Service Revenue
The Company recognizes services revenue when the significant terms of the arrangement are enforceable, services have been delivered and collectability is reasonably assured. The method of recognizing the revenue and the cost depends on the nature of the services rendered.
(a) Time and material contracts: Revenues and costs relating to time and material contracts are recognized as the related services are rendered.
(b) Fixed price contracts: Revenues from fixed price contracts including implementation and integration services are recognized based on the completion of contractual milestones which represent deliverables accepted by the customer or deliverables where the Company is assured that delivery will be accepted by the customer and collectability is reasonably assured. The Company estimates total costs and total revenues on such contracts on a regular basis. Where the estimate of total costs exceeds total revenues in an arrangement the estimated losses are recognized in the Statement of Profit and Loss in the period in which such losses become probable based on the current contract estimates.
Advance payments received from customers for which no services have been rendered or can be recognized as revenue are presented as “Advances from Customers”. Similarly, advance payments paid to suppliers for which no services have been rendered or can be recognized as costs are presented as “Advance to suppliers”.
(c) Maintenance contracts: Revenue from maintenance contracts is recognized ratably over the period of the contract. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight line basis over the specified period unless some other method better represents the stage of completion.
(d) Other: Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances.
(e) Products: Revenue from products are recognized when the significant risks and rewards of ownership have been transferred to the buyer, continuing managerial involvement usually associated with ownership with effective control have ceased, the amount of revenue can be estimated reliably, it is probable that economic benefits associated with the transaction will flow to the Company, and the costs incurred or to be incurred can be measured reliably.
1. Employee Benefits
(a) Short term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.
(b) Retirement benefits in the form of Superannuation / Pension is a defined contribution scheme and the contribution towards defined contribution scheme is charged to the Statement of Profit and Loss for the year when the contribution to the Fund is due. There is no obligation other than the contribution payable to the Fund.
(c) Retirement benefit in the form of Provident Fund is a defined benefit plan administered through the Company's own Provident Fund Trust.
(d) Gratuity is determined based on Actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
Gratuity benefit obligation recognized in the Balance Sheet represents the present value of the obligation as reduced by the fair value of plan assets.
(e) Leave Encashment is provided for, on the basis of an Actuarial valuation on Projected Unit Credit Method made at the end of each financial year.
(f) Actuarial gains/losses are charged to Statement of Profit and Loss.
(g) Termination benefits are recognized as an expense immediately.
2. Borrowing Costs
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are recognized as expense in the Statement of Profit and Loss in the period in which they are incurred.
The difference between the issue price and the redemption value of Commercial Paper is apportioned on time basis and recognized as discounting expense.
Expenses incurred in connection with the issue of Non Convertible Debentures and Commercial Paper are charged to Statement of Profit and Loss in the year of issue.
3. Foreign Currency Transactions
Foreign exchange transactions are recorded at the exchange rates prevailing at the date of transaction. Monetary assets and liabilities which are realizable and payable in foreign currency are translated at year-end rates. Nonmonetary items denominated in foreign currencies are valued at the exchange rate prevailing at the date of transaction. Any resultant gain/loss on account of exchange difference either on settlement or on translation is recognized in the Statement of Profit and Loss.
In case of Forward Contracts:
(a) The premium or discount on all such contracts arising at the inception of each contract is amortized as income or expense over the life of the contract.
(b) The exchange difference is calculated as the difference between the foreign currency amount of the contract translated at the exchange rate at the reporting date, or the settlement date where the transaction is settled during the reporting period, and the corresponding foreign currency amount translated at the later of the date of inception of the forward exchange contract and the last reporting date. Such exchange differences are recognized in the Statement of Profit and Loss in the reporting period in which the exchange rates change.
(c) Any profit or loss arising on the cancellation or renewal of forward contracts is recognized as income or as expense for the period.
4. Income Taxes
(a) Current tax is the tax payable for the period determined in accordance with the provisions of the Income Tax Act , 1961. In case of matters under appeal due to disallowance or otherwise, provision is made when it is probable that an outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made.
(b) In accordance with the AS 22- "Accounting for Taxes on Income", the deferred tax for the timing differences between taxable income and accounting income, that originate in one period and is capable of reversal in one or more subsequent periods, is accounted for using the tax laws that have been enacted or substantially enacted as of the Balance Sheet date. Deferred Tax Assets are recognized only to the extent there is a reasonable certainty of realization in future. However, where there is unabsorbed depreciation or carry forward of losses under taxation laws, Deferred Tax Assets are recognized only if there is virtual certainty of realization of such assets. Such assets are reviewed at each balance sheet date for reliability.
