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
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