1. Financial irregularities
1.1 Overview
On January 7, 2009, in a communication (‘the letter) addressed to the
then-existing Board of Directors of the Company and copied to the stock
exchanges and the Chairman of SEBI, the then Chairman of the Company,
Mr. B. Ramalinga Raju (‘the erstwhile Chairman) admitted that the
Companys Balance Sheet as at September 30, 2008 carried an infated
cash and bank balances, non-existent accrued interest, an understated
liability and an overstated debtors position. As per the letter, the
gap in the Companys Balance Sheet had arisen purely on account of
infated profts over a period of last several years (limited only to
Satyam standalone).
In the events following the letter of the erstwhile Chairman, the
Honourable Company Law Board (‘Honourable CLB) passed orders to
suspend the then existing Board of Directors of the Company with
immediate effect and authorised the Central Government to nominate
directors on the Companys Board. Pursuant to the above orders, the
Ministry of Corporate Affairs (‘MCA) - Government of India (‘GOI),
nominated 6 directors on the Board of the Company.
Vide a letter dated January 13, 2009, the erstwhile auditors of the
Company, M/s Price Waterhouse, Chartered Accountants, communicated to
the Board of Directors of the Company, that their audit reports issued
on the fnancial statements of the Company from the quarter ended June
30, 2000 until the quarter ended September 30, 2008 should no longer be
relied upon.
The Government nominated Board of Directors appointed an independent
counsel (‘Counsel) to conduct an investigation of the fnancial
irregularities that would enable preparation of the fnancial statements
of the Company. The Counsel appointed forensic accountants to assist in
the investigation (referred to as ‘forensic investigation) and
preparation of the fnancial statements.
The scope of the forensic investigation required investigating the
accounting records of the Company to identify the extent of fnancial
irregularities. There could be other instances of possible diversion
that remain undetected. There were signifcant limitations in the
forensic investigation, as stated in the report of the forensic
accountants who carried out the forensic investigation, which would
impact identifying the full extent of the fnancial irregularities.
The forensic investigation had indicated possible diversion aggregating
USD 41 Million so far from the proceeds of the American Depositary
Shares (ADS) which were listed with the New York Stock Exchange in May
2001.
The forensic investigation had not come across evidence suggesting that
the fnancial irregularities, as identifed, extended to the Companys
subsidiaries and its joint venture.
1.2 Nature of fnancial irregularities
The forensic investigation conducted by forensic accountants focused on
the period from April 1, 2002 to September 30, 2008, being the last
date upto which the Company published its fnancial results prior to the
date of the Letter. In certain instances, the forensic accountants
conducted investigation procedures outside this period. The forensic
investigation revealed that the Company had a complex accounting and
fnancial reporting framework, which coupled with multiple
non-integrated fnancial systems enabled perpetration of fnancial
irregularities. The irregularities were substantial in amount,
perpetrated across multiple accounting periods and affecting many areas
including inter alia revenue, foreign exchange gains, interest and
other expenses with respect to the Proft and Loss account. It also
affected debtors, cash and bank, other current assets and reserves and
surplus with respect to the Balance Sheet.
(i) Specifc fnancial irregularities as identifed based on their nature
were classifed into two categories i.e.
- Fictitious entries entered in the accounting records of the Company:
These primarily involved recognition of fctitious revenue and interest
income, which ultimately resulted in creation of fctitious cash and
bank balances and receivables.
- Unrecorded transactions: A number of real transactions (movements
into and out of the bank accounts) were omitted from the accounting
records of the Company.
The overall impact of fctitious entries and unrecorded transactions
arising out of the forensic investigation, to the extent determined was
accounted in the fnancial year ended March 31, 2009.
(ii) Financial irregularities where complete information was not
available
These transactions were either improperly recorded in the accounting
records or remained unrecorded. In addition, since the forensic
investigation focused on the period from April 1, 2002 onwards, there
were fctitious balances (cash and bank and debtors) and unrecorded
liabilities where details remain unavailable. The details of such items
are given below:
a) The forensic investigation identifed fctitious cash and bank
balances (Rs. 9,964 Million), debtor balances (Rs. 557 Million) and
unrecorded loans (Rs. 700 Million) originating in periods prior to April
1, 2002 aggregating Rs. 11,221 Million (net debit) which resulted in a
net opening balance difference of Rs. 11,221 Million as at April 1, 2002.
In the absence of complete information, the amount aggregating Rs. 11,221
Million has been accounted under Unexplained Differences Suspense
Account (Net) in the Balance Sheet (Refer Schedule 12).
b) The forensic investigation also identifed certain transactions
aggregating Rs. 166 Million (net debit) (comprising of Rs. 2,444 Million of
gross debits and Rs. 2,278 Million of gross credits) during the period
from April 1, 2002 to March 31, 2008 and Rs. 7 Million (net debit)
(comprising of Rs. 12 Million of gross debits and Rs. 5 Million of gross
credits) during the period from April 1, 2008 to December 31, 2008
which remain unidentifed primarily due to lack of substantive
documents. Accordingly, the amounts of Rs. 166 Million and Rs. 7 Million
have been accounted under Unexplained Differences Suspense Account
(Net) in the Balance Sheet (Refer Schedule 12).
During the fnancial year ended March 31, 2009, the Company, on grounds
of prudence, provided for the opening balance differences (net) of Rs.
11,221 Million as at April 1, 2002 and other differences (net) of Rs. 166
Million pertaining to the period from April 1, 2002 to March 31, 2008
and classifed them as Prior Period Adjustments. It also provided for
the other differences (net) of Rs. 7 Million relating to the period from
April 1, 2008 to December 31, 2008 and classifed them under Provision
for Unexplained Differences.
c) The forensic investigation has so far been unable to identify the
nature of certain alleged transactions aggregating Rs. 12,304 Million
(net receipt) against which the Company has received legal notices from
37 companies claiming repayment of this amount which was allegedly
given as temporary advances. Refer Note 5.1 of Schedule 18 for details.
1.3 Investigation by authorities in India
Pursuant to the events stated in Note 3.1 of Schedule 18, various
regulators / investigating agencies such as the Central Bureau of
Investigation (CBI), Serious Fraud Investigation Offce (SFIO) /
Registrar of Companies (ROC), SEBI, Directorate of Enforcement (ED)
etc., had initiated their investigation on various matters pertaining
to the Company during the fnancial year ended March 31, 2009.
The CBI initiated legal proceedings before the Additional Chief
Metropolitan Magistrate for Trial of Satyam Scam Cases, Hyderabad
(ACMM) and has fled certain specifc charge sheets against the erstwhile
Chairman and others based on its fndings so far. The Honble Supreme
Court has directed the ACMM to conclude the Trial on or before July 31,
2011.
The SFIO had submitted its reports relating to various fndings and had
also commenced prosecution against the Company for two alleged
violations before the Economic Offenses Court, Hyderabad. The details
of the charges framed by the Court with respect to the aforesaid
violations against the Company are elaborated in Note 7(1) (xi) of
Schedule 18.
In addition, the SFIO has also fled complaints against the former
directors and erstwhile management for various violations under the
Companies Act, 1956.
During the year, in furtherance to the investigation of the Company as
referred to above, certain Regulatory Agencies in India have sought
assistance from Overseas Regulators and accordingly, information has
been sought from certain subsidiaries viz., Bridge Strategy Group LLC,
Citisoft Plc. and Nitor Global Solutions Limited.
C&S System Technologies Private Limited, subsidiary of the Company
received notice of inspection dated February 2, 2011, from SFIO under
section 209A of Companies Act, 1956, directing it to submit information
and certifed documents on few fnancial matters.
1.4 Investigation on round tripping
The investigating agencies in India are currently investigating matters
such as round tripping pertaining to periods prior to April 1,
2002.While no specifc information was available with respect to outfow
of funds, information received from investigative agencies revealed
that out of 29 inward remittances from an entity registered in a tax
haven aggregating USD 28.41 Million, it is possible that 20 of these
inward remittances aggregating USD 17.04 Million may have been used to
set off outstanding invoices.
Also Refer Note 3.2 (ii) of Schedule 18 above.
1.5 Documents seized by CBI / other authorities
Pursuant to the investigations conducted by CBI / other authorities,
most of the relevant documents in possession of the Company were seized
by the CBI. On a petition fled by the Company, the ACMM, vide its order
dated April 23, 2010 had granted partial access to the Company
including for taking photo copies of the relevant documents as may be
required in the presence of the CBI offcials. Further, there were also
certain documents which were seized by other authorities such as the
Income Tax Authorities, of which the Company could only obtain photo
copies.
1.6 Managements assessment of the identifed fnancial irregularities
As per the assessment of the Management, based on the forensic
investigation carried out through an independent counsel / forensic
accountants (Refer Note 3.1 of Schedule 18) and the information
available at this stage, all identifed / required adjustments /
disclosures arising from the identifed fnancial irregularities, had
been made in the fnancial statements as at March 31, 2009 (Refer Note
3.2 of Schedule 18). The Company has not received any further
information which requires adjustments to fnancial statements.
Since matters relating to several of the fnancial irregularities are
sub judice and the various investigations / proceedings are ongoing,
any further adjustments / disclosures, if required, would be made in
the fnancial statements of the Company as and when the outcome of the
above uncertainties is known and the consequential adjustments /
disclosures are identifed.
2. Acquisition by Venturbay
M/s Venturbay Consultants Private Limited (Venturbay) became the
successful bidder of the global competitive bidding process initiated /
concluded under the supervision of former Chief Justice of India, Shri
S.P. Bharucha. Shri S.P. Bharucha has also given in writing to
Honourable CLB, that the process of selection was fair, transparent and
open as required.
During the previous year, on May 5, 2009, Venturbay was allotted
302,764,327 equity shares of Rs. 2 each of the Company at a premium of Rs.
56 per share (being 31% of the paid up capital) for a consideration of
Rs. 17,560 Million.
