1 Leases
Operating lease
The Company is obligated under non-cancelable operating leases for offi
ce space and Office equipment which are renewable on a periodic basis
at the option of both the lessor and lessee. Rental expenses under
non-cancelable operating leases for the year ended 31 March 2011
aggregated to Rs. 281,782 (31 March 2010: Rs. 220,452). Rs. 13,941 (31 March
2010: Rs. 3,519) and Nil (31 March 2010: Rs. 13,394) has been attributed to
expenses prior to the related asset being ready to use and,
accordingly, has been included as part of the related fi xed assets and
capital work in progress respectively.
2 Employee Stock Option Plan
Stock option scheme 2002 (Scheme 2002)
In September 2002, the Board of the Company approved the ICICI
OneSource Stock Option Scheme 2002 (the Scheme), which covers the
employees and directors of the Company including its holding Company
and subsidiaries. The Scheme is administered and supervised by the
members of the Compensation cum Board Governance Committee (the
Committee).
In September 2003, the Board and the members of the Company approved
the ICICI OneSource Stock Option Scheme 2003 (Scheme 2003) effective
11 October 2003. The terms and conditions under this Scheme are similar
to those under Scheme 2002 except for the following, which were
included in line with the amended SEBI (Employee stock option scheme
and employee stock purchase scheme) guidelines, 1999:
- The Scheme would be administered and supervised by the members of the
Compensation committee.
- Exercise price to be determined based on a fair valuation carried out
at the beginning every six months for options granted during those
respective periods. After the Company has been listed on any
stock-exchange, the Exercise Price shall be determined by the Committee
on the date the Option is granted in accordance with, and subject to,
the Securities and Exchange Board of India (Employees Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended
from time to time);
- Employee stock option activity under Scheme 2003 is as follows:
3 The aggregate stock option pool under Employee Stock Option Scheme
2002 and Employee Stock Option Scheme 2003 is 20% fully diluted equity
shares as of 31 March 2011.
4 The Compensation Cum Board Governance Committee of the Company, at
its meeting held on 30 October 2008 prescribed the Exercise Period for
stock options (other than Executive Options) whether already granted or
to be granted to employees of the Company and its subsidiaries under
Firstsource Solutions Employee Stock Option Scheme 2003 as 10 years
from the date of grant of Options.
5 Related party transactions
Details of related parties including summary of transactions entered
into during the year ended 31 March 2011 are summarised below:
Parties with substantial interests
- Metavante Investments (Mauritius) Limited**
- Aranda Investments (Mauritius) Pte Limited
Subsidiaries wherein control exists
- The related parties where control exists are subsidiaries as referred
to in Schedule 1 to the financial statements.
Key Managerial Personnel including relatives
- Ananda Mukerji#
- Alexander Matthew Vallance
- Carl Saldanha
Non Executive Directors
- Dr. Ashok Ganguly*
- Dr. Shailesh Mehta
- Ananda Mukerji#
- Charles Miller Smith
- K.P.Balaraj
- Mohit Bhandari
- Y.H.Malegam
- Donald Layden, Jr.
- Lalita D. Gupte*
- Pravir Vohra***
- Ram Chary
6 Other operating income
Other operating income comprises of net gain on restatement and
settlement of debtor balances and related gain / loss on forward /
option contracts.
7. Buyback of FCCB
During the year ended 31 March 2010, pursuant to RBI notifi cation, the
Company bought back and cancelled 129 FCCBs of the face value of USD
100,000 each under the Automatic route. The Company recognised a net
gain of Nil (31 March 2010: Rs. 73,909) on the said buyback which has
been disclosed under Other Income.
8 Segmental Reporting
In accordance with paragraph 4 of Accounting Standard 17 Segment
Reporting prescribed in the Companies (Accounting Standards) Rules,
2006, issued by the central government, the Company has presented
segmental information only on the basis of the consolidated financial
statements (refer Note 25 of the consolidated financial statements).
9 Adoption of AS 30
In December 2007, the ICAI issued AS 30, Financials Instruments:
Recognition and Measurement which is recommendatory in respect of
accounting periods commencing on or after 1 April 2009 and mandatory in
respect of accounting periods commencing on or after 1 April 2011 for
the Company.
In March 2008, ICAI announced that earlier adoption of AS 30 is
encouraged. However, AS 30, along with limited revision to other
accounting standards, has currently not been notifi ed under the
Companies (Accounting Standard) Rules, 2006.
In accordance with the announcement dated 27 March, 2008 issued by
ICAI, the Company had made an early adoption of AS 30 with effect from
March 2008 in so far as it relates to derivatives. The Company also
made an early adoption of AS 30 in so far as it relates to hedging with
effect from 1 July, 2008. On 1 October, 2008, the Company has early
adopted AS 30 in its entirety, read with AS 31, effective 1 April, 2008
and the limited revisions to other accounting standards which come into
effect upon adoption of AS 30.
