21 Dec 2009 14:00
21 December 2009
MORTICE LIMITED
Interim Results
Mortice Ltd (AIM:MORT) ("Mortice" or the "Company")), the AIM listed security and facilities management company based in India, today announces its interim results for six months ended 30 September 2009.
Operational highlights
Acquisition of Rotopower Projects Private Limited ("Rotopower") and integration into the Company's facilities management business
Appointment of key senior professionals to further the Group's strategic objectives including:
Chief Executive Officer for the Company
Managing Director for Peregrine Guarding Private Limited ("Peregrine"),
Post the period under review, the Company has won 84 new contracts across its subsidiaries
Company now provides services in 29 of 35 states in India
Facilities Management Services
20 new contracts for facilities management services signed post the period under review
Total area of approximately eight million square feet area under management
Expanded operations to new territories including all states of Eastern India.
Guarding Services
64 new Guarding contracts signed post period under review
Financial highlights
Revenues increased to US$ 13.64 million, an increase of 16.0% (30 September 2008: US$ 11.69 m)
Guarding Revenues income increased to US$ 11.03 million (30 September 2008: US$ 10.95 million)
Facilities Management Revenues US$ 2.31million (30 September 2008: US$ 0.40m) an increase of 477.5%
Gross Margin of 17.0%
In the six months ended 30 September 2009, the Company's revenues have grown 16% in USD terms. Considering the impact of the global economic slowdown which has led to cautious spending by our customers, the Directors believe this growth in revenues is commendable. The revenue growth, when analysed in Indian rupee terms, has been 32.3%, which is a reflection of the weakening of the Indian Rupee against the US dollar during the period under review. It is important to note that all the Company's revenues are received in INR along with almost all expenses and hence the Company doers not incur any capital loss due to currency fluctuations.
Manjit Rajain, Executive Chairman, commented:
"We have achieved significant progress in the marketplace and our differentiated model of Facilities Management ("FM") is creating waves in the market. Our first acquisition, Rotopower has successfully been integrated into the Group and has had a positive profit contribution. Following the first six months post the acquisition, we have not had any customer attrition, nor is any loss of key management and growth picking up. The financial loss reported is mainly on account of the investments which have been made in the FM business. After the recent announcement by Indian Government confirming GDP growth of 7.9%, customer sentiment is improving and the Directors believe that Mortice will be a key beneficiary of a rebound of the positive sentiment in the marketplace."
The Unaudited Condensed Consolidated Interim Financial statements of the Company for the period ended 30 September 2009 are presented below and a full version of these will be available on the Company's website www.morticegroup.com.
For further information please contact:
| Mortice Ltd | ||
| Manjit Rajain, Executive Chairman | Tel: +91 981 800 0011 | |
| Vaibhav Dayal, Group CEO | Tel: +91 981 867 0003 | |
| Grant Thornton Corporate Finance (NOMAD) | ||
| Fiona Kindness / Robert Beenstock | Tel: +44 207 383 5100 | |
| Seymour Pierce Ltd (Broker) | ||
| Sam Tully / Nandita Sahgal | Tel: +44 207 107 8000 | |
| Pelham PR | ||
| Archie Berens | Tel : +44 207 3371509 / +44 7802 442486 |
Chairman's Statement
Despite the recessionary global economic environment in the first six months of the financial year 2009, Mortice has had an eventful year, which included winning a contract for providing a complicated and diverse range of FM services for one of the largest financial management companies in the world, securing as a client one of the largest telecom companies in India for the provision of Guarding services and the acquisition of an Indian FM company based in Delhi. During the period the Company's revenues for each of its business segments grew significantly. However, the Company's bottom-line performance was impacted by the recessionary environment, putting pricing pressure on the Guarding business. Continued investment into the FM business was also a factor. An increase of 16% in revenues in US$ terms and 32.3% in Indian Rupee terms shows that the market regards Mortice and its group companies at the forefront of guarding and FM business and believes in the differentiated service offerings we provide. Mortice has built its business over the years with a strong focus on retaining existing customers, in addition to winning new clients. Given the general recessionary economic environment and the impact on our customer's own businesses, we supported them by absorbing the pricing pressures. We believe this is a short term investment we have made in building long term customer relationships which will yield benefits to us in times to come.
