAS as notifed under the Companies (Indian Accounting Standards)
Rule, 2015 read with Section 133 of the Companies Act, 2013.
Operating loss before working capital
changes
(52,180) (171,959) 2 Signifcant Accounting Policies
Decrease/ (Increase) in Trade and other - 139,439 Revenue Recognition
Receivables
(Decrease)/ Increase in Trade and other
payables
5,900 8,850 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
Cash generated from operations (46,280) (23,670) applicable. Service revenues are recognized in accordance with the
Income Tax paid (net of refunds) - - terms and conditions of the contract.
Net cash fow from/used operating (46,280) (23,670) Borrowing cost
activities Borrowing costs that is not directly attributable to the acquisition,
Cash fow arising from investing activities - - construction or production of a qualifying asset is charged to the
statement of proft and loss.
Amount (in Rs.)
Cash fow arising from fnancing Particulars As at As at
activities 31-Mar-21 31-Mar-20
Proceeds from Unsecured Loans taken - - 3 LONG TERM LOANS AND
from holding company ADVANCES
Repayment of Unsecured Loan taken
from Directors
- - Income tax paid (net) - -
Net Cash from fnancing activities - - FBT paid (net) - -
- -
4 TRADE RECEIVABLE
Net Increase/(Decrease) in Cash/Cash
Equivalents
(46,280) (23,670) Unsecured, considered good - -
Cash and Cash Equivalents at the 1,118,690 1,142,360 - -
beginning of the year 5 CASH AND BANK BALANCES
Cash and Cash Equivalents at end of the 1,072,410 1,118,690 Cash and Cash Equivalent
year Balances with Banks - in Current 1,072,410 1,118,690
Cash fow statement is as per books of accounts and found correct. account
As per my report of even date attached 6 SHORT TERM LOANS AND 1,072,410 1,118,690
ADVANCES
For S C Bandi & Company
Chartered Accountants
For and on behalf of the Board of Directors
Earnest Money Deposit - -
Advance recoverable in cash or - -
in kind
S C Bandi
A K Patni
H C Tandon
Propreitor
Membership No. 16932
(Director)
(Director) 7 Other assets - -
M.P Jain Deposits - -
(Director) Advances to Suppliers - -
Place : Mumbai
Place : Mumbai
- -
Date: 11/05/2021
Date: 11/05/2021

60

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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==> picture [249 x 602] intentionally omitted <==

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Amount (in Rs.)
Particulars As at As at
31-Mar-21 31-Mar-20
8 SHARE CAPITAL
Authorised
3,000,000 Equity shares of Rs.10/- 30,000,000 30,000,000
each
Issued, Subscribed and Paid up
1,760,000 Equity shares of Rs.10/- 17,600,000 17,600,000
each fully paid up
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 (53,240,910) (53,068,951)
Statement
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 26,550 19,470
charges
Auditor's Remuneration - As 23,600 8,850
auditors
Bank Charges 1,430 -
Debit Credit Balance W/off - 139,439
52,180 171,959
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|13
a)
b)
c)
d)
e)|CURRENT AND DEFERRED TAX
The major components of income tax expense for the year 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 profts for the year
-
-
Adjustments for current tax of
priorperiod
-
-
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|(beneft)
-
-
Income tax expense
-
-
The reconciliation between the Statutory income tax rate
applicable to the Company and the efective income tax rate of the
Company is as follows
Particulars
2020-21
2019-20
a) Statutory income tax rate
0.00%
0.00%
b) Diferences 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%
Efective income tax rate
0.00%
0.00%
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 Proft and Loss or other comprehensive
income.
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: Taxespaid
-
-
Closing balance
-
-
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
-
-|
|---|---|

61

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
proft or loss|As at
31-03-2020|(charged) |
Credited to proft
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:

62

PCS POSITIONING SYSTEMS (INDIA) LIMITED

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|17
(a)
(b)
18
19|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-Equityratio
(0.70)
(0.70)
EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES
The criteria for Corporate Social Responsibilities are not applicable to
the Company.
Amount spent during the year: Nil
REGROUPED | RECAST | RECLASSIFIED
Figures of the earlier year have been reclassifed to confrm to Ind AS
presentation requirements
ROUNDING OFF
Figures are round of 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 of Earnings per share : Particulars of Earnings per share : Particulars of Earnings per share :
Particulars 31-Mar-21 31-Mar-20
(a)
(b)
(c)
(d)
(e)
Net (Loss) for the year (Rs.)
Number of equity shares
outstanding at the beginning
and at the end of the year
Weighted average number
of shares outstanding during
the year
Nominal value of the shares
(Rs.)
Basic Earning per share
(Rs.)
(52,180)
1,760,000
1,760,000
10
(0.03)
(171,959)
1,760,000
1,760,000
10
(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)

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24 Balance outstanding as on 31/03/2021
Description Holding Key Affiliates Total
Compay Management
Personnel
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
----- End of picture text -----

  • 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 For and on behalf of the Board of Directors Chartered Accountants

S C Bandi A K Patni Propreitor (Director) Membership No. 16932 M.P Jain (Director) Place : Mumbai Place : Mumbai Date: 11/05/2021 Date: 11/05/2021

A K Patni H C Tandon (Director) (Director)

63

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

Cessation

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

Meetings

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

Statutory Auditors

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

FINANCIAL RESULTS FINANCIAL RESULTS 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
Proft/ (Loss) before interest ,
depreciation & taxation
03.73 04.77
Interest - -
Depreciation - -
Proft /(Loss) before Taxation 03.73 04.07
Provision for Taxation (Net) 0.99 01.14
Net Proft / (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 31[st] 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.

