Mann- India Technologies Private Limited
Balance Sheet
(Unaudited)
As at March 31, 2019 and December 31, 2018
(All amounts in United States Dollars except share data and as otherwise stated)
March 31, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 1,210 | $ | 808 | ||||
Accrued revenue | 7,954 | 7,193 | ||||||
Accounts receivable, less allowance | 593,592 | 483,225 | ||||||
Other current assets | 166,496 | 134,901 | ||||||
Total current assets | 769,252 | 626,127 | ||||||
Property and equipment, net | 72,055 | 85,421 | ||||||
Intangible assets, net | 1,043,930 | 1,075,654 | ||||||
Operating lease right-of-use assets | 579,446 | - | ||||||
Restricted cash | 248,706 | 195,339 | ||||||
Long-term investments | 42,914 | 42,716 | ||||||
Other assets | 38,548 | 38,370 | ||||||
Total Non current assets | 2,025,599 | 1,437,500 | ||||||
Total assets | $ | 2,794,851 | $ | 2,063,627 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 158,473 | $ | 159,807 | ||||
Accrued payroll and related benefits | 274,677 | 272,574 | ||||||
Current portion of operating lease liabilities | 117,545 | |||||||
Cash overdraft | 593,496 | 480,385 | ||||||
Short term debt | 62,238 | 305,305 | ||||||
Current portion of long term debt and capital lease obligations | 8,957 | 8,957 | ||||||
Deferred revenue | - | 442 | ||||||
Other current liabilities | 67,610 | 62,656 | ||||||
Total current liabilities | 1,282,996 | 1,290,126 | ||||||
Long term debt and capital lease obligation, less current portion | 22,339 | 23,730 | ||||||
Other liabilities | 3,342 | 3,327 | ||||||
Accrued payroll and related benefits- long term | 85,816 | 81,525 | ||||||
Operating lease liabilities, less current portion | 467,662 | |||||||
Deferred tax liabilities, net - long-term | 142,351 | 144,254 | ||||||
Total non- current liabilities | 721,510 | 252,836 | ||||||
Total liabilities | 2,004,506 | 1,542,962 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 52,092 | 44,901 | ||||||
Additional paid-in capital | 1,002,875 | 786,437 | ||||||
Retained earnings | (282,290 | ) | (318,397 | ) | ||||
Accumulated Other Comprehensive Income (Loss) | 17,668 | 7,724 | ||||||
Total stockholders’ equity | 790,345 | 520,665 | ||||||
Noncontrolling interest | - | - | ||||||
Total stockholders’ equity | 790,345 | 520,665 | ||||||
Total liabilities and stockholders’ equity | $ | 2,794,851 | $ | 2,063,627 |
See accompanying notes to the unaudited financial statements.
F - 1 |
Mann- India Technologies Private Limited
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
For the three months ended March 31, 2019 and March 31, 2018
(All amounts in United States Dollars except share data and as otherwise stated)
Three months period ended | ||||||||
March 31, 2019 | March 31, 2018 | |||||||
Revenue: | ||||||||
Operating Revenue | $ | 315,093 | $ | 220,217 | ||||
Operating expenses: | ||||||||
Services and other costs | 194,404 | 119,328 | ||||||
Product development | - | 108,734 | ||||||
Sales and marketing | 1,039 | 812 | ||||||
General and administrative | 21,281 | 46,623 | ||||||
Amortization and depreciation | 49,995 | 74,380 | ||||||
Total operating expenses | 266,719 | 349,877 | ||||||
Income before Interest and Non-operating Income and Expenses | 48,374 | (129,660 | ) | |||||
Interest income | 3,875 | 5,354 | ||||||
Interest expense | (19,049 | ) | (25,857 | ) | ||||
Non-operating income/ (loss) | 425 | - | ||||||
Non-operating expense | - | - | ||||||
Foreign exchange gain/ (loss) | (39 | ) | 2,672 | |||||
Income before income taxes | 33,586 | (147,491 | ) | |||||
Income tax benefit/ (expense) | 2,521 | (9,405 | ) | |||||
Net income (loss) including noncontrolling interest | 36,107 | (156,896 | ) | |||||
Net income attributable to noncontrolling interest | - | - | ||||||
Net income (loss) attributable to Mann-India | $ | 36,107 | $ | (156,896 | ) | |||
Basic earnings per common share | $ | 0.11 | $ | (0.52 | ) | |||
Diluted earnings per common share | $ | 0.11 | $ | (0.52 | ) | |||
Basic weighted average shares outstanding | 322,088 | 304,455 | ||||||
Diluted weighted average shares outstanding | 322,088 | 304,455 |
Three Months Ended | ||||||||
March 31, 2019 | March 31, 2018 | |||||||
Net Income (loss) including noncontrolling interest | $ | 36,107 | $ | (156,896 | ) | |||
Other comprehensive income / (loss): | ||||||||
Foreign currency translation adjustments | 9,944 | (14,363 | ) | |||||
Total other comprehensive income/ (loss) | 9,944 | (14,363 | ) | |||||
Comprehensive loss | 46,051 | (171,259 | ) | |||||
Comprehensive income attributable to noncontrolling interest | - | - | ||||||
Comprehensive Income (loss) attributable to Mann-India | $ | 46,051 | $ | (171,259 | ) |
See accompanying notes to the unaudited financial statements.