Our investment in acquiring Rotopower is exactly on target. After raising money from AIM as part of our initial flotation, we patiently waited for a whole year to identify and acquire the right company. We acquired Rotopower, which has an excellent competency in engineering services and is a company retained by close to 100 customers, including several of the largest brands in the country. Rotopower today makes a positive contribution to bottom-line of Mortice and has been integrated well into the Company. Six months after its acquisition, Rotopower has not lost any senior management nor any key clients as a result of acquisition. Tenon and Rotopower are working together closely and creating more opportunities for the Company in the marketplace. Additionally, cross-selling of services between Rotopower, Tenon and Peregrine has now commenced and the Director's believe this will bring out further synergies in the near future.
The Company has introduced excellent leadership at the top level with Mr. Vaibhav Dayal taking over as Chief Executive Officer for the Company. He brings with him an outstanding track record of 18 years including global experience of close to a decade in leading services businesses. Vaibhav is steering the business in the right direction by bringing the right combination of energy, management practices and scalability into all of our businesses. Our flagship business Peregrine is now headed by Brigadier Rajan Oberoi as Managing Director of Peregrine. Brigadier Oberoi is celebrated officer of the Indian Army with strong understanding of security functions. Brigadier Oberoi led the formation in 1985 of the Black Cats, a special response unit of the National Security Guards primarily utilised for counter-terrorism activities, which he went on to lead as Force Commander. Brig. Oberoi holds several military awards from his time in service including the prestigious President's Police Medal for Gallantry and a Vishisht Seva Medal .
Today the world is watching India making rapid strides in its economic growth. Recently, the Indian government has declared GDP growth rate of 7.9% giving a strong signal to customer sentiment and an unlocking of spending that had previously been held back. The Directors believe that, with the Indian economy showing signs of recovery coupled with an increase in the deal flow, the long term prospects of the Company remain positive.
Unaudited Condensed Consolidated Statements of Financial Position
(All amounts in United States Dollars, unless otherwise stated)
| Notes | As at 30 September 2009 | As at 31 March 2009 | As at 30 September 2008 | |
| ASSETS | ||||
| Non current assets | ||||
| Goodwill | 5 | 1,056,341 | - | - |
| Other intangible assets | 459,871 | 13,631 | - | |
| Property, plant and equipment (net) | 934,174 | 663,532 | 619,628 | |
| Deferred tax assets (net) | 908,482 | 618,853 | 405,183 | |
| Restricted cash | 175,234 | 111,933 | 23,285 | |
| Other assets | 72,231 | 88,897 | 190,764 | |
| Total non- current assets | 3,606,333 | 1,496,846 | 1,238,860 | |
| Current assets | ||||
| Inventories | 72,463 | 67,262 | 9,805 | |
| Trade receivables (net) | 6,271,354 | 4,630,997 | 4,557,232 | |
| Advance taxes | 488,542 | 357,819 | - | |
| Related party receivables | 668,112 | 667,152 | 1,896,319 | |
| Other current assets | 710,889 | 592,555 | 384,628 | |
| Cash and cash equivalents | 1,035,028 | 3,253,140 | 4,055,614 | |
| Total current assets | 9,246,388 | 9,568,925 | 10,903,598 | |
| Total assets | 12,852,721 | 11,065,771 | 12,142,458 | |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Equity attributable to owners of the Company | ||||
| Share capital | 9,555,312 | 9,555,312 | 9,558,455 | |
| Accumulated losses | (2,814,508) | (2,294,341) | (1,225,230) | |
| Stock compensation reserve | 23,608 | |||
| Currency translation reserve | (811,633) | (1,076,249) | (693,192) | |
| Minority interest | 922 | |||
| Total equity | 5,929,171 | 6,184,722 | 7,664,563 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Retirement benefit obligations | 223,734 | 124,958 | 117,657 | |