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;

  2. 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;

  3. 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;

  4. Annual Accounts have been prepared on a going concern basis.

  5. 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 )

64

ANNUAL REPORT 2020-2021

PCS INFOTECH LIMITED

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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:

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 ofce & 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 mainproducts / services Name and Description of mainproducts / services NIC Code of the Product/service NIC Code of the Product/service NIC Code of the Product/service % to total turnover of the company % to total turnover of the company
1 Computer software and related Activities 6202 100%
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 TechnologyLimited L74000MH1981PLC024279 Holding 100 2(46)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

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

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 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 - 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)Anyother - - - - - - - - -
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)Anyother - - - - - - - - -
Sub Total A(2) - - - - - - - - -
Total shareholding of
Promoter(A)=(A)(1)+(A)(2)
- - - - - - - - -

65

PCS INFOTECH LIMITED

ii.
·
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)AnyOther - - - - - - - -
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)AnyOther - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
Other Directors /Relatives - - - - - - - - -
Foreign Portfolio Investor - - - - - - - - -
Non Resident Indians - - - - - - - - -
OCB - - - - - - - - -
ClearingMembers - - - - - - - - -
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%

66

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

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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 SN For Each of the Top 10
Shareholders
Shareholding at the beginning of theyear Shareholding at the beginning of theyear Cumulative Shareholding during theyear Cumulative Shareholding during theyear
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.
Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each
Key Managerial Personnel
Shareholding at the beginning of theyear Cumulative Shareholding during theyear
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%

iv. Shareholding of Directors and Key Managerial Personnel:

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 fnancialyear - - - -
i)Principal Amount - - - -
ii)Interest due but notpaid - - - -
iii)Interest accrued but not due - - - -
Total(i+ii+iii) - - - -
Change in Indebtedness during the fnancialyear - - - -
* Addition - - - -
* Reduction - - - -
Net Change - - - -
Indebtedness at the end of the fnancialyear - - - -
i)Principal Amount - - - -
ii)Interest due but notpaid - - - -
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.

67

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 31[st] 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 31[st] 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.

68

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

  1. As required by Section 143(3) of the Act, based on my audit, I report that:

  2. (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.

  3. (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.

  4. (c) The Balance Sheet and the Statement of Profit and Loss, dealt with this Report are in agreement with the books of account.

  5. (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.

  6. (e) On the basis of the written representations received from the directors as on 31[st] March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

  7. (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

  8. (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 31[st] 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

==> picture [69 x 35] intentionally omitted <==

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

69

PCS INFOTECH LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2021

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

(Amount in Rs.) (Amount in Rs.)
Particulars Note As at
31-Mar-2021
As at
31-Mar-2020
Particulars Note Period ended (Amount in Rs.)
Period ended
ASSETS 31-Mar-2021 31-Mar-2020
Non-Current assets REVENUE
Other assets 3 - - I.
II.
Revenue from operations (Net)
Other Income
16
17
-
425,520
-
521,639
III. Total Revenue 425,520 521,639
Current assets IV. EXPENSES
Financial assets Employee benefts expense 18 - -
Investments 4 - - Other expenses 19 52,218 44,374
Trade receivables
Cash and cash equivalents
5
6
-
1,114,952
-
1,238,584
V. Total Expenses
Proft before tax
EXCEPTIONAL ITEMS
20 52,218
373,302
-
44,374
477,265
(70,200)
Other balances with banks 7 8,000,000 7,500,000 PROFIT AFTER EXCEPTIONAL ITEMS 373,302 407,065
Loans 8 70,755 97,398 VI. Tax expenses:
Current tax assets (net) 9 - 5,563 Current tax 100,000 110,000
Current assets 10 - - Short Provision for Income Tax (642) 3,610
9,185,707 8,841,545 VII. Total tax expenses
Proft after tax
99,358
273,944
113,610
293,455
**VIII. ** OTHER COMPREHENSIVE INCOME /
EQUITY AND LIABILITIES (LOSSES)
Equity i)
Items
that
will
be
reclassifed
subsequently to the statement of proft
and loss:
- -
Share Capital 11 5,000,000 5,000,000 Income tax on items that will be - -
Other equity
Non-current liabilities
Other liabilities
12
13
4,077,139
-
3,803,195
-
reclassifed subsequently to statement of
proft and loss
ii) Items that will not be reclassifed
subsequently to the statement of proft
- -
and loss:
Current Liabilities Income tax on items that will not be - -
Trade and other payables
Current tax Liabilities (net)
14
15
32,450
76,118
38,350
-
reclassifed subsequently to statement of
proft and loss
TOTAL OTHER COMPREHENSIVE INCOME
- -
9,185,707 8,841,545 / (LOSSES) (i-ii)
The accompanying notes are an integral part of the fnancial statements IX TOTAL COMPREHENSIVE INCOME FOR
THE YEAR (VII+VIII)
273,944 293,455
As per my report of even date attached Earning per equity share of face value of
For S.C. Bandi & Co.
For
and on behalf of the Board of Directors Rs.10 each
Chartered Accountants I)
For Contuining operation
Basic (in Rs.) 0.55 0.59
S. C. Bandi
A. K. Patni
G. K. Patni Diluted (in Rs.)
(Proprietor)
(Director)
(Director) II)
For Discontuined Operations
M. No. 16932 Basic (in Rs.) - -
Diluted (in Rs.)
Place: Mumbai
Date : 11/05/2021
II)
For Discontuined & Continuing
Operations
Place: Mumbai
Date : 11/05/2021
Basic (in Rs.)
Diluted(in Rs.)
0.55
0.59

The accompanying notes are an integral part of the financial statements As per my report of even date attached For S.C. Bandi & Co. For and on behalf of the Board of Directors Chartered Accountants 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

70

ANNUAL REPORT 2020-2021

PCS INFOTECH LIMITED

==> picture [69 x 35] intentionally omitted <==

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH, 2021

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

S. C. Bandi (Proprietor) M. No. 16932 Place: Mumbai Date : 11/05/2021

For and on behalf of the Board of Directors A. K. Patni G. K. Patni (Director) (Director) Place: Mumbai Date : 11/05/2021