F - 2 |
Mann- India Technologies Private Limited
Statements of Changes in Stockholders’ Equity
(Unaudited)
(All amounts in United States Dollars except share data and as otherwise stated)
Common Stock | ||||||||||||||||||||||||||||||||
Issued Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling interest | Total stockholders’ equity | Comprehensive Income | |||||||||||||||||||||||||
Balance, January 1, 2018 | 304,455 | $ | 44,901 | $ | 786,437 | $ | 10,015 | $ | 77,118 | $ | - | $ | 918,471 | |||||||||||||||||||
Cumulative effect of adopting Topic 606 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Cumulative effect of adopting ASC 340-40 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Balance, January 1, 2018 (revised) | 304,455 | 44,901 | 786,437 | 10,015 | 77,118 | - | 918,471 | |||||||||||||||||||||||||
Net income attributable to Mann-India, | - | - | - | (156,896 | ) | - | - | (156,896 | ) | (156,896 | ) | |||||||||||||||||||||
Net income attributable to noncontrolling interest | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Cumulative translation adjustment | - | - | - | - | (14,363 | ) | - | (14,363 | ) | (14,363 | ) | |||||||||||||||||||||
Comprehensive income | - | - | - | - | - | - | - | (171,259 | ) | |||||||||||||||||||||||
Issue of Common Stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Settlement on conversion of convertible debt | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Adjustment for earlier year Depreciations | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Forfeiture of shares | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Dividends paid | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Balance, March 31, 2018 | 304,455 | $ | 44,901 | $ | 786,437 | $ | (146,881 | ) | $ | 62,755 | $ | - | $ | 747,212 | ||||||||||||||||||
Balance, January 1, 2019 | 304,455 | 44,901 | 786,437 | (318,397 | ) | 7,724 | - | 520,665 | ||||||||||||||||||||||||
Net income attributable to Mann-India, | - | - | - | 36,107 | - | - | 36,107 | 36,107 | ||||||||||||||||||||||||
Net income attributable to noncontrolling interest | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Cumulative translation adjustment | - | - | - | - | 9,944 | - | 9,944 | 9,944 | ||||||||||||||||||||||||
Comprehensive income | - | - | - | - | - | - | - | 46,051 | ||||||||||||||||||||||||
Issue of Common Stock | 51,194 | 7,191 | 216,438 | - | - | - | 223,629 | |||||||||||||||||||||||||
Settlement on conversion of convertible debt | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Forfeiture of shares | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Dividends paid | - | - | - | - | - | - | ||||||||||||||||||||||||||
Balance, March 31, 2019 | 355,649 | $ | 52,092 | $ | 1,002,875 | $ | (282,290 | ) | $ | 17,668 | $ | - | $ | 790,345 |
See accompanying notes to the unaudited financial statements.
F - 3 |
Mann- India Technologies Private Limited
Statements of Cash Flows
(Unaudited)
For the three months ended March 31, 2019 and March 31, 2018
(All amounts in United States Dollars except share data and as otherwise stated)
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Cash flows from operating activities: | ||||||||
Net income attributable to Mann-India | $ | 46,051 | $ | (171,259 | ) | |||
Net income attributable to noncontrolling interest | - | - | ||||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Deferred provision/(benefit) | (2,521 | ) | 3,877 | |||||
Current provision | - | 5,528 | ||||||
Unrealized foreign exchange (gain)/loss, net | 8,253 | 36,518 | ||||||
Amortization and depreciation | 49,995 | 74,380 | ||||||
Lease cost net of payment | 5,761 | - | ||||||
Bad Debt/ Balances written off | (12,392 | ) | (15,420 | ) | ||||
Changes in current assets and liabilities: | ||||||||
Accounts receivable | (110,367 | ) | 7,949 | |||||
Other Current assets | (31,595 | ) | 48,804 | |||||
Other assets | - | 1,809 | ||||||
Accrued Revenue | (761 | ) | 16,888 | |||||
Accounts payable and accrued expenses | 2,957 | 41,057 | ||||||
Accrued payroll and related benefits | 2,103 | (15,077 | ) | |||||
Other Current liabilities | 4,954 | 18,526 | ||||||
Deferred revenue | (442 | ) | (2,815 | ) | ||||
Net cash provided by operating activities | $ | (38,004 | ) | $ | 50,765 | |||
Cash flows from investing activities: | ||||||||
Cash paid for Long term investment | $ | - | $ | (45,760 | ) | |||
Capital expenditures | (509 | ) | (2,272 | ) | ||||
Net cash provided/(used) in investing activities | $ | (509 | ) | $ | (48,032 | ) | ||
Cash flows from financing activities: | ||||||||
Proceeds from line of credit, net | $ | 113,111 | $ | 9,732 | ||||
Proceeds from Issue of Shares | 223,629 | - | ||||||
Repayment to short term debt, net | (243,067 | ) | (6,533 | ) | ||||
Repayment to long term debt, net | (1,391 | ) | (4,433 | ) | ||||
Net cash provided/ (used) by financing activities | $ | 92,282 | $ | (1,234 | ) | |||
Net change in cash and cash equivalents | $ | 53,769 | $ | 1,499 | ||||
Cash and cash equivalents, and restricted cash at the beginning of the year | $ | 196,147 | $ | 150,152 | ||||
Cash and cash equivalents at the end of the year | $ | 249,916 | $ | 151,651 |
See accompanying notes to the unaudited financial statements.
