| a - Rights of the shareholders
1. The Company has only one class of equity shareholders. Each holder
of equity shares is entitled to one vote per share. The Company
declares and pays dividend in Indian rupees. The dividend proposed by
the Board of Directors is subject to approval by the shareholders at
the ensuing Annual General Meeting.
2. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the 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.
c - Share application money:
As at 31 March 2015, the Company has converted loan of Rs 1,15,50,000/-
towards share application money towards Rs 57,75,000/- equity shares of
Rs 2/- each at Rs 11.50 per equity share. The share application money
was received pursuant to an invitation to offer shares and in terms of
such invitation.
d - Monies received against share warrants:
The Board of Directors of the Company at their meeting have resolved to
create, offer, issue and allot up to 1,76,20,000 warrants, convertible
into 1,76,20,000 equity shares of Rs 2/- each on a preferential
allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956,
at a conversion price of Rs 2/- per equity share of the Company,
arrived at in accordance with the SEBI Guidelines in this regard. The
Company has converted loan of Rs 88,10,000 against 1,76,20,000 fully
convertible warrants F.V. of Rs 2 each and Rs 0.50 each paid up at the
time of issue and balance to be paid at the time of allotment.
e - The above mentioned offer of 1,76,20,000 fully convertible warrants
and 57,75,000 equity shares, in point no. 3 & 4, have been scrapped by
the Board in its meeting held on 7th May, 2015 due to change in price
and addition of investor in earlier issue. The price of the each fully
convertible warrant and equity share have been changed to Rs 2.5/-.
a - Security for Long Term - Secured Loans
(i) Loan from Banks are secured by way of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
(ii) Vehicle Loans from Banks are secured against the specific vehicle
financed by respective banks.
a - Loan from Banks are secured by way of hypothecation of fixed assets
(except vehicles) of the Company, book debts, pledge of shares of
subsidiaries and pledge of fixed deposits with a Bank and further
secured by personal guarantee of a Director.
Note : Future cash outflows in respect of (ii) above are determinable
only on receipt of judgments/decisions pending with the respective
forums/authorities.
3. In the opinion of the Board, the Current Assets, Loans and
Advances have been stated at a value realizable in the ordinary course
of business.
4. Disclosures under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006
The Company has not received any information from all its vendors
regarding their status under Micro, Small and Medium Enterprises
Development Act, 2006. However, as per the information available there
are no amounts outstanding for a period beyond the stipulated period as
specified under Micro, Small and Medium Enterprises Development Act,
2006.
5. Intangible Assets
During the year the company has internally generated software for its
captive use for the various long term projects received and also
developed software for sale of its licenses. The cost of Rs 37.04 Lacs
(Previous Year Rs 50.72 Lacs) is capitalized and shown as Intangible
assets under the Group Fixed Assets.
6. Few debtors, creditors and loans and advances are subject to
confirmation and reconciliation if any.
7. Operating lease
The company's significant leasing agreements are in respect of
operating lease for office premises. These leasing agreements are
cancelable and renewable by mutual consent on mutually acceptable
terms. The aggregate lease rentals payable by the company are charged
to Statement of Profit and Loss as a rent amounting to Rs 108.40 Lacs
(Previous year Rs 39.00 Lacs). The future minimum lease payments under
non-cancelable operating leases due within a period of one year are
estimated at Rs NIL (Previous year Rs NIL) and due later than one year
but not later than five years are estimated at Rs NIL. (Previous year
Rs NIL Lacs).
8. Due to severe financial crisis, the Company has requested
some of the lenders to waive off some part of their interest on loan
and negotiation on aforesaid matter is going on between the Company and
the lenders. On the basis of discussion with lenders, management feels
that no interest provision is required on loan from some of the lenders
however, if any interest provision is required as per final negotiation
it will be made as and when required.
9. Related party transactions
Description of relationship Names of related parties
Subsidiary Companies Tricorn Document Management Inc.
Tricorn Infotech Solutions Limited
Tricorn Data Processing Private
Limited (formerly known as Mastiff
Tech Private Limited)
eData Processing Private Limited
(formerly known as Tricom I.T.
Services Private Limited)
Tricom LPO Private Limited
Pacific Data Centers, Inc. *
Tricom Data Services, Inc. *
Tricom Software Services, Inc. *
Tricom Litigation Coding Services,
Inc. *
Tricom Search Services, Inc. *
Tricom Infotech Solutions, Inc. #
Tricom Infotech Solutions (Cyprus)
Limited #
Grand Imaging Technology Inc.
(formerly known as GTESS- Tricom
Corporation) ##
* - Held through Tricom Document
Management Inc.
# - Held through Tricom Infotech
Solutions Limited
## - Held through Tricom Infotech
Solutions Inc.
Mr. Chetan S. Kothari - Managing Director
Executive Directors
Mr. Paresh Pathak
Non-Executive Directors
Tricom Fruit Products Limited
Entities having significant
influence over the Company
Adilnath Finance Private Limited
Trio Mercantile & Trading Limited
Manshanti Enterprises
Kothari Financial Services
10. Segment Reporting
Since the Company's activities fall within a single geographical and
business segment (ITES-BPO) it has no other primary reportable segment.
11. Previous year's figures
Previous year's figures have been regrouped / reclassified wherever
necessary to correspond with the current year's classification /
disclosure.
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