HIGHBAR TECHNOLOGIES LIMITED BOARD OF DIRECTORS Mr. Ajit Gulabchand, Chairman (upto October 21, 2014) Ms. Shalaka Gulabchand Dhawan Mr. Praveen Sood Mr. Arun Karambelkar (w.e.f. October 28, 2014) CHIEF EXECUTIVE OFFICER Mr. Satish Pendse COMPANY SECRETARY Mr. Sandeep Gurav AUDITORS M/s. Mehta & Pai. Chartered Accountants BANKERS ICICI Bank State Bank of India REGISTRAR & SHARE TRANSFER AGENTS TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai - 400 011 REGISTERED OFFICE Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083
Transcript
HIGHBAR TECHNOLOGIES LIMITED
BOARD OF DIRECTORS Mr. Ajit Gulabchand, Chairman (upto October 21, 2014) Ms. Shalaka Gulabchand Dhawan Mr. Praveen Sood Mr. Arun Karambelkar (w.e.f. October 28, 2014) CHIEF EXECUTIVE OFFICER Mr. Satish Pendse COMPANY SECRETARY Mr. Sandeep Gurav AUDITORS M/s. Mehta & Pai. Chartered Accountants BANKERS ICICI Bank State Bank of India REGISTRAR & SHARE TRANSFER AGENTS TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai - 400 011 REGISTERED OFFICE Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083
DIRECTORS’ REPORT
To, The Members of Highbar Technologies Limited 1. Report Your Directors present the Sixth Annual Report together with the Audited Accounts
for the year ended March 31, 2015. 2. Financial Results During the year the Company’s Financial performance was as follows :-
(Rs. in Lakhs)
Particulars
FY 2014-15
FY 2013-14
Total Income 4,432.83 2,853.45 Profit/ (Loss) before Depreciation and Exceptional Items
383.52 3.08
Less : Depreciation 69.47 52.34 Less : Exceptional items (11.29) - Profit/ (Loss) : Before Tax 325.34 (49.26) Tax (84.99) 14.72 Profit / (Loss) : After Tax 240.35 (34.54) Add: Balance brought forward from last year (497.82) (463.28)
Balance carried to Balance Sheet (257.47) (497.82) 3. Dividend Your Directors do not recommend any dividend for the financial year ended
March 31, 2015. 4. Operations
• In its fifth year of operations, Highbar was able to service 16 new customers including 6 new customers from Middle East, Africa and Switzerland taking the total tally of clients to 94. This has been achieved at a time when the primary customer segment, the construction industry, is dealing with multiple challenges. Despite of this, in a short span of time, Highbar has started dominating the ‘IT for Infrastructure’ market. The orders won by Highbar have contributed highest value through new customers in SAP Ecosystem for infrastructure sector in calendar year 2014.
• Highbar has started providing SAP related services in multiple sectors like Manufacturing, BPO, Agro-Chemicals in addition to Infrastructure, Real Estate, Retail, Telecom, Consumer Products, PEB (Pre-engineered Buildings), Iron &
Steel etc. The HCC group legacy has enabled Highbar to understand & service these industries effectively.
• It has developed capabilities to execute successfully very large size projects concurrently. Customers now demonstrated their faith in Highbar for long term association by awarding 5 years support deals in addition to implementations.
• Highbar’s Dubai subsidiary, Highbar Technologies FZ-LLC, has now started strengthening its presence counting ten major customers in Middle-East region in short span. Highbar now operates not only in India and Middle-East but also in Africa (Nigeria) and Europe (Switzerland).
• Highbar continues to support HCC Group companies including HCC, HCC Infrastructure, HCC Real Estate, Lavasa Corporation and Steiner India across the IT value chain. Keeping in view the Group’s objective of operational efficiency and cost control, the focus continues for this year on harnessing IT to bring about business process automations, process refinements and controls, intelligent reporting and effective collaboration.
5 Business Development
• Highbar has grown its IT capabilities and the expertise in various areas including ERP (Enterprise Resource Planning), Business Intelligence and dashboards, cloud offerings through Highbar CloudConnect, Employee Portals, CRM (Customer Relationship Management), DMS (Document Management System) and others. Highbar has also ventured into SAP HANA implementation this year. With new offerings like SAP Fiori, Screen Persona, Mobility solutions, e-procurement through Ariba sourcing solutions have increased the breadth of the offerings for our customers.
• The stack of services provided by Highbar Technologies has gone much beyond SAP into process consulting and IT Infrastructure support (data-centre, networking etc.) The solutions like Highbar RapidStart and Highbar RapidStart Analytics are based on the templatised approach for ERP and Business Intelligence respectively and are intellectual properties (IP) assets of Highbar Technologies.
• Highbar has maintained the strategic alliance with SAP at ‘Gold partnership level’ and it’s a preferred partner for SAP implementation and even reimplementation for the infrastructure industry. More than ten of Highbar’s implementations have now become global case studies, published on SAP's website as reference implementations.
• The Government investments in infrastructure development in India are substantial. Highbar successfully entered this segment last year by starting a different dedicated business development team with prior experience of Government sector IT business. After securing first order in last year, Highbar has started expanding its reach in government sector by exploring opportunities.
• The sales organisation in India and Middle East region has geared up to reach government and private organisations. Highbar’s efforts are focused on reaching and educating the infrastructure industry. To achieve this, Highbar is focusing on various initiatives like events, industry focused conferences, tie-ups with industry associations, thought leadership positioning through media and online channels. Highbar has dedicated video channel on YouTube covering thought leadership content related to improving efficiencies for infrastructure industry.
6 New Initiatives
• Highbar has ventured into SAP HANA implementation this year. With new
solutions like SAP Fiori, Screen Persona, Mobility solutions, e-procurement through Ariba sourcing solutions have increased the breadth of the offerings for our customers.
• Cross industry approach: Highbar has enhanced its value proposition by targeting cross industry solutions like
Property Management is need of various industries as many organisations need to manage their own properties. This solution developed for real estate sector is also targeted to other industries like banking, manufacturing, retail etc. leading to get through new customer from new industries like retail.
The solution developed for real estate is further made available to the real estate brokerage firms adding value proposition. This resulted into major customer win from Middle East.
Financial Consolidation developed for group companies of real estate business is also mapped for the other similar industries like PEB, Infrastructure etc.
The Value Adds developed for infrastructure industry are also made available to other related industries.
Highbar Technologies has been emerged from IT service function of parent company- HCC group. Gartner has notified this successful spin-off of Highbar from IT function to new entity as a case study wherein the success rate of such spin-off is less than 5%. Highbar Technologies has established a proper scalable organization structure with all the functions in place to facilitate and sustain future growth. It is on the course towards accomplishing its vision of being ‘the most preferred end-to-end IT solution provider’ for infrastructure industry.
7. Material changes and commitments There are no significant material changes and commitments occurred during the
financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.
8. Capital Structure The paid up Share Capital as on March 31, 2015 is Rs. 6,25,00,000 divided into
62,50,000 Equity Shares of Rs. 10 each. 9. Holding company Hindustan Construction Co. Limited owns the entire paid-up share capital of your
Company aggregating to Rs. 6,25,00,000 and therefore is your Company’s holding company.