F - 4 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
Note 1 | Description of Business and Summary of Significant Accounting Policies |
A | Description of Business— |
Mann- India Technologies Private Limited was established in May 2000 and is headquartered in New Delhi, India. Mann is a leading software development company with which the advent of technology, has evolved as a mature and fast growing company committed to provide reliable and cost-effective software solutions across industries all over the world. | |
Mann has its own experienced team of software developers dedicated towards developing various kinds of customized software and mobile application. | |
Mann’s provides services in the following areas: technology consultancy; business analytics and intelligence; enterprise mobility; enterprise application integration; crypto currency and blockchain implementation; software factory; and IT modernization. | |
B | Summary of Significant Accounting Policies |
i | Basis of Presentation |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. | |
ii | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management has made material estimates primarily with respect to revenue recognition and deferred revenue, provisions required for non-collectible accounts receivable, depreciative lives of our assets, intangible assets, annual impairment reviews of intangible assets, determination of technological feasibility, investments, contingent liabilities, and the provision for income taxes and valuation allowances of our deferred tax liabilities. Actual results may be materially different from those estimates. | |
iii | Reclassifications |
The Company has reclassified certain amounts relating to its prior period results to conform to its current period presentation. These reclassifications have not changed the results of operations of prior periods. | |
iv | Functional currency |
The financial statements are reported in United States Dollar. The functional currency of the Company is Indian Rupees. The translation of the Indian Rupee into United States Dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for the Statements of Operations and Comprehensive Loss using the average exchange rate prevailing during the year. The gains or losses resulting from such translation are reported under accumulated other comprehensive loss, net, as a separate component of equity. Exchange rate differences resulting from foreign exchange transactions settled during the year, including year-end translation of monetary assets and liabilities are recognized in the Statements of Operations and Comprehensive Loss. | |
v | Cash and Cash Equivalents |
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Such investments are stated at cost, which approximates fair value. Cash and Cash Equivalent includes cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. |
F - 5 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
vi | Restricted Cash |
The Company’s restricted cash balance consists of time deposits with Bank/financial institutions which are valued at cost and approximate fair value. Interest earned on such investments is included in interest income. The carrying value of our restricted cash was $248,706 and $195,339 as at March 31, 2019 and December 31, 2018, respectively. The balances consist of time deposits pledged with banks for Line of Credit facility taken from Andhra Bank, issuance of overdraft limit. | |
vii | Accounts Receivable and the Allowance for Doubtful Accounts Receivable |
Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Management specifically analyzes the aging of accounts receivable and historical bad debts, write-offs, customer concentrations, customer credit-worthiness, current economic trends, and changes in our customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts receivable. The Company reviews its allowance for doubtful accounts periodically. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance- sheet credit exposure related to its customers. Allowances for doubtful accounts as on March 31, 2019 was $70,117 and as on December 31, 2018 was $69,794. During the three months ended March 31, 2019 and 2018 there were no Bad debt expenses. | |
viii | Property and Equipment |
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation on Property and Equipment is provided on the Declining Balance Method rates over the assets estimated useful lives. Depreciation on additions to/deductions from property, plant & equipment during the year is charged on pro-rata basis from/up to the month in which the asset is available for use/disposed. Repairs and maintenance are charged to expense as incurred and major improvements that extend the life of the asset are capitalized and depreciated over the expected remaining life of the related asset. Gains and losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the Company’s accounts. The estimated useful lives applied by the Company for property and equipment are as follows: |
Asset Category | Life (yrs.) | |
Computers and peripherals | 3 & 6 years | |
Furniture and fixtures | 10 years | |
Office equipment’s | 5 years | |
Vehicles | 8 years |
ix | Intangible Assets |
Intangible assets represent the estimated fair value of acquired intangible assets. These purchased intangible assets and internally generated intangible assets include developed technology, software’s and informational databases. We amortize these intangible assets on a straight-line basis over their estimated useful lives, as follows: |
Asset Category | Life (yrs.) | |
Software/ Developed Technology | 10 years |
F - 6 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
X | Capitalized software costs |
In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. Once the technology feasibility is established as per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance our software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internal developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred. The Company has not capitalized any cost for software development during the three months ended March 31, 2019 and March 31, 2018. | |
xi | Impairment of long-lived assets and finite life intangibles |
Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. | |
xii | Investments |
The Company’s investments are in debt and equity instruments like Equity in company or Debentures of a company. These investments are accounted for in accordance with the Cost Method option under Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 320 Investments—Debt and Equity Securities, (“Topic 320”). Interest earned on such investments is included in interest income. Investments with original maturities greater than ninety days but less than twelve months are classified as short-term investments. Investments with maturities greater than twelve months from the balance sheet date are classified as long-term investments. | |
The fair value is represented by original cost on the acquisition date and the net asset value (“NAV”) as quoted, at each reporting period. Gain or loss on the disposal of these investments is calculated using the weighted average cost of the investments sold or disposed and is included in interest and other income. | |
xiii | Commitments and contingencies |
Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
xiv | Income taxes |
Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to entity. | |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
F - 7 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
xv | Segment Reporting |
Since the Company, from the perspective of its chief operating decision maker, allocates resources and evaluates business performance as a single entity that provides software and related services to various industries on a worldwide basis, the Company reports as a single segment. | |
xvi | Related Party Transactions |
Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. | |
xvii | Revenue recognition |
Revenue is recognized when services are provided to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for our services. | |
Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer. | |
