1. Contingent liabilities not provided for :
Particulars As at As at
March 31, 2011 March 31, 2010
Rs. ''000 Rs. ''000
(i) Corporate guarantee given to Bank
for finance provided to Digihome
Solutions Private Limited against which
loan outstanding is (Rs.''000) 7,900
previous year (Rs.''000) 11,441} 77,900 77,900
(ii) Disputed Service Ta x Liability
on fees and charges paid for Borrowings
in the form of Foreign Currency
Convertible Bonds and External Commercial
Borrowings 4,667 4,667
(iii) Pending assessment of Income tax and
Sales tax(Including Interest, if any) Amount unascertainable
Total 82,567 82,567
(ii) Raw Material Consumed Quantities in respect of raw materials and
consumable are not ascertainable due to multiplicity and diverse nature
of items and value of each such items are less than 10% of the total
value
2. Staff Benefits cost in accordance with Accounting Standard 15
(Revised)
(i) Defined Contribution Plan: The amount of contribution to provident
fund recognized as expenses during the year is (Rs.''000 )
2,917{Previous Year (Rs.''000 ) 4,948}
(ii) The Company had been recognizing, accruing and accounting the
Retirement Benefits as per the erstwhile Accounting Standard -15 on
Retirement Benefits till March 31, 2007. The Company has adopted
revised AS -15 w.e.f. April 01, 2007.
3. Dues to Micro, Small and Medium Enterprises (MSME)
The Company has not received any intimation from the suppliers
regarding status under the Micro, Small and Medium Enterprises
Development Act, 2006 (the ''Act'') and hence disclosure regarding
following has not been provided.
a) Amount due and outstanding to MSME suppliers as at the end of the
accounting year.
b) Interest paid during the year to MSME
c) Interest payable at the end of the accounting year.
d) Interest accrued and unpaid at the end of the accounting year to
MSME
The Company is making efforts to get the confirmations from the
suppliers as regards their status under the Act. Management believes
that the figures for disclosure will not be significant.
The agreements are executed for a period of 11 to 60 months with a
cancellable period at the beginning of the agreement ranging from 0 to
24 months and having a renewable clause.
4 . Foreign Currency Convertible Bonds
The Company had raised USD 34.5 million through an issue of 3000
numbers of 1% Foreign Currency Convertible Bonds Due 2010 of USD 10,000
each (FCCB) in June 2005 followed by 450 numbers of additional FCCB
in July 2005 on account of exercise of green shoe option of 15%. These
FCCB are listed at Luxembourg Stock Exchange. The FCCB bear interest @
1% per annum with redemption at 128.25% of their principal amount. At
the option of the Bondholders, FCCB are convertible into Shares/Global
Depository Receipts (GDR) within a period of 5 years from the date of
the original issue i.e. June 24, 2005 at the revised conversion price
of Rs 75.20 per share effective from June 25, 2006 (initial conversion
price being Rs. 94/- per share) pursuant to the provisions of the Trust
Deed executed in respect of the FCCB. At the year end, 880 FCCB were
outstanding which, if converted into GDR/Equity shares at the reset
Conversion Price of Rs 75.20 per share, would result into issuance of
additional 5,099,202 numbers of equity shares of Rs. 2 each. However
the company is in the process of resetting the conversion price as per
current pricing guidelines. The same is currently pending before the
Reserve Bank of India, Mumbai.
5 Segment Information
Primary Segment Information
The Company is in the business of sale of software services which is
viewed by the management as a single primary segment, i.e. business
segment.
Secondary Segment Information - Geographical
6. Unhedged Foreign Currency Exposure:
Particulars of Unhedged Foreign Currency exposure as at Balance Sheet
date in (''000s)
Advance to Creditors Rs. 744,531 (USD 16,757) (PY: Rs. 575 ; USD 13).