10. Subsidiary Company The statement in Form AOC-1 containing the salient features of the financial
statement of the company’s subsidiary company as per first proviso to sub-section (3) of section 129 has been annexed to the Financial Statements.
11. Directors
Ms. Shalaka Gulabchand Dhawan, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Mr. Ajit Gulabchand had resigned from his Directorship of the Company with effect from 21st October, 2014. The Board of Directors wishes to place on record its appreciation for the contribution and services rendered by him during his tenure as Director of the Company. Mr. Arun Karambelkar who was appointed as an Additional Director of the Company by the Board of Directors at its Meeting held on October 28, 2014 under the provisions of Section 161 of the Companies Act, 2013, hold office upto the date of the ensuing Annual General Meeting. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a corporate member along with the requisite deposit signifying its intention to propose Mr. Arun Karambelkar as Director of the Company.
12. Board Meetings During the year six Board Meetings were convened and held. 13. Key Managerial Personnel
The Company has appointed Key Managerial Personnel i.e. Chief Executive Officer and Company Secretary as per the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Satish Pendse has been appointed as Chief Executive Officer of the Company with effect from 29th April, 2014
Mr. Sandeep Gurav was appointed as a Company Secretary under the provisions of the Companies Act, 1956. Further the Board of Directors at their Meeting held on 29th April, 2014 noted the terms and conditions of the said appointment. The details of the remuneration paid to Key Managerial Personnel are stated in extract of the Annual Return in Form MGT-9 as Annexure A.
14. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended
March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) that the directors had selected such accounting policies and applied them
consistently and 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 March 31, 2015 and of the loss of the company for that period;
(c) that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors had prepared the annual financial statements on a going
concern basis; and
(e) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. Fixed Deposits
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
16. Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
17. Related Party Transactions
During the year there were no contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of Companies Act, 2013
18. Particulars of Employees and other additional information
The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is stated in extract of the Annual Return in Form MGT-9 as Annexure A.
19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014, is not applicable to your Company. Details of Foreign Exchange Earnings and Outgo are as follows:
Income in Foreign Exchange: Rs. 1,373.73 Lacs
Expenditure in Foreign Exchange: Rs. 31.64 Lacs 20. Auditors The Company’s Auditors, M/s. Mehta & Pai & Co. Chartered Accountants,
Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company
21. Auditors’ Report The Auditors’ Report to the shareholders does not contain any qualifications. 22. Risk Management policy The Board has framed a policy to ensure establishment and implementation of
effective risk management framework within the Company. 23. Corporate Social Responsibility
The Company has not formulated the policy on Corporate Social Responsibility, as the same is not applicable to the Company.
24. Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards, form part of this Annual Report.
25. Extract of annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is
annexed herewith as “Annexure A”.
26. Sexual Harassment During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013
27. Acknowledgements Your Directors place on record their appreciation for the co-operation and
assistance received from the bankers, Central and State Government authorities and members during the year under review.
By Order of the Board For Highbar Technologies Limited
Arun Karambelkar Praveen Sood
Director Director
Registered Office: Hincon House, 11th Floor, 247Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai – 400083 Place : Mumbai Date : April 28, 2015
“Annexure A”
Form No. MGT- 9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN U72900MH2009PLC197299
iii) Registration Date 25th January, 2009
iii) Name of the Company Highbar Technologies Limited
iv) Category / Sub-Category of the
Company Company having Share Capital
v) Address of the Registered office and contact details
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any
TSR Darashaw Ltd 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai - 400 011 Tel no: +91-22-6617 8554
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:- Sl. No. Name and Description of main
products / services NIC Code of the Product/ service
% to total turnover of the company
1 Information Technology 62091 100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. No.
Name and address of the Company CIN Holding / Subsidiary / Associate
3 Mr. Arun Karambelkar 10 0.00 10 0.00 Key Managerial Personnel None of the Key Managerial Personnel holds shares in the
Company V. INDEBTEDNESS (Rs. in Lacs) Secured
Loans excluding deposits
Unsecured Loans
Inter Corporate Deposits
Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due
1,412.53 - -
- - -
208.74 - -
1,621.27 - -
Total (i+ii+iii) 1,412.53 - 208.74 1,621.27 Change in Indebtedness during the financial year • Addition • Reduction
209.68 -
- -
- -
209.68 -
Net Change 209.68 - - 209.68 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due
1,622.21 - 0.34
- - -
208.74 - -
1830.95 -
0.34
Total (i+ii+iii) 1,622.55 - 208.74 1831.29 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(c) Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL Sl. No.
Particulars of Remuneration Name of MD/WTD/ Manager
Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl. no.
Particulars of Remuneration
Key Managerial Personnel
CEO Company Secretary
CFO Total
Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961
1,53,15,265 -- -- 1,53,15,265
Stock Option -- -- -- -- Sweat Equity -- -- -- --
Commission - as % of profit - others, specify…
-- -- -- --
Others, please specify
28,800 -- -- 28,800
Total 1,53,44,065 1,53,44,065 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of
the Companies Act
Brief Description
Details of Penalty / Punishment/ Compounding fees imposed
Authority [RD / NCLT/ COURT]
Appeal made, if any (give Details)
A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF HIGHBAR TECHNOLOGIES LIMITED Report on the Financial Statements
We have audited the accompanying financial statements of HIGHBAR TECHNOLOGIES LIMITED (‘the Company’), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 control 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..
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view 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 effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India date.:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;
(b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31st March,
2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164 (2) of the Act:
(f) 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 our opinion and to the best of our 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.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company
Annexure to the Auditors’ Report Annexure referred to in paragraph (3) of our Report of even Date on the Accounts for the year ended 31st March, 2015 of HIGHBAR TECHNOLOGIES LIMITED. 1. The Company is maintaining proper records showing full particulars including
quantitative details and situation of Fixed Assets. All fixed Assets have been physically verified by the Management during the year and in our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification as compared to books of accounts.
2. During the year the Company does not hold any inventories and therefore, Clause
(ii)(a) and (b) of the order relating to conduct and procedures of physical verification of inventories and Clause (ii)(c) of the order relating to maintenance of records for inventories etc. are not applicable.
3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause (iii)(a) and (b) of the Order are not applicable to the Company ;
4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed Assets and for the Sale of Services. The company’s business does not involve purchase of inventory and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system.
5. The company has not accepted any deposits from public, hence the directives issued by the Reserve bank of India and the provision of section 73 to 76 or any other relevant provisions of the companies act and the rules framed there under are not applicable to the Company. As informed to us, no order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
6. The Central government has not prescribed the maintenance of cost records under sub-section (1) of section 148(1) of the companies Act, 2013.
7. According to the records of the company, the company is generally regular in depositing undisputed statutory dues including provident fund, Employees state insurance, income tax, sales tax, wealth tax, cess and other statutory dues applicable to it with the appropriate authorities. According the information and explanation given to us no undisputed amount payable in respect of income tax, wealth tax and sales tax, were outstanding, at the year end for a period of more than six months from the date they became payable. According to the records of the company, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax on account of any dispute. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.