71

PCS INFOTECH LIMITED

Notes to financial statements for the year ended 31 March 2021

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

1 Basis of preparation:

1 Basis of rearation:
(Amount in Rs.) pp
Particulars
A.
Cash fow from operating
activities
Net proft before tax and extra
ordinary items
Year ended
31-Mar-2021
373,302
Year ended
31-Mar-2020
407,065
The Company is incorporated on 5th December 2012 as a wholly
owned subsidiary of PCS Technology Limited.
In accordance with the notifcation issued by the Ministry of Corporate
Afairs, the Company has adopted Indian Accounting Standards
(referred to as “IndAS”) notifed under the Companies (Indian
Accounting Standards) Rules, 2015 with efect from 1 April, 2017.
Previous periods have been restated to IndAS.
Operating proft before working
capital changes
373,302 407,065 These fnancial statements have been prepared in accordance with
IndAS as notifed under the Companies (Indian Accounting Standards)
Rule, 2015 read with Section 133 of the Companies Act, 2013.
Decrease/ (increase) in trade
others receivables
and 5,563 (5,563) 2 Signifcant Accounting Policies:
(Decrease)/ increase in trade and 70,218 (5,350) a
Revenue recognition:
other payables Revenue is recognised as per the provisions of the Indian
Cash generated from operations 449,083 396,152 Accounting Standards 18 on “Revenue Recognition” issued by
Institute of Chartered Accountants of India and the provisions of
Income tax paid (net of refunds) (99,358) (113,610) The Companies Act, 2013
Net cash fow from/ (used in) 349,725 282,542 b
Taxes on income:
B. operating activities
Cash fow from investing
activities
(473,357) (1,427,294) Tax expenses comprise current tax and deferred tax charges or
release. Deferred tax is recognized on timing diference subject
to consideration and prudence, being the diference between
taxable incomes and accounting income that originate in one
period and are capable of reversal in one or more subsequent
(473,357) (1,427,294) period.
C. Cash from fnancing activities c
Provisions, Contingent Liabilities and Contingent Assets:
Repayment of long-term borrowings - - Provisions involving substantial degree of estimation in
(net)
Issue of share capital
- - measurement are recognized when there is present obligation as
a result of past events and it is probable that there will be outfow
of resources. Contingent Liabilities are not recognized but are
Purchase of non-current
investments
- - disclosed in the Notes. Contingent Assets are neither recognized
nor disclosed in the fnancial statements.
Net cash from/ (used in) fnancing - - Particulars
As at
As at
activities 31-Mar-2021
31-Mar-2020
3 Other assets
Net increase/ (decrease) in cash (123,632) (1,144,752) Income tax paid (Net of provisions)
-
-
and cash equivalents -
-
Cash and cash equivalents at 1,238,584 2,383,336
beginning of the period 4 Current Investments
Cash and cash equivalents at end of 1,114,952 1,238,584 Unsecured, considered good
the period (Previous Year 8.75% Axis Bank -
-
-
The accompanying notes are an integral part of the fnancial statements Perpetual Bonds)
As per my report of even date attached (Unquoted) (Book Value 6016200/-)
For S.C. Bandi & Co.
Chartered Accountants
For and on behalf of the Board of Directors 5 -
-
Trade receivables
Sundry Debtors
S. C. Bandi A. K. Patni G. K. Patni -
-
(Proprietor) (Director) (Director) 6 Cash and Bank Balances
M. No. 16932 Cash & Cash Equivalents
Cash in hand
-
-
Place: Mumbai
Date : 11/05/2021
Balances with Banks
Place: Mumbai In Current account
1,114,952
1,238,584
Date : 11/05/2021 1,114,952
1,238,584

72

ANNUAL REPORT 2020-2021 PCS INFOTECH LIMITED

==> picture [69 x 35] intentionally omitted <==

==> picture [517 x 602] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at Particulars As at As at
31-Mar-2021 31-Mar-2020 31-Mar-2021 31-Mar-2020
7 OTHER BALANCES WITH BANKS 12 Reserves and Surplus
Deposits with Original maturity of 8,000,000 7,500,000 Opening balance 3,803,195 3,509,740
more than 3 months but less than 12
months Add: Profit for the year 273,944 293,455
Closing balance 4,077,139 3,803,195
8,000,000 7,500,000 13 Other current liabilities
8 Short Term Loans and Advances
Statutory dues and taxes payable - -
Prepaid Expenses - -
Inter Corporate Deposits: In Others - -
(Unquoted) 14 Trade Payables
Other receivables 70,755 97,398 Trade Payables 32,450 38,350
70,755 97,398 32,450 38,350
15 Other current liabilities
9 Current tax assets (net) Income tax Provision (Net of taxes 76,118 -
paid)
Income tax paid (Net of provisions) - 5,563
76,118 -
- 5,563
(Amount in Rs.)
10 Other Current Assets
Particulars Period ended Period ended
Prepaid expenses - - 31-Mar-2021 31-Mar-2020
Security Deposits - - 16 Revenue from Operations
- - Sale of Goods
Sales of Services
Particulars As at As at
31-Mar-2021 31-Mar-2020 - -
17 Other Income
11 SHARE CAPTIAL
Interest Received 425,520 496,874
Authorised
Misc Income - 24,765
10,00,000 Equity Share of Rs.10 10,000,000 10,000,000
each 425,520 521,639
Issued, Subscribed and Paid-up 18 Employee benefit expenses
500,000 Equity Shares of Rs.10 fully 5,000,000 5,000,000 Staff Welfare expenses - -
paid-up - -
5,000,000 5,000,000 19 Other expeses
a) Terms/ Rights attached to Equity Shares: Travelling expenses 3,000 -
The Company has only one class of equity shares having a par value of Rates & Taxes 600 4,200
Rs.10 per share. Each holder of equity share is entitled to one vote per Audit Fees 23,600 8,850
share. In the event of liquidation of the company, the holders of equity Legal & Professional Charges 23,600 31,270
shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will be in Miscellaneous expenses 1,418 54
proportion to the number of equity shares held by the shareholders. 52,218 44,374
b) Reconciliation of the shares outstanding at the beginning and end
of the year: 20 EXCEPTIONAL ITEMS
Particulars Number Amount Loss on impairment of investment - 70,200
Shares outstanding at the beginning of 500,000 5,000,000 - 70,200
the year
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 As at
31-Mar-2021 31-Mar-2020
No.of % No.of %
shares holding shares holding
PCS Technology Limited 500,000 100.00 500,000 100.00
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73

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
i) Current tax
2020-21 2019-20
Current tax on profts for the year - -
Adjustments for current tax ofpriorperiod - -
Total current tax expense - -
ii) Deferred tax
(Decrease) Increase in deferred tax liabilities -
Decrease (Increase) in deferred tax assets -
Trfd to OCI on actuarialgain or loss - -
**Total deferred tax expense (beneft)** -
Income tax expense - -
Income tax expense
-
-
Income tax expense
-
-
Income tax expense
-
-
b) The reconciliation between the Statutory income tax rate
applicable to the Company and the efective income tax rate of the
Company is as follows
Particulars 2020-21 2019-20
a) Statutory income tax rate
b) Diferences due to:
0.00% 0.00%
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
iv)Others
0.00%
0.00%
0.00%
0.00%
Efective 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)

d)
income.
Current tax liabilities (net)
e) Particulars As at
31-03-2021
As at
31-03-2020
Opening balance
Add: Current tax payable for the year
Less: Taxespaid
-
-
-
-
-
-
Closing balance - -
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 proft or
loss|As at
31-03-2020|(charged)
| Credited
to proft 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).