On July 10, 2009, pursuant to completion of the open offer, Venturbay
was further allotted 198,658,498 equity shares of the Company (par
value of Rs. 2 each per share) at a premium of Rs. 56 per share for a
consideration of Rs. 11,522 Million. Consequently, Venturbay currently
holds 501,843,740 equity shares (including 420,915 equity shares
acquired through the open offer) representing 42.65% of the paid-up
share capital of the Company. Currently, the Board of Directors of the
Company comprises six directors of which three are representatives from
Venturbay, two are nominees of the Central Government and one
independent director.
3. Commitments and contingencies
3.1 Alleged advances
The erstwhile Chairman in his letter dated January 7, 2009, stated that
the Balance Sheet as of September 30, 2008 carried an understated
liability of Rs. 12,304 Million on account of funds arranged by him. On
January 8, 2009, the Company received letters from thirty seven
companies requesting confrmation by way of acknowledgement of the
alleged amounts referred to as ‘alleged advances.
These letters were followed by legal notices from these companies dated
August 4/5, 2009, claiming repayment of Rs. 12,304 Million allegedly
given as temporary advances. The legal notices also claim damages /
compensation @18% per annum from date of advance till date of
repayment. The Company has not acknowledged any liability to any of the
thirty seven companies and has replied to the legal notices stating
that the claims are legally untenable. The ED is investigating the
matter under the Prevention of Money Laundering Act, 2002 and directed
the Company to furnish details with regard to the alleged advances and
has further directed the Company not to return the alleged advances
until further instructions from the ED.
On November 11, 2009, four out of the thirty seven companies, fled
petitions / suits for recovery before the City Civil Court,
Secunderabad, against the Company with a prayer that these companies be
declared as indigent person for seeking exemption from payment of
required court fee. These cases are pending before the said Court. As
of date, the remaining thirty three companies have fled similar
petitions in the said Court and the petitions are pending. Recently,
one of the thirty seven companies has fled an application seeking leave
of court to register the suit by receiving the court fees, based on an
alleged change of its promoters. The application has been contested by
the Company and the court has reserved orders in the said application.
As of March 31, 2011 and March 31, 2010, the amount of alleged advances
has been presented separately under ‘Amounts Pending Investigation
Suspense Account (Net). The Company is contesting the claims for
recovery fled as indigent petitions / suits by these companies. Since
the matter is sub judice and the investigation by various Government
Agencies is in progress and having regard to all the related
developments in this matter the Management, at this point of time, is
not in a position to predict the ultimate outcome of the legal
proceedings.
3.2 Claims from Upaid Systems Limited (Upaid)
In connection with the lawsuit fled by Upaid, the Company deposited in
the previous year an amount of Rs. 3,274 Million (equivalent to USD 70
Million) into an escrow account pursuant to a Settlement Agreement with
Upaid to settle the litigation commenced by Upaid against the Company
in the United States District Court for the Eastern District of Texas,
Marshall County in USA wherein Upaid sought damages exceeding USD 1
Billion for fraud and forgery in addition to other punitive damages,
fees and costs.
Subsequently, the Company obtained a favorable ruling against Upaid
from the Supreme Court of the State of New York, USA declaring that
that Upaid was solely responsible for any tax liability under Indian
law in respect of the settlement amount. Upaid has fled an application
before the Authority for Advance Rulings seeking a binding advance
ruling under the Income Tax Act, 1961 (IT Act), for taxability of the
above mentioned payment.
The order of the Authority for Advance Rulings has not been delivered
till date.
Pending resolution of dispute, the Texas Action is currently adjourned.
5.3 Aberdeen Complaint
On November 13, 2009, a trustee of two trusts that are assignees of the
claims of twenty investors who had invested in the Companys ADS and
common stock, fled a complaint against the Company, its former auditors
and others (the Action) on grounds substantially similar to those
contained in the Class Action Complaint (Refer Note 15 of Schedule 18).
The Action, which has been brought as an individual action, alleges
that the losses suffered by the twenty investors is over USD 68
Million. The Action has been transferred to the Court in the Southern
District of New York for pre-trial consolidation with the Class Action
Complaint.
On February 18, 2011, an amended complaint was fled in the Action
(Aberdeen Amended Complaint). The Aberdeen Amended Complaint makes
substantially the same allegations and asserted the same claims against
the Company as the original complaint in the Action. In light of this
amended complaint, the Court denied the then-pending motions to dismiss
the original complaint in the Action as moot. On May 3, 2011, the
Company and other defendants moved to dismiss the Aberdeen Amended
Complaint on various grounds.
Based on the legal advice obtained by the Company, the Company is
contesting the above lawsuit, the outcome of which is not determinable
at this stage.
3.3 Claims from a customer
The Company had entered into an agreement with a customer for software
development for the operations of a customer in Japan. The Company
executed the software development in accordance with the terms of the
agreement. In 2005, the customer invoked arbitration contending
defciency of services and claiming damages of Japanese Yen 364 Million
(equivalent to Rs. 189 Million) which is being disputed by the Company.
The Company has also fled a counter claim of USD 0.24 Million
(equivalent to Rs. 12 Million) being the balance amount due and payable
for the work done by the Company, apart from other charges and interest
the Company is entitled to. The matter is now pending before a Sole
Arbitrator in Pune, the outcome of which is not determinable at this
stage.
3.4 Income tax matters
i. Financial years 2002-03 to 2005-06:
Consequent to the letter of the erstwhile Chairman of the Company, the
Assessing Offcer rectifed the assessments earlier completed for
Financial Year 2002-03 to 2005-06, by passing rectifcation orders under
section 154 of the Income Tax Act, 1961 by withdrawing foreign tax
credits and raising tax demands aggregating Rs. 2,358 Million against
which refunds of fnancial years 2007-08 and 2009-10 aggregating Rs. 17
Million have been adjusted. During the previous year the Company had
fled an appeal with Commissioner of Income Tax (Appeals) (CIT(A)). In
the month of August, 2010 the CIT(A) dismissed the appeals.
Subsequently, the Company has fled appeals before the Income Tax
Appellate Tribunal (ITAT) for the aforesaid years which are pending
disposal as on date.
ii. Financial year 2001-02
For the Financial year 2001-02, there are pending demands from the
income tax authorities for Rs. 133 Million against which refund of
fnancial year 2003-04 amounting to Rs. 125 Million have been adjusted in
the normal course of assessment against which the Company has fled an
appeal before the CIT(A) which is pending disposal as on date.
iii. Financial years 2004-05 and 2005-06
During the current year, the assessments (in the normal course of
assessment) for the Financial years 2004-05 and 2005-06 were further
modifed by re computing the tax exemptions claimed by the Company and
consequently enhancing the tax demands by Rs. 491Million and Rs. 369Million
respectively. Such demands have been adjusted to the extent of Rs. 152
Million and Rs. 172 Million respectively, being the refunds of fnancial
years 2008-09 and 2009-10. As against the demands the Company has
paidan amount of Rs. 85 Million as at March 31, 2011(March 31, 2010: Rs. 65
Million). The Company has fled appeals before the Commissioner of
Income Tax (Appeals) (CIT (A)) against the said enhancement of tax for
the aforesaid years which are pending disposal as on date.
iv. Financial years 2006-07 and 2007-08
With respect to fnancial years 2006-07 and 2007-08 , demands of Rs. 812
Million and Rs. 2,562 Million, respectively, had been raised against the
Company by disallowing the foreign tax credits claimed in the returns.
The revised returns fled by the Company for these years were rejected
by the Income Tax Department. The Company has fled an appeal against
the above said rejection of its revised returns which is pending before
ITAT.
The Companys contention with respect to the above tax demands is that
the Income Tax Department should take a holistic view of the assessment
and exclude the fctitious sales and fctitious interest income. If the
said contention of the Company is accepted, there would be no tax
demand payable.
v. Petition before Central Board of Direct Taxes (CBDT) and updates
during the current year During the year, the Additional Commissioner of
Income Tax directed the Company to get its accounts for the fnancial
year 2001-02 and 2006-07 audited under section 142(2A) of the Income
Tax Act, 1961 which is in progress.
Meanwhile, the various petitions fled by the Company before the CBDT
(for the fnancial years 2002-03 to 2007-08) to use its extraordinary
powers and grant relief to mitigate the hardship caused to the Company,
and to give appropriate instructions to the Assessing Offcer to exclude
the fctitious sales and fctitious interest income, and to grant of stay
of taxes, was summarily rejected by the CBDT vide an order dated March
10, 2011.
Consequent to CBDTs order dated March 10, 2011, the Additional
Commissioner of Income Tax (ACIT) issued garnishee orders directing the
Companys bankers to pay Rs. 6,165 Million. Aggrieved by such orders and
by the Order of the Honble CBDT, the Company fled a Writ before the
Honble High Court of Andhra Pradesh.
The Honble High Court of Andhra Pradesh vide its order dated March 30,
2011, admitted the Writ Petition and directed the Company to pay an
amount of Rs. 3,500 Million and submit a Bank Guarantee for Rs. 2,670
Million.
Aggrieved by the order of the Honble High Court of Andhra Pradesh, the
Company fled a Special Leave Petition before the Honble Supreme Court
on April 5, 2011. The Honble Supreme Court vide its order dated April
15, 2011 directed the Company to fle a comprehensive petition /
representation before the CBDT giving all requisite details /
particulars in support of its case for re-quantifcation / re-assessment
of income for Financial Years 2002-03 to 2007-08.
The Honble Supreme Court also directed the Company to submit a Bank
Guarantee for Rs. 6,170 Million. The Company has complied with the
directions of the Supreme Court and has submitted the Bank Guarantee as
directed on April 21, 2011 and consequently the attachment on the bank
balances of the Company has been released.
