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Moneycontrol.com India | Notes to Account > Computers - Software Medium/Small > Notes to Account from eClerx Services - BSE: 532927, NSE: ECLERX
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eClerx Services
BSE: 532927|NSE: ECLERX|ISIN: INE738I01010|SECTOR: Computers - Software Medium/Small
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Explore eClerx Services connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Investments
 
 a.  The Company entered into a share purchase transaction on January
 28, 2010 with shareholders of eClerx Private Limited, Singapore to
 acquire the entire share capital of that Company for a consideration of
 Singapore $ 1.
 
 b.  Pursuant to a Share Purchase Agreement (‘SPA'') dated July 24, 2007,
 the Company, through its subsidiary, eClerx Investments Limited (EIL),
 acquired 99.4% of Igentica Travel Solutions Limited (ITS) for GBP
 1,428,441. ITS was wound up on 29th March 2011 and the provision for
 diminution in value of investment in EIL has hence been made for Rs.
 126.77 millions, based on the revised net worth of EIL as at March 31,
 2011.
 
 2.  Segment Reporting
 
 The Company operates under a single primary segment i.e. data analytics
 and process outsourcing services.
 
 3 Operating Leases
 
 The Company has various operating leases for office facilities and
 residential premises for employees which include leases that are
 renewable on a yearly basis, cancellable at its option and other long
 term leases.
 
 4.  Employees Stock Option Plan (ESOP)
 
 ESOP 2005 scheme:
 
 The Company instituted ESOP 2005 scheme under which 750,000 stock
 options have been allocated for grant to the employees. The scheme was
 approved by our shareholders at the Extra Ordinary General Meeting held
 on November 16, 2005.
 
 ESOP 2008 scheme:
 
 The Company instituted ESOP 2008 scheme under which 1,000,000 stock
 options have been allocated for grant to the employees. The scheme was
 approved by the shareholders by way of postal ballot, the result of
 which was declared on May 19, 2008. The Scheme was subsequently amended
 to increase the number of options to 1,600,000 stock options vide
 resolution passed at Ninth Annual General Meeting held on August 26,
 2009.
 
 5.  Related Party Information
 
 As per Accounting Standard 18 - Related Party Transactions, as notified
 under the Companies Act, 1956, the Company''s related parties and
 transactions with them are enumerated below:
 
 A.  Related Parties
 
 (a) Where control exists:
 
 1.  eClerx Limited (wholly owned subsidiary)
 
 2.  eClerx LLC (wholly owned subsidiary)
 
 3.  eClerx Investments Limited (wholly owned subsidiary)
 
 4.  eClerx Private Limited (wholly owned subsidiary)
 
 5.  Igentica Travel Solutions Limited 
 
 *(99.4% held by eClerx Investments Limited 
 
 * Igentica Travel Solutions Limited has been wound up on March 29, 2011
 
 (b) Enterprises where Key Managerial Person and/or relative of such
 personnel have significant influence: 
 
 1.  Duncan Stratton & Company Limited
 
 (c) Key Management Personnel:
 
 1.  V.K. Mundhra (Chairman)
 
 2.  P. D. Mundhra (Executive Director)
 
 3.  Anjan Malik (Director)
 
 B.  Details of Related Party Transactions
 
 The Company has identified the following related party transactions in
 accordance with the requirement under AS 18, as notified under the
 Companies Act, 1956:
 
 6. Earnings Per Share
 
 The basic earnings per equity share are computed by dividing the net
 profit attributable to the equity shareholders for the year by the
 weighted average number of Equity Shares outstanding during the
 reporting period. The number of shares used in computing diluted
 earnings per share comprises the weighted average number of shares
 considered for deriving basic earnings per share, and also the weighted
 average number of Equity Shares, which may be issued on the conversion
 of all dilutive potential shares, unless the results would be anti
 dilutive.
 
 7. Employee Benefit Plans
 
 The Company makes annual contribution to the Employee''s Group Gratuity
 Assurance Scheme of the Life Insurance Corporation of India (LIC) from
 July 2008. The Scheme provides for lump sum payment to vested employees
 at retirement, death while in employment or on termination of
 employment based on completed year of service or part thereof in excess
 of six months. Vesting occurs on completion of five years of service.
 
 The following table sets out the status of the gratuity plan for the
 year ended March 31, 2011 as required under AS 15 (Revised) as notified
 under the Companies Act, 1956
 
 8. Forward contracts and options in foreign currencies
 
 The Company, in accordance with its risk management policies and
 procedures, enters into foreign currency forward contracts and currency
 option contracts to manage its exposure to foreign currency exchange
 rate fluctuations. The counter party is generally a bank.
 
 9. The Company has deferred the recognition of cumulative Minimum
 Alternative Tax (MAT) credit of Rs. 168.69 million as at March 31,
 2011, which could be available for set off against future tax liability
 under the provisions of the Income Tax Act, 1961 on account of
 uncertainty around the time frame within which income tax will be
 payable under the normal provisions against which the MAT credit can be
 utilised.
 
 10.  Dues to Small scale, micro and medium enterprises
 
 Based on the information available with the Company, there are no dues
 payable to micro, small and medium enterprises as defined in The Micro,
 Small & Medium Enterprises Development Act, 2006.
 
 11.  Contingent Liabilities
 
 Guarantees have been given by the Company on behalf of various
 subsidiaries against credit facilities amounting to Rs. 2.6 million
 (Previous Year Rs. 2.6 million).These guarantees have been given in the
 normal course of the Company''s operations and are not expected to
 result in any loss to the Company on the basis of the beneficiaries
 fulfilling their ordinary commercial obligations.
 
 The Company has received the following Income Tax demand notices
 amounting to Rs 29.13 million (Previous Year Rs. 29.13 million).
 
 The amounts represent best possible estimates arrived at on the basis
 of available information. The uncertainties and possible reimbursements
 are dependent on the outcome of the different legal processes which
 have been nvoked by the Company or the claimants as the case may be and
 therefore cannot be predicted accurately. The Company engages reputed
 professional advisors to protect its interest and has been advised that
 it has strong legal positions against such disputes. Hence no provision
 has been made in the financial statements for these Income Tax demands.
 
 12.  Quantitative details
 
 The Company is in the business of providing Knowledge Process
 Outsourcing services. Such services are not capable of being expressed
 in generic unit and hence, it is not possible to give the quantitative
 details required under paragraphs 3, 4C and 4D of Part II of Schedule
 VI to the Companies Act, 1956.
 
 13.  The company has a comprehensive system of maintenance of
 information and documents as required by the transfer pricing
 legislation under sections 92-92F of the Income Tax Act, 1961. Since
 the law requires existence of such information and documentation to be
 contemporaneous in nature, the company appoints independent consultants
 for conducting a Transfer Pricing Study to determine whether the
 transactions with associate enterprises are undertaken, during the
 financial year, on an arms length basis. Adjustments, if any, arising
 from the transfer pricing study in the respective jurisdictions shall
 be accounted for as and when the study is completed for the current
 financial year. However the management is of the opinion that its
 international transactions are at arms'' length so that the aforesaid
 legislation will not have any impact on the financial statements.
 
 14.  Previous year figures have been regrouped, wherever necessary to
 conform with the current year''s presentation
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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