1.1 Figures for the previous year have been re-grouped / re-arranged,
wherever considered necessary, to conform to current years
presentation. The current years fgures are not comparable with those
of the previous year to the extent of acquisitions / divestments made
by the Group during the current year and those made during the previous
year.
1.2 Capital commitments and contingent liabilities
Rs.in crores
As at As at
March 31, 2011 March 31, 2010
Capital Commitments*
Estimated amount of contracts
remaining to be executed on capital ac- 2.96 6.92
count and not provided for (net of
advances)
Contingent Liabilities
Outstanding guarantees 20.40 7.19
Premium on redemption of FCCB
(Refer Note No. 2.5) 43.32 84.21
Estimated amount of claims against
the Group not acknowledged
as debts in respect of :
-Disputed Income Tax matter 8.02 5.75
-Disputed Sales Tax matter 2.12 1.08
-Customer claims 0.37 0.20
-Others** 83.56 18.38
*Except where amount is not ascertainable in respect of acquisition as
mentioned in note no.2.4.1
**Includes expenses of legal cases relating to Registrar & Transfer
Services, which are reimbursable by the Principal
to the extent of Rs. 0.74 crores (as at March 31, 2010 -Rs. 1.21 crores).
1.3 Qualifed Institutional Placement Issue -
During the year, the Parent Company has issued and allotted 2,29,00,099
fully paid-up Equity Shares at a price of Rs. 78.60 per Equity Share
(including premium ofRs. 68.60 per Equity Share) aggregating Rs. 179.99
crores on April 7, 2010. These shares rank pari passu with the existing
shares of the Parent Company with respect to dividend.
1.4.1 In April 2008, the Parent Company entered into a share purchase
agreement with the owners of Locuz Enterprise Solutions Limited,
Hyderabad, to acquire the 2,60,000 shares (representing 26% of the
paid-up equity capital of Locuz Enterprise Solutions Limited) for a
consideration of Rs. 6.93 crores. In November, 2009, the Parent Company
acquired further 25% stake in Locuz Enterprise Solutions Limited for a
consideration of Rs. 5.32 crores along with a commitment to acquire the
balance of the paid-up capital at a future date for additional
consideration payable on achieving certain measurable criteria such as
future revenue / proftability etc., as per the agreement. In September
2010, the Parent Company acquired further 23% stake in Locuz Enterprise
Solutions Limited for a consideration of Rs. 10.55 crores along with a
commitment to acquire the balance of the paid-up capital at a future
date for additional consideration payable on achieving certain
measurable criteria such as future revenue / proftability etc., as per
the agreement.
Excess of consideration over the value of the net worth of Locuz is
shown as goodwill arising on consolidation.
1.4.2 a) In May 2008, the Parent Company entered into a share purchase
agreement with the owners of Fineing
Solutions Private Limited, Mumbai to acquire the 60,165 shares
(representing 51% of the paid-up equity capital of FinEng Solutions
Private Limited) for a consideration of Rs. 17.73 crores. In June 2009,
the Parent Company has acquired additional 9% of the paid-up capital of
FinEng Solutions Private Limited for a consideration of Rs. 3.67 crores.
As agreed in the Share Purchase Agreement, in October 2009 the Parent
Company made an upside payment of Rs. 2.71 crores to the Promoter
Shareholders of FinEng Solutions Private Limited. In June 2010, the
Parent Company acquired the balance 40% stake for a consideration of Rs.
15.86 crores.
b) In July 2010, the Parent Company entered into business purchase
agreement with FinEng Solutions Private Limited.The Parent Company has
acquired / assumed the assets and liabilities at their respective book
values.
1.4.3 The Board of Directors of the Parent Company have approved the
amalgamation of J&B Software India Pvt. Ltd. (J&B) with the Parent
Company. In this regard, the Parent Company has received an
in-principle approval from the Stock Exchange. The Parent Company is
now in the process of fling a single petition for J & B in Madras High
Court.
1.4.4 a) During the year, the Parent Company has sold its 100% stake in
eMudhra Consumer Services Limited (formerly
known as 3i Infotech Consumer Services Limited) (including its
subsidiaries) at a value of Rs. 29.88 crores, out of which Rs. 6.00 crores
has been received in the current year and balance consideration of Rs.
23.88 crores will be received as per the terms of agreement before
December 2011;and
b) Other receivable amounts of Rs. 25.00 crores from eMudhra Consumer
Services Limited (formerly known as 3i Infotech Consumer Services
Limited) have been converted into Zero Coupon Non Convertible
Redeemable Preference Shares, redeemable by December 14, 2015.
1.4.5 During the year, the Parent Company has sold its 100% stake in
its subsidiary 3i Infotech Insurance & Reinsurance Brokers Limited for
a consideration of Rs. 0.05 crores. The difference between the carrying
value of investment and sale proceeds is accounted as loss on sale of
investment and charged to Proft and Loss Account.
1.4.6 In February 2010, 3i Infotech (Middle East) FZ LLC, Soft
Solutions Ltd, Skye Bank PLC and Unity Bank PLC entered into a joint
venture contract for the establishment of Joint Venture Company in
Lagos, Nigeria. In pursuance to this, a Joint Venture Company, Process
Central Limited was set up in Nigeria in May 2010, wherein the 3i
Infotech (Middle East) FZ LLC interest in the equity was 47.50% and
other partners having share of 17.5% each. 3i Infotech (Middle East) FZ
LLC would have an option to raise its stake to 51% from 47.50% within 3
years.