Creditors Rs.5 (USD 0.12) (PY: Nil)
Export Debtors Rs.1,349,211 (USD 22,474; EURO 5,621) (PY: Rs. 1,442,642
; USD 23,920; EURO 6,129)
Foreign Currency Bank Account Rs. 699,894 (USD 15577; EURO 125 )
(PY:Rs. 2,345,345; USD 47,099; EURO 3,858)
Term Loan Rs. 285,750 (EURO 4,500) (PY: Rs.273,780; EURO 4,500)
Unsecured Loan Rs. 403,161 (USD 8,995) (PY: Rs. 416,826; USD 9,206)
Loans and Advances to Subsidiaries Rs. 78,729 (USD 124; CHF 1,523) (PY:
Rs. 35,769; USD 124; CHF 723)
7. At the beginning of the year, the Company had outstanding Interest
Free Deposits with Body Corporates aggregating (Rs ''000) 80,639.
(Previous year (Rs ''000) 80,639.) These deposits were given prior to
2003 to Company''s various business associates for the business
development. During the current year, no amount has been received. In
respect of balance receivables of Rs 80,639, the management is taking
appropriate steps for recovery of these dues. Consequently no provision
is considered necessary at this stage.
8 The Company had issued 1,333,100 Global Depository Receipts (GDRs)
on February 07, 2003 at a price of USD 11.25, per GDR with each GDR
representing 3 equity shares of Rs.10 each. These GDRs are listed on
Luxembourg Stock Exchange. Pursuant to Special Resolution passed at the
Annual General Meeting held on December 29, 2003, equity shares of
Rs.10 each were sub-divided into smaller denomination of Rs.2 each for
which the Company had fixed January 29, 2004 as the Record Date.
Corresponding increase was made to the number of GDRs from one to five
in order to maintain the GDR to Equity proportion of 1:3.
Further, pursuant to the Special Resolution passed at the Annual
General Meeting held on December 28, 2004, bonus shares in the
proportion of one equity share for every two equity shares held on the
record date of January 28, 2005 were allotted on January 31, 2005
resulting in increase in the number of GDRs.
No GDRs (PY(''000) 100, representing (''000) 300 equity shares) were
outstanding as at March, 2011.
As stated at para 11 above, 880 numbers of 1% Foreign Currency
Convertible Bonds Due 2010 was outstanding as at March, 31, 2011. In
the event these FCCB are converted into GDR, it would result into
issuance of 1,699,734 numbers of GDRs representing 5,099,202 numbers of
equity shares at the existing conversion price. However, at the behest
of majority bondholders, the company is in the process of resetting the
conversion price as per applicable pricing guidelines. The same is
currently pending before the Reserve bank of India, mumbai.
9 The Company has an investment (net of provision) of (Rs ''000) 29,597
(Previous year (Rs ''000) 29,597) in Opdex Inc (Opdex), a wholly owned
subsidiary and it has also granted loans and advances of (Rs ''000)
5,508 (Previous year (Rs ''000) 5565) to Opdex, whose accumulated losses
substantially exceed its paid up capital. The management has initiated
series of steps to revive the business of Opdex, including providing
additional funds and deputing a senior employee to head the operations
of Opdex. The management believes that Company''s investment in Opdex is
strategic and diminution in value, if any, is only temporary. In view
of the foregoing, the management believes that provision made is
sufficient and no further loss is anticipated on diminution in the
value of said investment. Management also believes that dues from Opdex
are fully recoverable.
10 Financial restructuring
a) The company has formulated a scheme of Financial restructuring to
deal with current recession in the software industry, and the costs
incurred on the product development and foreign currency losses.
Accordingly as per the scheme of arrangement Under section 100 to 103
read with section 78 of the Companies Act, 1956, The Hon''ble High Court
of Judicature at Bombay, vide its Order dated 13th August, 2010 has
sanctioned the scheme approved by members by the Special Resolution
passed at the Extra-ordinary General Meeting held on 08th June, 2010
for utilization of Rs.215.00 crores out of the balance standing to the
credit of the Securities Premium Account for allocating and/or
earmarking to adjust product development expenditure incurred/to be
incurred, diminution in value of investments if any and loss arising on
account of foreign exchange fluctuations. Accordingly, the resolution
has been given effect to in the accounts of the Company to the tune of
aggregating an amount of Rs.196.80 crores.
11 Previous years'' figures are regrouped and re arranged to make them
comparable.
12 Schedules - A to S form an integral part of the financial statements
accounts and has been duly authenticated.
Signatures to Schedules A to S
|