74

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

==> picture [69 x 35] intentionally omitted <==

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.
25 Particulars 31-Mar-21
Total Debt
Total Equity
Debt-Equityratio
-
5,000,000.00
-
  • (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:

30 Particulars Particulars 31-Mar-21 31-Mar-20
a) Net Proft for theyear
Before extraordinaryitems(Rs.) 273,944
293,455
After extraordinaryitems(Rs.) 273,944
293,455
b) Number
of
equity
shares
outstanding at the beginning and
at the end of theyear
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
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. For and on behalf of the Board of Directors Chartered Accountants

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.

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

75

PCS TeChnology limiTed

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

  2. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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

76

FORTieTh AnnuAl RepORT 2020-2021

independent AUditOR’S RepORt (COnSOLidAted ACCOUntS)

==> picture [70 x 35] intentionally omitted <==

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

  • 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.

  • 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)

  1. The consolidated financial results include the audited financial results of two subsidiaries:

  2. i. PCS Positioning System (India) Ltd

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

77

PCS TeChnology limiTed

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

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 H.C. tandon A. K. patni (Chairman) (Director) (Vice Chairman) Bhaskar patel M p Jain Mehul Monani (Chief Executive Officer) (Chief Financial Officer) (Company Secretary) Place : Mumbai Date : 31/05/2021

78

FORTieTh AnnuAl RepORT 2020-2021

StAteMent OF COnSOLidAted pROFit And LOSS ACCOUnt FOR tHe YeAR ended 31St MARCH 2021

==> picture [70 x 35] intentionally omitted <==

(Amount in Rs.) (Amount in Rs.)
particulars note
no.
Year ended
31-Mar-2021
Year ended
31-Mar-2020
i.
Revenue from operations
ii.
Other income (net)
iii.
tOtAL inCOMe
iV.
expenses:
Employee beneft expenses
Finance costs
Impairement / (Gain) on fair value changes and Exceptional Items
Depreciation and amortisation expenses
Other expenses
tOtAL eXpenSeS
V.
pROFit BeFORe tAX (iii-iV)
Vi.
tax expense:
(a)
Current tax
(b)
Deferred tax
(c)
Taxation pertaining to earlier years
tOtAL tAX eXpenSe
Vii.
pROFit FOR tHe YeAR (V-Vi)
Viii.
OtHeR COMpReHenSiVe inCOMe / (LOSSeS)
(A)
(i)
Items that will be reclassifed subsequently to the statement of proft and loss:
(ii)
Income tax on items that will be reclassifed subsequently to statement of proft and loss
(B)
(i)
Items that will not be reclassifed subsequently to the statement of proft and loss:
(a)
Net changes in fair values of fnancial liabilities carried at fair value through OCI
(ii)
Income tax on items that will not be reclassifed subsequently to statement of proft and loss
tOtAL OtHeR COMpReHenSiVe inCOMe / (LOSSeS) (i-ii)
iX.
tOtAL COMpReHenSiVe inCOMe FOR tHe YeAR (Vii+Viii)
X.
earning per equity share of face value of Rs.10 each
i)
For Contuining operation

Basic (in Rs.)

Diluted (in Rs.)
ii)
For discontuined Operations

Basic (in Rs.)

Diluted (in Rs.)
ii)
For discontuined & Continuing Operations

Basic (in Rs.)

Diluted (in Rs.)
Xi.
notes forming part of the Financial Statements
21
22
23
24
25
26
27
2,598,727
25,695,851
2,989,797
39,644,655
28,294,578
7,779,172
3,880,571
(1,400,910)
2,479,902
7,175,413
42,634,452
8,445,850
4,931,006
66,237,093
2,509,513
13,619,013
19,914,148
8,380,430
2,327,000
-
1,561,286
95,742,475
(53,108,023)
110,000
-
(379,102)
3,888,286 (269,102)
4,492,144
-
-
(332,300)
83,075
(52,838,921)
-
-
(358,416)
89,604
(249,225)
4,242,919
0.21
0.21
(268,812)
(53,107,733)
(2.52)
(2.52)

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 H.C. tandon A. K. patni (Chairman) (Director) (Vice Chairman) Bhaskar patel M p Jain Mehul Monani (Chief Executive Officer) (Chief Financial Officer) (Company Secretary) Place : Mumbai Date : 31/05/2021

79

PCS TeChnology limiTed

COnSOLidAted StAteMent OF CHAnGeS in eQUitY FOR tHe YeAR ended 31 MARCH, 2021

A equity Share Capital

A equity Share Capital
B particulars (Amount in Rs.)
As at April 01, 2019
Changes in Equity share capital during the year
As at March 31, 2020
Changes in Equity share capital during the year
As at March 31, 2021
209,506,770
-
209,506,770
-
209,506,770
Other equity (Amount in Rs.)
particulars Reserves and Surplus total Other
equity
Securities
premium
Reserve
General
Reserve
Capital
reserve
Capital
redemption
reserve
Retained
earnings
Revaluation
Reserve
As at April 01, 2019
Proft for the year
Currency Fluctuation Reserve
Other Comprehensive Income Reserves
Other Comprehensive Income
total comprehensive income for the year
Tax
Dividend paid (including dividend distribution tax)
Reserve Withdrawn
As at March 31, 2020
Proft for the year
Currency Fluctuation Reserve
Other Comprehensive Income Resreve
Other Comprehensive Income
total comprehensive income for the year
Tax
Dividend paid (including dividend distribution tax)
Reserve Withdrawn
As at March 31, 2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
258,635,871
(52,838,921)
(556,518)
-
(358,416)
-
-
258,635,871
(52,838,921)
(556,518)
-
(358,416)
-
-
-
-
-
-
-
-
-
-
-
-
(53,753,855)
-
-
-
(53,753,855)
-
-
-
- - - - 204,882,016 - 204,882,016
-
-
-
-
-
-
-
-
-
-
-
-
4,492,144
-
-
(332,300)
-
-
4,492,144
-
-
(332,300)
-
-
-
-
-
-
-
-
-
-
-
-
4,159,844
-
-
-
-
4,159,844
-
-
-
- - - - 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 H.C. tandon A. K. patni (Chairman) (Director) (Vice Chairman) Bhaskar patel M p Jain Mehul Monani (Chief Executive Officer) (Chief Financial Officer) (Company Secretary) Place : Mumbai Date : 31/05/2021