8. The Company has been registered for a period more than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and it has not incurred cash losses in current financial year and in the immediately preceding financial year.
9. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks, debenture holders and financial institution.
10. According to the information and explanations given to us and based on the documents and records produced to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.
11. The term loan obtained by the company was applied for the purpose for which the loan was obtained.
12. Based upon the audit procedures performed and information and explanations given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit nor have we been informed of such case by the management.
GRAND TOTAL 1,509.29 308.62 164.25 1,653.66 198.50 69.47 - 267.97 1,385.69 1,310.79
N E T B L O C K
A S S E T S
DEPRECIATIONGross block
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
(Amount in (`) in Lacs
Notes for the year ended March 31,2015 March 31, 2014
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
2.14 Current Investments (valued at lower of cost and fair value, unless stated
otherwise)
Nil units of ICICI Prudential Liquid Super Institutional Plan DD (Market Value Rs.
Nil) (Previous year 49,981.970 units Market Value Rs. 50.01 Lacs) - 49.71
- 49.71
2.15 Trade receivable
Sundry debtors
Unsecured, considered good
- Debts outstanding for a period exceeding six months 221.05 189.34
- Other debts 550.33 632.25
Less provision for doubtful debts (22.21) (22.21)
TOTAL 749.17 799.39
2.16 Cash & cash equivalents
Balances with banks 27.87 5.68
Bank deposit with maturity of less than 3 months 288.61 40.16
TOTAL 316.48 45.84
2.17 Short term loans & advances
(a) Loans & advances to foreign subsidiary (unsecured,considered good)
- Inter corporate deposit 6.79 -
- Advances recoverable in cash or kind or for value to be received 14.31 11.11
(b) Others
Deposit with group company 650.00 650.00
- ICD to fellow subsidiary 297.28 150.00
- Advance to suppliers 0.62 2.12
- Prepaid expenses 3.96 4.19
- Advance payment of Income tax 179.13 93.85
- Other amounts recoverable 5.31 5.31
TOTAL 1,157.39 916.58
2.18 Other current assets
Intrest receivable 1.90 0.84
Unbilled revenue 307.34 181.87
TOTAL 309.24 182.71
(Amount in (`) in Lacs
Notes for the year ended March 31,2015 March 31, 2014
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
2.19 Income from operations
Income from software services and products 3,189.96 2,300.18
Income from sale of software products & licenses 936.99 207.54
TOTAL 4,126.96 2,507.72
2.20 Other Income
Rental income 176.81 169.45
Interest received 122.90 93.74
Foreign exchange gain (Net) 5.72 5.49
Others 0.45 77.05
TOTAL 305.87 345.73
2.21 Cost of goods sold
Cost of goods sold 887.08 194.51
TOTAL 887.08 194.51
2.22 Employees benefits expenses
Salary expenses 1,811.35 1,663.05
Contributions to
Exec.super annuation fund 33.37 31.80
Employee state insurance scheme 0.10 0.14
Provident fund 50.01 48.63
EDLI scheme 0.93 0.64
Staff welfare expenses 33.53 36.03
TOTAL 1,929.29 1,780.29
2.23 Finance Cost
Interest 201.07 176.55
TOTAL 201.07 176.55
2.24 Other Expenses
Bad debts 117.66
Provision for doubtful debts - 6.85
Travelling and conveyance 256.08 146.52
Brokerage 3.11 -
Car hire charges 17.98 16.73
Electricity charges 18.94 18.51
Rent 245.69 197.01
Rates and taxes 2.40 (1.40)
Repairs and maintenance 7.76 3.06
Professional charges 212.90 153.91
Office expenses 84.16 113.31
Stationery, postage, telephone and advertisement 39.64 17.40
Auditors remuneration :
- Audit fees 1.65 1.69
- Fees paid in other capacity 1.25 0.35
- Reimbursement of out of pocket expenses 0.03 0.10
Miscelleneous expenses 22.62 24.98
TOTAL 1,031.87 699.02
HIGHBAR TECHNOLOGIES LIMITED
CIN: U72900MH2009PLC197299
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS AS AT 31st MARCH 2015. Background
The company carries on the business of developing, designing, buying, selling, importing,
exporting, marketing, dealing in, distributing, licensing, integrating, interfacing, customizing,
implementing, maintaining & supporting services, products, tools, accessories used in the
field of Information Technology.
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES:
1.1 Basis of Accounting
The Company maintains its accounts on accrual basis following historical cost convention to
comply in all material respects with the Accounting Standards notified by Companies
(Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the
Companies Act, 2013 and the Rules(to the extent notified). Management makes estimates and
technical and other assumptions regarding the amounts of income and expenses, assets and
liabilities, and disclosure of contingencies, in accordance with Generally Accepted Accounting
Principles in India in the preparation of the financial statements. Difference between the
actual results and estimates are recognized in the year in which determined.
1.2 Fixed Assets
Fixed assets are stated at cost of acquisition of the assets.
1.3 Depreciation and amortization
Depreciation on Fixed assets is provided:
i. In respect of Building, furniture and fixtures, office equipment, computers, servers
and plant and machinery the useful life is considered as prescribed in Schedule II to
the Companies Act, 2013.
ii. Leasehold improvements are amortized over the period of lease or their estimated
useful lives as determined by the management, whichever is lower.
iii. Intangible assets are amortized on the basis of the useful life, based on the
management experience of use of asset.
1.4 Revenue Recognition
i. Revenue from software development on fixed price, fixed time frame contracts,
including system development and integration contracts, where there is no uncertainty
as to measurement or collectability is recognized as per percentage of completion
method. Revenue from last billing date to the Balance Sheet date is recognized as
unbilled revenue.
ii. Servicing revenue is recognized over the term of servicing contract. For sales of
services, revenue is recognized in the accounting period in which the services are
rendered, by reference to stage of completion of the specific transaction and assessed
on the basis of actual services provided as a proportion of the total services to be
provided.
Stage of completion is measured by reference to the proportion that service cost
incurred for work performed to date bears to the estimated total service cost. Service
cost incurred to date excludes costs that relate to future activity on the contract.
Such costs are recognized as an asset and are classified as due from customer (often
classified as work in progress).
iii. Time and material contracts is recognized as and when the related services are
provided.
iv. Annual Maintenance service contracts are recognized proportionately over the period
in which services are rendered.
v. Revenue from sale of user licenses for software applications is recognized on transfer
of the title/product, in accordance with the sales contract. Revenue from product
sales are shown as net of all applicable taxes and discounts.
vi. Provision for estimated losses, if any, on uncompleted contracts are recognized in the
year in which such losses become probable based on the current estimates.
1.5 Taxation
The tax expenses comprise of current tax & deferred tax charge or credited to the profit and
loss account for the year. Current tax is calculated with the tax laws applicable to the current
financial year. The deferred tax charge or credit is recognized using the tax rates and tax
laws that have been enacted by the Balance Sheet date. Where there is unabsorbed
depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual
certainty of realization of such assets. Other deferred tax assets are recognised only to the
extent there is certainty of realization in future. At each balance sheet date, recognised and
unrecognized deferred tax assets are reviewed.