| Finance lease obligations, excluding current portion | 136,896 | 78,812 | 94,684 | |
| Long-term borrowings, excluding current portion | 57,754 | 151,820 | 181,759 | |
| Deferred consideration | 260,773 | - | ||
| Total non-current liabilities | 679,157 | 355,590 | 394,100 | |
| Current liabilities | ||||
| Trade payables and other payables | 4,506,079 | 3,081,586 | 2,864,456 | |
| Bank overdraft | 1,542,695 | 1,241,451 | - | |
| Related party payables | 11,289 | 51,444 | 1,046,445 | |
| Current portion of finance lease obligations | 86,703 | 60,760 | 53,221 | |
| Current portion of long term borrowings | 97,627 | 90,218 | 82,575 | |
| Provision for taxation | 37,098 | |||
| Total current liabilities | 6,244,393 | 4,525,459 | 4,083,795 | |
| Total liabilities | 6,923,550 | 4,881,049 | 4,477,895 | |
| Total equity and liabilities | 12,852,721 | 11,065,771 | 12,142,458 |
Unaudited Condensed Consolidated Income Statements
(All amounts in United States Dollars, unless otherwise stated)
| For six months ended 30 September 2009 | For six months ended 30 September 2008 | ||||||
| Revenues | |||||||
| Service income | 13,574,300 | 11,620,473 | |||||
| Other income | 66,100 | 71,701 | |||||
| Total | 13,640,400 | 11,692,174 | |||||
| Expenses | |||||||
| Material cost | 220,434 | 181,760 | |||||
| Employee costs | 12,644,765 | 10,790,186 | |||||
| Listing expenses | - | 1,428,393 | |||||
| Depreciation and amortisation | 171,551 | 75,467 | |||||
| Finance costs | 215,123 | 71,700 | |||||
| Other expenses | 1,053,121 | 1,016,836 | |||||
| Total | 14,304,994 | 13,564,342 | |||||
| Loss before tax | (664,594) | (1,872,168) | |||||
| Income tax credit | (144,427) | (12,725) | |||||
| Loss for the period | (520,167) | (1,859,443) | |||||
| Loss attributable to | |||||||
| - Owners of the Company | (520,167) | (1,857,871) | |||||
| - Minority share in losses | - | (1,572) | |||||
| Loss per share | |||||||
| Basic and diluted | (0.01) | (0.04) |
(The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements)
Unaudited Condensed Consolidated Statements of Comprehensive Income
(All amounts in United States Dollars, unless otherwise stated)
| Six months ended 30 September 2009 | Six months ended 30 September 2008 | ||||||
| Loss for the period | (520,167) | (1,859,443) | |||||
| Exchange differences on translating foreign operations | 264,616 | (677,911) | |||||
| Total comprehensive loss for the period | (255,551) | (2,537,354) | |||||
| Loss attributable to | |||||||
| - Owners of the Company | (255,551) | (2,535,782) | |||||
| - Minority share in losses | - | (1,572) | |||||
(The accompanying notes are an integral part of these unaudited condensed consolidated
interim financial statements)
Unaudited Condensed Consolidated Statements of Changes in Equity
(All amounts in United States Dollars, unless otherwise stated)
| Equity attributable to shareholders of the Company | Total stockholders' equity | ||||||
| Share capital | Stock compensation reserve | Currency translation reserve | Retained earning/ (accumulated losses) | Minority interest | |||
| No. of shares | Amount | ||||||
| Balance as at 1 April 2008 | 40,000,001 | 400,001 | (15,281) | 632,641 | 2,494 | 1,019,855 | |
| New shares issued | 7,700,000 | 9,730,120 | 9,730,120 | ||||
| Costs of new shares issued | (571,666) | (571,666) | |||||
| Stock compensation reserve | 23,608 | 23,608 | |||||
| Transactions with owners | 9,558,455 | 23,608 | (15,281) | 632,641 | 2,494 | 10,201,917 | |
| Loss for the period | (1,857,871) | (1,572) | (1,859,443) | ||||
| Other comprehensive income: | |||||||
| Exchange differences on translation of foreign operations | (677,911) | (677,911) | |||||
| Total comprehensive income for the period | - | - | - | (677,911) | (1,857,871) | (1,572) | (2,537,354) |
| Balance as at 30 September 2008 | 47,700,001 | 9,558,455 | 23,608 | (693,192) | (1,225,230) | 922 | 7,664,563 |
| Balance as at 1 April 2009 | 47,700,001 | 9,555,312 | - | (1,076,249) | (2,294,341) | - | 6,184,722 |