80

FORTieTh AnnuAl RepORT 2020-2021

COnSOLidAted CASH FLOW StAteMent FOR tHe YeAR ended 31St MARCH 2021

==> picture [70 x 35] intentionally omitted <==

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

81

PCS TeChnology limiTed

COnSOLidAted CASH FLOW StAteMent FOR tHe YeAR ended 31St MARCH 2021

ReCOnCiLiAtiOn StAteMent OF CASH And BAnK BALAnCe

ReCOnCiLiAtiOn StAteMent OF CASH And BAnK BALAnCe ReCOnCiLiAtiOn StAteMent OF CASH And BAnK BALAnCe ReCOnCiLiAtiOn StAteMent OF CASH And BAnK BALAnCe ReCOnCiLiAtiOn StAteMent OF CASH And BAnK BALAnCe 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
Add: Balance with bank in dividend / unclaimed dividend accounts
Add: Fixed deposits with banks, having remaining maturity for less than twelve months
Add: Fixed deposits with banks (lien marked)
Less: Fixed deposit with banks, having remaining maturity for more than twelve months
9,001,681
-
313,357,993
-
-
10,570,338
-
313,357,993
-
-
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 fnancing activities
(Amount in Rs.)
March 31, 2021 Opening balance Cash fows non cash changes Closing balance
Short term secured borrowings
Long term secured borrowings
-
37,477,428
-
-
-
195,492
-
37,672,920
Total liabilities from fnancing activities 37,477,428 - 195,492 37,672,920

As per my report of even date attached

For Vinod K. Mehta & Co.

For and on behalf of the Board of Directors

Chartered Accountants

divyesh V. Mehta

Partner Membership no. 044293

G. K. patni (Chairman)

H.C. tandon A. K. patni (Director) (Vice Chairman)

Bhaskar patel M p Jain Mehul Monani (Chief Executive Officer) (Chief Financial Officer) (Company Secretary)

Place : Mumbai Date : 31/05/2021

Place : Mumbai Date : 31/05/2021

82

FORTieTh AnnuAl RepORT 2020-2021

nOteS tO COnSOLidAted FinAnCiAL StAteMentS FOR tHe YeAR ended 31St MARCH 2021

==> picture [70 x 35] intentionally omitted <==

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 1[st] 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 31[st] 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.

83

PCS TeChnology limiTed

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
2
3
4
5
6
7
8
Buildings
Leasehold improvements
Plant and equipment
Computer equipment
Vehicles
Ofce equipments
Electrical installations
Furniture and fxtures
Straight line
Straight line
Straight line
Straight line
Straight line
Straight line
Straight line
Straight line
60 years
38 years
15 years
03 years
08 years
05 years
10 years
10years

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.

84

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nOteS tO COnSOLidAted FinAnCiAL StAteMentS FOR tHe YeAR ended 31St MARCH 2021

==> picture [70 x 35] intentionally omitted <==

(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.

(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.

(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.

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3 pROpeRtY, pLAnt & eQUipMent And intAnGiBLe ASSetS

i. (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
description intangible
Assets
total
Buildings Leasehold
improvements
plant and
equipment
Computer
equipment
Vehicles Ofce
equipments
Furiture and
fxtures
Software
Cost as on 01-Apr-2018
Additions
Disposals
Cost as at 31-Mar-2019
Additions
Disposals
Cost as at 31-Mar-2020
Additions
Disposals
Cost as at 31-Mar-2021
Accumulated depreciation as on 01-Apr-2018
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2019
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2020
Depreciation for the year
Disposals
Accumulated depreciation as at 31-Mar-2021
net carrying amount as at 31-Mar-2019
net carrying amount as at 31-Mar-2020
net carrying amount as at 31-Mar-2021
94,743,461 1,177,904 - 311,200 7,636,269 17,210,136 5,464,794 - 126,543,764
(1,177,904) 37,760 (3,586,875) (821,042) (336,919) 37,760
(5,922,740)
94,743,461 - - 348,960 4,049,394 16,389,094 5,127,875 - 120,658,784
34,312 34,312
-
94,743,461 - - 383,272 4,049,394 16,389,094 5,127,875 - 120,693,096
213,830 213,830
-
94,743,461 - - 597,102 4,049,394 16,389,094 5,127,875 - 120,906,926
832,599 623,850 - 295,719 5,957,201 16,113,741 2,846,676 - 26,669,786
1,817,751 5,197
(629,047)
1,016 343,064
(2,672,813)
126,029
(689,044)
544,563
(190,317)
2,837,620
(4,181,221)
2,650,350 - - 296,735 3,627,452 15,550,726 3,200,922 - 25,326,185
1,817,751 18,480 125,315 19,157 528,809 2,509,512
-
4,468,101 - - 315,215 3,752,767 15,569,883 3,729,731 - 27,835,697
1,817,750 48,507 94,158 519,488 2,479,903
-
6,285,851
92,093,111
90,275,360
88,457,610
-
-
-
-
-
-
-
-
363,722
52,225
68,057
233,380
3,846,925
421,942
296,627
202,469
15,569,883
838,368
819,211
819,211
4,249,219
1,926,953
1,398,144
878,656
-
-
-
-
30,315,600
95,332,599
92,857,399
90,591,326
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 inVeStMentS
i) investment carried at amortised cost
II) Investment carried at fair value through proft or loss
a) In Others (Unquoted)
Saraswat Coop Bank Limited
total of investments in equity instruments
b)Investment in Share Certifcates
Membership of Technocity Co-operative Society
net investments
Aggregate amount of quoted Investments
(Market value Rs.Nil previous year Rs.Nil)
Aggregate amount of Unquoted Investments
Aggregate provision for dimunition in value of investments
1,000 10 10,000 10,000
10,000 10,000
10,000
10,000
10,000
10,000
10,000 10,000
20,000 20,000
-
20,000
-
-
20,000
-