Minimum Alternate Tax (MAT) paid in a year is charged to the statement of Profit & Loss
account as MAT. The company recognizes MAT credit available as an asset only to the extent
that there is convincing evidence that the company will pay normal income tax during the
specified period. i.e. the period for which MAT credit is allowed to be carried forward.
1.6 Employee Benefits
1.6.1 Defined Contribution plan
Contribution to provident fund & superannuation fund is accounted on an accrual
basis.
1.6.2 Defined Benefit plan
Gratuity is charged to revenue on the basis of actuarial valuation.
1.6.3 Other Benefits
Short term and long term compensated absences are provided for based on actuarial
valuation. The actuarial valuation is done as per projected unit credit method. The
obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined
benefit plans, is based on market yields on Government Securities as at the Balance
Sheet date, having maturity periods approximating to the terms of the related
obligations.
1.7 Provisions and Contingent Liabilities
Provisions involving substantial degree of estimation in measurement are recognized when
there is a present obligation as a result of past events and it is probable that there will be an
outflow of recourses. Contingent liabilities are not recognized but are disclosed in the notes.
1.8 Investments
Investments are classified as Non-current and current investments. Non-current investments
are shown at cost or written down value (in case of other than temporary diminution) and
current investments are shown at cost or market value whichever is lower.
1.9 Foreign Currency Transactions
i.Current assets and current liabilities are translated at the exchange rate prevailing on
the last day of the year.
ii.Gains or losses arising out of remittance/transaction at the year–end are credited /
debited to Profit & Loss account for the year.
iii.Foreign exchange transactions are converted into Indian rupees at the prevailing rate
on the date of the transaction.
NOTE 2: NOTES TO ACCOUNTS
2.25 Contingent liabilities `̀̀̀Nil (Previous Year `̀̀̀Nil)
2.26 Retirement Benefits
The required disclosure under the Revised Accounting Standard 15 is given below 2.26.1 Change in Benefit obligation during the year ended March 31, 2015.
(Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Present value of
Benefit obligation at the beginning of the year.
89.78 83.17 64.95 66.04
2. Service Cost 15.36 14.72 14.34 13.75
3. Interest Cost 7.54 6.19 5.18 4.51
4. Actuarial (Gain)/Loss on obligation
(9.02) (6.57) (4.27) (3.00)
5. Benefits paid (6.18) (7.74) (10.83) (16.35)
6. Present value of Benefit obligation at the Closing of the year.
97.48 89.78 69.38 64.95
2.26.2 Actuarial Gain/Loss Recognized (Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Actuarial (Gain)/Loss
for the period- obligation
(9.02) (6.57) (4.27) (3.00)
2. Actuarial (Gain)/Loss for the year-Plan Assets
- - - -
3. Total (gain)/loss for the year
(9.02) (6.57) (4.27) (3.00)
4. Actuarial (Gain)/Loss recognized in the year
(9.02) (6.57) (4.27) (3.00)
5. Unrecognized actuarial (Gain)/Loss at the end of year
- - - -
2.26.3 Amount recognized in the Balance Sheet as at March 31, 2015.
(Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Present value of
obligation at the end of the year 31.03.2015
97.48
89.78
69.38
64.95
2. Fair value of plan Assets as at March 31, 2015.
-
-
-
-
3. Liability recognized in the Balance Sheet as on year end.
97.48
89.78
69.38
64.95
4. Current Liability 29.02 32.84 30.20 34.62
5. Non Current Liability 68.46 56.94 39.18 30.33
2.26.4 Expenses recognized in the statement of Profit and Loss Account for the year
March 31, 2015. (Rs. in Lacs)
Sr.No. Particulars
Gratuity (Funded)
2015
Gratuity (Funded)
2014
Leave Encashment
2015
Leave Encashment
2014 1. Current Service Cost 15.36 14.72 14.35 13.75
2. Interest Cost 7.54 6.19 5.18 4.51
3. Expected return on plan assets
- - - -
4. Net Actuarial (gains) and losses
(9.02) (6.57) (4.27) (3.00)
5. Expenses recognized in the statement of Profit and Loss
13.88 14.34 15.26 15.27
2.26.5 Actuarial Assumptions
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Discount Rates 7.80% 8.70% 7.80% 8.70%
2. Salary Escalation 7.50% 7.50% 7.50% 7.50%
3. Expected average remaining working lives of employees (in years).
3.01 2.97 2.87 2.97
2.27 Disclosure in accordance with Accounting Standard -18 Related Party Transaction Name of the Related Parties & Nature of Relationship 2.27.1 Holding Company
Hindustan Construction Company Limited 2.27.2 Subsidiary Company Highbar Technologies FZ LLC 2.27.3 Fellow Subsidiaries
1. Western Securities Limited
2. HCC Real Estate Limited
3. Panchkutir Developers Limited
4. HCC Mauritius Enterprises Limited 5. HCC Construction Limited 6. HCC Mauritius Investments Limited 7. HCC Infrastructure Company Limited
2.28.1 Transaction with Related Parties during the Year: (Amount in ` in Lacs)
Nature of Transactions 31st March
2015 31st March
2014
Transactions during the year
a) Inter Corporate deposits received
HCC Real Estate Limited 0.00 60.00
b) Inter Corporate deposits Repaid
Hindustan Construction Company Limited 0.00 38.00
HCC Real Estate Limited 0.00 410.00
c) Inter Corporate deposits Given
HCC Real Estate Limited 147.28 150.00
Nature of Transactions 31st March
2015 31st March
2014
d) Interest paid
Hindustan Construction Company Limited
28.18 33.31
HCC Real Estate Limited 0.00 12.85
e) Interest Earned
HCC Real Estate Limited 112.02 81.37
Highbar Technologies FZ-LLC 0.91 0.00
f) Rendering of services
Hindustan Construction Company Limited 724.48 667.18
Lavasa Corporation Limited 117.67 89.06
HCC Real Estate Limited 3.73 9.55
HCC Concessions Limited 0.00 4.00
Nirmal BOT 9.87 9.86
Badarpur Faridabad Toll ways Limited 0.78 0.75
Dhule Palesner Tollway Ltd. 9.61 8.74
Steiner India Limited 15.97 9.67
DMRC CC-34 (Alpine - Samsung - HCC Joint Venture)
20.24 50.73
Full Spectrum Adventure Limited
0.00 1.93
Highbar Technologies FZ-LLC 807.28 652.77
Steiner AG 566.45 0.00
g) Expenses incurred during the Year
Hindustan Construction Company Limited 206.81 201.96
Vikhroli Corporate Park Pvt Ltd 161.29 148.60
Hincon Technoconsult Limited 0.00 6.87
Nature of Transactions 31st March
2015 31st March
2014
h) Inter Corporate deposit with Subsidiary refunded by
Highbar Technologies FZ-LLC 0.00 115.64
i) Inter Corporate deposit with Subsidiary given to
Highbar Technologies FZ-LLC 6.79 46.40
j) Outstanding Balance as at 31.03.2015
(1) Equity Share Capital Outstanding at Face Value :
Hindustan Construction Company Limited 625.00 625.00
(2) Inter Corporate Deposits Received
Hindustan Construction Company Limited 208.74 208.74
(3) Inter Corporate Deposits Given
ICD to HCC Real Estate Limited 297.28 150.00
ICD to Highbar Technologies FZ-LLC 6.79 0.00
(4) Interest Receivable