5. Use of estimates
The preparation of financial statements requires management to make estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent liabilities at the date of these financial statements for the years presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods affected.
NOTE 6 : DUES FROM ERSTWHILE JOINT VENTURE PARTNERS
The Company has outstanding dues amounting to Rs. 180 Lacs (Previous year : Rs. 180 Lacs) from erstwhile Joint Venture Partners ageing more than 3 years. The Company has filed suits against the erstwhile Joint Venture Partners for recovery of all the above stated amount in the Hon'ble High Court of Mumbai.The cases are yet to come up for the hearing. In view of the pending civil suits against the erstwhile Joint Venture Partners, necessary provision has been made in the books of accounts against the outstanding amount from erstwhile Joint Venture Partners.
Note 7 : EARNING PER SHARE
(Loss)/Earning per share has been calculated by dividing (loss)/profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The Company has not issued any potential equity shares and accordingly, the basic (loss)/earnings per share and diluted (loss)/earnings per share are the same. (Loss)/Earning per share has been computed as under :
Note 8: Slow moving Inventory
Material consumed includes write down of slow / non-moving inventory amounting to Rs.1,075 (Previous year: Rs.158).
Note 9 : Leases (As Lessor)
Finance Leases :
The Company provides Multifunctional Devices, Laser Printers, Projectors and Computer Peripherals on finance lease to selected Customers. The machines are provided for the major part of the estimated useful life of the asset.
Operating Lease
The Company provides Multifunction Devices, Laser Printers, Projectors and Computer Peripherals on cancellable operating lease for a priod for substantially less than the estimated useful life of the machine. The monthly rental accruing to the company on such leases is recognized as income in the Statement of Profit and Loss in accordance with the provisions of accounting standard 19 (Leases).
A) The Employee's Gratuity Fund Scheme of erstwhile Gestetner India Limited is managed by LIC of India and the Employees Gratuity Fund Scheme of Ricoh India Limited is managed by its own Trust Fund and both the Schemes are Defined Benefit Plans. The present value of obligation is determined based on Actuarial Valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of Employees Benefit Entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as Gratuity.
B) Retirement Benefits:
The Company manages Provident Fund plan through Company's own Provident Fund Trust for its Employees. The plan envisages contribution by the Employer and Employees and guarantees interest at the rate notified by the Provident Fund Authority. The contribution by the Employer and Employee together with interest are payable at the time of separation from service or retirement whichever is earlier. As per the management's estimate the Actuarial Valuation cannot be applied to reliably measured Provident Fund liability in the absence of any guidance. However, the Company has taken the actuarial valuation of its interest liability shortfall as per which an amount of Rs. Nil (Previous Year: Rs. Nil) has been recognized as a liability as at 31 March 2016.
Note 10: Derivative Instruments Hedged Foreign currency exposures
The Company uses forward exchange contracts to hedge its exposures to movement in foreign exchange rates. These derivatives are not used for speculative or trading purposes.
(a) The Company in compliance with the provisions of the Companies Act, 2013 appointed BSR & Co., LLP, Chartered Accountants as the statutory auditors of the Company on 24 September, 2015. In compliance with the provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company prepared its financial results for quarter and half year ended 30 September 2015. The statutory auditors as a part of limited review process for the above quarter raised various suspicions with respect to certain transactions between the company and its customers and vendors.
On 14 November 2015 the statutory auditors met the Audit Committee of the Company (“Audit Committee”) and communicated their observations to the Audit Committee. To seek to expedite the filing of the financial result with the Bombay Stock Exchange Limited (“BSE”) in accordance with the Listing Regulations, the Audit Committee decided to engage the services of S.S. Kothari & Mehta, Chartered Accountants (“SSKM”) to conduct another review of the financial statements on an agreed upon procedure basis. SSKM submitted its report to the Audit Committee on 2 February 2016 (“SSKM Report”). However, the statutory auditors did not agree to the scope of the agreed upon procedures and hence no progress was made.
Following the concerns raised by the statutory auditors, the Audit Committee in order to better understand certain areas where the statutory auditors had raised concerns decided to appoint Shardul Amarchand Mangaldas & Co., Advocates & Solicitors (“SAM”) who in turn appointed PricewaterhouseCoopers Private Limited, India (“PwC”) to conduct an independent investigation into the concerns raised.