In July 2010, 3i Infotech (Middle East) FZ LLC has invested USD 285,000
being 60% of the Groups share of interest in Equity of the Joint
Venture.
1.6 (i) During the previous year, the Parent Company has bought back
and cancelled FCCBs (out of the third and the fourth issues) of face
value of EURO 6,000,000 and USD 8,500,000 equivalent to Rs. 82.42 crores
at a discount resulting in reduction of liability by Rs. 29.19 crores.
The same has been shown as exceptional income in the Proft & Loss
Account.
(ii) During the previous year, the Parent Company has incurred an
amount of Rs. 1.33 crores towards professional fees in respect of the
aforesaid buyback. The same has been shown as exceptional expenditure
in the Proft & Loss Account.
1.7 During the previous year, the Parent Company had exited from
agreements with various State Governments in respect of setting up and
operating Citizen Service Centers and loss of Rs. 260.46 crores thereon
was disclosed as Impact Of Discontinuing Operations
1.8 a) In the opinion of the Board, the investments, current assets,
loans and advances are realizable at a value, which
is at least equal to the amount at which these are stated, in the
ordinary course of business and provision for all known and determined
liabilities are adequate and not in excess of the amount stated.
b) The accounts of certain Sundry Debtors, Creditors, Loans & Advances
and Banks are however, subject to confrmations / reconciliations and
consequent adjustments, if any. The management does not expect any
material difference affecting the current years fnancial statements on
such reconciliation / adjustments.
1.9 Leases:
a) Operating Lease:
(i) The Parent Company has acquired certain Land and Building under a
lease arrangement for a period of sixty years at a premium of Rs. 0.50
crores starting from December 4, 2000 for Land and Rs. 15.62 crores
starting from March 13, 2000 and Rs. 5.05 crores from March 1, 2003 for
building and the same is being amortized over the lease period. All
other lease arrangements in respect of properties are renewable /
cancelable at the Groups and / or lessors option as mutually agreed.
The future lease rental payment that the Group is committed to make is:
1.10 Employee Stock Option Plan (ESOP):
The Parent Companys Employees Stock Option Plan provides for issue of
equity option up to 25% of the paid- up Equity Capital to eligible
employees. The scheme covers the managing director, whole time
directors and the employees of the subsidiaries, the erstwhile holding
Company and subsidiaries of the erstwhile holding Company, apart from
the employees of the Parent Company. The options vest in a phased
manner over three years with 20%, 30% and 50% of the grants vesting at
the end of each year from the date of grant and the same can be
exercised within ten years from the date of the grant by paying cash at
a price determined on the date of grant.
Method used for accounting for the share based payment plan:
The Parent Company has elected to use the intrinsic value method to
account for the compensation cost of stock options to employees of the
Parent Company. Intrinsic value is the amount by which the quoted
market price of the underlying share as on the date of grant exceeds
the exercise price of the option.
Fair Value methodology for the option
The fair value of options used to compute net income and earnings per
equity share have been estimated on the dates of each grant within the
range of Rs. 58.00 to Rs. 143.38 using the Black - Scholes pricing model.
The Parent Company estimated the volatility based on the historical
share prices. The various assumptions considered in the pricing model
for the options granted under ESOP are:
1.11 Related Party Transactions:
Directors / Key Management Personnel: Mr. V Srinivasan (Managing
Director), Mr. Amar Chintopanth (Deputy Managing Director & CFO), Mr.
Anirudh Prabhakaran (Executive Director & President – South Asia (till
November 2, 2010)).
Enterprise in which relative of key managerial personnel has
substantial interest – Cadenza Solutions Private Limited
The following transactions were carried out with the related parties in
the ordinary course of business during the year
1.12 Disclosures pursuant to AS 17 – Segment Reporting:
a) The Parent Company has started reporting two Operating Segments, IT
Solutions and Transaction Services from this year as against to the
segments IT Products, IT Services and Transaction Services
hitherto being reported.
b) As the Parent Company has increasingly commenced providing bundled
solutions to clients, combining products & services, the management is
viewing the entire IT business as a solution based segment. The change
in reporting segment is in line with this change in the business
offering.
e) Considering the nature of the Groups business, the assets and
liabilities cannot be identifed to any specifc business segment.
1.13 Residual Dividend represents dividend on shares issued (entitled
to previous year dividend) between the date of proposed dividend and
record date.
Residual dividend of Rs. 4.03 crores (inclusive of tax Rs. 0.57 crore) (for
the year ended March 31, 2010 Rs. 0.02 crores (inclusive of tax Rs. 0.00
crore)), is appropriated out of Proft & Loss Account.
1.14 Amount of exchange difference (net) credited to Proft & Loss
Account during the year ended March 31, 2011 is Rs. 2.99 crores (for the
year ended March 31, 2010 credited Rs. 8.46 crores).
1.15 a) Figures for the previous year have been re-grouped /
re-arranged, wherever considered necessary to conform to current years
presentation.
b) Rs. 0.00 crores denotes fgures less than Rs. 50,000.
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