| Loss for the period | (520,167) | (520,167) | |||||
| Other comprehensive income: | |||||||
| Exchange differences on translation of foreign operations |
|
|
| 264,616 |
|
| 264,616 |
| Total comprehensive income for the period | - | - | 264,616 | (520,167) | - | (255,551) | |
| Balance as at 30 September 2009 | 47,700,001 | 9,555,312 | - | (811,633) | (2,814,508) | - | 5,929,171 |
(The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements)
Unaudited Condensed Consolidated Statements of Cash Flows
(All amounts in United States Dollars, unless otherwise stated)
| For six months ended 30 September 2009 | For six months ended 30 September 2008 | |
| (A) Cash flow from operating activities | ||
| Loss before tax | (664,594) | (1,872,168) |
| Adjustments: | ||
| Depreciation and amortisation | 171,551 | 75,467 |
| Employee stock option expense | - | 23,608 |
| Interest income | (23,773) | - |
| Interest expense | 152,779 | 71,700 |
| Provision for doubtful debts | 103,896 | 45,214 |
| (260,141) | (1,656,179) | |
| Changes in operating assets and liabilities | ||
| Restricted cash | (24,005) | (8,696) |
| Trade receivable, other assets and related party receivables | (316,747) | (2,054,194) |
| Inventory | 7,928 | 10,676 |
| Trade payables, other liabilities and related party payables | 550,270 | (127,113) |
| (42,695) | (3,835,506) | |
| Taxes paid | (360,409) | (245,230) |
| Net cash used in operating activities | (403,104) | (4,080,736) |
| (B) Cash flow from investing activities | ||
| Net cash outflow on acquisition | (1,729,421) | - |
| Payments for purchase of property, plant and equipment | (308,079) | (201,807) |
| Proceeds from sale of property, plant and equipment | - | 28,318 |
| Interest received | 50,832 | - |
| Net cash used in investing activities | (1,986,668) | (173,489) |
| (C ) Cash flows from financing activities | ||
| Proceeds from issue of share capital | - | 9,158,454 |
| Proceeds from long term borrowings | 44,058 | 73,339 |
| Repayment of long term borrowings | (75,927) | (408,335) |
| Proceeds from/ (repayment) of bank overdraft | 223,715 | (200,389) |
| Interest paid | (152,950) | (72,278) |
| Net cash provided by financing activities | 38,896 | 8,550,791 |
| Net (decrease) / increase in cash and cash equivalents | (2,350,876) | 4,296,556 |
| Cash and cash equivalents at the beginning of the period | 3,253,140 | 390,420 |
| Effect of change in exchange rate on cash and cash equivalents | 132,764 | (631,372) |
| Cash and cash equivalents at the end of the period | 1,035,028 | 4,055,614 |
(The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements)
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(All amounts in United States Dollars, unless otherwise stated)
1. INTRODUCTION
Mortice Limited ('the Company' or 'Mortice') was incorporated on 9 January 2008 as a public limited company in the Republic of Singapore. The Company's registered office is situated at 36 Robinson Road, #17-01 City House, Singapore 068877.
The Company was listed on the Alternative Investment Market (AIM) of the London Stock Exchange on 15 May 2008. The Company along with its subsidiaries (hereinafter, together referred to as 'the Group') are engaged in providing guarding services, facilities management services, mechanical and engineering maintenance services and sale of safety equipment and their installation. The Group's operations are spread across India. The various entities comprising the Group have been defined in Note 2 below.
These unaudited condensed consolidated financial statements were approved by the Board on 19 Dec 2009.
2. BASIS OF PREPARATION
These Condensed Consolidated Interim Financial Statements are for the six months ended 30 September 2009. They have been prepared in accordance with IAS 34 Interim Financial Reporting as developed and published by the International Accounting Standards Board ('IASB'), on a going concern basis. They do not include all of the information required in annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2009.
