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In case of the following items shown as intangible Assets / inventory, no provision for impairment of assets has been made in accordance with Ind AS 36 n(a) Intangible Assets under development - Rs. 56.44 Crores (Software development); n(b) Software rights - Rs. 7.30 crores; n(c) Opening Stock (source code) Rs. 62.22 crores; nIn the absence of valuation reports of above assets, the extent of impairment and its impact on profit and loss account, reserves and surplus is not ascertained n |
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(1 (a), (b) & (c)) In the opinion of the management matter regarding valuation of intangible assets, inventory including capital in work in progress, software rights as also any possible impairment needs to be seen in the context of the peculiar nature of the software industry and the prevailing circumstances. The management is confident that these assets will fetch more value than the cost incurred once the business environment stabilizes. The management has therefore not considered any provision on account of impairment of intangible assets. |
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Investments in subsidiaries amounting to Rs. 61.69 Crores - There are no operations in these overseas subsidiaries and no audit of accounts have been done and no updated information has been received. No provision has been made for the shortfall in value of the investments in accordance with IND AS 36 |
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The management is making efforts to revive the business of subsidiaries and feels confident that investment made in subsidiaries will be realized. It has therefore not made any provision on account of impairment in value of investment in subsidiaries. |
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The Company has shown in the balance sheet, bank balances in Banco Efisa (Lisbon Portugal) amounting to Rs. 347,892,163 (USD 8,883,210,75) which the bank has adjusted and the matter is in the court of law. Consequently the bank balances shown in balance sheet are overstated by Rs. 347,892,163/- The above bank balance relates to FY 2008-09 which is treated as a current asset. No provision has been made for the possible loss on account of the same. |
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The company has filed a civil suit bearing No. 2446/12.2TVLSB before the 10th Lower Court of Lisbon, Portugal and the same is pending adjudication. The Company has no additional explanation to offer as the matter is sub-judice. |
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Other non-current assets include other loans and advances of Rs. 222.21 Cr. which are considered to be good for recovery. However as the terms and conditions regarding these loans have not been provided to us we are unable to ascertain and comment on the extent of realizability of this asset |
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The loans & advances include a sum of Rs. 220 Crores advanced by the Company for establishing a Data Centre at Bareilly. However, the builder Company could not develop the data center. The management of the company has initiated settlement with the builder and expects to recover the amount. Further these loans and advances are made in the normal course of business which are considered to be good for recovery; |
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The Company had increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period from FY-2010 -11 to FY 2012-13. However necessary form i.e. Form SH-7 (Earlier Form-2) could not be filed and appropriate fees could not be paid. By the time the Company could file Form SH-7, the Companies Act, 1956 was replaced by The Companies Act, 2013 and accordingly the Companies (Registration office and fees) Rules, 2014 came into effect from 1st April 2014. According to these rules, the fees payable on increase in Authorised Capital increased many fold. Though the company had increased the Authorised capital during the FY 2010-11 to 2012-13, but the company was asked by the authorities to pay the pay in terms of the provisions of Companies Act, 2013 and not under the Companies Act, 1956. Representations were made with the Ministry of Corporate Affairs, but did not bore any fruit hence The Company filed writ petition before the Honble Delhi High Court which was dismissed vide order dated 15/01/2019, Aggrieved by the orders passed by the Honble Delhi High Court, the company had preferred Special Leave Petition (SLP) before the Honble Supreme Court of India. The Honble Supreme Court vide its order dated 7th November 2023 has dismissed the said SLP. Upon dismissal of the said SLP, the ROC fees in terms of provisions of Companies Act, 2013 has become due and payable. The company has already provided for The normal Fees of Rs. 16,252,500.00 and additional fees of Rs. 61,862,728.36 