HCC Real Estate Limited 0.00 81.37
Highbar Technologies FZ-LLC 0.91 0.00
(5) Receivables Balances at the Year End
Lavasa Corporation Limited 103.08 14.02
Badarpur Faridabad Tollway Ltd. 0.15 0.07
HCC Concessions Limited 0.00 4.49
Steiner India Limited 5.83 6.24
Nirmal BOT 1.88 0.93
Dhule Palesner Tollway Ltd. 1.70 1.07
HCC Real Estate Limited 18.20 39.91
DMRC CC-34 (Alpine - Samsung - HCC Joint Venture)
0.53 6.87
Nature of Transactions 31st March
2015 31st March
2014
Highbar Technologies FZ-LLC 389.13 492.56
(6) Payable Balances at the Year End
Vikhroli Corporate Park Pvt Ltd 88.72 76.25
Hincon holding Limited 1.83 2.35
Hindustan Construction Company Limited 168.67 132.49
(7) Deposit
Vikhroli Corporate Park Pvt Ltd 60.28 60.28
HCC Real Estate Limited 650.00 650.00
(8) Investments
Highbar Technologies FZ-LLC 6.36 6.36
(9) Loans & Advances
Highbar Technologies FZ-LLC 14.31 11.11
(10) Corporate Guarantee taken and outstanding
HCC Real Estate Limited 2200.00 2200.00
(11) Bank Guarantee taken and outstanding
Hindustan Construction Company Limited 100.00 0.00
2.28.2 Transaction with Key Management Personnel during the Year: (Rs. in Lacs)
Nature of Transactions 31st March
2015 31st March
2014
Remuneration paid to Key Management Personnel 153.44
N.A.
2.29 Details of Foreign Currency earning & expenditure (Rs. in Lacs)
Nature Particulars 31st March 2015
31st March 2014
Earning Rendering of IT Services 1373.73 652.77 Expenditure Foreign Travel Expenses 31.64 0.00
2.30 Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006. As per
requirement of Section of 22 of Micro, Small & Medium Enterprises Development Act, 2006 following information is disclosed:
The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
2.31. Major components of Deferred Tax Assets and Deferred Tax Liabilities:
(Rs. in Lacs)
Particulars 2014-15 2013-14
Assets
Leave Encashment & Gratuity 51.80 49.92
Carry forward losses 157.49 237.64
Doubtful Debts 4.40 4.11
Particulars 2015-16 2013-14 Liability
Depreciation (18.04) (8.77)
Sec. 35D Allowance (0.39) (0.77)
Deferred Tax Assets (Net) 195.26 282.13
The company has provided for current year taxes based on book profit
S.No
Particulars
31st March 2015
31st March 2014
Rs. Rs.
(i) Principal amount remaining unpaid to any supplier as at the end of each accounting year.
Nil Nil
(ii) Interest due on (i) above remaining unpaid Nil Nil
(iii) Amounts paid beyond the appointed day during the accounting year
Nil Nil
(iv) Interest paid on (iii) above Nil Nil
(v) Interest due and payable on (iii) above Nil Nil
(vi) Interest accrued and remaining unpaid at the end of the accounting year
Nil Nil
(vii) Interest remaining unpaid of the previous years for the purpose of disallowance under the Income Tax Act, 1961
Nil Nil
2.32 Earnings per Share
(Rs. in Lacs) 2014-15 2013-14
a. Net Profit / ( Loss ) after Tax available for Equity Share holders
240.35
(34.54)
b. Weighted average of Number of Equity Shares (for Basic & Diluted EPS)
62.50
62.50
c. Basic & Diluted earnings per Share (in Rs.) 3.85 (0.55)
d. Face Value per Share (in Rs.) 10 10
2.33 Segment Information
Where a financial statement contains both consolidated financial statements and separate
financial statements of the parent, segment information needs to be presented only in case of
consolidated financial statements. Accordingly, segment information has been provided only
in the consolidated financial statements
2.34 Previous year figures have been regrouped/recast wherever necessary.
As per our report attached For & on behalf of Board of Director
For MEHTA & PAI Chartered Accountants FRN. -11359W
Arun Karambelkar Director DIN: 02151606 Arun Pai Shalaka Gulabchand Dhawan Partner Director Membership No. 44695 DIN: 00011094
Praveen Sood Satish Pendse Director Chief Executive Officer DIN: 00018013
Sandeep Gurav
Company Secretary Mumbai, Dated : 28/04/2015 Mumbai, Dated : 28/04/2015
INDEPENDENT AUDITORS’ REPORT
TO THE BOARD OF DIRECTORS OF HIGHBAR TECHNOLOGIES LIMITED
We have audited the accompanying consolidated financial statements of HIGHBAR TECHNOLOGIES LIMITED ( the “Company”), its subsidiary which comprise the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
We did not audit the financial statements of subsidiary namely Highbar Technologies FZ- LLC, whose financial statements reflect total assets of Rs.394.34 lacs as at 31st March, 2015, total revenues of Rs.906.61 lacs the profit of Rs. 58.74 lacs and net cash inflows of Rs. 76.98
lacs for the year ended on that date as considered in the consolidated financial statements. These financial statements have been audited in foreign currency by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of this subsidiary, is based solely on the reports of the other auditors.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, subject to our comments regarding inclusion of audited financial statements in foreign currency and read with our comments regarding financial statements audited by other auditors, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;
(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Company for the year ended on that date and
(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
For MEHTA & PAI Chartered Accountants Firm Registration No: 113591W
Place: Mumbai (Arun Pai) Date: 28/04/2015 Partner
Membership No.44695
Amount in ` in Lacs
Consolidated Balance Sheet as at Notes March 31, 2015 March 31, 2014
I. EQUITY AND LIABILITIES
(1) Shareholders' funds
(a) Share capital 2.01 625.00 625.00
(b) Reserves & surplus 2.02 668.22 369.85
1,293.22 994.85
(2) Non current liabilities
(a) Long term borrowings 2.03 1,000.00 1,000.00
(b) Other long term liabilities 2.04 92.96 92.96
(c) Long term provisions 2.05 107.63 91.56
1,200.59 1,184.52
(3) Current liabilities
(a) Short term borrowings 2.06 830.95 621.27
(b) Trade payables 2.07 314.71 300.73
(c) Other current liabilities 2.08 353.52 347.03
(d) Short term provisions 2.09 120.92 63.17
1,620.10 1,332.20
TOTAL 4,113.91 3,511.57
II. ASSETS
(1) Non-current assets
(a) Fixed asssets 2.10
(i) Tangible assets 1,069.71 1,036.00
(ii) Intangible assets 315.99 175.13
(iii) Intangible assets under development - 99.71
1,385.70 1,310.84
(b) Non-current investments 2.11 0.02 0.02
(c) Deferred tax assets (net) 2.12 195.25 282.13
(d) Long term loans & advances 2.13 90.90 74.21
286.17 356.36
(2) Current assets
(a) Current investments - 49.71
(b) Trade receivables 2.15 587.15 620.13
(c) Cash and cash equivalents 2.16 392.71 45.10
(d) Short-term loans and advances 2.17 1,137.56 906.28
(e) Other current assets 2.18 324.62 223.15
2,442.04 1,844.37
TOTAL 4,113.91 3,511.57
III. Significant accounting policies and notes to accounts. 1&2 0.00 (0.00)
The accompanying notes including other explanatory information form an integral part of the financial statements.