The functional currency of the entities within the Group (other than the Company) is Indian Rupees (INR). The Company has a functional currency of United States Dollars ('USD'). The group's management has chosen to present the consolidated financial information in USD, the functional currency of the Company.
The subsidiaries which consolidate under Mortice comprise the entities listed below:
| Name of the entity | Country of Incorporation | Effective Group Shareholding (%) |
| Tenon Property Services Private Limited ('Tenon Property') | India | 99.48 |
| Peregrine Guarding Private Limited ('PGPL') | India | 99.48 |
| Tenon Support Services Private Limited ('Tenon Support') | India | 99.48 |
| Tenon Project Services Private Limited ('Tenon Project') | India | 99.48 |
| Peregrine Protection Services Private Limited ('Peregrine Protection') | India | 99.48 |
| Roto Power Projects Private Limited ('Roto') | India | 99.48 |
One new entity, Roto Power Projects Private Limited, was acquired by the Group during the six months ended 30 September 2009. Details of the business combination transaction have been specified in Note 4 below.
All inter-company transactions and balances are eliminated on consolidation and the unaudited condensed consolidated interim financial statements reflect external transactions only. The accounting periods of the subsidiaries are coterminous with that of the Company.
Previous period's amounts have been regrouped/ reclassified, wherever considered necessary to make them comparable with those of the current period.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 March 2009.
Changes in accounting policy
Presentation of financial statements
The adoption of IAS 1 (Revised 2007) makes certain changes to the format and titles of the primary financial statements and to the presentation of some items within these statements. It also gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses is unchanged. However, some items that were recognised directly in equity are now recognised in other comprehensive income. IAS 1 affects the presentation of owner changes in equity and introduces a 'Statement of comprehensive income'. Further, a 'Statement of changes in equity' is now presented as a primary statement.
Determination and presentation of operating segments
The adoption of IFRS 8 has not affected the identified operating segments for the Group. However, reported segment results are now based on internal management reporting information that is regularly reviewed by the chief operating decision makers i.e. Group's Chief Executive Officer and Chairman. In the previous annual financial statements, segments were identified by reference to the dominant source and nature of the Group's risks and returns.
Accounting policies for new transactions and events
Intangible assets
In the business combination transaction, Customer relationship qualifies for recognition as an intangible asset (refer note 4). The accounting policy for the same is as under:
Intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight line basis over their estimated useful lives, as these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing.
4. BUSINESS COMBINATION
On 30 June 2009 the Group, through one of its entities, Tenon Property acquired 100% of the issued share capital of Roto Power Projects Private Limited, a private limited company incorporated in India. Roto is engaged in providing mechanical and engineering maintenance services in India.
The Group has acquired Roto for a consideration of USD 2.09 million. As consideration for the Roto acquisition, Tenon Property has made an upfront payment of USD 1.78 million and there is balance consideration of US$0.32 million payable on 30 June 2011.
The total cost of acquisition was as below.
| Particulars |
|
| Upfront consideration in cash | 1,778,171 |
| Fair value of deferred consideration payable on 30 June 2011 | 256,464 |
| Other incidental expenses | 59,460 |
| Total fair value of purchase consideration | 2,094,095 |
The allocation of the purchase price to the assets and liabilities of Roto has been determined only provisionally as at 30 September 2009 as the management is currently in the process of identifying other intangibles, if any. The amounts provisionally recognised for each class of the acquiree's assets and liabilities at the acquisition date are as follows:
| Particulars | Pre-acquisition carrying amount | Adjustments | Provisional fair value at acquisition date |
| Assets | |||
| - Intangible assets recognised separately from goodwill, on account of customer relationships | - | 494,460 | 494,460 |
| - Property, plant and equipment | 49,912 | - | 49,912 |
| - Trade receivables | 1,144,063 | - | 1,144,063 |
| - Cash and cash equivalents | 143,301 | - | 143,301 |
| - Others | 144,980 | - | 144,980 |
| Total assets | 1,482,255 | 494,460 | 1,976,715 |
| Liabilities | |||
| - Employee benefit obligations | 215,041 | - | 215,041 |
| - Current liabilities | 568,537 | - | 568,537 |
| - Deferred tax liability | 168,067 | - | 168,067 |
| Total liabilities | 951,645 | - | 951,645 |
| Net identified assets and liabilities | 1,025,070 | ||
| Goodwill on acquisition | 1,069,025 | ||
| Fair value of purchase consideration | 2,094,095 | ||
|
|
The management expects to derive future benefits from customer relationship for a period of three years from the date of acquisition and accordingly has decided to amortise the same over that period.