as on 31st March 2024 as per the provisions of Companies Act, 1956. In terms of the provisions of the Companies (Registration Office and Fees) Rules, 2014, the normal fees and Additional fees computed is Rs. 24,378,750.00 and Rs. 121,160,106.80 respectively. As on 31st March 2025 provision amounting to Rs. 81,26,250/- and Rs. 5,92,97,378/- towards normal fees and Additional Fees i.e. the difference between the fees computed as per the Companies Act, 1956 and fees computed as per Companies Act, 2013 has been made. Out of the additional fees amounting to Rs. 5,92,97,378/-, Rs. 8,776,350.00 relate to the current financial year and Rs. 50,521,028.45 relates to previous financial years. The Fees and the additional fees provided are appearing under the head Current Liabilities. There is no further impact on the financial statements of the Company. |
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The Company has, upon dismissal of SLP by the Honble Supreme Court, is in discussion with the Legal Expters w.r.t. the orders / verdict passed the HOn'ble Supreme Court in the matter of fees payable to RoC. The company intends to take appropriate action as per the advice received from the legal experts. |
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Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 lacs and interest thereon is still payable although provided for in the books of accounts by the company. |
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Provision has already been made in the Books of accounts for the amount of Income Tax payable for the AY 2013-14. As such this liability has no further impact on the profits / retained earnings of the reported period of the Company. |
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The Company has considered sundry debtors of Rs. 3,482.40 Lacs due for more than six months as good. However in the opinion of auditors there should be a regular process of identification and making provision for bad and doubtful debts. Such a process has not been followed. The auditors are unable to comment on the extent of un-provided bad and doubtful debts and their impact on loss and reserves. . |
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The Company has considered sundry debtors of Rs. 3482.40 lacs due for more than six months as good. However in the opinion of auditors there should be regular process of identification and provision for bad and doubtful debts and the same is being considered by the management. |
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SEBI investigated the GDR issue of the Company and SEBI vide its order dated 6th March 2020 restrained the company from accessing the securities market and further prohibited from buying, selling or dealing in securities, directly or indirectly, in any manner whatsoever or being associated with the securities market in any manner whatsoever, till compliance with directions contained in the said order, and for an additional period of 2 years from the date of bringing back the money. Further SEBI vide its order dated 27.11.2020 had imposed a penalty of Rs. 10,00,00,000/- (Rupees Ten Crores) on the Company. Since the penalty has not been paid, SEBI has also frozen the Bank Accounts of the Company. Against the said orders of SEBI the Company filed appeals before the Honble Securities Appellate Tribunal (SAT). SAT vide order dated 27/09/2023 has reduced the penalty from Rs. 10,00,00,000/- to Rs. 25,00,000/-. The review filed against the said order of SAT was dismissed vide order dated 8th December 2023. Aggrieved by the said order the Company had filed Special Leave Petition before the Honble Supreme Court of India. The Honble Apex Court vide its order dated 16th April 2024 dismissed the said Appeal. The Review Petition filed before the Honble Apex Court was also dismissed vide order dated 26th September 2024. The company has not paid the penalty amount of Rs. 25.00 lacs, as of the date of this Audit Report, but necessary provision w.r.t. to the penalty of rs. 25 lacs has been made in the books which appear under the head Current Liabilities, however, provision w.r.t. interest @ 12% p.a. from November 2020 to March 2025 aggregating to Rs. 13.25 lacs (out of which Rs. 3.00 lacs for FY 2024-25) has not been provided in the Books. To the extent of Rs. 13.25 lacs the losses are under stated. |
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The Company's Review Petition filed before the Hon'ble Supreme Court of India has been decided vide order dated 26th September, 2024. The management is in discussion with its lawyers/legal for exploring the possibility of filing a Curative Petition before the Hon'ble Supreme Court. Future Course of action will be taken as advised by Legal Experts. Further Company is transacting its business through short term borrowings from the Promoters. Decision on penalty imposed by SEBI would be taken once future course has been decided however the penalty of Rs. 25.00 lacs and Interest on the said penalty amount of Rs. 10.25 lacs is being shown under Contingent Liability. |
