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Shaping the future of software driven business

Consolidated Financials •

257

Persistent Systems Inc., subsidiary of Persistent Systems Limited, has given a guarantee of

`

10.00 million (Previous year:

`

10.00 million to Tech Data Europe GmbH & its Affiliates towards trade payable of Persistent Systems Inc & its Affiliates.

Persistent Systems Ltd has given a guarantee of $ 15.17 million on behalf of Persistent Systems Inc. (Previous year: $ 15.17

million).

42.

On July 02, 2015, the Company, through its wholly owned subsidiary Persistent Systems Inc., acquired the entire equity

capital of US based Akshat Corporation (d.b.a. RGen Solutions in USA). In addition to the upfront purchase consideration,

the stock purchase agreement for additional consideration, contingent upon certain conditions being met in future years.

The additional contingent consideration payable to the selling shareholders is subject to a maximum amount of USD 3.75

million. The fair value of the contingent consideration is estimated to be Nil as on the date of acquisition. The contingent

consideration would be recorded, as and when the contingency is resolved and the consideration is payable.

43.

Persistent Systems Inc. (a wholly owned subsidiary of Persistent Systems Limited) acquired Digital Content Management

Solution product from the US based Akumina Inc. on November 9, 2015. In addition to the upfront purchase consideration,

the asset purchase agreement provides for additional consideration, contingent upon certain conditions being met in

future years. The additional contingent consideration payable to Akumina Inc., is subject to maximum amount of USD 5.00

million. The fair value of the contingent consideration is estimated to be Nil as on the date of acquisition. The contingent

consideration would be recorded, as and when the contingency is resolved and the consideration is payable.

44.

Persistent Telecom Solutions Inc. (a wholly owned subsidiary of Persistent Systems Inc.) acquired a cloud platform open

source software from Citrix on February 28, 2016. In addition to the upfront purchase consideration, the asset purchase

agreement provides for additional consideration, contingent upon certain conditions being met in future years. The fair

value of the contingent consideration is estimated to be Nil as on the date of acquisition. The contingent consideration

would be recorded, as and when the contingency is resolved and the consideration is payable.

45.

a) On August 24, 2018, Persistent Systems Inc. (a wholly owned subsidiary of Persistent Systems Limited) acquired the

entire equity capital of a USA based Company Herald technologies Inc. (referred to as ‘Herald’). The Company acquired

100% voting equity interest in Herald through share purchase agreement.

The acquisition would strengthen Persistent’s IP led offerings in the healthcare domain and create a number of cross-sell

opportunities

b) The amount of consideration is

`

148.50 million which is paid / payable in cash.

The fair value of assets acquired and liabilities assumed as on the date of acquisition are as follows:

(In

`

Million)

Particulars

Total

Current Assets

Cash and & cash equivalents

0.35

Non-current assets

Property, Plant and Equipment

0.08

Intangible assets under development

148.67

Current liabilities

Trade and other payables

0.35

Net assets

148.75

The gain on bargain purchase arising on acquisition is

`

0.25 million

c) Net cash outflow on acquisition of subsidiaries

Particulars

Amount in

`

million

Consideration paid/ payable in cash

148.50

Less: cash and cash equivalent balances acquired

(0.35)

148.15

d) Revenue of Herald is Nil. The loss included is

`

10.29 million. Had the business combination been effected on April 1,

2018, there would have been no change in the revenue and the profit after tax for the year ended March 31, 2019 for

the Group.

Notes forming part of consolidated financial statements (Contd.)