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Aztecsoft
BSE: 532385|NSE: AZTECSOFT|ISIN: INE651B01010|SECTOR: Computers - Software
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Explore Aztecsoft connections « Mar 07
Notes to Accounts Year End : Mar '09
1 During the year, MindTree Limited (MindTree) has acquired
 3,64,41,595 equity shares of Rs. 3 each constituting 79.90% of the
 voting capital of Aztecsoft Limited (Aztecsoft) through a combination
 of direct purchase from promoter shareholder and open offer to the
 public shareholders. As a result, Aztecsoft has become a subsidiary of
 MindTree.
 
 Mindtree has filed an application with the Honble High Court of
 Karnataka for the merger of Aztecsoft with Mindtree effective from
 April 1, 2009.
 
 2 Employee Stock Option Plan (ESOP)
 
 The 1998 Stock Option Plan provides for grant of stock options on
 equity shares of the Company to employees and Directors of the Company
 and of its wholly owned subsidiaries. Under the 1998 Stock Option Plan,
 options were granted at an exercise price equal to the par value of the
 underlying equity shares prior to the public issue of equity shares.
 Subsequent to the public issue of equity shares, options are granted at
 an exercise price, which is not less than the fair market value of the
 underlying equity shares on the date of grant. The 1998 Stock Option
 Plan is in accordance with the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 dated June 30, 2003. Aztec Software and Technology
 Services Limited Employees Welfare Trust (the Trust) administers the
 plan.
 
 The Company has two stock option plans:
 
 a.  1998 Stock Option Plan (India) -The plan provides for issue and
 transfer of equity shares to employees to whom stock options are
 granted from time to time. The issue of equity shares is either from
 equity shares held in the trust or through issue of equity shares
 directly by the Company.
 
 b.  1998 Stock Option Plan (US) -The plan provides for issue of equity
 shares to be held in the Trust and transferred to employees of the
 Companys subsidiaries in USA to whom the stock options are granted
 from time to time.
 
 3 Estimated amount of contracts remaining to be executed on capital
 account and not provided for amounts to Rs. 23,213 thousand (2008
 :Rs.10,711 thousand)
 
 4 Claims against the Company not acknowledged as debts amounts to Rs.
 691 thousand (2008: Rs. 691 thousand).
 
 5 Contingent liabilities and commitments:
 
 a) Outstanding bank guarantee in favour of government authorities: Rs.
 5,069 thousand ( 2008 : Rs.5,495 thousand)
 
 b) The Company has received orders under Section 143(3) of the
 Income-tax Act 1961 for the financial year 2001 - 02, 2002-03 and
 2003-04 wherein demand of Rs. 91,481 thousands, Rs. 49,264 thousands
 and Rs. 60,837 thousands respectively has been raised against the
 Company. These demands have arisen mainly on account of transfer
 pricing adjustments made in the order. The Company has not accepted
 these orders and has been advised by its legal counsel/advisors to
 prefer appeals before the Commissioner of Income Tax (Appeals).
 
 The Company had received a favorable order from the Commissioner of
 Income Tax (Appeals) for the year 2001-02 where in the Commissioner of
 Income Tax (Appeals) has accepted the Companys contentions and quashed
 the demand raised. The Income tax department had appealed against the
 above mentioned order with Income Tax Appellate Tribunal (ITAT). ITAT,
 during the current year have passed an order setting aside both the
 Order of the Commissioner of Income Tax (Appeals) as well as the
 Assessing Officer and has remanded the matter back to the assessment
 officer for re-assessment.  The Company has preferred an appeal with
 the High Court of Karnataka against the order of the ITAT. Further,
 during the year the High Court of Karnataka has stayed the operation
 and all further proceeding pursuant to the order passed by the ITAT.
 
 The Company has appealed against the demands received for 2002-03 and
 2003-04 to the Commissioner of Income- tax (Appeals) where the matter
 is pending conclusion.  Based on favourable order received by the
 Company for the financial year 2001 -02 and an evaluation of the facts
 and circumstances, no provision has been made against the above orders
 in the financial statements of the Company as at and for the year ended
 March 31, 2009.
 