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Listing fees for FY 2023-24 & 2024-25 to NSE and BSE amounting to Rs. 17.42 lacs & Rs. 15.68 lacs respectively is due and outstanding. Since the Listing Fees has not been paid the demat accounts of promoters have been frozen by the Exchanges in terms of the provisions of Chapter VII, Section VII(A) of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023 (Erstwhile SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020). In terms of the invoices raised by the exchange, the delay in payment of Annual Listing Fees attracts interest @ 18% p.a. by NSE and 12% p.a. by BSE. Provision for interest on the outstanding Annual Listing Fees amounting to Rs. 727,798.78 and Rs. 360,375.89 to NSE and BSE respectively has not been made. |
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Due to paucity of funds, the Listing fees to NSE & BSE has not been paid. The Company is arranging funds for its payment. The Company has also made representation with NSE and BSE for certain waivers and their response is awaited |
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Custodial Charges to CDSL & NSDL for FY 2023-24 and 2024-25 amounting to Rs. 104.21 lacs & Rs. 14.83 lacs respectively is outstanding due to which the depositories have blocked Benpos data. The Company has raised disputes with the Depositories and has made representations with the Depositories & SEBI. Further, the delay in payment of Annual Custodial Charges to the depositories attracts interest @ 12% p.a. Since the company has disputed the charges being charged by the Depositories hence no provision towards Annual Custodial Charges has been made in the books of account w.r.t. Custodial charges payable to CDSL & NSDL hence losses of the company to the extent of Rs. 119.04 lacs (being Annual Custodial Charges for FY 2023-24 & 2024-25) are under stated. However, company has disclosed the said liability under the head Contingent Liability in the Financial Statements. |
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As regards non-payment of custodial charges to CDSL & NSDL, the company has raised dispute with regard to the quantum of fees being charged. The Company has filed a writ petition before the Hon'ble Delhi high Court agaist SEBI, the Depositories (CDSL and NSDL) & Stock Exchanges (NSE and BSE) vide diary No. E-6124659/2024 dated 18.12.2024 and the matter is now sub-judice. |
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Consequently Annual General Meeting of the Company which was scheduled to be held on or before 30th December 2023 (the extended time) for FY 2022-23 and on or before 30th September 2024 for FY 2023-24 had not been convened which is in contravention of the provisions of sections 96, 97 & 98 of the Companies Act, 2013 which is punishable under section 99 of the Companies Act, 2013. Consequently, the Audited financial statements of the Company for the FY 2022-23 and 2023-24 are not adopted by Shareholders of the Company till the date of the Audit Report for the FY 2024-25. |
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In respect of default in holding Annual General Meeting, it is submitted that the Depositories have blocked Benpos due to which shareholder data could not be downloaded hence notices of Annual General Meeting could not be sent and consequently Annual Report could not be submitted with the stock Exchanges; Since Benpos data has not been made available the shareholding Pattern for the quarter ended 30/09/2023, 31/12/2023 ,31/03/2024, 30/06/2024,30/09/2024, 31/12/2024 & 31/03/2025 could not be submitted with the Stock Exchanges. Representation has been made with the stock exchanges for waiver of the penalty. In addition, the company has also filed Writ Petition before the Hon'ble Delhi High Court vide Diary No. E-6124659/2024 dated 18.12.2025 and the matter is being considered by the Hon'ble High Court. |
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Consequently Shareholding Pattern for the quarter ended 30/09/2023; 31/12/2023 ,31/03/2024, 30/06/2024, 30/09/2024, & 31/12/2024 pursuant to the provisions of Regulation 31(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has not been filed which has led to imposition of fine/penalty by the Stock Exchanges where the shares of the Company are listed, in terms with the provisions contained in CEBI Circulat bearing no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020. As on the date of preparing this report, the Shareholding Pattern for the quarter ended 31st March 2025 has not been filed. |