Further, the Company has also fled a Comprehensive petition before the
CBDT on April 28, 2011 which is pending disposal.
vi. Provision for Taxation:
The Company is carrying a total amount of Rs. 3,803 (net of payments) as
at March 31, 2011 (As at March 31, 2010: Rs. 3,686 million) towards
provision for taxation which was made primarily on the basis of the
past fnancial statements. Considering the effects of fnancial
irregularities, the status of disputed tax demands and the appeals /
claims pending before various authorities, the consequent signifcant
uncertainties regarding the outcome of these matters and the signifcant
uncertainties in determining the tax liability, the Company has been
professionally advised that it is not appropriate to make adjustments
to the balance of tax provision outstanding as at the Balance Sheet
Date.
vii. Others:
The Company received an order dated March 21, 2011 under section 201(1)
/ 201(1A) of the Income tax Act, 1961 from Deputy Commissioner of
Income Tax, regarding non-payment of Tax Deducted at Source (TDS)
during the last quarter of fnancial year 2008-09 demanding Rs. 5 Million
towards the TDS short-fall and interest.
The Company received an order dated April 27, 2011 under section 201(1)
/ 201(1A) of the Income tax Act, 1961 from Joint Commissioner of Income
Tax, regarding non-payment of Tax Deducted at Source (TDS) during the
last quarter of fnancial year 2007-08 demanding Rs. 173 Million towards
the TDS short-fall and interest.
The Company in the month of May, 2011 has fled a stay petition to the
Additional Commissioner of Income Tax with respect to the collection of
the disputed demand for both the fnancial years. The Company contends
that the demands are only on account of technological issues in
uploading the e-TDS returns and not on account of shortfall in payment
of TDS. The Company has submitted necessary details to the authorities.
3.5 Indirect tax matters
i. Sales tax / value added tax
The Company received demands from the Karnataka Sales Tax Department
for fnancial years 2003-04 to 2007-08 totaling to Rs. 656 Million
(including penalty for Rs. 106 Million). As against the above demand, the
Company paid an amount of Rs. 639 Million (including penalty of Rs. 106
Million) under protest. The Company has gone on appeal against the said
demand which appeal is pending before the Karnataka Appellate Tribunal
for the fnancial years 2003-04 and 2004-05. For the years 2006-07 and
2007-08 the appeal is pending with Joint Commissioner of Commercial
Taxes (Appeals).
The Company also received demands from the Andhra Pradesh Sales Tax
Department amounting to Rs. 299 Million (including penalty of Rs. 116
Million) for fnancial years 2002-03 to 2009-10. As against the above
demand, the Company paid an amount of Rs. 213 Million (including penalty
of Rs. 83 Million) under protest. The Companys appeal for the fnancial
years 2002-03 to 2007-08 is pending before the Sales Tax Appellate
Tribunal and the Company has fled a writ petition for the fnancial
years 2008-09 and 2009-10 and yet to receive the hearing date.
The Company has received notices from the Andhra Pradesh Sales Tax
Department for the year 2009-10 with respect to VAT / CST penalty for
an amount of Rs. 9 Million and Rs. 43 Million respectively.
The Company has also received a show cause notice of Rs. 4,554 Million to
tax unlicensed software for the period 1999-00 to 2004-05 from the
Tamil Nadu Sales Tax Department. The Company has submitted the
necessary details to the Authorities.
ii. Service tax
The Company had availed Service Tax Input Credit on general insurance
premium, outdoor catering service, health and ftness service, house-
keeping service, event management service etc. The Service Tax
Department challenged the above credit for the period from March 2005
to September 2008 and has demanded service tax amounting to Rs. 212
Million (including penalty of Rs. 106 Million). The Company has gone on
appeal before the Central Excise Service Tax Appellate Tribunal
(CESTAT) for confrming the Service Tax Input Credit availed, which is
pending fnal disposal. Subsequently, CESTAT has ordered pre-deposit of
Rs. 10 Million which has been paid by the Company, by utilising input tax
credits.
3.7 Matters relating to overseas branches
(ii) During the current year, consequent to the demand raised by Kuwait
Tax Authorities the Company paid Rs. 9 Million for the year 2008-09 and
charged it to the Proft and Loss Account.
5.8 Compliance with employee / labour related laws
i. Demand from Employees State Insurance authorities and Provident
Fund
During the fnancial year ended March 31, 2008, the Company has received
a demand of Rs. 3 Million from the Regional Offce, Employees State
Insurance (ESI) Corporation pertaining to the period from April 2004 to
March 2005. The Company has remitted Rs. 1 Million in respect of the same
under protest and has appealed against the demand order which is
pending fnal disposal at the ESI Court.
During the previous year, the Company received an order from the
Employees Provident Fund Organization demanding an amount of Rs. 3
Million pertaining to December 2008. The Company appealed against the
same before the Employees Provident Fund Appellate Tribunal (EPFAT).
The Company remitted Rs. 1 Million against the said demand under protest.
EPFAT has dismissed the appeal on March 4, 2011. The Company fled a
writ petition in the Honble High Court of Andhra Pradesh on April 19,
2011 and obtained a stay order. The Honble High Court directed the
Company to further deposit 20% of the amount and accordingly the
Company has remitted Rs. 1 Million against the said demand under protest.
ii. Other employee / labour related laws
The Company carries out signifcant operations through its branches /
sales offces located at various countries. The Company assessed the
compliance with various other employee / labour related laws and based
on such assessment done, non- compliances, wherever identifed, have
been appropriately dealt with.
5.10 Dispute with Venture Global Engineering LLC
The Company and Venture Global Engineering LLC (VGE) entered into a
Joint Venture Agreement on October 20, 1999 to form an Indian Company
called Satyam Venture Engineering Services Private Limited (SVES). SVES
was formed to provide engineering services to the automotive industry.
The capital participation of the Company and VGE was in the ratio of
50:50. On or around March 20, 2003 numerous corporate affliates of VGE
fled for bankruptcy. This triggered the option for the Company to
purchase VGEs shares of SVES under the Shareholders Agreement which
the Company exercised. As VGE disputed the Companys action, the
Company requested for arbitration with the London Court of
International Arbitration (LCIA) as provided in the Shareholders
Agreement.
The Arbitrator gave an award (Award) dated April 3, 2006 in favour of
the Company. The Company fled for enforcement and recognition of the
award before the District Court of Michigan, U.S.A. The District Court
on July 31, 2006 directed enforcement of the Award and the Sixth
Circuit Court of Appeals in US on May 25, 2007 affrmed it. While the
proceedings were pending in the USA, VGE also fled a suit before the
District Court of Secunderabad in India for setting aside the Award
dated April 3, 2006. The District Court of Secunderabad and the Honble
High Court of Andhra Pradesh dismissed VGEs petition for setting aside
the Award. On an appeal by VGE, the Honble Supreme Court of India on
January 10, 2008, set aside the orders of the District Court and the
Honble High Court and remanded the matter back to City Civil Court,
Hyderabad for hearing on merits. The Honble Supreme Court also
directed status quo with regard to transfer of shares till the disposal
of the suit. The matter is currently before the City Civil Court,
Hyderabad.
On January 17, 2008, the District Court of Michigan held VGE in
contempt for its failure to honour the Award and amongst others
directed VGE to dismiss its Board members and replace them with
individuals nominated by the Company. The order of the District Court
of Michigan in contempt proceeding was affrmed by the Sixth Court of
Appeals on April 9, 2009. Following this VGE has appointed the
Companys nominees on the Board of SVES and SVES confrmed the
appointment at its Board meeting held on June 26, 2008. The Company is
legally advised that SVES became its subsidiary only with effect from
that date.
VGE also sought to fle an application for bringing additional pleadings
on record in the matter pending before the City Civil Court which
allowed VGEs application. As the Honble High Court of Andhra Pradesh
allowed the Companys appeal against the order of the City Civil Court,
VGE appealed against the order of the Honble High Court to the Honble
Supreme Court. The Honble Supreme Court on August 11, 2010 allowed
VGEs application to bring on record additional pleadings. The matter
is pending before the City Civil Court, Hyderabad.
During the year ended March 31, 2011 VGE and the sole shareholder of
VGE (the Trust, and together with VGE, the Plaintiffs), fled a
complaint against the Company in the United States District Court for
the Eastern District of Michigan asserting claims under Racketeer
Infuenced and Corrupt Organisation Act, 1962 (RICO) and seeking damages
with respect to the fraud claim, interest costs and attorney fees.
In response, the Company has fled a motion to dismiss the Complaint or,
in the alternative, to compel Plaintiffs to arbitrate their claims
pursuant to the arbitration provision in the Shareholders Agreement
between VGE and the Company. The matter is pending disposal.
5.12 Managements assessment of contingencies / claims
The amounts disclosed under contingencies / claims represent the best
possible estimates arrived at on the basis of the available
information. Due to the high degree of judgment required in determining
the amount of potential loss related to the various claims and
litigations mentioned above in which the Company is involved and the
inherent uncertainty in predicting future settlements and judicial
decisions, the Company cannot estimate a range of possible losses.
However, excluding the liability, if any, arising from the Aberdeen
Complaint as mentioned in Note 5.3 of Schedule 18 for which the outcome
is not determinable at this stage, the Company has made appropriate
provision for contingencies as at March 31, 2011 which, in the opinion
of the Management, is adequate to cover any probable losses in respect
of the above litigations and claims. Refer Note 32.2 of Schedule 18.
6. Insurance claims
A Directors and Offcers Liability Policy (‘D&O Policy) was taken by
the Company to protect its directors and offcers against legal costs
incurred by them in defending allegations or suits brought against them
for wrongful acts and any awards granted against them, including out of
court settlements. Such D&O Policy included protection to the Company
in the event of a ‘Securities Claim as defned under that D&O Policy.
The primary policy for the period from October 15, 2008 to October 14,
2009 was issued by the Lead Insurer, and secondary policy forming
multiple layers of coverage in excess of the primary policy was issued
by other insurance companies.
The Company had notifed the Lead Insurer regarding receipt of notices
from several regulatory authorities and the class action suits.
The Lead Insurer, while expressly reserving its rights under the D&O
Policy, has taken a preliminary view and disputed the claim under the
D&O Policy. The Company has replied wherein it has expressly reserved
its rights with respect to the D&O Policy and disagreed with a number
of statements and positions taken by the Lead Insurer.
