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Firstsource Solutions
BSE: 532809|NSE: FSL|ISIN: INE684F01012|SECTOR: Computers - Software Medium/Small
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Explore Firstsource Sol connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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