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In respect of default in holding Annual General Meeting, it is submitted that the Depositories have blocked Benpos due to which shareholder data could not be downloaded hence notices of Annual General Meeting could not be sent and consequently Annual Report could not be submitted with the stock Exchanges; Since Benpos data has not been made available the shareholding Pattern for the quarter ended 30/09/2023, 31/12/2023 ,31/03/2024, 30/06/2024,30/09/2024, 31/12/2024 & 31/03/2025 could not be submitted with the Stock Exchanges. Representation has been made with the stock exchanges for waiver of the penalty. In addition, the company has also filed Writ Petition before the Hon'ble Delhi High Court vide Diary No. E-6124659/2024 dated 18.12.2025 and the matter is being considered by the Hon'ble High Court. |
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The company has not submitted an Annual Report to the Stock Exchanges pursuant to the provisions of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) regulation 2015, consequently the Stock Exchange has imposed a fine of Rs. 2,64,320/- (including GST @ 18%) each upto 31.03.2024 pursuant to the provisions of Chapter VII, Section VII(A) of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023 (Erstwhile SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020) has not been provided in the Books of Accounts. |
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In respect of default in holding Annual General Meeting, it is submitted that the Depositories have blocked Benpos due to which shareholder data could not be downloaded hence notices of Annual General Meeting could not be sent and consequently Annual Report could not be submitted with the stock Exchanges; Since Benpos data has not been made available the shareholding Pattern for the quarter ended 30/09/2023, 31/12/2023 ,31/03/2024, 30/06/2024,30/09/2024, 31/12/2024 & 31/03/2025 could not be submitted with the Stock Exchanges. Representation has been made with the stock exchanges for waiver of the penalty. In addition, the company has also filed Writ Petition before the Hon'ble Delhi High Court vide Diary No. E-6124659/2024 dated 18.12.2025 and the matter is being considered by the Hon'ble High Court. |
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The Company has received Show cause Notice (SCN) bearing no. NSE/LIST/C120241425 dated December 16, 2024 from NSE to Show Cause as to why the shares of the Company be not delisted in terms of regulations contained in Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2011. The said SCN was appropriately replied on 6th January 2025 by the Company. Thereafter NSE had published a public notice in Business Standard on 6th February 2025 in compliance with the said delisting regulations though without informing the Company. The Company took note of the same and the company vide its letter dated 21st February 2025 sought an opportunity of personal hearing. The said request was acceded to by NSE and NSE vide its email dated 18th March 2025 requested the company and its promoter to attend the meeting of the De-listing Committee scheduled for 7th April 2025. Since the daughter of Mr. Peeyush Aggarwal was to get married during this period hence requested the exchange to reschedule the meeting after 27th April 2025 which has been acceded by NSE, however the date of De-listing Committee meeting is yet to be provided by NSE. |
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The Company has replied the Show Cause Notice dated 16th December, 2024 on 6th January 2025 . Thereafter NSE had published a public notice in Business Standard on 6th February 2025 in compliance with the said delisting regulations though without informing the Company. The Company took note of the same and the company vide its letter dated 21st February 2025 sought an opportunity of personal hearing. The said request was acceded to by NSE and NSE vide its email dated 18th March 2025 requested the company and its promoter to attend the meeting of the De-listing Committee scheduled for 7th April 2025. Since the daughter of Mr. Peeyush Aggarwal was to get married during this period hence requested the exchange to reschedule the meeting after 27th April 2025 which has been acceded by NSE, however the date of De-listing Committee meeting is yet to be provided by NSE. |
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Mr. Peeyush Kumar Aggarwal, was managing Director of the Company till 9th August 2024 on which date he resigned from his post. The Company since then has not appointed Managing Director or CEO. The non-appointment of Managing Director or CEO attracts penalty on the company and the Directors and KMPs in terms of the provisions of section 203 of the Companies Act, 2013. |
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The Board of Directors on the recommendation of Nomination & Remuneration Committee has appointed Mr. Ram Niwas Sharma as a Chief Executive Officer of the Company w.e.f., 21.05.2025 for a period of five years. |
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