The carrying amounts of the acquiree's assets and liabilities, immediately before the combination and the revenue and the profit and loss up to the date of acquisition has not been disclosed as the acquiree was not presenting its financial statements in accordance with IFRS.
Roto made a profit of USD 80,875 from the date of acquisition of up to 30 September 2009 which has been included in the consolidated financial statements.
5. PROVISIONAL GOODWILL
The provisional goodwill that arose on the combination can be attributed to the synergies expected to be derived from the combination and the value of the workforce of Roto Power Projects Private Limited which cannot be recognised as an intangible asset under IAS 38 Intangible Assets. As per the provisional purchase price allocation, no other intangible asset, other than customer relationships, qualified for separate recognition. These circumstances contributed to the entire excess amount of consideration over net assets acquired, to be classified as goodwill.
As discussed in note above, goodwill of USD 1,056,341 that arose on the acquisition of Roto has currently not been assessed for impairment and the same shall be done for the annual consolidated financial statements for the year ending 31 March 2010.
A reconciliation of the goodwill acquired at acquisition is presented below:
| Particulars | As at 30 September 2009 | As at 31 March 2009 |
| Gross carrying amount | ||
| Balance as at the beginning of the period | - | - |
| Acquired as part of business combination | 1,069,025 | - |
| Translation adjustment | (12,684) | - |
| Balance as at the end of the period | 1,056,341 | - |
6. SEGMENT ANALYSIS
The Group has reported segment results based on internal management reporting information that is regularly reviewed by the Group's Chief Executive Officer and Chairman. Chief Executive Officer and Chairman have concluded that the operating segment disclosure should be based on services offered by Group.
The reportable segments identified by the group are: guarding services and facility management services.
The revenues and profit generated by each of Group's business segments are summarised as follows:
| 1 April 2009 to 30 September 2009 | ||||
| Guarding | Facility management | Others | Total | |
| Revenue from external customers | 11,035,499 | 2,319,126 | 219,675 | 13,574,300 |
| Segment operating profit | 131,968 | (662,835) | 88,221 | (442,646) |
| Total segment assets | 7,860,309 | 3,268,881 | 108,243 | 11,237,433 |
| 1 April 2008 to 30 September 2008 | ||||
| Guarding | Facility management | Others | Total | |
| Revenue from external customers | 10,952,623 | 401,453 | 266,347 | 11,620,473 |
| Segment operating profit | 655,966 | (930,229) | 15,551 | (258,712) |
| Total assets | 7,088,975 | 5,032,974 | 287,551 | 12,409,500 |
Reconciliation on reportable segments loss to group loss is summarised as under:
| For six months ended 30 September 2009 | For six months ended 30 September 2008 | |
| Segment operating loss before tax | (442,646) | (258,712) |
| Reconciling items: | ||
| Other income not allocated* | 11,749 | 19,595 |
| Other expenses not allocated* | (233,697) | (1,633,052) |
| Group loss before tax | (664,594) | (1,872,168) |
*Relates to expenses and income recorded in Mortice
7. LOSS PER SHARE
The basic and diluted loss per share for six months ended 30 September 2009 and 30 September 2008 have been calculated using the net results attributable to owners of Mortice Limited as the numerator.