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(Amount in Rs.)
particulars As at
31-Mar-2021
As at
31-Mar-2020
5
6
7
8
9
10
11
OtHeR ASSetS
Security Deposits with Excise & Customs Authorities & Others
Advances recoverable in cash or in kind
Income tax paid (Net of provisions)
Non Current Bank Balances
Other Non Current Assets
CURRent inVeStMentS
Corporate Bonds & Debentures
Less : Provision for dimulation in value of investments *
tRAde ReCeiVABLeS
a) Unsecured, Considered good
b) Unsecured, Considered doubtful
Total trade receivables
Less: Provision for doubtful trade receivables
CASH And CASH eQUiVALentS
Cash & Cash equivalents
Cash in hand
Balances with Banks
In Current account
Deposits with Original maturity of more than 3 months but less than 12 months
total Cash & Bank Balances
LOAnS
Interest Accrued
CURRent inCOMe tAX ASSetS - net
Income tax paid (Net of provisions)
OtHeR CURRentASSetS**
Prepaid Expenses
6,098,184
280,000
1,816,196
344,430
4,073,980
6,082,184
404,000
1,666,928
344,430
4,207,466
12,612,790 12,705,008
74,561,858
(41,556,448)
31,604,500
33,005,410 31,604,500
-
-
68,977
-
-
-
68,977
-
- 68,977
57,987
8,943,694
313,357,993
44,091
10,526,247
304,012,068
322,359,674 314,582,406
2,225,121 3,087,699
2,225,121 3,087,699
- 1,436,433
- 1,436,433
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.

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(Amount in Rs.) (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
39,75,000 Preference Shares of Rs.10 each
(Redeemable, Non-Convertible & Non-Cumulative)
issued, Subscribed and paid up:
2,09,50,677 (Previous Year - 2,09,50,677) Equity Share of Rs.10 each
210,250,000
39,750,000
210,250,000
39,750,000
250,000,000
209,506,770
250,000,000
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)
c)
Reconciliation of the shares outstanding at the beginning and end of the year 01-04-2020, 31-03-2021: Reconciliation of the shares outstanding at the beginning and end of the year 01-04-2020, 31-03-2021: Reconciliation of the shares outstanding at the beginning and end of the year 01-04-2020, 31-03-2021:
Particulars EquityShares
Number Amount
Shares outstanding at the beginning of the year
Shares outstandingat the end of theyear
20,950,677
20,950,677
209,506,770
209,506,770
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
PCS Finance Private Limited
Ashoka Computer Systems Pvt. Ltd.
PCS Cullinet Private Limited
Mrs. Sadhana A. Patni
2,456,549
1,901,560
1,901,560
1,901,559
1,760,404
11.73
9.08
9.08
9.08
8.40
2,428,930
1,901,560
1,901,560
1,901,559
1,657,087
11.39
9.08
9.08
9.08
7.89
(Amount in Rs.)
particulars As at
31-Mar-2021
As at
31-Mar-2020
13
OtHeR eQUitY
Retained earnings
Opening balance
Add: OCI Reserves
Add: Proft for the year
Add: Remeasurement gain
(loss) on defned beneft plans
Add: Currency Fluctuation Reserves
Closing balance
204,882,016
-
4,492,144
(332,300)
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
Total fnancial liabilities
37,672,920 37,477,428
37,672,920 37,477,428

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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:

d) Particulars Preference Shares Preference Shares
Number Amount
Shares outstanding at the beginning of the year
Shares outstandingat the end of theyear
3,975,000
3,975,000
39,750,000
39,750,000
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
Mr. Gajendra Kumar Patni
1,965,000
1,480,000
49.43
37.23
1,965,000
1,480,000
49.43
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 LiABiLitieS
Deposits received on rental premises
16
pROViSiOnS
Long-term provision for leave benefts
17
tRAde And OtHeR pAYABLeS
Due to Micro , Small and Medium Enterprises
Others
(Refer note 30 for details of dues to MSME)
18
CURRent inCOMe tAX LiABiLitieS - net
Income tax paid (Net of provisions)
19
pROViSiOnS
Short-term provision for leave benefts
20
OtHeR CURRent LiABiLitieS
Deferred Rental Deposits
Deposits received on rental premises
Statutory dues and taxes payable
Trade advances
- 2,474,738
- 2,474,738
374,674 350,380
374,674 350,380
-
554,116
-
836,900
554,116 836,900
575,135 -
575,135 -
442,798 473,259
442,798 473,259
-
2,400,000
163,244
179,971
75,262
-
197,828
179,971
2,743,215 453,061

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(Amount in Rs.)
particulars Year ended
31-Mar-2021
Year ended
31-Mar-2020
21
ReVenUe FROM OpeRAtiOnS
Sales of Services: IT and related FMS services
net Sales
22
OtHeR inCOMe
i) Interest income from Financial Assets measured at amortised cost
Interest income from NCD & Bonds
ii) Interest on Bank Deposits
iii) Rent income
iv) Other non-operating income
23
eMpLOYee BeneFit eXpenSeS
Salaries & Wages
Contribution to Provident fund etc
Staf Welfare expenses
24
FinAnCe COSt
Interest expense
Dividend on Preference Shares (including DDT)
Interest on fnancial liabilities carried at amortised cost
25
iMpAiReMent / (GAin) On FAiR VALUe CHAnGeS And eXCeptiOnAL iteMS
Net (Gain)/ loss on impairment on Investments
Interest Receivable Written-Of
Settlement Expenses
26
depReCiAtiOn And AMORtiSAtiOn eXpenSeS
Depreciation and amortisation expenses
27
OtHeR eXpenSeS
Power & fuel
Rent
Rates & taxes
Insurance
Advertisement & sales promotion
Travelling and conveyance expenses
Consumable, stores and spares
Ofce maintainence
Printing & stationery
Communication expenses
Auditor's remuneration
as Auditors
for Tax audit
Legal, professional & consultancy charges
Freight & forwarding
Directors sitting fees
Sales & Work contract tax paid
Net Loss disposal of Investments carried at amortised cost
Contribution to CSR
Miscellaneous expenses
2,598,727 2,989,797
2,598,727 2,989,797
2,649,457
17,258,658
5,715,710
72,026
15,693,012
10,452,496
5,855,714
7,643,433
25,695,851 39,644,655
7,273,219
505,953
-
7,890,342
535,398
20,110
7,779,172 8,445,850
35,417
3,577,500
267,654
114,480
4,312,867
503,659
3,880,571 4,931,006
(1,400,910)
-
-
48,048,727
1,430,488
16,757,878
(1,400,910) 66,237,093
2,479,902 2,509,513
2,479,902 2,509,513
158,735
1,110,647
282,276
229,774
332,400
213,654
4,730
450,726
93,868
109,067
547,200
-
1,786,504
560
330,000
79,192
-
-
1,446,080
177,526
1,255,747
248,702
298,930
316,336
419,658
16,607
141,280
648,522
196,613
517,700
30,000
3,776,965
248,983
290,000
248,480
3,624,280
-
1,162,684
7,175,413 13,619,013