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue- producing transaction, that are collected by the Company from a customer, are excluded from revenue. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), specifically ASC 606-10-50-12. This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principle of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2017 using the modified retrospective method, however the new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue. | |
Revenue from arrangements with customers is recognized based on the Company’s satisfaction of distinct performance obligations identified in each agreement, generally at a point in time as discussed in ASC 606. In instances where multiple performance obligations are identified, the Company allocates the transaction price to each performance obligation based on relative selling prices of each distinct product or service, and recognizes revenue related to each performance obligation at the points in time that each performance obligation is satisfied. The Company’s performance obligation includes providing customization of software’s, selling of licenses, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s performance obligation for consulting and technical support is delivered on as the work is being performed, which is satisfied prior to invoicing. The Company generally collects payment within 30 to 60 days of completion of the performance obligation and there are no agency relationships. | |
Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of- completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. |
F - 8 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
Unbilled revenue represent earnings in excess of billings as at the end of the reporting period. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. | |
The Company has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized rateably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. | |
xviii | Costs of Services Provided |
Costs of services provided consist of data processing costs, customer support costs including personnel costs to maintain our proprietary databases, costs to provide customer call center support, hardware and software expense associated with transaction processing systems and exchanges, telecommunication and computer network expense, and occupancy costs associated with facilities where these functions are performed. Depreciation expense is not included in costs of services provided. | |
xix | Lease Obligations |
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, less current portion in the Company’s unaudited balance sheets. | |
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. | |
On January 1, 2019, the date of initial application, the Company adopted, Leases (Topic 842), using the modified retrospective method. The modified retrospective method provides a method of recording those leases which had not expired as of the date of adoption of January 1, 2019. The prior period unaudited financial statements have not been retrospectively adjusted and continues to be reported under Topic 840. | |
The Company elected the practical expedient permitted under the transition guidance under Topic 842, which amongst other matters, allowed the Company (i) not to apply the recognition requirements to short-term leases (leases with a lease term of 12 months or less), (ii) not to reassess whether any expired or existing contracts are or contain leases, (iii) not to reassess the lease classification for any expired or existing leases, and (iv) not to reassess initial direct costs for any existing leases. | |
The adoption resulted in the recognition of ROU assets and lease liabilities of $ 592,909, respectively, for operating leases as of January 1, 2019. The adoption had no impact on opening balance of retained earnings. | |
Refer Note 19 to the unaudited financial statements for details. | |
xx | Retirement benefits to employees
a) Defined contribution plan |
In India, the employees receive benefits from a provident fund, where the employer and employees each make monthly contributions to the plan at a pre-determined rate to the Regional Provident Fund Commissioner. Employer’s contribution to the fund is charged as an expense to the statement of operations. |
F - 9 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
b) Defined benefit plan | |
In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the company. Current service costs for defined benefit plans are accrued in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation. | |
c) Other long-term employee benefits | |
Benefits under the Company’s leave encashment constitute other long term employee benefits. | |
The Company’s net obligation in respect of leave encashment is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Company’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise. | |
xxi | Fair Value Measurement |
The Company follows the relevant GAAP guidance regarding the determination and measurement of the fair value of assets/liabilities in which fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction valuation hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The guidance describes the following three levels of inputs that may be used in the methodology to measure fair value: | |
●Level 1 — Quoted prices available in active markets for identical investments as of the reporting date; | |
●Level 2 — Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and, | |
●Level 3 — Unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk. |
As of March 31, 2019 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets | ||||||||||||||||
Investment | $ | - | $ | 42,914 | $ | 42,914 | ||||||||||
$ | - | $ | - | $ | 42,914 | $ | 42,914 | |||||||||
As of December 31, 2018 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets | ||||||||||||||||
Investment | $ | - | $ | - | $ | 42,716 | $ | 42,716 | ||||||||
$ | - | $ | - | $ | 42,716 | $ | 42,716 |
Financial instruments not carried at fair value: | |
The Company’s other financial instruments not carried at fair value consist primarily of accounts receivable, accounts payable and accrued expenses for which fair values approximate their carrying amounts due to their short-term nature. |
F - 10 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
xxii | Earnings per share |
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. For the purposes of calculating diluted earnings per share, the treasury stock method is used for stock-based awards except where the results would be anti-dilutive. | |
xxii | Commitments and contingencies |
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred. | |
xxiv | Recent Relevant Accounting Pronouncements |
The following is a brief discussion of recently released accounting pronouncements that are pertinent to the Company’s business: | |
In August 2018 the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 is intended to improve the effectiveness of ASC 820’s disclosure requirements. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company has yet to assess the impact that the adoption of this ASU will have on Mann-India income statement and balance sheet. | |
In February 2018, the FASB issued 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU provides that the stranded tax effects from the Tax Act in accumulated other comprehensive loss may be reclassified to retained earnings. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of ASU 2018-02 did not impact our financial position, results of operations or cash flows. | |
In January 2017 the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A public business entity filer should adopt the amendments in this ASU for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has yet to assess the impact that the adoption of this ASU will have on the Company’s income statement and balance sheet. | |
In November 2016 the FASB issued ASU 2016-18, Statement of Cash Flow (Topic 230) Restricted Cash (A Consensus of the FASB Emerging Issues Task Force) which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end- of-period total amounts shown on the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The Company adopted the new guidance on January 1, 2017 with no material impact to its statement of cash flows. |
F - 11 |
Mann- India Technologies Private Limited
Notes to the unaudited financial statements.