Calculation of basic and diluted loss per share is as follows:
|
| Six months ended 30 September 2009 | Six months ended 30 September 2008 |
|
|
| |
| Loss attributable to owners of Mortice Limited, for basic and dilutive | (520,167) | (1,857,871) |
| Weighted average numbers shares outstanding during the period for Basic and diluted loss per share | 47,700,001 | 45,806,558 |
|
| ||
| Basic and diluted loss per share (in USD) | (0.01) | (0.04) |
|
|
|
8. RELATED PARTY TRANSACTIONS
| Nature of the relationship | Related party's name |
| I. Entities having control over the Group | Mancom Holdings Limited (Holding company) |
| II. Key management personnel ("KMP") and significant shareholders : | Mr. Manjit Rajain |
| Mr. Andrew Barker | |
| Mr. V. V. Babji | |
| III Relatives of KMP | Mrs. Urvashi Rajain (wife of Mr. Manjit Rajain) |
| IV. Other Enterprises over which KMP's are able to exercise significant influence | ADL Management Consultants Private Limited (ADL) |
| Micro Azure Computers Private Limited (Micro Azure) | |
| Eastern Star Hotels & Resorts Private Limited (Eastern) | |
| Peregrine Security Private Limited (PSPL) | |
| Peregrine Facilities Management Systems Private Limited (PFMSPL) | |
| Peregrine Fleet Management Private Limited (PFMPL) | |
| Peregrine Safety Systems Private Limited (PSSPL) |
Disclosure of transactions between the Group and related parties and the status of outstanding balances as on 30 September 2009 and 30 September 2008 is as under:
Transactions with KMP and their relatives
| Particulars | Six months ended 30 September 2009 | Six months ended 30 September 2008 |
| Remuneration | 362,111 | 474,763 |
| Loan given | - | 4,520 |
| Costs relating to stock options issued | - | 23,608 |
The outstanding balances payable to related parties under the category KMP and their relatives as at 30 September 2009 and 31 March 2009 are USD 36,534 and USD 21,202 respectively.
In addition to the above, the key management personnel participate in the gratuity plan of the companies.
Transactions with enterprises over which KMP'S are able to exercise significant influence
| Particulars | Six months ended 30 September 2009 | Six months ended 30 September 2008 |
| ADL: | ||
| Transactions during the period: | ||
| Advance recovered | 392 | - |
| Advance given | - | 822 |
| Professional charges paid | 19,353 | - |
| Closing balance | (19,829) | 1,329 |
| Micro Azure: | ||
| Transactions during the period : | ||
| Rent paid on account of property rented | 74,938 | 58,520 |
| Payment received against security deposit given | 35,591 | - |
| Closing balance | 116,216 | 232,324 |
| Eastern: | ||
| Transactions during the period : | ||
| Income received towards security services provided | 1,589 | - |
| Advance given | - | 2,112 |
| Closing balance | 1,589 | 2,112 |
| PSPL: | ||
| Transactions during the period : | ||
| Advance given | - | 1,624,698 |
| Advance recovered | 39,069 | 205,680 |
| Interest paid | 11,400 | - |
| Amount paid against vehicles purchased | 138,357 | - |
| Expenses incurred towards vehicle hire charges | 3,981 | - |
| Closing balance | 657,124 | 174,300 |
| PFMSPL: | ||
| Transactions during the period : | ||
| Advance given | - | 4,897 |
| Advance recovered | 1,016 | - |
| Closing balance | (818) | 21,385 |
| PFMPL: | ||
| Transactions during the period : | ||
| Advance received | - | 5,305 |
| Closing balance | - | (5,305) |
| Particulars | Six months ended 30 September 2009 | Six months ended 30 September 2008 |
| PPSPL: | ||
| Transactions during the period : | ||
| Expenses recoverable | 443 | - |
| Closing balance | 443 | - |
| PSSPL: | ||
| Transactions during the period : | ||
| Advance repaid | - | 23,057 |
| Closing balance | - | (12,368) |
The outstanding balances as at 30 September 2009 and 31 March 2009 are as follows:
| As at 30 September 2009 | As at 31 March 2009 | |
| Total receivables | 668,112 | 667,152 |
| Total payables | (11,289) | (51,444) |
9. COMMITMENTS AND CONTINGENCIES
A summary of the contingencies existing as at the balance sheet date are as follows:
| Nature of the contingency/ commitments | As at 30 September 2009 | As at 31 March 2009 |
| Performance bank guarantees given to customers | 453,428 | 259,397 |
| Bank guarantees given to sales tax authorities | 3,955 | - |
| Total | 457,383 | 259,397 |