As per our reports attached For & on behalf of Board of Directors
For MEHTA & PAI
Chartered Accountants
FRN - 113591W Arun Karambelkar
Director
DIN: 02151606
Arun Pai
Partner
Membership No. 44695 Shalaka Gulabchand Dhawan
Director
Satish Pendse DIN: 00011094
Chief Executive Officer
Praveen Sood
Sandeep Gurav Director
Company Secretary DIN: 00018013
Place : Mumbai Place : Mumbai
Date :28/04/2015 Date : 28/04/2015
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
Amount in ` in Lacs
Consolidated Statement of Profit & Loss for the year ended Notes March 31, 2015 March 31, 2014
I INCOME
(a) Revenue from operations 2.19 4,323.34 2,665.00
GRAND TOTAL 1,510.13 308.61 164.25 1,654.48 199.29 69.51 - 268.80 1,385.70 1,310.84
A S S E T S
Gross block DEPRECIATION N E T B L O C K
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
Amount in ` in Lacs
Notes for the year ended March 31, 2015 March 31, 2014
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
2.14 Current Investments (valued at lower of cost and fair value, unless stated
otherwise)
Nil units of ICICI Prudential Liquid Super Institutional Plan DD (Market Value Rs.
Nil) (Previous year 49,981.970 units Market Value Rs. 50.01 Lacs) - 49.71
- 49.71
2.15 Trade receivable
Sundry debtors
Unsecured, considered good
- Debts outstanding for a period exceeding six months 221.05 159.51
- Other debts 388.32 482.83
Less provision for doubtful debts (22.21) (22.21)
TOTAL 587.16 620.13
2.16 Cash & cash equivalents
Balances with banks 104.11 5.68
Bank deposit with maturity of less than 3 months 288.61 40.16
TOTAL 392.71 45.10
2.17 Short term Loans & Advances
(a) Others
- Deposit with fellow subsidiary 650.00 650.00
- ICD to fellow subsidiary 297.28 150.00
- Advance to suppliers 0.96 2.11
- Prepaid expenses 4.88 5.01
- Advance payment of income tax 179.13 93.85
- Other amounts recoverable 5.31 5.31
TOTAL 1,137.56 906.28
2.18 Other current assets
Intrest receivable 1.90 0.84
Unbilled revenue 322.72 222.31
TOTAL 324.62 223.15
Amount in ` in Lacs
Notes for the year ended March 31, 2015 March 31, 2014
HIGHBAR TECHNOLOGIES LIMITED
CIN No. U72900MH2009PLC197299
2.19 Income from operations
Income from software services and products 3,386.35 2,457.46
Income from sale of software products & licenses 936.99 207.54
TOTAL 4,323.34 2,665.00
2.2 Other Income
Rental income 176.81 169.45
Others 0.45 77.05
Interest received 121.98 93.74
Foreign exchange gain (Net) 32.26 13.74
TOTAL 331.50 353.98
2.21 Cost Of Goods Sold
Cost of goods sold 887.08 194.51
TOTAL 887.08 194.51
2.22 Employees Benefits Expenses
Salary expenses 1,915.64 1,789.55
Contributions to
Exec.super annuation fund 33.37 31.80
Employee state insurance scheme 0.10 0.14
Provident fund 50.01 48.63
EDLI scheme 0.93 0.64
Staff welfare expenses 40.49 43.30
TOTAL 2,040.55 1,914.06
2.23 Finance Cost
Interest 201.07 178.43
TOTAL 201.07 178.43
2.24 Other expenses
Bad Debts 117.66
Provision for doubtful debts - 6.85
Travelling and conveyance 277.54 173.43
Brokerage 3.11 -
Car hire charges 17.98 16.73
Electricity charges 18.94 18.51
Rent 265.75 217.12
Rates and taxes 4.93 1.11
Repairs and maintenance 7.76 3.10
Professional charges 215.10 147.29
Office expenses 84.16 113.64
Stationery, postage, telephone and advertisement 41.32 20.08
Auditors remuneration :
- Audit Fees 3.20 3.29
- Fees paid in other capacity 1.70 -
- Others 0.03 0.10
Miscelleneous expenses 25.39 26.69
TOTAL 1,084.55 747.94
HIGHBAR TECHNOLOGIES LIMITED
CIN: U72900MH2009PLC197299
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS AS AT 31st MARCH 2015. Background
The company carries on the business of developing, designing, buying, selling, importing,
exporting, marketing, dealing in, distributing, licensing, integrating, interfacing, customizing,
implementing, maintaining & supporting services, products, tools, accessories used in the
field of Information Technology.
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES:
1.1 Basis of Accounting
The Company maintains its accounts on accrual basis following historical cost convention to
comply in all material respects with the Accounting Standards notified by Companies
(Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the
Companies Act, 2013 and the Rules(to the extent notified). Management makes estimates and
technical and other assumptions regarding the amounts of income and expenses, assets and
liabilities, and disclosure of contingencies, in accordance with Generally Accepted Accounting
Principles in India in the preparation of the financial statements. Difference between the
actual results and estimates are recognized in the year in which determined.
1.2 Fixed Assets
Fixed assets are stated at cost of acquisition of the assets.
1.3 Depreciation and amortization
Depreciation on Fixed assets is provided:
i. In respect of Building, furniture and fixtures, office equipment, computers, servers
and plant and machinery the useful life is considered as prescribed in Schedule II to
the Companies Act, 2013.
ii. Leasehold improvements are amortized over the period of lease or their estimated
useful lives as determined by the management, whichever is lower.
iii. Intangible assets are amortized on the basis of the useful life based on the
management experience of use of asset.
1.4 Revenue Recognition
i. Revenue from software development on fixed price, fixed time frame contracts,
including system development and integration contracts, where there is no uncertainty
as to measurement or collectability is recognized as per percentage of completion
method. Revenue from last billing date to the Balance Sheet date is recognized as
unbilled revenue.
ii. Servicing revenue is recognized over the term of servicing contract. For sales of
services, revenue is recognized in the accounting period in which the services are
rendered, by reference to stage of completion of the specific transaction and assessed
on the basis of actual services provided as a proportion of the total services to be
provided.