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the identification of arrangements that should be accounted for as leases. Lease arrangements exceeding a twelve months term should be recognized as assets with corresponding liabilities on the balance sheet of the lessee. This ASU requires recognition of an ROU asset and lease obligation for those leases classified as operating leases under Topic 840, while the income statement will reflect lease expense for operating leases.
The balance sheet amounts recorded for existing operating leases at the date of adoption of this ASU must be calculated using the applicable incremental borrowing rate. The Company adopted Topic 842 as of January 1, 2019 using the modified retrospective method provided by ASU 2018-11. The adoption had a material impact on the Company’s unaudited balance sheets, but did not have a material impact on the Company’s unaudited income statements and unaudited statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Refer Note 19 to the unaudited financial statements for details. | |
In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842), which provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The Company adopted Topic 842 as of January 1, 2019 using this ASU. Refer Note 19 to the unaudited financial statements for details. |
Note 2 | Significant risks and uncertainties including business and credit concentrations |
Financial instruments that potentially subject the Company to a concentration of credit risk consist of bank balances, accounts receivable, loan & advance and unbilled revenue. By their nature, all such financial instruments involve risk including credit risk of non-performance by counter parties. In the management’s opinion, as of March 31, 2019 and December 31, 2018, there was no significant risk of loss in the event of non-performance by the counter parties to these financial instruments other than the amounts already provided for in the financial statements.
Accounts receivable are uncollateralized customer obligations due under normal trade terms. The carrying amount of receivables is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected.
During the years ended three months ended March 31,2019 and March 31,2018, the Company had two and two major customers comprising 91% and 72% of revenues, respectively. A major customer is defined as a customer that represents 10% or greater of total revenues. There was 89% and 87% of accounts receivable for three and three customers as of March 31, 2019 and December 31, 2018 respectively.
The Company does not believe that the risk associated with these customers or vendors will have an adverse effect on the business. |
F - 12 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 3 | Cash and Restricted Cash |
Cash and Restricted Cash at March 31, 2019 and December 31, 2018 consisted of the following: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Cash on hand | $ | 1,112 | $ | 710 | ||||
Bank balances | 98 | 98 | ||||||
Restricted cash (non-current) | 248,706 | 195,339 | ||||||
$ | 249,916 | $ | 196,147 |
The ASU 2016-18 on Statements of Cash Flows (Topic 230), Restricted Cash has been adopted for 2019 and 2018, restricted cash is included with cash when reconciling the beginning-of-period and end-of-period total amounts shown in the Statements of Cash Flows. During the period ended as at March 31, 2019 and December 31, 2018, there was no Cash Equivalents balances. | |
Note 4 | Other current assets |
Other current assets at March 31, 2019 and December 31, 2018 consisted of the following: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Statutory receivables | $ | 165,049 | $ | 132,692 | ||||
Advances and deposits | 1,447 | 2,209 | ||||||
$ | 166,496 | $ | 134,901 |
Note 5 | Property and Equipment |
Property and equipment consisted of the following as of March 31, 2019 and December 31, 2018: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Furniture and fixtures | $ | 173,224 | $ | 172,426 | ||||
Office equipments | 30,651 | 30,510 | ||||||
Vehicles | 63,346 | 63,054 | ||||||
Computers and peripherals | 400,274 | 398,430 | ||||||
Gross Assets | 667,495 | 664,420 | ||||||
Accumulated Depreciation | (595,440 | ) | (578,999 | ) | ||||
Net Assets | $ | 72,055 | $ | 85,421 |
Depreciation expense for the three months ended March 31, 2019 and March 31, 2018 was $ 13,498 and $ 27,246, respectively. For the three months ended March 31, 2019 and year ended December 31, 2018, Management has determined that there is no impairment on their long lived assets as a result of their impairment testing. | |
Note 6 | Intangible assets |
Intangible Assets consisted of the following as of March 31, 2019 and December 31, 2018: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Developed Technology | $ | 1,753,737 | $ | 1,745,153 | ||||
Gross Assets | 1,753,737 | 1,745,153 | ||||||
Accumulated Amortization | (709,807 | ) | (669,499 | ) | ||||
Net Assets | $ | 1,043,930 | $ | 1,075,654 |