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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
31/Mar/21
As at
31/Mar/20
Principle amount due to suppliers under MSMED Act at theyear end - -
Interest accrued & due to suppliers under MSMED Act on the above amount, unpaid at theyear end - -
Payment made to suppliers(other than interest)beyond the appointed dayduringtheyear - -
Interestpaid to suppliers under MSMED Act duringtheyear - -
Interest due &payable to suppliers under MSMED Act forpayments alreadymade - -
Interest accrued & remainingunpaid at the end of theyear 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:

(B)
(C)
particulars 31/Mar/21 31/Mar/21 31/Mar/20 31/Mar/20
Value % Value %
Imported - 0.00% - 0.00%
Indigenous - 0.00% - 0.00%
- 0.00% - 0.00%
Value of imports on CiF basis in respect of:
particulars 31/Mar/21 31/Mar/20
Raw Material, Store & spares and Computer Peripherals - -
expenditure in foreign currency:
particulars 31/Mar/21 31/Mar/20
Traveling - -

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32.
33
(d)
earning in foreign currency:
particulars
31/Mar/21
31/Mar/20
Export sales and services
-
-
particulars of earnings per Shares:
(Amount in Rs.)
(d)
earning in foreign currency:
particulars
31/Mar/21
31/Mar/20
Export sales and services
-
-
particulars of earnings per Shares:
(Amount in Rs.)
earning in foreign currency: earning in foreign currency: earning in foreign currency:
particulars 31/Mar/21 31/Mar/20
Export sales and services - -
particulars 31/Mar/21 31/Mar/20
a) Net Proft 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)
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 profts 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
(beneft)
-
-
income tax expense
2,327,000
110,000
b)
The reconciliation between the Statutory income tax rate applicable to the Company and the efective income tax rate of the Company is as follows
particulars
2020-21
2019-20
a) Statutory income tax rate
26.00%
26.00%
b) Diferences 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%
Efective 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 Proft 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 taxpayable for theyear
(2,327,000)
(110,000)
Closing balance
(575,135)
1,436,433**
particulars 2020-21 2019-20
i) Current tax
Current tax on profts for the year
Adjustments for current tax of prior period
2,327,000
-
110,000
-
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 (beneft)** -
income tax expense 2,327,000 110,000
The reconciliation between the Statutory income tax rate applicable to the Company and the efective income tax rate of the Company is as follows
particulars 2020-21 2019-20
a) Statutory income tax rate
b) Diferences due to:
i) Expenses not deductible for tax purposes
ii) Income exempt from income tax
iii) Income tax incentives
iv)Others
26.00%
114.79%
0.00%
0.00%
-113.16%
26.00%
121.92%
0.00%
0.00%
-168.41%
Efective income tax rate 27.63% 20.50%
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 Proft and Loss or other comprehensive income.
Current tax assets (net)
(Amount in Rs.)
particulars 2020-21 2019-20
Add: Tax paid in advance, net of provisions during the year
Less: Current taxpayable for theyear
1,751,865
(2,327,000)
1,546,433
(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.

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==> picture [70 x 35] intentionally omitted <==

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.


service.

service.
Balance sheet amount (Gratuity Liability)
particulars Amount in Rs.
April 1, 2020
present Value of obligations at beginning of the year
Current service cost
Interest expense
(income)
Total amount recognised inproft and loss 327,511
particulars Amount in Rs.
Remeasurements
Return on plan assets, excluding amount included in interest expense
(income)
(Gain )
total amount recognised in other comprehensive income 25,932
Employer contributions
Beneftpayments
(130,800)
March 31, 2020
Current service cost
Interest expense
(income)
Total amount recognised inproft and loss 329,339
Remeasurements
Return on plan assets, excluding amount included in interest expense
(income)
(Gain )
total amount recognised in other comprehensive income (83,304)
Employer contributions
Beneftpayments
(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
Interest income/ (Expense)
Contribution byEmployer
14,154,755
685,621
1,500,000
Total amount recognised in proft and loss
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
total amount recognised in other comprehensive income (8,623,093)
Employer contributions
Beneftpayments
March 31, 2018
Interest income/ (Expense)
Contribution byEmployer
7,717,283
452,740
-
Total amount recognised inproft and loss 452,740

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particulars particulars Amount in Rs.
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
losses
total amount recognised in other comprehensive income (727,086)
Employer contributions
Beneftpayments
March 31, 2019
Interest income/ (Expense)
Contribution byEmployer
7,442,937
653,669
-
Total amount recognised inproft and loss 653,669
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
losses
total amount recognised in other comprehensive income (489,216)
particulars Amount in Rs.
Employer contributions
Beneftpayments
March 31, 2020
Interest income/ (Expense)
Contribution byEmployer
7,607,390
444,849
-
Total amount recognised inproft and loss 444,849
Remeasurements
Benefts paid
Return on plan assets, excluding amount included in interest expense
(income)
Experience(gains)
losses
total amount recognised in other comprehensive income (567,108)
Employer contributions
Beneftpayments
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
Fair value ofplan assets
3,411,151
7,485,131
3,399,924
7,607,390
Defcit of Gratuity plan (4,073,980) (4,207,466)
Signifcant estimates: Actuarial assumptions and sensitivity
The signifcant actuarial assumptions were as follows:
(Amount in Rs.)
particulars As at
31-03-2021
As at
31-03-2020
Discount rate
Attrition rate
Rate of return on plan assets
Salaryescalation rate
6.33%
1.00%
12.00%
5.00%
6.54%
1.00%
12.00%
5.00%

