1. Commitments and Contingent Liabilities
a) Estimated Amount of Contracts (net of capital advances) remaining to
be executed on Capital Account - Rs. 216.38 Lacs (Previous Year - Rs.
193.05 Lacs).
b) Contingent liabilities in respect of:
(Rs. in Lacs)
Particulars As at As at
31.03.2011 31.03.2010
(i) Service Tax demand raised by
authorities against which appeal 633.08 359.02
has been filed by the Company
(Refer Note 1 below)
(ii) Other claims against the Company
not acknowledged as debts 80.24 4.79
(to the extent ascertainable)
(iii) Income Tax demand raised by
authorities against which appeal has
been filed by the Company 1,336.31 --
(iv) Other matters
(Refer Note 2 below) 15,390.48 14,042.81
Notes:
1. The Company has deposited an amount of Rs. 633.08 Lacs (Previous
year - Rs. Nil) with the service tax authorities, which is included in
Balance with Excise and Custom Authorities - Schedule J.
2. Hinduja Ventures Limited has received income tax demand pertaining
to IT/ ITES business aggregating Rs. 15,390.48 Lacs (Previous Year -
Rs. 14,042.81 Lacs) in respect of period prior to October 1, 2006 which
will be reimbursed by the Company pursuant to the Scheme of Arrangement
and Reconstruction for demerger of IT/ITES business into the Company
sanctioned by High Court of Judicature of Bombay and made effective on
March 7, 2007. In this regard, the Company has paid Rs. 3,150 Lacs
(Previous Year - Rs. 1,350 Lacs) to Hinduja Ventures Limited to
discharge part payment of disputed Income tax dues pertaining to IT/
ITES business, which is included in the Advances Recoverable in Cash or
in Kind or for value to be received. Hinduja Ventures Limited has fi
led appeal against the said demand. In view of Management and based on
the legal advice obtained, the Company has fairly a strong case for a
favourable decision.
3. Future cash outfl ow in respect of above, if any, is determinable
only on receipt of judgements/ decisions pending with relevant
authorities.
4. Subsequent to the demerger of IT/ ITES business from Hinduja
Ventures Limited into the Company, certifi cates in respect of tax
deducted at source by the customers under the Income Tax Act, 1961 of
India aggregating Rs. 1,315.03 Lacs (Previous Year - Rs. 1,315.03 Lacs)
were received in the name of Hinduja Ventures Limited. In view of the
Management, the Company is eligible for the benefits of such tax
deducted at source since the services were provided by the Company.
Further, certifi cates of tax deducted at source aggregating Rs.
1,606.53 Lacs (Previous year - Rs. 1,423.31 Lacs) are in process of
being collected from the customers.
c) Guarantees/ Bonds outstanding as at March 31, 2011 are as follows:
Guarantees given by banks on behalf of the Company - Rs. 241.77 Lacs
(Previous Year - Rs. 216.75 Lacs)
Indemnity Bond given by Company to Deputy Commissioner and Assistant
Commissioner of Customs and Assistant Commissioner of Central Excise
towards obtaining 100% EOU status for its locational Offices - Rs.
4,330.55 Lacs (Previous Year - Rs. 4,617.36 Lacs)
Corporate Guarantees given in favour of:
Ryder System, Inc., to guarantee the payment and performance of Hinduja
Global Solutions Inc., a subsidiary company, under the Outsourcing
Master Services Agreement entered between the two.
Zurich Services Corporation, Schaumburg to secure the performance of
Hinduja Global Solutions Inc., a subsidiary company, under the Master
Service Agreement, pursuant to which Hinduja Global Solutions Inc. has
contracted to perform certain services.
California Physicians Service dba Blue Shield of California to secure
the performance of Hinduja Global Solutions Inc., a subsidiary company,
under the Master Service Agreement, pursuant to which Hinduja Global
Solutions Inc. has contracted to perform certain services.
Irrevocable Letter of Credit aggregating USD 2,000,000 (Previous Year -
USD 2,000,000) [equivalent Rs. 888.00 Lacs (Previous Year - Rs. 899.50
Lacs)] issued towards performance of an overseas contract against
charge on current and fixed assets of the Company, both present and
future.
4. Segment Information
Primary Segment
The Company has identifi ed primary segment to be business segment. In
accordance with Accounting Standard 17 Segmental Reporting, the
Company has determined its operations as a single reportable business
segment, namely Information Technology/ Information Technology Enabled
Services. Hence, it has no other primary reportable segments. Thus, the
segment revenue, segment results, total carrying value of segment
assets and liabilities, capital expenditure incurred to acquire the
assets, the total amount of charge for depreciation are all as refl
ected in the fi nancial statements as of and for the year ended March
31, 2011.