Stage of completion is measured by reference to the proportion that service cost
incurred for work performed to date bears to the estimated total service cost. Service
cost incurred to date excludes costs that relate to future activity on the contract.
Such costs are recognized as an asset and are classified as due from customer (often
classified as work in progress).
iii. Time and material contracts is recognized as and when the related services are
provided.
iv. Annual Maintenance service contracts are recognized proportionately over the period
in which services are rendered.
v. Revenue from sale of user licenses for software applications is recognized on transfer
of the title/product, in accordance with the sales contract. Revenue from product
sales are shown as net of all applicable taxes and discounts.
vi. Provision for estimated losses, if any, on uncompleted contracts are recognized in the
year in which such losses become probable based on the current estimates.
1.5 Taxation
The tax expenses comprise of current tax & deferred tax charge or credited to the profit and
loss account for the year. Current tax is calculated with the tax laws applicable to the current
financial year. The deferred tax charge or credit is recognized using the tax rates and tax
laws that have been enacted by the Balance Sheet date. Where there is unabsorbed
depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual
certainty of realization of such assets. Other deferred tax assets are recognised only to the
extent there is certainty of realization in future. At each balance sheet date, recognised and
unrecognized deferred tax assets are reviewed.
1.6 Employee Benefits
1.6.1 Defined Contribution plan
Contribution to provident fund & superannuation fund is accounted on an accrual
basis.
1.6.2 Defined Benefit plan
Gratuity is charged to revenue on the basis of actuarial valuation.
1.6.3 Other Benefits
Short term and long term compensated absences are provided for based on actuarial
valuation. The actuarial valuation is done as per projected unit credit method. The
obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined
benefit plans, is based on market yields on Government Securities as at the Balance
Sheet date, having maturity periods approximating to the terms of the related
obligations.
1.7 Provisions and Contingent Liabilities
Provisions involving substantial degree of estimation in measurement are recognized when
there is a present obligation as a result of past events and it is probable that there will be an
outflow of recourses. Contingent liabilities are not recognized but are disclosed in the notes.
1.8 Investments
Investments are classified as Non-current and current investments. Non-current investments
are shown at cost or written down value (in case of other than temporary diminution) and
current investments are shown at cost or market value whichever is lower.
1.9 Foreign Currency Transactions
i.Current assets and current liabilities are translated at the exchange rate prevailing on
the last day of the year.
ii.Gains or losses arising out of remittance/transaction at the year–end are credited /
debited to Profit & Loss account for the year.
iii.Foreign exchange transactions are converted into Indian rupees at the prevailing rate
on the date of the transaction.
NOTE 2: NOTES TO ACCOUNTS
2.25 Contingent liabilities
As per implementing regulation of Free zone establishment in Dubai, the company requires to honour the claim for employee’s visa guarantee issue.
2.26 Retirement Benefits
The required disclosure under the Revised Accounting Standard 15 is given below 2.26.1 Change in Benefit obligation during the year ended March 31, 2015.
(Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Present value of
Benefit obligation at the beginning of the year.
89.78 83.17 64.95 66.04
2. Service Cost 15.36 14.72 14.34 13.75
3. Interest Cost 7.54 6.19 5.18 4.51
4. Actuarial (Gain)/Loss on obligation
(9.02) (6.57) (4.27) (3.00)
5. Benefits paid (6.18) (7.74) (10.83) (16.35)
6. Present value of Benefit obligation at the Closing of the year.
97.48 89.78 69.38 64.95
2.26.2 Actuarial Gain/Loss Recognized (Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Actuarial (Gain)/Loss
for the period- obligation
(9.02) (6.57) (4.27) (3.00)
2. Actuarial (Gain)/Loss for the year-Plan Assets
- - - -
3. Total (gain)/loss for the year
(9.02) (6.57) (4.27) (3.00)
4. Actuarial (Gain)/Loss recognized in the year
(9.02) (6.57) (4.27) (3.00)
5. Unrecognized actuarial (Gain)/Loss at the end of year
- - - -
2.26.3 Amount recognized in the Balance Sheet as at March 31, 2015. (Rs. in Lacs)
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Present value of
obligation at the end of the year 31.03.2015
97.48
89.78
69.38
64.95
2. Fair value of plan Assets as at March 31, 2015.
-
-
-
-
3. Liability recognized in the Balance Sheet as on year end.
97.48
89.78
69.38
64.95
4. Current Liability 29.02 32.84 30.20 34.62
5. Non Current Liability 68.46 56.94 39.18 30.33
2.26.4 Expenses recognized in the statement of Profit and Loss Account for the year
March 31, 2015. (Rs. in Lacs)
Sr.No. Particulars
Gratuity (Funded)
2015
Gratuity (Funded)
2014
Leave Encashment
2015
Leave Encashment
2014 1. Current Service Cost 15.36 14.72 14.35 13.75
2. Interest Cost 7.54 6.19 5.18 4.51
3. Expected return on plan assets
- - - -
4. Net Actuarial (gains) and losses
(9.02) (6.57) (4.27) (3.00)