The Company has been examining various options for proceedings against
the Lead Insurer and, hence, the outcome is uncertain at this stage.
7. Regulatory non-compliances / breaches
During the fnancial year ended March 31, 2009, the Company had
identifed certain non-compliances / breaches of various laws and
regulations of the Company under the erstwhile management including but
not limited to the following:
7.1 The Companies Act, 1956 (‘the Act) and ESOP Guidelines by SEBI
The non-compliances / breaches included inter-alia:
(i) Payment of remuneration / commission to whole-time directors /
non-executive directors in excess of the limits prescribed under the
Act.
(ii) Unauthorised borrowings
(iii) Excess contributions to Satyam Foundation
(iv) Loan to ASOP Trust (Satyam Associate Trust) without prior Board
approval under the Act.
(v) Delay in deposit of dividend in the bank.
(vi) Dividend paid without profts
(vii) Non-transfer of profts to general reserve relating to interim
dividend declared
(viii) Utilisation of the Securities Premium account
(ix) Declaration of bonus shares
(x) Violation of SEBI ESOP Guidelines
The Company has fled a condonation application before the Honourable
CLB for the non-compliances / breaches as stated in Notes 7.1 (i) to
7.1 (x) above.
It is also considering action to recover from the erstwhile Management
the excess remuneration / commission / contributions / dividends paid
out without due compliance of law.
(xi) Company law violations as per SFIO reports
Consequent to the letter written by the erstwhile Chairman, SFIO
investigated into the affairs of Company under Section 235 of the Act.
As a result of the investigation, SFIO fled seven cases on company law
violations, out of which the Company was accused in the two cases
mentioned below:
(a) The payment of professional fee to Mr. Krishna G Palepu, a
non-executive director was with the approval of shareholders by way of
special resolution passed in the Annual General Meeting held on August
21, 2006 as per the provisions of Section 314 of the Act. However, the
SFIO held that the Company had not complied with Section 309 of the Act
in seeking the opinion of the Central Government on the requisite
qualifcations possessed by the director for the practice of the
profession. The SFIO held that the instant case was not covered under
Section 314 of the Act as the terms of reference given to Mr. Krishna G
Palepu did not indicate the assignment of any specifc position or offce
of proft to him in the Company.
The Union of India fled a complaint in the Court of the Special Judge
for Economic Offences at Hyderabad under Section 621 alleging violation
of Section 309 read with Section 629A of the Act. In the said
Complaint, the Union of India has also sought refund of the amount paid
to Mr. Krishna G Palepu by the Company. The Court has framed charges
with respect to the aforesaid violation. The trial is ongoing. The
Company has fled a compounding application before the Honourable CLB,
with respect to the said offence.
(b) The SFIO stated that the Company had fled incomplete Balance Sheets
as on March 31, 2007 and March 31, 2008 on the MCA website as the
attachments of the balance sheets did not contain the directors report
along with the annexure required under the various rules, the auditors
report for the fnancial year 2006 - 07 and schedules to the Balance
Sheet, the directors report along with the required annexure and the
auditors report for the fnancial year 2007 - 08 thereby violating the
provisions of Section 220 of the Act.
The Company has not received any communication from the Registrar of
Companies, Andhra Pradesh seeking clarifcation on the incomplete fling
for the fnancial year 2006 – 07. Approval for the fling for fnancial
year 2007 - 08 was received by the Company and all the required
documents except auditors report are available on the MCA website.
The Union of India fled a Complaint in the Court of Special Judge for
Economic Offences at Hyderabad under Section 621 alleging violation of
Section 220 read with Section 162 of the Act for fling incomplete
balance sheets. The Court has framed the charges with respect to the
aforesaid violation. The trial is ongoing. The Company has fled a
compounding application before the Honourable CLB with respect to the
said offence which are reserved for orders.
7.2 Foreign Exchange Management Act (FEMA), 1999
7.2.1 (i) In some of the cases, the Company has not been able to do a
one on one matching of the foreign currency
receipts against the Foreign Inward Remittance Certifcates (FIRC)
obtained from the bankers. Pending such matching, the Company has
appropriated the collections based on and to the extent of the
information available with the Management. Further, the Company has not
fled such invoice wise FIRC details with Authorised dealer as required
by the FEMA regulations.
(ii) There are certain uncollected dues / receivables in foreign
currency which are outstanding for a long period of time for which the
required permission for extension of time has not been obtained from
the appropriate authorities.
The Company is in the process of regularising the same and fling all
the required applications / details.
7.2.2 The ED has issued a show-cause notice dated April 28, 2011 to the
Company for contravention of the provisions of the Foreign Exchange
Management Act, 1999 and the Foreign Exchange Management (Realisation,
Repatriation and Surrender of Foreign Exchange) Regulations, 2000, in
respect of the realization and repatriation of export proceeds to the
extent of foreign exchange equivalent to Rs. 506 Million for invoices
raised during the period July 1997 to December 31, 2002. The Company
has been granted 30 days time to respond to the Show-Cause Notice.
7.3 Non-availability of tax deduction certifcates
The Company also had certain old withholding tax claims made in prior
years, the certifcates for which are either non-existent or the
originals are not available. The Company identifed such instances to
the extent of the information available with the Company and suitably
adjusted the same in the Proft and Loss account for the year ended
March 31, 2009.
7.4 Delay in fling of tax returns in overseas jurisdictions
There have also been cases of delay in fling of tax returns (income tax
and sales tax) within the stipulated time period in some of the
overseas countries primarily in the past and in a few instances in the
current year, the potential liability on account of which is not
ascertainable at this stage. The Company is of the opinion that the
likely liability on account of the same is not expected to have a
material impact on the fnancial statements.
7.5 Managements assessment of the statutory non compliances
The Management believes that the various non-compliances and breaches
by the Company of the statutory requirements which have been noticed /
observed, duly considering the fndings of the forensic investigation /
other ongoing regulatory investigations have been summarised above. The
Company in respect of certain matters as stated above has applied to
the Honble CLB for condonation and is proposing to make an application
to the other appropriate authorities, where applicable, for condoning
the remaining non-compliances and breaches relatable to the Company.
The possible impact of these non-compliances and breaches in the event
the Companys condonation requests, where applicable, are not granted
has not been determined or recognised in the fnancial statements.
8. Financial Reporting Process
8.1 Internal control matters
Post the induction of the Venturbay nominees on the Board of the
Company in June 2009, the new management after an evaluation of the
internal control situation existing in the Company, identifed various
internal control defciencies and weakness.
Pursuant to such evaluation, the Company concluded that for the year
ended March 31, 2009, the internal control and procedures of the
Company were not effective at reasonable assurance level and reported
the same in its annual accounts for the year ended March 31, 2009.
During the fnancial year ended March 31, 2010, the Company under the
new management took several steps including inter-alia appointing a new
audit committee, revised the code of Ethical Conduct, nominated a
Corporate Ombudsman and took steps to formulate an entity wide risk
management policy, approved by the Board. The internal audit function
was also strengthened by appointing a reputed and independent external
agency as the Internal Auditor.
Amongst the initiatives that the Management has implemented / in the
process of implementation are to complete the analysis of unexplained /
un-reconciled balances between various sub-systems / sub-ledgers and
the general ledger. The process of reconciliation is not complete,
however there has been progress and a number of previously
un-reconciled transactions between various sub-systems have been
identifed and rectifcations carried out / are in the process of being
carried out. In addition, physical verifcation of assets was conducted
by the Management and the defciencies that were noticed were
appropriately dealt with in the books. Further, the Company has
commenced updation of Fixed Assets register with quantitative details,
asset description etc.
Therefore, the new Management, for the purpose of ensuring appropriate
controls over the fnancial reporting process and the preparation of the
fnancial results, has implemented specifc procedures like manual
reconciliations between the various sub-systems / sub-ledgers and the
general ledger, requests for various balance confrmations as part of
the year end closure process, confrmation of the department wise
fnancial details by the business leaders, preparation and review of
proper bank reconciliation statements, review of the revenue
recognition policies and procedures, preparation and review of
schedules for key account balances, implementing proper approval
mechanisms, closer monitoring of the fnancial closure process etc.
Considering the magnitude of the identifed material weakness, change in
personnel, continuing investigation by authorities investigating the
fraud, the Managements efforts to fully remediate the material
weakness continues to be ongoing.
The software platforms including the ones used for fnancial reporting
are non-integrated, even though compensating manual reconciliations are
carried out. The defciencies in IT General and Application controls
over all areas continue.
As at March 31, 2011, while the new managements efforts have resulted
in relatively better control over the process of revenue recognition,
receivables management, approval mechanisms and the preparation and
review of material account balances, these have not yet reached a stage
so as to provide a level of assurance to demonstrate complete
robustness over internal controls on fnancial reporting.
8.2 Reconciliations
With respect to some of the key business processes like revenues,
expenses, payroll, fxed assets, etc., the Company uses various
sub-systems, the output from which, is being used for accounting in the
fnancial package maintained by the Company. Within the fnancial
package, there are also sub-ledgers and general ledger. In this
respect, certain reconciliations between the sub-systems / sub-ledgers
and the general ledger could not be performed completely due to
non-availability of all the required information in the previous years.
Further, there were certain differences between the sub systems which
provide the inputs to the main sub system, which is ultimately
interfaced to the general ledger, for which complete details were not
available.
During the year, no additional differences were identifed. Further, the
Company identifed and reconciled certain unexplained net amounts
aggregating Rs. 11 Million (net debit) and accounted it as loans and
advances. The provision in respect of such identifed transactions made
in the earlier years aggregating to Rs. 8 Million, has been transferred
to Provision for Doubtful advances and Rs. 3 Million has been credited to
the Proft and Loss Account. Refer Note 32.3 of Schedule 18. The balance
of transactions of the previous years pending adjustments due to
non-availability of complete details amounting to Rs. 36 Million (March
31, 2010 – Rs. 47 Million) (net debit) (comprising of Rs. 494 Million (Rs.
