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Firstsource Solutions
BSE: 532809|NSE: FSL|ISIN: INE684F01012|SECTOR: Computers - Software Medium/Small
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« Mar 11
Notes to Accounts Year End : Mar '12
1.  Leases
 
 Operating lease
 
 The Company is obligated under non-cancelable operating leases for
 office space and office equipments 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 2012
 aggregated to Rs 326.30 (31 March 2011: Rs 281.78). Rs 0.90 (31 March
 2011: Rs 13.94 ) and Nil (31 March 2011: Nil) has been attributed to
 expenses prior to the related asset being ready to use and,
 accordingly, has been included as part of the related fixed assets and
 capital work in progress respectively.
 
 The Company also leases office facilities and residential facilities
 under cancelable operating leases that are renewable on a periodic
 basis at the option of both the lessor and lessee. Rental expenses
 under cancelable operating leases for the year ended 31 March 2012
 aggregated Rs 409.33 (31 March 2011: Rs 318.82).
 
 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'').
 
 Employee stock option scheme 2003 (''Scheme 2003'')
 
 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 of 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);
 
 3.  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
 First source Solutions Employee Stock Option Scheme 2003 as 10 years
 from the date of grant of Options.
 
 Direct tax matters
 
 Income tax demands amounting to Rs 113.70 (31 March 2011: Rs 112.52) for
 the various assessment years are disputed in appeal by the Company in
 respect of which the Company has favorable appellate decisions
 supporting its stand based on the past assessment and hence, the
 provision for taxation is considered adequate. The Company has paid Rs
 10.00 (31 March 2011: Rs 10.00) tax under protest against the demand
 raised for the assessment year 2004-05.
 
 Indirect tax matters
 
 The Service tax demands amounting to Rs 116.85 (31 March 2011: Rs 23.57)
 in respect of service tax input credit and FCCB issue expenses is
 disputed in appeal by the Company. The Company expects favorable
 appellate decision in this regard.
 
 The proceeds from the issue of the bonds were utilized to subscribe for
 shares in a wholly owned subsidiary FG US (erstwhile FSL-USA).  FG US
 has then utilized the funds received by it for repayment of debt taken
 by it in connection with the acquisition of Med Assist.
 
 4. Buyback of FCCB
 
 During the year ended 31 March 2012, pursuant to RBI notification, the
 Company has bought back and cancelled 426 FCCBs of the face value of
 USD 100,000 each at a discount on accreted book value under the
 Automatic route. Due to adverse foreign currency movement, the Company
 has recognized net loss of Rs 67.62 (31 March 2011: Nil) on the said
 buyback which has been disclosed under ''Other income.
 
 5.  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 32 of the consolidated financial statements).
 
 6.  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 notified 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 ''Unamortized cost'' under Other Current and
 Non-Current Assets, which is charged to the Statement of profit and
 loss 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 recognized under ''Interest
 income.
 
 In accordance with the transition provisions of AS 30, impact on first
 time adoption has been accounted in General Reserve.
 
 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 2012 would have been lower by Rs 1.07 (31
 March 2011: lower by Rs 0.91).
 
 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 loss on FCCB of Rs 1,437.38 for the
 year ended 31 March 2012 (31 March 2011: gain of Rs 98.94), has been
 charged to Statement of profit and loss. Correspondingly, the gain of Rs
 1,419.44 for the year ended 31 March 2012 (31 March 2011: loss of Rs
 98.94) on translation of investment in non- integral foreign operations
 has been credited to Statement of profit and loss (refer note 22 and
 24).  If the Company had continued to apply the provisions of AS 11 to
 the FCCB and not designated it as a cash flow hedge as permitted under
 AS 30 and the consequent limited revision to other accounting
 standards, the net loss of Rs 1,437.38 (31 March 2011: gain of Rs 98.94)
 on FCCB would have been recorded in the Statement of profit and loss.
 
 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 143.75 for the year ended 31 March 2012 (31 March 2011: Rs
 129.03) as amortized cost on the fair value of FCCB under Finance
 cost towards accretion of FCCB liability using implicit rate of return
 method over the repayment tenor of FCCB.
 
 7.  Derivatives
 
 The Company has designated forward contracts to hedge highly probable
 forecasted transactions on the principles of set out in AS-30,
 Financial Instruments: Recognition and Measurement.
 
 As at 31 March 2012, the Company has derivative financial instruments
 to sell USD 25,796,100 (31 March 2011: USD 14,358,483) having fair
 value loss of Rs 43.26 (31 March 2011: gain of Rs 24.03), GBP 43,503,845
 (31 March 2011: GBP 35,500,000) having fair value loss of Rs 180.81 (31
 March 2011: gain of Rs 44.81) and AUD 16,586,223 (31 March 2011: Nil)
 having a fair value loss of Rs 50.81 (31 March 2011: Nil) relating to
 highly probable forecasted transactions. The Company also has
 derivative financial instruments to sell EUR 3,700,000 (31 March 2011:
 Nil) having a fair value loss of Rs 7.96 (31 March 2011: Nil) relating
 to loans given.
 
 During 31 March 2011, the Company also had derivative financial
 instruments of GBP 10,000,000 which has been taken to hedge the foreign
 currency loans. The Company had recognized mark to market gain of Rs
 9.99 relating to derivative financial instruments that was designated
 as effective cash flow hedges in the Hedge Reserve account under
 Shareholders'' funds (refer note 4).
 
 The Company has recognized mark to market loss of 267.29 (31 March
 2011: gain of Rs 54.56) relating to derivative financial instruments
 that are designated as effective cash flow hedges in the Hedge Reserve
 account under Shareholders'' funds (refer note 4) and loss of Rs 25.31
 (31 March 2011: gain of Rs 14.28) has been taken to statement of profit
 and loss.
 
 Foreign currency exposures on loans and receivables that are not hedged
 by derivative instruments or otherwise are Rs 397.50 (equivalent to USD
 7.52 million, AUD 0.13 million, EUR 0.01 million and LKR 3.90 million)
 (31 March 2011: Rs 58.85 (equivalent to USD 1.31 million and CAD 0.01
 million)).
 
 8.  Under the Micro Small and Medium Enterprises Development Act,
 2006, (MSMED) which came into force from 2 October 2006 and on the
 basis of the information and records available with the Management:
 
 9.  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 paragraph 5(iii)(c) of general instructions for preparation of
 the statement of profit and loss as per revised schedule VI to the
 Companies Act, 1956.
 
 10.  Prior period comparatives
 
 Till the year ended 31 March 2011, the Company was using pre- revised
 schedule VI to the Companies Act 1956, for preparation and presentation
 of its financial statements. During the year ended 31 March 2012, the
 revised schedule VI notified under the Companies Act 1956, has become
 applicable to the Company. Previous year''s figures have been
 appropriately regrouped/ reclassified to conform to current year''s
 presentation.
Source : Dion Global Solutions Limited
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