1. Description of Business
The Company is engaged in the business of providing software,
application, development, maintenance, re-engineering, consultancy,
business process outsourcing services and software testing.
2. Contingent Liabilities
(Rupees in Millions)
Particulars As at As at
31-12-2010 31-12-2009
A Claims against the Company not
acknowledged as Debts 99.67 49.95
B Income tax disputed in appeal and
pending decision, Company is hopeful
of getting 28.27 30.62
a favourable decision
3. Estimated amount of contracts remaining to be executed on capital
account not provided for (Net of Advances) Rs. 198.94 million (Previous
year Rs. 154.87million).
4. Income Taxes
a) Current income tax expense comprises of taxes on income from
operations in India and foreign jurisdictions. In respect of certain
entities in the group, where the income tax year is different from the
accounting year, provision for current tax is made on the basis of
income for the respective accounting year, which will be adjusted
considering the total assessable income for the tax year. Tax expense
relating to overseas operation is determined in accordance with the tax
laws applicable in countries where such operations are domiciled.
b) Considering the expected future profitability and taxable positions
in the subsequent years, the Company has recognized the MAT Credit
entitlement as an asset by crediting the Profit and Loss Account for
an amount aggregating Rs. 84.71 million (Previous Year Rs.155.30
million) and disclosed under ‘Loans and advances.
5. The Company takes on lease offices space, accommodation and vehicles
for its employees under various operating leases.The lease rentals
towards non cancellable agreement recognised in the Profit and Loss
Account for the year are Rs. 126.42 million (Previous year Rs. 238.13
million). Non cancellable sublease rentals recognised in the profit and
loss account on account of subleasing of the leased premises is Rs
42.77 million (Previous year Rs 40.89 million).The future minimum lease
payments and payment profile of the said leases are as follows:
6. Share Based Compensation (ESOP)
a) 16,538 (18,538) warrants under Employee Stock Option Scheme - 1999
(ESOP 1999) of Rs. 0.06 each is the balance outstanding as at December
31, 2010 and 2009 respectively. Each block of 3 warrants, granted at
Rs. 0.18 entitles the holder to get one equity share of Rs. 2/- each at
a price of Rs. 9/- per share within a period often years commencing
from February 1, 2001(exercise period) in accordance with the said
Scheme. The particulars of warrants granted and lapsed under the Scheme
are tabulated below under (e).
b) 425,559 (1,103,924) Options is the balance outstanding as at
December 3 1,2010 and 2009 respectively under Hexaware Technologies
Limited - Employee Stock Option (ESOP - 2002) (the Plan) at an
exercise price being the market price on the date of grant of Options
or average closing price on the primary stock exchanges, whichever is
higher or such price that may be determined by the Remuneration and
Compensation Committee (Committee). Each Option entitles the holder
to exercise the right to apply for and seek allotment of one equity
share of Rs. II- each.The Options shall vest in four equal instalments
or as determined at the discretion of the Committee. The particulars of
options granted and lapsed under the Scheme are tabulated below under
(e).
d) In 2008, the shareholders of the Company approved the ESOP Scheme
2008 (ESOP - 2008) under which such number of equity shares and/ or
other instruments or securities could be granted not exceeding two
percent of the issued equity shares of the Company as on the date of
such grant.
7. Related Parties:
Names of related parties and description of relationship:
Key Management Personnel
Mr. Atul K. Nishar - Chairman
Mr. P. R. Chandrasekar -Vice Chairman and Global Chief Executive
Officer
Dr. (Mrs.) Alka A Nishar - Director
Mr R V. Ramanan - Executive Director and President Global Delivery
(Manager w.e.f. 1st January 2010 and appointed as Whole time Director
w.e.f. 28th October 2010 )
Mr. Sunil Surya - Whole Time Director (Hexaware Technologies UK Ltd)
upto 7th September 2010
Mr Ramanan Seshadri - Whole Time Director (Hexaware Technologies UK
Ltd) we.f.1st July 2010
Mr Yogendra Shah -WholeTime Director (Hexaware Technologies Asia Pacific
Pte Ltd)
Mr. R U Srinivas - President and Executive Director (Caliber Point
Business Solutions Ltd)
Others (entities in which key management personnel have control and/or
significant influence)
Hexaware Technologies Employee Stock Option Trust
Ms. Priyanka Atul Nishar - Relative of key management personnel
II. Employee benefit plans:
(i) Defined contribution plans viz Provident Fund, Superannuation Fund
and other similar funds.