5. Expenses recognized in the statement of Profit and Loss
13.88 14.34 15.26 15.27
2.26.5 Actuarial assumption
Sr.No. Particulars
Gratuity 2015
Gratuity 2014
Leave Encashment
2015
Leave Encashment
2014 1. Discount Rates 7.80% 8.70% 7.80% 8.70%
2. Salary Escalation 7.50% 7.50% 7.50% 7.50%
3. Expected average remaning working lives of employees (in years).
3.01 2.97 2.87 2.97
2.27 Disclosure in accordance with Accounting Standard -18 Related Party Transaction Name of the Related Parties & Nature of Relationship 2.27.1 Holding Company
Hindustan Construction Company Limited 2.27.2 Fellow Subsidiaries
1. Western Securities Limited
2. HCC Real Estate Limited
3. Panchkutir Developers Limited
4. HCC Mauritius Enterprises Limited 5. HCC Construction Limited 6. HCC Mauritius Investments Limited 7. HCC Infrastructure Company Limited
2.28.1 Transaction with Related Parties during the Year: (Amount in ` in Lacs)
Nature of Transactions 31st March
2015 31st March
2014
Transactions during the year
a) Inter Corporate deposits received
HCC Real Estate Limited 0.00 60.00
b) Inter Corporate deposits Repaid
Hindustan Construction Company Limited 0.00 38.00
HCC Real Estate Limited 0.00 410.00
c) Inter Corporate deposits Given
HCC Real Estate Limited 147.28 150.00
d) Interest paid
Hindustan Construction Company Limited
28.18 33.31
HCC Real Estate Limited 0.00 12.85
Nature of Transactions 31st March
2015 31st March
2014
e) Interest Earned
HCC Real Estate Limited 112.02 81.37
f) Rendering of services
Hindustan Construction Company Limited 724.48 667.18
Lavasa Corporation Limited 117.67 89.06
HCC Real Estate Limited 3.73 9.55
HCC Concessions Limited 0.00 4.00
Nirmal BOT 9.87 9.86
Badarpur Faridabad Toll ways Limited 0.78 0.75
Dhule Palesner Tollway Ltd. 9.61 8.74
Steiner India Limited 15.97 9.67
DMRC CC-34 (Alpine - Samsung - HCC Joint Venture)
20.24 50.73
Full Spectrum Adventure Limited
0.00 1.93
Steiner AG 566.45 0.00
g) Expenses incurred during the Year
Hindustan Construction Company Limited 206.81 201.96
Vikhroli Corporate Park Pvt Ltd 161.29 148.60
Hincon Technoconsult Limited 0.00 6.87
h) Outstanding Balance as at 31.03.2015
(1) Equity Share Capital Outstanding at Face Value :
Hindustan Construction Company Limited 625.00 625.00
(2) Inter Corporate Deposits Received
Hindustan Construction Company Limited 208.74 208.74
(3) Inter Corporate Deposits Given
Nature of Transactions 31st March
2015 31st March
2014
ICD to HCC Real Estate Limited 297.28 150.00
(4) Interest Receivable
HCC Real Estate Limited 0.00 81.37
(5) Receivables Balances at the Year End
Lavasa Corporation Limited 103.08 14.02
Badarpur Faridabad Tollway Ltd. 0.15 0.07
HCC Concessions Limited 0.00 4.49
Steiner India Limited 5.83 6.24
Nirmal BOT 1.88 0.93
Dhule Palesner Tollway Ltd. 1.70 1.07
HCC Real Estate Limited 18.20 39.91
DMRC CC-34 (Alpine - Samsung - HCC Joint Venture)
0.53 6.87
(6) Payable Balances at the Year End
Vikhroli Corporate Park Pvt Ltd 88.72 76.25
Hincon holding Limited 1.83 2.35
Hindustan Construction Company Limited 168.67 132.49
(7) Deposit
Vikhroli Corporate Park Pvt Ltd 60.28 60.28
HCC Real Estate Limited 650.00 650.00
(8) Corporate Guarantee taken and outstanding
HCC Real Estate Limited 2200.00 2200.00
(9) Bank Guarantee taken and outstanding
Hindustan Construction Company Limited 100.00 0.00
2.28.2 Transaction with Key Management Personnel during the Year: (Rs. in Lacs)
Nature of Transactions 31st March
2015 31st March
2014
Remuneration paid to Key Management Personnel 153.44
N.A
2.29 Details of Foreign Currency earning & expenditure (Rs. in Lacs)
Nature Particulars 31st March 2015
31st March 2014
Earning Rendering of IT Services 1,445.81 528.47 Expenditure Foreign Travel Expenses 31.64 0.00
2.30 Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006. As per
requirement of Section of 22 of Micro, Small & Medium Enterprises Development Act, 2006 following information is disclosed:
The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
S.No
Particulars
31st March 2015
31st March 2014
Rs. Rs.
(i) Principal amount remaining unpaid to any supplier as at the end of each accounting year.
Nil Nil
(ii) Interest due on (i) above remaining unpaid Nil Nil
(iii) Amounts paid beyond the appointed day during the accounting year
Nil Nil
(iv) Interest paid on (iii) above Nil Nil
(v) Interest due and payable on (iii) above Nil Nil
(vi) Interest accrued and remaining unpaid at the end of the accounting year
Nil Nil
(vii) Interest remaining unpaid of the previous years for the purpose of disallowance under the Income Tax Act, 1961
Nil Nil
2.31. Major components of Deferred Tax Assets and Deferred Tax Liabilities:
(Rs. in Lacs)
Particulars 2014-15 2013-14
Assets
Leave Encashment & Gratuity 51.80 49.92
Carry forward losses 157.49 237.64
Doubtful Debts 4.40 4.11
Particulars 2014-15 2013-14 Liability
Depreciation (18.04) (8.77)
Sec. 35D Allowance (0.39) (0.77)
Deferred Tax Assets (Net) 195.26 282.13
The company has provided for current year taxes based on book profit. 2.32 Earnings per Share
2014-15 2013-14
a. Net Profit / ( Loss ) after Tax available for Equity Share holders
298.37
(53.87)
b. Weighted average of Number of Equity Shares (for Basic & Diluted EPS)
62.50
62.50
c. Basic & Diluted earnings per Share 4.77 (0.86)
d. Face Value per Share 10 10
2.33 Segment Information
The Company has disclosed Business Segment as the primary segment. Segments have been
identified taking into account the nature of activities of the company, its subsidiary, the
differing risks and returns, the organization structure and internal reporting system.
The Company operations predominantly relate to “Sale of Product and Licenses” and
“software services”
The Segment Revenue and Segment Results include respective amounts identifiable to each of
the segments and also amounts allocated on a reasonable basis.
Assets including Fixed Assets used in the Company’s business or liabilities contracted have not
been identified to any segment as the assets and services are used interchangeably between
segments. Accordingly no disclosure relating to total segment assets and liabilities is made.
This being the first year for applicability of Segment reporting the previous year figures are
not provided.
Information about Primary Business Segments
(Rs. In Lacs)
Product Services
Unallocated Total
Revenue External Sales 936.99 3,386.35 - 4,323.34
Add: Intersegment sales - - - -
Total Segment revenue 936.99 3,386.35 - 4,323.34
Less: Elimination - - - -
Total 936.99 3,386.35 - 4,323.34
Profit before Interest & unallocable expenses 49.91 357.94 - 407.85
Interest (Net of Interest Income) (79.09) (79.09)
Unallocable income(net) 54.60 54.60
Profit before tax 49.91 357.94 (24.49) 383.36
Information about Secondary Business Segments (geographical segments)
(Rs. In Lacs)
2.34 Previous year figures have been regrouped / recast wherever necessary. As per our report attached For & on behalf of Board of Director
For MEHTA & PAI Chartered Accountants FRN. -11359W Arun Karambelkar Director DIN: 02151606 Arun Pai Shalaka Gulabchand Dhawan Partner Director Membership No. 44695 DIN: 00011094 Praveen Sood Satish Pendse Director Chief Executive Officer DIN: 00018013
Sandeep Gurav Company Secretary Mumbai, Dated :28/04/2015 Mumbai, Dated :28/04/2015
Particulars India Middle East Others Total
Revenue 2,877.53 879.36 566.45 4,323.34
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014
CIN: U72900MH2009PLC197299 Name of the company: Highbar Technologies Limited Registered office: Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai – 400083
Name of the member(s): Registered address: E-mail Id: Folio No/ Client Id: DP ID: No. of shares held: I/We, being the member (s) of ……………… shares of the above named company, hereby appoint 1 Name: Address: E-mail Id: Signature: or failing him 2 Name: Address: E-mail Id: Signature: or failing him 3 Name: Address: E-mail Id: Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 6th Annual General meeting of the company, to be held on Monday, 13th day of July, 2015 at 03:30 p.m. at Hincon House, 11th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (west), Mumbai - 400083 and at any adjournment thereof in respect of such resolutions as are indicated below: All Resolutions/ Mention Resolution number(s): ……………………………………. Signed this…… day of……… 2015 Signature of shareholder: …………………………………… Signature of Proxy holder(s): ……………………………….
Affix Revenue Stamp
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