Amortization expense for the three months ended March 31, 2019 and March 31, 2018 was approximate $36,497 and $47,134, respectively. For the three months ended March 31, 2019 and year ended December 31, 2018, management has determined that there is no impairment on their finite life intangible assets as a result of their impairment testing. |
F - 13 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 7 | Other Assets |
Other Assets consisted of the security deposit, the amount given as deposit for rental properties, and balances as of March 31, 2019 and December 31, 2018: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Security Deposit | $ | 38,548 | $ | 38,370 | ||||
Total | $ | 38,548 | $ | 38,370 |
Note 8 | Long Term Investment |
As at | As at | |||||||
March 31, 2019 | December 31, 2018 | |||||||
(Unaudited) | ||||||||
Equity Security | $ | 42,914 | $ | 42,716 | ||||
Compulsorily Convertible Debentures | $ | 42,914 | $ | 42,716 |
Compulsorily Convertible Debentures are neither to be redeemed by the issuing entity or are redeemable at the option of the investor, therefore Investment in Compulsorily Convertible Debentures has been considered as equity security. The Company has elected to measure the equity security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Note 9 | Accrued payroll and related benefits |
Accrued payroll and related benefits at March 31, 2019 and December 31, 2018 consisted of the following: |
As at | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Current Portion | ||||||||
Salary Payable | $ | 94,402 | $ | 86,281 | ||||
Provision for Gratuity | 12,359 | 11,415 | ||||||
Provision for Leave Encashment | 4,770 | 4,171 | ||||||
Bonus & LTA Payable | 96,307 | 111,848 | ||||||
Provident Fund Payable | 66,839 | 58,859 | ||||||
274,677 | 272,574 | |||||||
Non- Current Portion | ||||||||
Provision for Gratuity | 65,083 | 63,127 | ||||||
Provision for Leave Encashment | 20,733 | 18,398 | ||||||
$ | 85,816 | $ | 81,525 |
Note 10 | Cash overdraft |
The Company has approximately $475,000 Line of Credit at a 12.95% interest with Andhra bank. The line of credit is secured by the hypothecation of Book Debts. Further, Line of Credit has collateral security of Property & Equipment, Fixed Deposits andwas personally guaranteed by the company’s director. |
F - 14 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 11 | Short Term Debt |
The following is a summary of Short-term debt including related parties as of March 31, 2019 and December 31, 2018: |
As at | As at December 31, 2018 | |||||||||||
(Unaudited) | ||||||||||||
Lathika Regunathan* | a | $ | 5,295 | $ | 8,601 | |||||||
Sushil Chaudhary* | a | - | 11,895 | |||||||||
Noor Qazi | a | 52,138 | 96,364 | |||||||||
Roopam Shyam* | a | - | 22,783 | |||||||||
Asa Portfolio Private Limited* | b | - | 117,858 | |||||||||
Yukti Securities Private Limited* | c | 4,805 | 47,804 | |||||||||
$ | 62,238 | $ | 305,305 |
* includes accrued interest payable till date. | ||
a | These loans from directors are unsecured loans and are due on demand. During the years ended December 31, 2018 interest @ 13.5 % has been paid on the outstanding balance. Subsequently, these loans are being converted in to share capital. | |
b | Loan payable to Asa Portfolio Private Limited is an unsecured loan which is due on demand and bears interest rate @ of 13.5% annually. Interest expense on the loan for the three months ended March 31, 2019 and 2018 was $2,310 and $3,387, respectively. Mr. Sushil Chaudhary (director in Asa Portfolio Private Limited) is shareholder of the Company. | |
c | Loan payable to Yukti Securities Private Limited is an unsecured loan which is due on demand and bears interest rate @ of 13.5% annually. Interest expense on the loan for the three months ended March 31, 2019 and 2018 was $94 and $1,424 respectively. Yukti Securities Private Limited is one of the promoter shareholder. | |
The entire balance is reflected as a current liability as the amounts are either due on demand or due within the next twelve months. |
Note 12 | Long Term Debt |
As at March 31, 2019 | As at December 31, 2018 | |||||||||||
(Unaudited) | ||||||||||||
Current Portion | 8,957 | 8,957 | ||||||||||
ICICI Bank Car Loan | a | $ | 8,957 | $ | 8,957 | |||||||
Non- Current Portion | 22,339 | 23,730 | ||||||||||
ICICI Bank Car Loan | a | $ | 22,339 | $ | 23,730 |
a | Car loan taken from bank is secured against the hypothecation of Car purchased. Loans are payable as per payment schedules as per the loan agreements. |
Note 13 | Other Current Liabilities |
Other Current Liabilities includes statutory dues of Goods and Service Tax and Withholding taxes payable to Tax regulatory bodies in India. Balance outstanding as on March 31, 2109 and December 31, 2018 was $67,610 and $62,656, respectively. |
F - 15 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 14 | Deferred tax liabilities |
Significant components of Deferred tax liabilities were as follows: |
As at March 31, 2019 | As at December 31, 2018 | |||||||
(Unaudited) | ||||||||
Deferred Tax Liability: | ||||||||
Difference between book and tax base of fixed assets | $ | 177,908 | $ | 178,267 | ||||
Deferred Tax Liability | 177,908 | 178,267 | ||||||
Deferred Tax Assets: | ||||||||
Provision for Gratuity | 19,941 | 19,194 | ||||||