515 Million as at March 31, 2010) of gross debits and Rs. 458 Million (Rs.
468 Million as at March 31, 2010) of gross credits) have been carried
forward under Unexplained Differences Suspense Account (Net) under
Schedule 12 with the corresponding full provision made in the earlier
years.
8.3 Confrmation of balances / other details
As part of the year-end fnancial reporting and closure process,
requests for confrmation of balances / other details were sent out to
various parties including banks, customers, vendors, employees, others
etc., for confrming the year end balances / other details. Further a
few confrmation requests were returned undelivered. Whilst confrmations
were received for all bank balances, responses received from the
parties refected under sundry debtors and current liabilities was
minimal compared to the overall number of confrmations sent out in
spite of follow-up by the Company.
With respect to the cases where the confrmation responses were
received, reconciliations have been performed based on the information
available with the Company and necessary adjustments have been carried
out in the fnancial statements.
With respect to the cases where the balances / other details were not
confrmed by the parties, necessary adjustments including provision for
debtors and provision for expenses have been carried out in the
fnancial statements based on the information available with the
Management.
8.4 Risks and uncertainties
There are risks and uncertainties relevant to the Companys fnancial
condition, results of operations and liquidity positions that may
affect future performance.
Some of the key risks and uncertainties that might impact the Companys
business are stated as under:
(i) Risk of un-identifed fnancial irregularities
In view of the signifcant limitations in the forensic investigation as
stated in Note 3.1 of Schedule 18, there is a risk that material
errors, fraud and other illegal acts may exist that remain undetected.
(ii) Risk of adverse outcome of investigation by law enforcement
agencies
Several law enforcement agencies such as CBI, SEBI, SFIO and ED in
India had initiated their investigations on the extent of fnancial
irregularities and breach of law by the erstwhile Chairman and other
former employees of the Company and legal proceedings are ongoing.
Refer Note 3 of Schedule 18. The Company may be exposed to liabilities
in case of any adverse outcome of these investigations / proceedings.
(iii) Risk of substantial adverse outcome of litigation and claims
Refer Note 5 of Schedule 18 for the details of open litigation and
claims including Aberdeen Complaint from certain shareholders in the
United States of America (USA) and income tax disputes in India which,
if proven, could give rise to substantial liabilities. The Company is
defending these litigations in various courts in India and in the USA.
(iv) Risk of non-compliances / breaches with various laws and
regulation
The fnancial irregularities perpetrated by the erstwhile Chairman and
former employees of the Company have led to violations of several laws
and regulations including the Companies Act, 1956, guidelines
prescribed by SEBI, Reserve Bank of India (‘RBI) regulations, etc. The
Company is exposed to liabilities in cases where these laws /
regulations have been violated and the Companys application for
condonation, where applicable, is not granted. Refer Note 7 of Schedule
18.
8.5 Managements assessment on fnancial reporting
Based on the assessment of the above and the information available with
the Management at this stage and the corrective actions taken, the
Management believes that these fnancial statements, read with the notes
thereon, do not contain any material misstatements / omissions, in
respect of the above.
9. Employee stock option schemes
The ESOP guidelines issued by SEBI are applicable to options / shares
granted / allotted on or after June 19, 1999. These guidelines were
amended subsequently on June 30, 2003 to include the stock options
granted by a Trust for the schemes administered by the Trust.
9.1 Associate Stock Option Plan A (ASOP A)
In May 1998, the Company established its ASOP plan which provides for
the issue of 1,300,000 warrants having a face value of Rs. 10 at a price
of Rs. 450 per warrant. The Company issued these warrants to an associate
controlled welfare trust called the Satyam Associate Trust formed vide
agreement dated August 16, 1999. At the twelfth Annual General Meeting
held on May 28, 1999, shareholders approved a 1:1 bonus issue to all
shareholders as of August 31, 1999. In order to ensure that all its
employees receive the benefts of the bonus issue, the Trust was
allotted the bonus shares for the warrants held by the Trust. The Trust
exercised all its warrants to purchase the shares from the Company
prior to stock split using the proceeds obtained from bank loans. The
Trust grants warrants to eligible employees to purchase equity shares
held by the Trust. The warrants may vest immediately or may vest over a
period ranging from two to three years, depending on the employees
length of service and performance. The warrants vested on employees
needs to be exercised within 30 days from the date of vesting.
Subsequent to the bonus issue and share split each warrant entitles the
holder to purchase 20 shares of Rs. 2 each of the Company at a price of Rs.
450 per warrant plus an interest component associated with the loan
which the Trust assumed, for conversion of the warrants it held. As at
March 31, 2011 and March 31, 2010, 6,500,000 equity shares of Rs. 2 each
have been allotted to the Satyam Associate Trust under ASOP A.
As at March 31, 2011 no options were outstanding. As at March 31, 2010
3,500 options (Net of cancellations) for a total number of 70,000
Equity shares of Rs. 2 each were outstanding.
For options outstanding at the end of the current year, the exercise
price was Rs. NIL (March 31, 2010 - Rs. 1,701) and the weighted average
remaining contractual life is NIL years (March 31, 2010 – 0.09 years).
No options were granted during the current year.
400 options were exercised during the current year (Previous year ended
March 31, 2010 was NIL). For the options that were exercised during the
current year, the weighted average share price on the date of exercise
was Rs. 87.10.
9.2 Associate Stock Option Plan (ASOP – B)
The Company has established a scheme ‘Associate Stock Option plan – B
(ASOP - B) for which 58,146,872 equity shares of Rs. 2 each were
earmarked. These warrants vest over a period of 2-4 years from the date
of the grant. Upon vesting, associates have 5 years to exercise these
equity shares. As at March 31, 2011, 28,742,359 (March 31, 2010 -
28,739,939) equity shares of Rs. 2 each have been allotted to the
associates under ASOP B.
Accordingly, options (net of cancellations) for a total number of
21,613,932 (March 31, 2010 – 21,108,842) equity shares of Rs. 2 each were
outstanding as at March 31, 2011.
For options outstanding at the end of the current year, the exercise
price was in the range of Rs. 65 - Rs. 328 (March 31, 2010 – Rs. 77 – Rs. 328)
and the weighted average remaining contractual life is 5.02 years
(March 31, 2010 – 5.17 years).
The weighted average fair value of options granted during the current
year was Rs. 49.01. (March 31, 2010 - Rs. 72.53).
For the options that were exercised during the current year, the
weighted average share price on the date of exercise was Rs. 91.64 (March
31, 2010 – Rs. 101.47).
9.3 Associate Stock Option Plan (ASOP - ADS)
The Company has established a scheme ‘Associate Stock Option plan
(ADS) to be administered by the Administrator of the ASOP (ADS), a
committee appointed by the Board of Directors of the Company in May
2000. Under the scheme 3,456,383 ADS are reserved to be issued to
eligible associates with the intention to issue the warrants at a price
per option which is not less than 90% of the value of one ADS as
reported on NYSE on the date of the grant converted into Indian Rupees
at the rate of exchange prevalent on the day of the grant as decided by
the Administrator of the ASOP (ADS). Each ADS represents two equity
shares of Rs. 2 each fully paid up. These warrants vest over a period of
1-10 years from the date of the grant. The time available to exercise
the warrants upon vesting is as decided by the Administrator of the
ASOP (ADS). As at March 31, 2011, 1,246,955 ADS (March 31, 2010 –
1,246,955) representing 2,493,910 (March 31, 2010 – 2,493,910) equity
shares of Rs. 2 each have been allotted to the associates under ASOP ADS.
Accordingly, options (net of cancellation) for a total number of
1,921,751 (March 31, 2010 – 1,684,052) ADS representing 3,843,502
(March 31, 2010 – 3,368,104) equity shares of Rs. 2 each were outstanding
as at March 31, 2011.
For options outstanding at the end of the current year, the exercise
price was in the range of Rs. 131 - Rs. 641 (March 31, 2010 – Rs. 178.79 - Rs.
640.60) and the weighted average remaining contractual life is 5.53
years (March 31, 2010 – 5.30 years).
The weighted average fair value of options granted during the current
year was Rs. 111.19. (Year ended March 31, 2010 - Rs. 192.12).
No options were exercised during the current year and in the previous
year.
9.4 Associate Stock Option Plan - Restricted Stock Units (ASOP – RSUs)
The Company has established a scheme ‘Associate Stock Option plan -
Restricted Stock Units (ASOP – RSUs) to be administered by the
Administrator of the ASOP – RSUs, a committee appointed by the Board of
Directors of the Company in May 2000. Under the scheme, 13,000,000
equity shares are reserved to be issued to eligible associates at a
price to be determined by the Administrator which shall not be less
than the face value of the share. These RSUs vest over a period of 1-4
years from the date of the grant. The maximum time available to
exercise the warrants upon vesting is fve years from the date of
vesting. As at March 31, 2011, 1,276,513 (March 31, 2010 – 974,882)
equity shares of Rs. 2 each have been allotted to the associates under
ASOP - RSUs.
Accordingly, options (net of cancellations) for a total number of
811,830 (March 31, 2010 – 1,333,308) ASOP-RSUs equity shares of Rs. 2
each were outstanding as at March 31, 2011.
For options outstanding at the end of the current year, the exercise
price was Rs. 2 (March 31, 2010 – Rs. 2) and the weighted average remaining
contractual life is 3.77 years (March 31, 2010 – 4.71 years).
No options were granted during the current year and in the previous
year For the options that were exercised during the current year, the
weighted average share price on the date of exercise was Rs. 84.33 (March
31, 2010 – Rs. 93.01).