AS 30 states that particular sections of other accounting standards; AS
4, Contingencies and Events Occurring after Balance sheet Date, to the
extent it deals with contingencies, AS 11(revised 2003), The Effects of
Changes in Foreign Exchange Rates, to the extent it deals with the
forward exchange contracts and AS 13, Accounting for Investments,
except to the extent it relates to accounting for investment
properties, would stand withdrawn only from the date AS 30 becomes
mandatory (1 April 2011). In view of the Company, on an early adoption
of AS 30, the Accounting Standards referred above viz. AS 4, AS 11 and
AS 13 are being treated as if they stand withdrawn.
Pursuant to the early adoption of AS 30, the Company has discounted
Non-interest-bearing deposits to their present value and the difference
between original amount of deposit and the discounted present value has
been disclosed as Unamortised cost under Loans and Advances, which is
charged to the Profit and loss account over the period of related
lease. Correspondingly, interest income is accrued on these interest
free deposits using the implicit rate of return over the period of
lease and is recognised under Interest income.
In accordance with the transition provisions of AS 30, impact on fi rst
time adoption has been accounted in General Reserves.
Had the Company not early adopted AS 30 as stated above, and continued
to record Non-interest-bearing deposits at transaction value, Profit
for the year ended 31 March 2011 would have been higher by Rs. 914 (31
March 2010: higher by Rs. 938).
As permitted by AS 30, the Company designated its FCCB along with
premium payable on redemption as a hedging instrument to hedge its net
investment in the non-integral foreign operations effective 1 July,
2008. Accordingly, the translation gain on FCCB of Rs. 98,942 for the
year ended 31 March 2011 (31 March 2010: gain of Rs. 1,440,194), which is
determined to be effective hedge of net investment in non integral
foreign operations, has been credited to Profit and loss account.
Correspondingly, the loss of Rs. 98,942 for the year ended 31 March 2011
(31 March 2010: loss of Rs. 1,440,194) on translation of investment in
non- integral foreign operations has been charged to Profit and loss
account (refer Schedule 18). If the Company had continued to apply the
provisions of AS 11 to the FCCB and not designated it as a hedge
against net investment in non integral foreign operations as permitted
under AS 30 and the consequent limited revision to other accounting
standards, the translation gain on FCCB would not have been recorded in
the Profit and loss account.
Further, the Company has accounted for embedded derivative option
included in FCCB and revalued the same at the period end. The Company
has charged Rs. 129,031 for the year ended 31 March 2011 (31 March 2010:
Rs. 115,255) as amortised cost on the fair value of FCCB under Finance
charges, net towards accretion of FCCB liability using implicit rate
of return method over the repayment tenor of FCCB.
Further the Company has taken hedges against ECB and translation loss
of Rs. 66,853 (31 March 2010: gain of Rs. 78,952) has been taken to Hedging
Reserve account.
10 Derivatives
The Company has designated forward contracts and options to hedge
highly probable forecasted transactions on the principles set out in AS
30, Financials Instruments: Recognition and Measurement.
As at 31 March 2011, the Company has derivative financial instruments
to sell USD 14,358,483 (31 March 2010: USD 25,702,798) having fair
value gain of Rs. 24,034 (31 March 2010: Rs. 55,246) and GBP 35,500,000 (31
March 2010: GBP 35,176,114) having fair value gain of Rs. 44,806 (31
March 2010: Rs. 336,936) relating to highly probable forecasted
transactions. The Company has derivative financial instruments of GBP
10,000,000 (31 March 2010: GBP 5,000,000) which has been taken to hedge
the foreign currency loans. The Company has recognised mark to market
gain of Rs. 9,993 (31 March 2010: Rs. 416,691) relating to these derivative
financial instruments that are designated as effective cash flow
hedges in the Hedge Reserve account under Shareholders funds (refer
Schedule 4).
The Company has recognised mark to market gain of Rs. 54,563 (31 March
2010: Rs. 322,107) relating to derivative financial instruments that are
designated as effective cash flow hedges in the Hedge Reserve account
under Shareholders funds (refer Schedule 4) and gain of Rs. 14,278 (31
March 2010: Rs. 70,075) has been taken to Profit and loss account.
Foreign currency exposures on loans and receivables that are not hedged
by derivative instruments or otherwise are Rs. 58,848 (equivalent to USD
1.31 million, CAD 0.01 million) (31 March 2010: Rs. 835,247 (equivalent
to USD 9.3 million, GBP 10 million, AUD 0.2 million, CAD 0.1 million
and EUR 0.09 million)). During the year ended 31 March 2011, the
Company has recognised gain of Nil (31 March 2010: Rs. 124,426) on
cancellation of undesignated derivative financial instruments in the
Profit and loss account (refer Schedule 15).
11 The Company is in the business of providing ITES and BPO 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.
12 Prior period comparatives
Previous years figures have been regrouped / reclassified to conform
to current year presentation.
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