a) In respect of holding company and its subsidiary Company in India:
Eligible employees receive benefits from a Provident Fund Trust which
is a defined contribution plan. Both the employees and the Company make
monthly contributions to the Provident Fund Plan equal to a specified
percentage of the covered employees salary. The holding Company pays a
part of the contributions to Hexaware Technologies Limited Employees
Provided Fund Trust (the ‘Trust). The remaining portion by the holding
Company and entire contribution by its subsidiary Companies is
contributed to the Government administered Employees Pension Fund. The
interest rate payable by the Trust to the beneficiaries every year is
being notified by the government. The Company has an obligation to make
good the short fall, if any, between the return from the investments of
the trust and the notified interest rate.
The Guidance on Implementing AS 15, Employee benefits (revised 2005)
issued by Accounting Standards Board (ASB) states that benefit plans
involving employer established provident funds, which require interest
shortfalls to be recompensed are to be considered as defined benefit
plans. Pending the issuance of the guidance note from the Actuarial
Society of India, the Companys actuary has expressed an inability to
reliably measure provident fund liabilities. Accordingly, the Company
is unable to exhibit the related information.
Certain employees of the holding Company and its subsidiary Company in
India are entitled to benefits under superannuation, a defined
contribution plan. The Company makes quarterly voluntary contributions
under the superannuation plan to LIC based on a specified percentage of
each covered employees salary and recognised such contributions as an
expense when incurred and have no further obligation to the plan beyond
their contributions
The amounts recognised as expense towards contributions to provident
fund , other funds and superannuation fund Rs.126.81 million (Previous
Year Rs 104.38 million) and Rs 5.35 million (Previous year Rs. 6.24
million) respectively during the year ended December 31, 2010.
b) The Company contributed Rs. 247.77 million (Previous year Rs 235.86
million) towards various other defined contributions plans of
subsidiaries located outside India during year ended December 31, 2010
as per laws of the respective country.
ii) Defined benefit plans:
In respect of holding Company and its subsidiaries in India:
Gratuity Plan: The Company makes annual contribution to the Employees
Group Gratuity Assurance Scheme, administered by the Life Insurance
Corporation of India (LIC), a funded defined benefit plan for
qualifying employees. 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.
8. Derivative Instruments:
a) The Company has following outstanding derivatives instruments:
(i) Forward exchange contracts to Sell US Dollar 129.98 Million, Sell
Euro 15.84 Million and Sell JPY 262 Million (Previous Year Sell US
Dollar 137.11 Million, Sell Euro 16.935 Million and Sell JPY 366.80
Million) are outstanding as of December 31,2010. Fair value (net gain)
of the derivative instruments identified as cash flow hedges is Rs.
212.53 million (previous year net loss of Rs. 451.07 million) as at
December 31, 2010.
9. Exceptional item represents
a) Profit on sale of surplus assets Rs 636.94 million
b) The Company has entered into large IT service contract over a period
of five years, this contract includes absorbing certain identified
employees of the customer, along with related employee obligations. The
Company has accounted obligations of employee amounting to Rs 412.86
million based on crystallized restructuring plan.
10. Figures for the previous year have been regrouped / rearranged
wherever necessary to correspond with the figures of current year and
are disclosed in brackets. Amounts and other disclosures for the
preceding year are included as an integral part of the current years
financial statements and are to be read in relation to the amounts and
other disclosures relating to the current year.
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