9.5 Associate Stock Option Plan — RSUs (ADS) (ASOP – RSUs (ADS))
The Company has established a scheme ‘Associate Stock Option plan -
RSUs (ADS) to be administered by the Administrator of the ASOP – RSUs
(ADS), a committee appointed by the Board of Directors of the Company
in May 2000. Under the scheme 13,000,000 equity shares minus the number
of shares issued from time to time under the Associate Stock Option
plan - RSUs are reserved to be issued to eligible associates at a price
to be determined by the Administrator not less than the face value of
the share. Each ADS represents two equity shares of Rs. 2 each fully paid
up. These RSUs vest over a period of 1-4 years from the date of the
grant. The maximum time available to exercise the options upon vesting
is fve years from the date of vesting. As at March 31, 2011, 197,884
(March 31, 2010 – 159,734) RSUs (ADS) representing 395,768 (March 31,
2010 – 319,468) equity shares of Rs. 2 each have been allotted to the
associates under ASOP – RSUs (ADS).
Accordingly, options (net of cancellation) for a total number of
154,096 (March 31, 2010 – 233,060) ADS representing 308,192 (March 31,
2010 – 466,120) equity shares of Rs. 2 each were outstanding as at March
31, 2011.
For options outstanding at the end of the current year, the exercise
price was Rs. 4 (March 31, 2010 – Rs. 4) and the weighted average remaining
contractual life is 4.46 (March 31, 2010 – 5.91) years.
No options were granted during the current year. The weighted average
fair value of options granted during the previous year ended March 31,
2010 Rs. 178.61.
For the options that were exercised during the current year, the
weighted average unit price on the date of exercise was Rs. 245.26 (March
31, 2010 – Rs. 250.50).
9.6 Pro forma disclosures
In accordance with the ESOP guidelines issued by SEBI, had the
compensation cost for employee stock option plans been recognised based
on the fair value method at the date of the grant in accordance with
the Black Scholes model (determined based on the report of an
independent agency), the pro forma amounts of the Companys proft /
(loss) and earnings per share would have been as follows:
10. Share application money pending allotment
The amount received from the associates on exercise of stock options is
accounted as Share Application Money Pending Allotment. Upon allotment,
the amount received corresponding to the shares allotted against the
options exercised is transferred to Share Capital and Securities
Premium Account (if applicable) and taxes (if applicable) recovered
from associates. An amount of Rs. 196,071 is outstanding as at March 31,
2011 (as at March 31, 2010 - Rs. 575,320) representing amounts received
from associates of the Company on exercise of stock options towards
face value, securities premium and perquisite tax recovered by the
Company from the associates, pending allotment of shares.
11. Accounting for fxed assets / depreciation
11.1 Additional / accelerated depreciation
The Management has carried out a detailed review of certain fxed assets
as per the fxed assets register and after duly considering the
usability and technical obsolescence of the same, provided for
additional / accelerated depreciation to the extent of Rs. 29 Million
(March 31, 2010 - Rs. 29 Million) in the fnancial statements.
11.2 Land
(i) In respect of its land at Hyderabad, the Company entered into an
agreement with the Government of Andhra Pradesh (GoAP) for the purchase
of land. The agreement is covered under the Information and
Communications Technology (ICT) Policy 2002-2005 of the Information
Technology & Communications department of GoAP. Pursuant to the same,
the Company is eligible for the incentives, concessions, privileges and
amenities applicable to Mega Projects in terms of the said policy and
also certain other incentives as specifed in the agreement entered into
with GoAP.
As per memorandum of understanding (MOU) & other agreements, entered
into by the Company, the Company has acquired the land from the GoAP.
During the fnancial year ended March 31, 2009, the Company has
accounted for the eligible grant amounting to Rs. 96 Million towards the
basic cost of the land on acquisition which was adjusted to the cost of
the land as per the books of accounts in accordance with the accounting
policy followed by the Company. In order to avail the said rebate, the
Company furnished bank guarantees aggregating Rs. 96 Million which are
outstanding as at March 31, 2011 and March 31, 2010. There are no
outstanding obligations in respect of the said MOU as at March 31, 2011
and March 31, 2010.
(ii) The Company had also purchased land from Andhra Pradesh Industrial
Infrastructure Corporation Limited (APIIC) in Vishakhapatnam for a
total cost of Rs. 50 Million. There are certain disputes with respect to
the land purchased by the Company in Kapulupadda village,
Vishakhapatnam admeasuring about 50 acres wherein the above land has
been earmarked to the Indian Navy. GoAP vide its G.O. No. 1439 dated
December 4, 2008, has ordered the District Collector, Vishakhapatnam to
allot alternate land, by withdrawing the land to an extent of 25 acres
from the Police Department and also to an extent of 25 acres from the
Vishakhapatnam Urban Development Authority. The Company has requested
for obtaining the allotment letters. The Management is confdent that
the said lands will be allotted in favour of the Company and,
accordingly, the amount of Rs. 50 Million is included in Capital Advances
(under Capital Work in Progress) as at March 31, 2011 and March 31,
2010.
11.3 Capital Work-in-Progress
The Board of Directors vide its resolution dated July 27, 2010 decided
to exit from one of its unit at Shriram The Gateway SEZ (STG) and the
Company sold a part of fxed assets lying as a Capital work in progress
of the STG Unit valued at Rs. 270 Million.
12. Investments
12.1 The Company had in the year ended March 31, 2008, acquired 50% of
equity in C&S System Technologies Private Limited (formerly CA Satyam
ASP Private Limited) (‘CA Satyam) for a consideration of Rs. 72 Million.
During the fnancial year ended March 31, 2009, pursuant to the Share
Purchase Agreement dated April 30, 2008 entered into by the Company
with Computer Associate Satyam JV Corporation, United States, the
Company acquired the balance 50% equity held by Computer Associate
Satyam JV Corporation in CA Satyam for a total consideration of Rs. 56
Million and, hence, CA Satyam became a subsidiary of the Company with
effect from September 25, 2008. The total consideration was paid in
equal installments of Rs. 28 Million each on September 25, 2008 and
December 15, 2008. Pursuant to the acquisition of the shares by the
Company, CA Satyam was renamed as C&S System Technologies Private
Limited.
The Company is considering a proposal to merge C&S in the near future,
with one of its subsidiaries and accordingly assessed the carrying
value of the investments as at the year end and has made a provision
amounting to Rs. 64 Million during the year.
12.2 On January 21, 2008, the Company entered into a defnitive purchase
agreement to acquire 100% of the membership interests of Bridge
Strategy Group, LLC (‘Bridge), a Chicago based strategy and general
management consulting frm, for total cash consideration of up to USD 35
Million (equivalent to Rs. 1,489 Million) to be paid over 2.5 years,
comprising upfront consideration of USD 19 Million (equivalent to Rs. 761
Million) payable on consummation of the transaction, deferred
non-contingent consideration of USD 8 Million (equivalent to Rs. 321
Million) payable in August 2009 and contingent consideration of USD 8
Million (equivalent to Rs. 407 Million) payable in October 2010. The
contingent consideration is payable to the selling shareholders on
satisfaction of conditions prescribed in the Membership Interest
Purchase Agreement, entered into with the selling shareholders.
The transaction was consummated on April 4, 2008 and the upfront
consideration of USD 19 Million (equivalent to Rs. 761 Million) was paid.
Further, the deferred non-contingent consideration mentioned above of
USD 8 Million (equivalent to Rs. 321 Million) was paid to the selling
shareholders during the previous year in August 2009. During the
fnancial year ended March 31, 2009, the Company accounted for an amount
of USD 27 Million (equivalent to Rs. 1,082 Million), representing the
upfront consideration and deferred non-contingent consideration, as
cost of investment in the books of account.
On February 12, 2009, the key executives of Bridge served a notice on
the Company that they had Good Reason, as defned in the purchase
agreement and each of their employment agreements, to terminate their
employment with Bridge and retain all rights to receive payment of the
then unpaid portion of the purchase consideration.
RSUs
Pursuant to employment agreements entered into by Bridge with each of
the key executives of Bridge at the closing of the acquisition, in July
2008 and July 2009, the Company issued a total number of 235,121 RSUs
to these key executives having an aggregate value at the time of
issuance of USD 6 Million, and subject to vesting terms as set forth in
the agreements entered into with each such key executive.
In the notice served by the key executives of Bridge on February 12,
2009, the key executives demanded cash payment of USD 6 Million in lieu
of RSUs issued to them.
The Company has amicably settled on October 6, 2010, the dispute
arising out of the notice served on February 12, 2009 by the key
executives of Bridge Strategy Group. As part of the settlement terms,
the Sellers have released the Company of all pending claims arising out
of earlier notice. To ensure stability in developing the consulting
business, certain special incentives / guaranteed bonus / additional
bonus have been agreed to be funded by the Company subject to the
Sellers continued employment.
During the current year, in furtherance to the purchase agreement
entered during January, 2008, the Company has paid the contingent
consideration amounting to USD 8 Million (equivalent to Rs. 358 Million)
which has been added to the cost of investment. In addition, the
Company further infused capital of Rs. 211 Million in Bridge.
12.3 Nitor Global Solutions Limited (Nitor), one of the subsidiaries
of the Company, entered into an agreement dated April 21, 2008 with the
shareholders of S&V Management Consultant NV, Belgium (S&V) for the
purchase of 100% of the shares held by them in S&V for a total
consideration of EUR 22.50 Million, comprising of initial
consideration, deferred payment and conditional payments over a period
of 3 years from the date of the agreement.
On December 11, 2008, the Company invested an amount of Rs. 1 Million in
a new subsidiary incorporated in Belgium, namely, Satyam Computer
Services Belgium BVBA (Satyam Belgium), primarily for the purpose of
acquiring the shares in S&V as mentioned below.
Pursuant to an agreement dated October 9, 2008 between Nitor, the
selling shareholders of S&V and Satyam Belgium, all the rights and
obligations of Nitor have been transferred to Satyam Belgium.
In furtherance to the agreement entered into with the shareholders of S
& V, the Company, through its subsidiary Satyam Belgium had paid the
initial and deferred conditional payments aggregating EUR 15.50 Million
(equivalent to Rs. 995 Million) as at March 31, 2010. During the current
year, the second deferred conditional payment aggregating Rs. 238 Million
(equivalent to EUR 4 million) was paid through Satyam Belgium. The
above payments were funded as share application money to Satyam
Belgium.