 During the current year, the Company has received order under Section
 143(3) of the Income-tax Act 1961 for the financial year 2004-05
 wherein demand of Rs. 28,484 thousands has been raised against the
 Company. This demand has arisen mainly on account of transfer pricing
 adjustments made in the order. The Company has not accepted this order
 and has filed an appeal before the Commissioner of Income Tax
 (Appeals).
 
 c) The Company has received show cause notices from the office of the
 Additional Director General of Central Excise, Intelligence, Bangalore
 Zonal Unit regarding service tax leviable on import of services and
 software development services for domestic customers aggregating to Rs.
 58,232 thousands for its Bangalore unit. The Company has not accepted
 the show cause notice allegations and has filed the response to the
 notices after consulting its legal counsel/ advisors. Based on the
 advice of the legal counsel, the management believes that the Company
 has a good case.  Accordingly, no provision has been recorded in the
 financial statements as at March 31, 2009.
 
 6 Derivatives
 
 The Company has the following outstanding foreign exchange derivatives
 to sell US dollars (USD) as at March 31, 2009:
 
 Forward contracts amounting to USD 3,500 thousand (previous year: USD
 90,085 thousand)
 
 Option contract amounting to USD 12,000 thousand (previous year: nil)
 
 These derivative instruments have been entered to hedge highly probable
 forecast sales.
 
 In accordance with AS 30 such derivative financial instruments which
 qualify for cash flow hedge accounting, the resultant exchange loss of
 Rs. 13,815 thousand has been debited to hedging reserve of the company.
 Other derivative instruments (outstanding option contracts as at year
 end) that do not qualify for hedge accounting, the resultant exchange
 loss of Rs. 132,401 thousand have been debited to the profit and loss
 account for the year.
 
 7 The Company is engaged in development of computer software. The
 production and sale of such software cannot be expressed in any generic
 unit. Hence, it is not possible to give the quantitative details of
 sales and certain information as required under paragraphs 3, 4C and 4D
 of part II of Schedule VI to the Companies Act, 1956.
 
 8 CIF value of imports - Capital goods - R.s. 13,534 thousands (2008 :
 Rs.59,441 thousands)
 
 9 Earnings in foreign currency - Income from software development and
 services - Rs. 2,366 thousand (2008: 2,029 thousand )
 
 10 Provision for taxation
 
 The Companys operations are entitled to a tax holiday under Section
 10A of the Income Tax Act, 1961. However, the tax holiday period has
 expired for three of the total six units and the Company has made
 provision for taxation on the business income arising from the said
 units. The Company has made provision for taxation on its non-operating
 income in accordance with the provisions of the relevant sections of
 the Income Tax Act, 1961. The Company has calculated its tax liability
 for the year after considering Minimum Alternate Tax (MAT). Minimum
 Alternative Tax (MAT) paid in accordance with the tax laws which
 gives rise to future economic benefits in the form of adjustments of
 future income tax liability, is considered as an asset if there is
 convincing evidence that the Company will pay normal tax after the tax
 holiday period. MAT credit entitlement can be carried forward and
 utilised for a period of seven years from the year in which the same is
 availed. Accordingly, it is recognized as an asset in the balance sheet
 when it is probable that the future economic benefit associated with it
 will flow to the Company and the asset can be measured reliably.This
 has not resulted in an additional tax expense as MAT can be set off
 against any future tax liability. Accordingly, Rs. 3,265 thousands is
 shown under Loans and Advances in the balance sheet as of March 31,
 2009.
 
 11 Segment information
 
 The Board of Directors (the Board) and the Chief Executive Officer
 (CEO) of the Company review the performance of the Company at the
 enterprise level.The Board and the CEO rely primarily on results at the
 enterprise level for assessing performance and making decisions about
 resource allocation and hence the Company has no reportable primary
 segments.
 
 12 Change in accounting policy
 
 Effective April I, 2008, the Company has adopted the principles of AS
 30 for forward exchange contracts and other derivatives that are not
 covered by AS II and that relate to a firm commitment or a highly
 probable forecast transaction. In the previous year, the Company has
 accounted for such contracts in accordance with the guidance in the
 Announcement of ICAI dated March 29, 2008. Had the Company accounted
 for these contracts in accordance with the aforesaid ICAI Announcement,
 exchange loss would have increased by Rs. 13,815 thousands and profit
 for the year would have been lower by the same amount. As at March 31,
 2009, the Company has outstanding forward contracts amounting to USD
 3,500 thousand (2008: USD 90,085 thousand) and option contracts
 amounting to USD 12, 000 thousand (2008: USD Nil).
 
 13 Previous years figures have been regrouped/ reclassified to conform
 to the current years classification.
Source : Dion Global Solutions Limited
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