Pending the investigation by SAM and PwC, the following key managerial personnel of the Company were sent on paid leave by the Board on 29 March 2016: Mr. Manoj Kumar, the Managing Director and Chief Executive Officer; Mr. Arvind Singhal, the Chief Financial Officer; and Mr. Anil Saini, the Senior Vice President and Chief Operating Officer. Following the above, on 2 April 2016, Mr. Manoj Kumar, the Managing Director and Chief Executive Officer resigned from the board of directors.
PwC issued a ‘Report on Preliminary Findings’ (“Preliminary Report”) dated 20 April 2016. From this Preliminary Report it was apparent that the concerns identified and the consequent falsification of the accounts comprised the following areas: Out of book adjustments; Revenue recognition issues; Suspect transactions and Personal type expenditure.
Upon receipt of the Preliminary Report, the Company made disclosures and filings with various regulatory authorities including the BSE, The Securities & Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) and also filed a criminal complaint with the Delhi Police to investigate into the suspected wrongdoings
On 18th May 2016, the Company published its financial results for the quarter and half year ended 30 September 2015. In the disclosures accompanying the financial results, the Board of Directors stated that the financial results did not represent a true and fair view of the state of affairs of the Company and the reasons thereof. The statutory auditors did not provide an opinion in their limited review report.
The Company, with the support of the Audit Committee and the Board of Directors, continued to address the concerns raised in the financial statements for the quarter and half year ended 30 September 2015. It was recognized that the Company was falling further behind in filings. With the quarter ended 30 September 2015 accounts only being finalized for filing in May 2016, and with the inability of the Board of Directors to approve these accounts without significant caveats and concerns, they realized the need for a change in process. Moreover, given the passage of time and the potential losses in the accounts it was concluded that there was an urgent need to obtain up to date reliable financial statements which would be of value to all stakeholders
It was recognized that many of the matters identified in the Preliminary Report could best be addressed by a team with Ricoh specific knowledge, engaging PwC where appropriate, so that efficiency and effectiveness was achieved. It was therefore concluded that an internal investigation (staffed and led independently of Ricoh India Limited) could be used to complete certain of the activities.
The Company also realized that having already filed a complaint with the Delhi Police against the suspected wrongdoers (whether known or unknown) who were already investigating the matter; the investigation with regard to the individual culpability of the alleged wrongdoers should be best left to regulatory authorities and the Company should focus on restoration of the economic value of the shareholders and producing reliable financial results.
Accordingly, in early June 2016 a team comprising various Ricoh group representatives, all of whom were independent of Ricoh India Limited, was established to continue the investigations alongside PwC.
On 19 July 2016 the internal investigation team and the Company presented the estimated unaudited loss for the year ended 31 March 2016 of Rs.112,300 Lacs to the Audit Committee. This estimated result was approved and filed with BSE.
On 19 July 2016 the Promoter Ricoh Company, Limited filed a petition with the Hon’ble National Company Law Tribunal (“NCLT”) seeking various reliefs but in particular the re-capitalization of the Company
On 24 August 2016 the NCLT issued an Order granting the cancellation of the shares of either Ricoh Company Limited, or the Co-Promoter NRG Group Limited, and the preferential issue of the same number of shares for an amount equivalent to the estimated unaudited loss announced on 19 July 2016 i.e. Rs.112,300 Lacs
On 14 October 2016 an Extraordinary General Meeting was held that approved the re-capitalization by way of cancellation of the shares of NRG Group Limited and preferential issue of the same number of shares to NRG Group Limited. On 15 October 2016 the board approved the cancellation, issue and allotment for the consideration of Rs.112,300 Lacs.
On 17 November 2016 PwC presented their final report (“the PwC Report”) and the independent team presented their findings to the Audit Committee. The PwC Report will be shared with the relevant regulatory authorities including the NCLT, BSE, SEBI, MCA and the Delhi Police Economic Offences Wing.
On 18 November 2016 the results along with the auditor’s report for the quarter ended 31 December 2015 and the quarter and year ended 31 March 2016 were presented to the Audit Committee. These were subsequently approved by the board and filed with BSE.
(b) As a result of the investigations and the matters identified the Company concluded that it was impractical, because of limitations in the available documentation, because of the inability to conclude on the nature of certain transactions and because of time and cost, to seek approval to restate all financial periods during which the falsification of accounts had taken place.
Hence, the Company has reported the final loss for the quarter and year ended 31 March 2016 and separately identified, where possible, the loss relating to previous periods. Given the nature of the falsification of accounts it is not possible to fully allocate the falsifications or errors since to do so would require significant assumptions that would be subjective.