Further, the Company in earlier years had funded Rs. 12 Million as Share
Application Money to Satyam Belgium.
During the current year, Satyam Belgium has allotted shares to the
Company against the share application money.
12.4 The Company incorporated its subsidiary in Mexico (Satyam Computer
Services De Mexico S.DE R.L.DE C.V). However, no investments have been
made by the Company as at March 31, 2011 and, consequently, this has
not been included as part of Investments disclosed in Schedule 5 to the
Balance Sheet as at March 31, 2011.
The Company incorporated its subsidiary in Brazil (Satyam Servicos De
Informatica LTDA). During the year, the Company invested an amount of
USD 0.25 Million (equivalent to Rs. 11 Million) pending allotment as at
March 31, 2011 and has been disclosed in Schedule 9 to the Balance
Sheet as Share application Money towards Investments.
(ii) There are no current investments purchased and sold during the
year.
12.6 Provision for diminution in the value of long term investments
During the current year, with the assistance of independent
professional agencies, the Company has assessed the operations of the
subsidiaries, including the future projections, to identify indications
of diminution, other than temporary, in the value of the investments
recorded in the books of account and, accordingly, has made the
following provisions:
13. Accounting for revenue and debtors
13.1 Sundry Debtors
During the year the Management initiated procedures for automated
reconciliations between sub-systems / sub-ledgers / general ledger
pertaining to Sundry Debtors account. The manual reconciliation process
has progressed and a number of previously un-reconciled transactions
between the sub-systems / sub-ledgers / general ledger have been
identifed and rectifcations carried out. However, pending clearance of
all the reconciling items, Management has carried out an assessment and
has on the basis of its judgment in such assessment:
(a) Adjusted unapplied receipts aggregating Rs. 4,215 Million (March 31,
2010 - Rs. 5,652 Million) against Sundry Debtors
(b) Determined classifcation of debts outstanding for a period
exceeding six months and other debts and
(c) Made provision for doubtful debts aggregating Rs. 4,264 Million
(March 31, 2010 - Rs. 4,411 Million) as at March 31, 2011.
13.2 Accounting for contracts under percentage completion method (POC),
Unbilled Revenue and Unearned Revenue adjustments:
(i) POC:
The Company is in the process of further strengthening and streamlining
the accounting for contracts under percentage of completion method.
Pending complete streamlining, the required documentation supporting
initial / revision in estimates are currently not centralised and these
estimates of cost and hours are not fully supported and are based on
signifcant management estimates which inturn are based on the current
information available, subsequent developments etc.
(ii) Unbilled revenue:
The Management analysed all such services rendered during the year
remaining unbilled as at the Balance Sheet date as well as those
services relating to the current year billed subsequently to ensure
proper cut-off and the required adjustments have been carried out in
the fnancial statements of the Company based on the available
information.
The Management has also identifed cases where there are losses expected
in the execution of certain projects of the Company. Losses arising on
account of such contracts have been estimated based on a detailed
analysis done by the Management taking into account the information
available with the Company and the future obligations of the Company.
Accordingly, a provision for such contract losses to the extent of Rs.
250 Million (March 31, 2010 - Rs. 118 Million) has been made as at March
31, 2011.
Consequently, unbilled revenue of Rs. 3,009 Million (net of provision for
anticipated losses) has been recognised as at March 31, 2011 (March 31,
2010 Rs. 4,305 Million).
(iii) Unearned revenue adjustments:
An amount of Rs. 207 Million (March 31, 2010 - Rs. 854 Million) originally
accounted as part of unearned revenue has been transferred to revenue
during the year ended March 31, 2011 based on the Managements
assessment, in the absence of all the required documentation.
In the opinion of the Management, the use of estimates / subsequent
information in respect of the above which is based on the available
information should not result in a material adjustment to the fnancial
statements of the Company.
13.3 Accounting for multiple deliverables and obligations of the
Company
The Company is a service Company, primarily rendering IT consulting and
software development services. Some of the contracts of the Company may
contain clauses that provide for multiple elements or deliverables
including the delivery of hardware equipment / software but are still
part of an integrated solution to the customer and hence the Company
has not maintained inventory records with quantitative and other
details in respect of such items (Refer Note 34 of Schedule 18 also).
Further, with respect to services rendered, the Company has certain
obligations towards customers as per the terms of the contracts such as
right of refunds, discounts, service credits etc., which are not
separately identifed and the information collated.
Having regard to the above, and notwithstanding the non-maintenance of
the inventory records referred to above based on and to the extent of
information readily available / compiled by the Management:
(a) Hardware equipment and other items included in the contracts have
been accounted under‘Cost of Hardware Equipments and Other Items Sold
and unsold items have been classifed as Inventory as at the year-end;
(b) Multiple elements in the revenue contracts have been separately
accounted.
13.4 Post contract services / warranties
As per the terms of the contracts, the Company provides post contract
services / warranty support to some of its customers. The Company does
not have adequate documentation in respect of historical information on
the amount incurred by the Company towards such costs incurred. In the
absence of the required information, the Company has accounted for the
provision for warranty / post contract support on the basis of the
information available with the Management duly taking into account the
current technical estimates. Refer Note 32.1 of Schedule 18.
13.5 Reimbursements / recoveries from customers
As per the practice followed by the Company, reimbursements / recovery
received / receivable from customers are accounted for based on
invoices raised on customers. As per the system followed by the
Company, the expenses are charged off to the Proft and Loss account as
and when incurred and the reimbursements / recoveries are credited to
the Proft and Loss account as and when invoiced on the customers.
The Management carried out an analysis of all such
reimbursement\recoveries of expenses received / receivable during the
year and the required adjustments for the reimbursements / recoveries
from customers have been carried out in the fnancial statements based
on the information available.
14. Accounting for transactions with an international sports
federation
The Company had entered into an agreement with an international sports
federation (the federation) in the fnancial year 2007-08 pursuant to
which the Company was granted various sponsorship rights in respect of
the events conducted by the federation to be held in 2009, 2010, 2013
and 2014. As per the agreement, the Company was also to render various
IT related services to the federation towards its events in its
capacity as the Offcial IT Service Provider to the federation.
Based on the terms of the agreement, the Company was required to
discharge the consideration for sponsorship rights partly in the form
of cash and partly in the form of services in lieu of cash (Value in
Kind). The Management believes that the sponsorship payments are in
the nature of an intangible item since these are predominantly for the
purpose of advertising and promotion and, hence, the same should be
expensed as incurred in the respective years. During the current year,
the sponsorship charges aggregating Rs. Nil Million (Year ended March 31,
2010 – Rs. 76 Million) were expensed off to the Proft and Loss account
under the head Marketing Expense.
Further, the Company during the current year recognised an amount of Rs.
320 Million (March 31, 2010 - Rs. 607 Million (both invoiced and unbilled
revenue); towards the services rendered by the Company to the
federation and, in accordance with the agreement, an amount of Rs. 471
Million (March 31, 2010 – Rs. 607 Million) has been accounted as
provision for the Value in Kind sponsorship charges.
As per the arrangement, the Company would pay this amount of Value in
Kind sponsorship charges to the federation on receipt of the invoice
from them. Subsequent to the same, the federation would pay back to the
Company the amount of services invoiced by the Company. During the
current year the amount of services rendered and the corresponding
amount of provision for Value in Kind sponsorship charges were
disclosed on a gross basis under the heads Income from Operations and
Marketing Expenses in the Proft and Loss Account with a corresponding
amount accounted in Sundry Debtors and Sundry Creditors, respectively.
During the previous year, the Company entered into a Memorandum of
Understanding with the federation as per which the contractual
obligations relating to the 2013 and 2014 events stand cancelled.
15. Class Action Complaint
Subsequent to the letter by the erstwhile Chairman (Refer Note 3.1 of
Schedule 18), a number of persons claiming to have purchased the
Companys securities fled class action lawsuits against the Company,
its former auditors and others in various courts in the USA alleging
violations of the United States federal securities laws. The lawsuits
were consolidated into a single action (the Class Action) in the
United States District Court for the Southern District of New York (the
USDC). The Class Action Complaint seeks monetary damages to
compensate the Class Members for their alleged losses arising out of
their investment in the Companys common stock and ADS during the Class
Period.
On February 16, 2011, the Company entered into a Stipulation and
Agreement of Settlement (the Settlement Agreement) with the Lead
Plaintiffs representing the Class to settle the Class Action. Under the
Settlement Agreement, the Company has agreed to pay to the Class as
consideration, USD 125 million, subject to the determination of the
Authority for Advance Ruling, and 25% of any net recovery that the
Company may in the future obtain against any of the PwC – Related
Entities (former auditors).
In accordance with the terms of the Settlement Agreement, Rs. 5,671
Million (equivalent to USD 125 Million) was deposited by the Company
into a segregated bank account (Segregated Account) as of March 31,
2011. USD 125 million from the Segregated Account has since been
deposited into the Initial Escrow Account as of April 27, 2011.
The Settlement Agreement was granted preliminary approval by the USDC
on March 21, 2011, but is subject to the fnal approval of the USDC upon
which the settlement shall become effective pursuant to its terms and
in exchange for the settlement consideration, the Lead Plaintiffs and
the members of the Class who do not opt-out of the Class, would
release, among other things, their claims against the Company.
16. SEC proceedings
The Company entered into a settlement agreement (Settlement Agreement)
with the SEC in connection with the previously-disclosed SEC
investigations into misstatements in the Companys fnancial statements
predating January 7, 2009, the date of self-disclosure of fnancial
irregularities by the Companys erstwhile Chairman, and into round
tripping pertaining to periods prior to April 1, 2002 (collectively,
the SEC Investigations). In accordance with the Settlement Agreement,
which was subject to court approval, the SEC fled a civil complaint
against the Company in US District Court in Washington, D.C. (Court) on
April 5, 2011. On April 6, 2011, the Court accepted the proposed
settlement and entered fnal judgment (Final Judgment) in the SECs
civil action.