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Major category of plan assets are as follows: (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
particulars 31-Mar-21
Quoted Unquoted total in %
Government of india assets
debt instruments
Corporate bonds
investment funds
Fixed Deposit
Others
Special deposit scheme
- 7,485,131 7,485,131 100%
- 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
Others
Special deposit scheme
- 7,607,390 7,607,390 100%
- 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:

(Amount in Rs.)

particulars total
Defned beneft obligation (gratuity)
As at March 31, 2021
As at March 31, 2020
3,411,151.00
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-21 31-Mar-21 31-Mar-20 31-Mar-20 31-Mar-20
FVpL FVOCi Amortised cost FVpL FVOCi Amortised cost
Financial assets
Investments:
Equity instruments
Trade receivables
Cash and bank balances
Other receivables
20,000 -
-
322,359,674
2,225,121
20,000 -
68,977
314,582,406
3,087,699
total Financial assets 20,000 - 324,584,795 20,000 - 317,739,082

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(Amount in Rs.)

(Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
particulars 31-Mar-21 31-Mar-20
FVpL FVOCi Amortised cost FVpL FVOCi Amortised cost
Financial liabilities
Trade payables
Security deposits
Directors Loan
Preference Shares
554,116
-
-
37,672,920
836,900
2,474,738
-
37,477,428
Total fnancial 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.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (Amount in Rs.)
particulars notes Level 1 Level 2 Level 3 total
Financial liabilities
Directors Loan
Preference Shares
Securitydeposits
- - -
37,672,920.00
-
-
37,672,920.00
-
Total fnancial 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.)

(Amount in Rs.)
particulars notes Level 1 Level 2 Level 3 total
Financial liabilities
Directors Loan
Preference Shares
Securitydeposits
- - -
37,477,428.00
2,474,738.00
-
37,477,428.00
2,474,738.00
Total fnancial 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.

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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
Fair value of fnancial assets and liabilities measured at amortised cost (Amount in Rs.) (Amount in Rs.) (Amount in Rs.) (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 fnancial assets - - - -
Financial liabilities
Security deposits
Directors Loan
Preference Shares
-
-
39,750,000
-
-
37,672,920
2,550,000
-
39,750,000
2,474,740
-
37,477,428
Total fnancial 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.

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.
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.
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
Total Equity
Debt-Equityratio
37,672,920.00
418,548,630.00
0.09
37,477,428.00
414,388,786.00
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

  2. PCS Infotech Limited, India

B Other Related parties with whom there are transactions during the year.

  • a) Key Management Personnel

  • Mr. Gajendra Kumar Patni (Chairman)

  • Mr. Ashok Kumar Patni (Vice Chairman)

  • Mr. Harish Chandra Tandon (Director)

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41.2 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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
transactions carried out with related parties referred above, in ordinay course of business:
(Amount in Rs.)
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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
transactions carried out with related parties referred above, in ordinay course of business:
(Amount in Rs.)
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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
transactions carried out with related parties referred above, in ordinay course of business:
(Amount in Rs.)
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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
transactions carried out with related parties referred above, in ordinay course of business:
(Amount in Rs.)
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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
transactions carried out with related parties referred above, in ordinay course of business:
(Amount in Rs.)
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)
3.
Mr. Apoorva Patni (Director)
(Son of Mr. A.K.Patni)
4.
Mr. Arihant Patni
(Son of Mr. G.K. Patni)
5.
Mrs. Ruchi Patni
(Daughter-in-law of Mr. G.K. Patni)
6.
Sobhagmal M. Patni HUF
(Mr.G.K.Patni & Mr.A.K.Patni are members of HUF)
c)
Afliates (Enterprises over which Key Management personnel or their relatives have signifcant infuence)
1.
Kalpavruksh Systems Private Limited
(Formerly known as Kalpavruksh Systems Limited)
2.
Patni Healthcare Private Limited (Formerly known as Patni Healthcare Limited)
3.
Ashok Patni Family Trust
4.
Ashoka Computer Systems Pvt ltd.
5.
PCS Finance Pvt Ltd.
6.
PCS Cullinet Pvt Ltd.
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
Afliates total
1 Sales of goods and services 2,326,788
(2,693,716)
2,326,788
(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
(1,332,000)
2,245,500
(2,245,500)
3,577,500
(3,577,500)

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41.3 Signifcant transactions carried out with related parties referred above, in ordinary c Signifcant transactions carried out with related parties referred above, in ordinary c ourse of business: ourse of business: ourse of business:
description Key Management
personnel
Relative of key
Management
personnel
Afliates
1 Sales of goods and services
Kalpavruksh Systems Pvt. ltd.
Patni Healthcare Pvt. Ltd.
-
-
-
-
2,326,788
(2,326,788)
-
-
-
-
-
(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
G K Patni
Ashoka Computer Systems Pvt Ltd
PCS Cullinet Pvt Ltd
PCS Finance Pvt Ltd
-
-
-
-
1,768,500
(1,768,500)
1,332,000
(1,332,000)
-
-
-
-
-
-
-
-
162,000
(162,000)
-
-
-
-
162,000
(162,000)
-
-
-
-
153,000
(153,000)

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  • 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: PCS Positioning Systems (India) Limited

(Amount in Rs.) 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

divyesh V. Mehta

Partner Membership no. 044293

For and on behalf of the Board of Directors

G. K. patni (Chairman)

H.C. tandon A. K. patni (Director) (Vice Chairman)

Bhaskar patel M p Jain Mehul Monani (Chief Executive Officer) (Chief Financial Officer) (Company Secretary)

Place : Mumbai Date : 31/05/2021

Place : Mumbai Date : 31/05/2021

100

By SPEED POST / rEGISTErED POST / COUrIEr

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To
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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

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PCS TECHNOLOGy LIMITED Registered Office :82/6/1, Solar Park, Shop no.6, Pune-Alandi Road, Dattanagar, Dighi- Pune- 411015