Provision for Leave encashment | 6,567 | 5,812 | ||||||
MAT credit | 9,049 | 9,007 | ||||||
Sub Total | 35,557 | 34,013 | ||||||
Less: Valuation Allowance | - | - | ||||||
Deferred Tax Assets | 35,557 | 34,013 | ||||||
Net Deferred Tax Liability | $ | 142,351 | $ | 144,254 |
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities and their respective tax bases. | |
At March 31, 2019 and December 31, 2018, the Company performed an analysis of the deferred tax asset valuation allowance for net operating loss carry forward. Based on this analysis, the Company has provided a valuation allowance against the full amount of the said deferred tax asset due to management’s uncertainty about its realization. | |
The following table summarizes the activity related to the unrecognized tax benefits for the period ended March 31, 2019 and December 31, 2018: |
Three months ended March 31, 2019 | Year ended | |||||||
Opening valuation allowance | $ | - | $ | 40,010 | ||||
Addition during the year | - | (40,010 | ) | |||||
Reduction during the year | - | - | ||||||
Closing valuation allowance | $ | - | $ | - |
Note 15 | Stockholders’ equity |
Equity | |
The Company is authorized to issue two classes of shares designated as “Common stock” and “Preferred stock”. Preferred stock includes preference shares. | |
Voting | |
Every member shall be entitled to one vote in respect of each share of common stock held by them. In case of each preference shares held, to that many votes to which he would be entitled if he converted such preference shares into shares of common stock, otherwise Preference Shares does not have voting rights. | |
Liquidation | |
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company in proportion to the number of equity shares held by the shareholders, after distribution of all preferential amounts. | |
Common stock includes 51,194 shares having par value of $7,191, and additional paid in capital of $2,16,438 which were issued and allotted by the company against the outstanding loans and payables, remuneration to the existing shareholders, other parties and Director(s) for which the company is in the process of completing and harmonizing/ squaring up the regulatory filing/ procedural formalities with the Registrar of Companies of India. |
F - 16 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 16 | Revenue Recognition and Deferred Revenue |
The Company derives its revenues primarily from professional and support services, which includes revenue generated from software development projects and associated fees for consulting, implementation, training, and project management provided to customers using our systems. Good and Service taxes are not included in revenues, but rather are recorded as a liability until the taxes assessed are remitted to the respective taxing authorities. | |
Revenues from services having non-contingent fee arrangements are substantially provided on a time-and-material basis and are recognized based on the contractual terms as the services are performed. | |
Software development arrangements involving significant customization, modification or production are accounted for in accordance with the appropriate technical accounting guidance issued by the FASB using the percentage-of-completion method. The Company recognizes revenue using periodic reported actual hours worked as a percentage of total expected hours required to complete the project arrangement and applies the percentage to the total arrangement fee. | |
The Company has deferred the revenue and costs attributable to certain process transition activities with respect to its customers where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized rateably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues. | |
Disaggregation of Revenue | |
The following tables present revenue disaggregated by primary geographical regions and product channels for three months period ended March 31, 2019 and 2018: |
Three months period March 31, 2019 | Three months period March 31, 2018 | |||||||
Latin America | $ | 288,478 | $ | 17,151 | ||||
United Arab Emirates | 16,760 | 17,672 | ||||||
Africa | - | 8,528 | ||||||
United States | 960 | 38,180 | ||||||
Europe | - | 7,143 | ||||||
India | 8,895 | 131,543 | ||||||
$ | 315,093 | $ | 220,217 |
Note 17 | Employee Benefit Plans |
During the three months ended March 31, 2019 and March 31, 2018 the Company contributed $3,923 and $6,352 respectively, for defined contribution plans on behalf of its employees in India. | |
Note 18 | General and administrative Expenses |
General and administrative expenses consisted of the following: |
Three months period | Three months period | |||||||
Rent and Office Maintenance | $ | 23,520 | $ | 31,726 | ||||
Communication Expenses | 1,975 | 3,701 | ||||||
Traveling and Conveyance | 816 | 1,816 | ||||||
Professional Charges | 5,024 | 10,971 | ||||||
Rates, Fees and Taxes | 658 | 9,441 | ||||||
Bank Charges | 1,234 | 2,613 | ||||||
Printing & Stationary | 64 | 98 | ||||||
Bad Debt/ Balances written off | (12,392 | ) | (15,420 | ) | ||||
Other Miscellaneous Expenses | 382 | 1,677 | ||||||
$ | 21,281 | $ | 46,623 |