The Company cooperated fully with the SECs investigation. Subject to
the completion of the undertakings summarized below, the entry of the
Final Judgment concluded all issues with respect to potential charges
against the Company stemming from the SEC Investigations.
As the Final Judgment refects, the Company, without admitting or
denying the allegations in the SECs complaint, agreed to pay an amount
of USD 10 Million as penalty; to be permanently enjoined from violating
certain US securities laws; to subject itself to undertakings
regarding, inter alia, strengthening its internal control and fnancial
reporting processes and practices, internal training, and Code of
Ethical Business Conduct; and to certify in writing compliance with the
undertakings no later than one year from the date of the Final
Judgment.
In accordance with the terms of the Final Judgment, Rs. 467 million
(equivalent to USD 10 Million ) that was set aside by the Company in
anticipation of paying the Penalty in a special purpose account was
wired from that account to the account of the Court.
The Company has fled an application (that is currently pending) before
the Authority for Advance Rulings, seeking a binding advance ruling
under the Income Tax Act, 1961 regarding taxability of the said amount.
18. Debts and loans and advances due from subsidiaries
(iii) During the current year, the Management carried out a detailed
assessment of the amounts due from subsidiaries mentioned above, duly
taking into account the provision for diminution in the value of
investments made in these subsidiaries and created appropriate
provision amounting to Rs. 79 Million (Year ended March 31, 2010 - Rs.
1,939 Million), out of which Rs. 31 Million relate to doubtful debts and
Rs. 48 Million relate to doubtful advances in respect of the amounts
considered as doubtful. Further, during the year there was a write back
of provision for doubtful debts in relation to subsidiaries aggregating
Rs. 32 Million.
(iv) Disclosure pursuant to clause 32 of the listing agreement
25. Government grants
During the fnancial year ended March 31, 2009 the Company received a
grant from Multimedia Development Corporation (an agent of the
Government of Malaysia) in the form of fully-ftted premises and
reimbursement of salary costs for establishment of global delivery
center. The fully ftted premises received under the grant has been
recorded at nominal value under fxed assets. The reimbursement received
/ receivable for the current year for salary cost of 2010-11 amounting
to MRY 3.16 Million (equivalent to Rs. 47 Million) (March 31, 2010 – MYR
5.14 Million (equivalent to Rs. 71 Million)) were accounted as Other
Income during the current year.
27. Segment reporting
Segment information has been presented in the Consolidated fnancial
statements as permitted by Accounting Standard (AS 17) on Segment
Reporting as notifed under the Companies (Accounting Standards) Rules,
2006.
Entity exercising signifcant infuence
Name of the Entity Relationship
Venturbay Consultants Private Limited w.e.f. May 05, 2009
Tech Mahindra Limited w.e.f. May 05, 2009
Mahindra and Mahindra Limited w.e.f May 05, 2009 to March 22, 2010
Others
Name of the Entity Relationship
Satyam Foundation Trust Enterprise where the Company is in a position
to exercise control
Satyam Associate Trust Enterprise where the Company is in a position to
exercise control
In respect of Venture Global Engineering LLC refer Note 5.10 of
Schedule 18.
Key Management Personnel
2010 – 11
The following persons were identifed as the Key Managerial Personnel by
the Board of Directors:
Name of the Person Relationship
Vineet Nayyar Chairman
C.P.Gurnani Whole-time Director & CEO
2009 – 10
The Central Government in January 2009 appointed the following 6
persons as Directors of the Company to administer the affairs of the
Company until the acquisition by Venturbay (Refer Note 4 of Schedule
18):
Name of the Director
Mr. Kiran Karnik
Mr. Deepak S Parekh
Mr. Tarun Das
Mr. S.B Mainak
Mr. C.Achuthan
Mr. T.N.Manoharan
The Central Government in July 2009 withdrew the following 4 persons as
Directors of the Company and authorised the remaining two directors to
continue till such time the Central Government desires to continue
them, however, not beyond a period of three years from the date of the
order.
Name of the Director
Mr. Kiran Karnik
Mr. Deepak S Parekh
Mr. Tarun Das
Mr. S.B Mainak
Subsequent to the acquisition by Venturbay in May 2009, the following
persons were identifed as the Key Managerial Personnel by the Board of
Directors:
Name of the Person Relationship
Vineet Nayyar Chairman
C.P.Gurnani Whole-Time Director & CEO
29. Leases
i. Termination of leases during the current year
During the current year, the Company terminated the agreements for 32
properties taken on rent and classifed as operating leases.
The Company incurred Rs. NIL Million (Year ended March 31, 2010 - Rs. 346
Million) being additional consideration paid / forfeiture of rental
deposits, to lessors on account of early termination. The furniture and
fxtures in these properties belonging to the Company were sold /
surrendered and the loss on account of sale / surrender is Rs. 2 Million
(Year ended March 31, 2010 – Rs. 167 Million).
ii. Obligation on long term non cancellable operating leases
The Company has entered into operating lease agreements for its
development centers at offshore, onsite and off-sites ranging for a
period of 3 to 10 years. The lease rentals charged during the year and
maximum obligations on long-term non-cancellable operating leases
payable as per the rentals stated in the respective agreements are as
follows:
Note:
(i) The weighted average number of equity shares used for Basic EPS and
Diluted EPS are the same since the outstanding potential equity shares
as at March 31, 2011 and as at March 31, 2010 are anti-dilutive in
nature.
(ii) Earnings per share has been computed in accordance with Accounting
Standard 20 - Earnings per Share
31. Provision for taxation
31.1 Current tax
No provision has been made in the fnancial statements towards current
tax for the year ended March 31, 2011 towards its domestic operations,
since the Company has incurred a tax loss for the year. Further, the
Management has assessed the Companys tax position in respect of its
overseas operations taking into account the relevant rules and
regulations as applicable in the respective countries and, based on
professional advice, has determined that the provision amounting to Rs.
537 Million (March 31, 2010 – Rs. 143 Million) made currently is adequate
and no additional provision for current tax for the current year needs
to be made in respect of the same.
Part of the Companys operations in India are conducted through
Software Technology Parks (STPs). Based on the current statutory
provisions Income from STPs is tax exempt for a period of 10 years
commencing from the fscal year in which the unit commences its
activities, or upto March 31, 2011, whichever is earlier.
The Company also has operations in Special Economic Zones (SEZs) in
India. Income from SEZs are expected to be fully tax exempt for the
frst fve years, 50% exempt for the next fve years and 50% exempt for
another fve years subject to fulflling certain conditions.
31.2 Deferred tax
No deferred tax asset has been recognised as at March 31, 2011 and
March 31, 2010 on account of accumulated business losses and other
items in the absence of virtual certainty of realization of such
assets.
31.3 Transfer pricing
The Company has entered into international transactions with related
parties. In this regard, the Management is of the opinion that all
necessary documents as prescribed by the Income Tax Act, to prove that
these transactions are at arms length are maintained by the Company and
that the aforesaid legislation will not have any impact on the fnancial
statements, particularly on the tax expense and the provision for
taxation.
33. Derivative instruments
The Company, in accordance with its risk management policies and
procedures, enters into foreign currency forward contracts and foreign
currency option contracts to manage its exposure in foreign exchange
rates.
Pursuant to the announcement of the Institute of Chartered Accountants
of India (ICAI) in respect of Accounting for Derivatives, the Company
had opted to follow the recognition and measurement principles relating
to derivatives as specifed in Accounting Standard 30 - Financial
Instruments, Recognition and Measurement, issued by the ICAI, from the
year ended March 31, 2008.
The Company has outstanding foreign exchange forward contracts to hedge
future cash fows, the fair value of which showed a net gain of Rs. 171
Million as at March 31, 2011 (March 31, 2010 – Net gain of Rs. 243
Million). Since the mark-to-market on certain derivative contracts as
at the Balance Sheet date resulted in losses aggregating Rs. 154 Million,
the same have been accounted and contracts resulting in gains have been
ignored on the grounds of prudence.
34. Quantitative information
Availment of Exemption granted by the Ministry of Corporate Affairs
vide its Notifcation dated S.O. 301 (E). February 8, 2011
The Company is primarily engaged in the development of computer
software / technology and consulting services. The production and sale
of such software cannot be expressed in any generic unit. Further, as
the Company exports more than 20% of the turnover, in terms of the
aforesaid Notifcation it has availed the exemption, with the consent of
its Board of Directors, not to disclose the amounts and quantitative
details on turnover, opening and closing stock for software, hardware
equipment and other items in the Proft and Loss Account for the current
year. As per the Managements assessment, the Company has complied with
the applicable conditions for availing the said exemption.
35. Virtual Pool Program
During the previous year, the Virtual Pool Program (VPP) was
introduced to balance the concerns of excess manpower in a humane
manner. This was introduced to deal with the reality of ‘excess
talent pool - as a result of the various events in the Company. This
program enabled the Company to retain talent at a reduced pay for a
defned period of time. Extreme care was taken to ensure that the
Company did not lose key talent and detailed efforts were adopted to
ensure that the experience and skill sets necessary for each customer
account / function, was protected. Supporting efforts included
structured outplacement programs, fnancial and career counseling,
assistance for higher education etc. The Company also had a recall
program (based on confrmed need) and eventually brought back 30% of the
VPP associates for various roles.
36. Delisting of ADRs from NYSE and trading of ADRs on OTC market Rs.
Effective October 14, 2010, the Companys American Depositary Receipts
(ADRs) were delisted from the New York Stock Exchange (NYSE) but
continued to trade on the over-the-counter (OTC) market in the US. The
ADRs were delisted from the NYSE due to the Companys late SEC flings.
ADR holders retained the right to redeem their ADRs and to receive the
underlying equity shares, which continue to be listed on the principal
Indian stock exchanges. The Companys OTC status for its ADRs was and
currently is designated Pink Sheets Current Information. The Company
continues to furnish information to investors through the SECs EDGAR
database, available at www.sec.gov,and also makes flings publicly
available on www.otcmarkets.com.
38. Previous year fgures
Previous years fgures have been recast / restated wherever necessary. |