As a result of the PwC Report and the internal investigation team analysis, it is clear that some of the loss for the year ended 31 March 2016 relates to previous years. Accordingly, in the results for the quarter and year ended 31 March 2016 and as detailed in the analysis at note (f) below reference is made to items where it is clear that the previous year was impacted. Given that it is not possible to fully allocate the falsifications or errors due to subjectivity it is possible that further losses may be attributable to the previous year.
(c) The auditors have disclaimed from an opinion on the profit and loss account for the year ended 31 March 2016. Therefore, within these financial statements the directors have sought to explain the falsifications identified and the periods to which they relate. Such analysis is unaudited but in the opinion of the Directors is critical to an understanding of the matters included in these financial statements.
(d) The auditors have disclaimed from an opinion on the balance sheet at 31 March 2016. The Company has sought to satisfy the auditors that the balance sheet represents a true and fair view but has been unable to do so. The Directors will file the appropriate statement with BSE stating there is no difference between the results reported and the results with the impact of the disclaimer of opinion.
(e) On the basis of the matters detailed in point (d) above, and based on the investigations carried out by PwC and the independent investigation team, and based on the information available to the directors, the directors believe that the balance sheet statement as at 31 March 2016 materially represents a true and fair view and will form the basis for future reporting
The loss for the year ended 31 March 2016 and the impact of falsification of accounts
Notes:
(A) One off adjustments that relate to the year ended 31 March 2015 and prior are accounting errors/falsifications that can be attributed to those periods. These include two main categories: (i) incorrect revenue recognition and profit recognition on contracts; and (ii) unsupported adjustments that have been made to inflate profits.
(B) One off adjustments that specifically relate to the year ended 31 March 2016 are errors and accounting falsifications that relate to that financial year. These include unsupported adjustments that have been made to inflate profits and also provisioning for doubtful debt which can be attributable to the financial year.
(C) One off adjustments that cannot be allocated by period are accounting errors/falsifications that due to their nature cannot be retrospectively analyzed by period. Whilst it is possible that some element of these relate to previous periods any allocation would be subjective. These include categories such as: (i) inventory where the Company has had to make significant corrections and provisions. Whilst it is possible that similar issues existed at 31 March 2015, and the ensuing quarter ends, without having access to detailed inventory verification and records at each of those dates it is not possible to determine what errors, if any, existed at those date and hence in which period the inventory errors arose; and (ii) reconciliation and accounting adjustments where again without being able to recreate all of the reconciliations and reliable accounting data at each balance sheet date it is not possible to determine in which period such errors arose.
(h) As indicated these one off adjustments and/or accounting falsifications have had a significant impact on the Company. Given the significance of these matters the Company will work with the relevant authorities to take action against those responsible. At this time all such matters are subject to legal process and consequently it is inappropriate for the Company to comment and potentially prejudice such action.
Note 11: Segment Reporting
The Company has previously disclosed segments comprising the sale of goods and the delivery of services. The Board of Directors consider that at the current time this does not represent the business since the sale of goods is usually an integral part of the delivery of services whether it be by way of Ricoh product or third party product. The Board of Directors also consider that the delivery of IT services is an adjacent activity that extends the Company’s integrated offering to customers.
As detailed in note 45(f) and 45(g) the Company has made significant adjustments as a result of one off transactions which cannot readily be allocated to individual components of the business.
In view of the above factors for the year ended 31 March 2016 the Directors therefore regard the business as a single business segment.
Note 12: Post Balance sheet events
In accordance with the Petition of Ricoh Company Limited of 19 July 2016 and the Order of the NCLT of 24 August 2016, and as approved by the Extraordinary General Meeting on 14 October 2016, on 15 October 2016 the Board approved the cancellation of the existing 10, 959,792 ordinary shares of Rs. 10 each held by NRG Group Limited and the preferential issue and allotment of 10,959,792 ordinary shares of Rs.10 each at a premium of Rs. 1,014.65 for a total capital infusion of Rs. 112,300 Lacs. This capital infusion has been used to reduce bank borrowings.
As a result of the falsification of accounts referred to above the Company is working with a number of regulatory authorities. The company has no reason to believe that any liabilities will arise out of its cooperation with any investigation by such authorities and hence no provision is included in the accounts at 31 March 2016.
Previous year figures have been regrouped/ rearranged/re-classified, wherever necessary to make them comparable with the current period figures.
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