F - 17 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 19 | Operating leases |
The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The Company has performed an evaluation of its contracts with suppliers in accordance with Topic 842 and has determined that for leases for office facilities contains a lease. |
Supplemental balance sheet information
As at March 31, 2019 | ||||
(Unaudited) | ||||
Operating Lease | ||||
Operating lease right-of-use assets | $ | 579,446 | ||
$ | 579,446 | |||
Operating lease liabilities - Current | $ | 117,545 | ||
Operating lease liabilities - Non Current | 467,662 | |||
Total operating lease liabilities | $ | 585,207 |
The components of lease cost, which are included in the Company’s unaudited statements of operations, are as follows:
Lease cost | Three months period ended March 31, 2019 | |||
Operating lease | $ | 33,080 | ||
$ | 33,080 |
The Company determines the incremental borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads and lease specific adjustments for the effects of collateral. |
Maturities of lease liabilities as of March 31, 2019 are as follows: | Operating leases | |||
2019 (April 1 - December 31) | $ | 87,125 | ||
2020 | 122,343 | |||
2021 | 125,670 | |||
2022 | 131,611 | |||
2023 | 140,695 | |||
2024 | 144,520 | |||
2025 and thereafter | 163,494 | |||
Total lease payments | 915,458 | |||
Less: Imputed interest | 330,252 | |||
Present value of lease liabilities | $ | 585,207 |
Year ending December 31, | Operating leases | |||
2019 | $ | 61,100 | ||
2020 | 23,065 | |||
Total minimum lease payments | $ | 84,165 |
Note 20 | Income Taxes |
The income tax expense consists of the following: |
Three months period | Three months period | |||||||
Current provision* | $ | - | $ | 5,528 | ||||
Deferred provision/(benefit) | (2,521 | ) | 3,877 | |||||
$ | (2,521 | ) | $ | 9,405 |
*During the three month ended March 31, 2019 and 2018, Income Tax expense is of Nil and $ 5,528, respectively. Effective Income tax rate for Quarter 1 of 2019 is zero and for 2018 is 1.53%. Effective interest rate is zero because of net loss incurred during the year 2018-19, as per Indian Income Tax Act. 1961. |
F - 18 |
Mann- India Technologies Private Limited
Notes to unaudited Financial Statements
Note 21 | Earnings per Share |
The basic and diluted earnings per share (“EPS”), and the basic and diluted weighted average shares outstanding for all periods as presented in the accompanying Statements of Operations and Comprehensive Income/(Loss) are shown below: |
Earnings per Share | Three months period | Three months period | ||||||
Basic earnings per common share | $ | 0.11 | $ | (0.52 | ) | |||
Diluted earnings per common share | $ | 0.11 | $ | (0.52 | ) | |||
Basic weighted average shares outstanding | 322,088 | 304,455 | ||||||
Diluted weighted average shares outstanding | 322,088 | 304,455 |
Basic EPS is equal to net income attributable to Mann-India divided by the weighted average number of shares of common stock outstanding for the period. Diluted EPS takes into consideration common stock equivalents. Diluted EPS is equal to net income attributable to Mann-India divided by the combined sum of the weighted average number of shares outstanding and common stock equivalents. At March 31, 2019 and 2018 there were zero, and zero potentially issuable shares with respect to common stock equivalents which could dilute EPS in the future but which were excluded from the diluted EPS calculation because presently their effect is anti-dilutive. | |
Note 22 | Commitments and contingencies |
The Company is subject to legal actions, administrative proceedings and claims which have arisen in the ordinary course of its business. The Company believes the resolution of these matters is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. Legal costs incurred and penalties or interest charged in connection with contingencies are expensed as incurred. | |
Note 23 | Subsequent events |
The Company has evaluated events and transactions subsequent to the balance sheet date through June 30, 2019, the date the financial statements were available for issuance. | |
Share Exchange Agreement | |
On May 16, 2019, Mann-India Technologies Private Limited (the “Company” or “Mann India”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with TraqIQ, Inc., an US corporation (“TraqIQ”) and its shareholders (the “Mann India Shareholders”). Whereby the Mann India Shareholders agreed to exchange all of their respective shares in Mann India in exchange for warrants (the “Warrants”) exercisable for a period of 5 years to purchase 1,329,272 shares of common stock, par value $0.0001 per share, of TraqIQ (“TraqIQ Mann Shares”), at an exercise price of $0.0001 per share, and valued at $486,912, subject to certain conditions as set forth in the Share Exchange Agreement. The Mann India Shareholders will each be allocated their respective Warrants on a pro rata basis based on their respective holdings in Mann-India. | |
Note 24 | Off-Balance Sheet Arrangements |
As of March 31, 2019, and December 31, 2018 we had no off-balance sheet arrangements or obligations. |
F - 19 |