5. Related Party Disclosures (as identifi ed by the Management)
I Individual having control with his relatives and associates
Mr. Ashok P. Hinduja
II Subsidiaries of Hinduja Global Solutions Limited (includes indirect
subsidiaries)
1. Pacifi c Horizon Limited, Mauritius
2. Hinduja Outsourcing Solutions India Private Limited (w.e.f. May 13,
2010)
3. Hinduja Global Solutions Inc., U.S.A. (formerly known as Source1
HTMT Inc., U.S.A.)
4. C-Cubed B.V., Netherlands
5. C-Cubed (Antilles) N.V., Netherlands
6. Customer Contact Centre Inc., Manila
7. HTMT Europe Limited, U.K.
8. Careline Services Limited, U.K. (w.e.f. June 21, 2010)
9. Hinduja TMT France, S.A.R.L
10. Affi na L.L.C ., U.S.A
11. RMT L.L.C, U.S.A
12. Affi na Company, Canada
III Key Management Personnel
Mr. Partha De Sarkar
IV Enterprises where common control exists
1. Impeccable Imaginations Private Limited (formerly known as
Serendipity Films Private Limited)
2. Hinduja Group India Limited
3. Aasia Management and Consultancy Private Limited
4. Hinduja Ventures Limited
5. IndusInd Media and Communication Limited
6. Hinduja Healthcare Private Limited
7. Hinduja Realty Ventures Limited
V Relatives of Key Management personnel
Mrs. Samya Ahmed
12. There are no delays in payments to Micro and Small Enterprises as
required to be disclosed under the Micro, Small and Medium Enterprises
Development Act, 2006. Further, there are no outstanding dues payable
to micro and small enterprises at the year-end.
This has been determined to the extent such parties have been identifi
ed on the basis of information available with the Company.
13. Exceptional income of Rs. 576.05 Lacs in the previous year ended
March 31, 2010 represents write back of provision for mark-to-market
losses on outstanding forward exchange contracts held for hedging
future customer receivables on account of appreciation of rupee against
US dollar.
14. Disclosures in terms of Accounting Standard 15 (Revised 2005)
Employee Benefits.
The Company has classifi ed various benefits provided to employees as
under:
I Defi ned Contribution Plans
a) Provident Fund
b) Superannuation Fund
c) State Defi ned Contribution Plans
i. Employers Contribution to Employees State Insurance
ii. Employers Contribution to Employees Pension Scheme 1995.
15. The details of Employee Stock Option Plan [ESOP] of the Company are
as follows:
The Shareholders of the Company at their Annual General Meeting held on
27th September 2008 granted approval to the HTMT Global Solutions
Limited Employees Stock Option Plan 2008 (now Hinduja Global Solutions
Employees Stock Option Plan 2008) (ESOP 2008). Subsequently, the
Compensation Committee approved the terms and conditions relating to
ESOP 2008 and options were granted on 31st July, 2009. The details of
ESOP 2008 is as follows:
Maximum grant of options
The maximum number of options that could be issued under ESOP 2008 is
205,380 (being 1% of the outstanding equity shares of the Company as at
April 1, 2009)
Vesting Period
Options to vest over a period of three years from the date of their
grant as under:
- 1/6th of the options granted will vest on the first anniversary of
the grant date.
- 1/3rd of the options granted will vest on the second anniversary of
the grant date.
- 1/2 of the options granted will vest on the third anniversary of the
grant date.
Exercise Period
Options vested with an employee will be exercisable prior to completion
of the 48th month from the date of their grant by subscribing to the
number of equity shares in the ratio of one equity share for every
option. In the event of cessation of employment due to death,
resignation or otherwise the options may lapse or be exercisable in the
manner specifi cally provided for in the Scheme.
Exercise Price
Rs. 400.10 per share
The exercise price per share is determined on the basis of closing
price at the
National Stock Exchange of India Limited immediately preceding the date
of grant.
Method of Accounting and Intrinsic Value
The compensation costs of stock options granted to employees are
accounted using the intrinsic value method. Intrinsic value is the
amount by which the quoted market price of the underlying share exceeds
the exercise price of the option. In view of exercise price being equal
to closing market price on the day prior to the date of the grant, the
intrinsic value of the option is Rs. Nil.
Fair Value and Model Used
Rs. 178.04 per option.
The fair value of stock option has been calculated using Black-Scholes
Option Pricing Model.
16. Current tax includes provision for tax of Rs. 274.80 Lacs
(Previous Year - Rs. 114.09 Lacs) pertaining to overseas branches which
is determined as per the laws applicable in the relevant country.
17. Previous Years figures have been regrouped/ rearranged, wherever
necessary, to conform to the current years classification. |