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Mahindra Satyam
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« Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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