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Mastek
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Explore Mastek connections « Jun 10
Notes to Accounts Year End : Jun '11
1.  CONTINGENT LIABILITIES AND COMMITMENTS
 
                                                    (Rs. in Lakhs)
 
                                            As at            As at
                                    June 30, 2011    June 30, 2010 
 
 (i) Counter guarantees
 outstanding in respect of 
 guarantees given by banks on
 behalf of the Company                     175.25           103.19 
 
 (ii) Corporate performance
 guarantees given by the Company:
 
 - on behalf of subsidiary, 
 MajescoMastek Canada Ltd.               2,411.84           967.53
 
 - on behalf of subsidiary, 
 Mastek MSC (Thailand) Co. Ltd.            229.34           153.49
 
 - on behalf of subsidiary, 
 Mastek (UK) Limited                    42,828.87        36,462.26
 
 (iii) Corporate guarantees given:
 
 - on behalf of subsidiary, 
 MajescoMastek for its term loan         1,341.00         4,180.05
 
 - on behalf of subsidiary, 
 MajescoMastek for its Line of 
 Credit for Working Capital from Bank      447.00                –
 
 (iv) Claims against the Company 
 not acknowledged as debts*              2,309.06           105.78
 
 (v) estimated amount of contracts 
 remaining to be executed on capital
 account not provided for                  196.95         1,813.15
 
 * Claims against the Company not acknowledged as debts include:
 
 a) a demand from the Indian tax authorities for payment of additional
 tax of Rs. 1,115.03 Lakhs, including interest of Rs. 379.47 Lakhs upon
 completion of their tax review for financial year ended March 31, 2006.
 
 b) a demand from the Indian tax authorities for payment of additional
 tax of Rs. 1,088.25 Lakhs, including interest of Rs. 370.73 Lakhs upon
 completion of their tax review for financial year ended March 31, 2007.
 A substantial portion of both the tax demands pertains to the
 adjustment to total income carried out on account of transfer pricing.
 the matter in respect of 2006 is pending before the Income tax
 Appellate tribunal, Ahmedabad and in respect of 2007 before the
 Commissioner of Income-tax (Appeals), Ahmedabad.  Against the
 additional tax demand of Rs. 1,115.03 Lakhs for the year 2006, the
 Income-tax department has adjusted Rs. 628.1 7 Lakhs in respect of
 Income tax Refunds due to the Company.
 
 The Company has treated such adjustment as payment under protest and
 has accordingly refected this adjustment under Loans and advances. the
 Company is contesting the demands and the management believes that its
 position will likely be upheld in the appellate process and accordingly
 the same will not have a material adverse effect on the Company''s
 financial position and the result of its operations. As a result, no
 provision has been made in the financial statements for the tax demands
 raised.
 
 2.  FORWARD CONTRACTS
 
 Forward Contracts outstanding as on June 30, 2011 amounting to Rs.
 21,113.84 Lakhs (previous year Rs. 28,034.66 Lakhs). Gain/(loss) of
 foreign exchange forward contracts are included under the head exchange
 gain/loss (net). Forward contracts amounting to Rs. Nil (previous year
 Rs. 3,830.93Lakhs) are backed by receivables.
 
 3.  EMPLOYEE STOCK OPTIONS
 
 Plan II
 
 The Company established a new scheme in 2002 for granting 700,000 stock
 options to employees and each option representing one equity share of
 the Company. the exercise price is as governed by the guidelines issued
 by SEBI. The scheme is governed by the employee stock option scheme and
 employees stock purchase guidelines issued in 1999 by SEBI. There is a
 minimum period of twelve months for the first vesting from the date of
 the grant of options. the options are exercisable within two years of
 their vesting. As per the SEBI guidelines issued in 1999, and as
 amended from time to time, the excess of the market price of the
 underlying equity shares as of the date of the grant of the option over
 the exercise price of the option is to be recognized and amortized on a
 straight line basis over the vesting period. the options granted during
 the year have been granted at an exercise price which is equal to the
 market price of the underlying equity shares. Consequently, there is no
 compensation cost in the current year.  In April, 2006, the Company
 issued Bonus shares in the ratio of 1:1 and the number of unvested and
 unexercised options and the price of the said options have been
 adjusted accordingly.
 
 In accordance with the guidelines, the Company has passed the necessary
 special resolutions in January 2002 to approve the scheme and to extend
 the plan to the employees of its subsidiaries.
 
 Plan III
 
 The Company passed special resolutions at its Annual general meeting
 held on September 20, 2004 approving the allocation of 700,000 stock
 options to the eligible employees of the Company and its subsidiaries.
 
 The Company subsequently established a new scheme in 2004 for granting
 700,000 stock options to the employees referred to above, each option
 representing one equity share of the Company. the exercise price is as
 governed by the guidelines issued by SEBI. The scheme is governed by
 the employee stock option scheme and employee stock purchase guidelines
 issued in 1999 by SEBI and as amended from time to time. The first
 vesting of the stock options shall happen only on completion of one
 year from the date of grant and the options are exercisable within two
 years from the date of vesting. As per the SEBI guidelines, the excess
 of market price of the underlying equity shares as of the date of the
 grant of the options over the exercise price of the option is to be
 recognized and amortized on a straight line basis over the vesting
 period.  the options granted during the year have been granted at an
 exercise price which is equal to the market price of the underlying
 equity shares.  Consequently, there is no compensation cost in the
 current year. In April, 2006 the Company issued Bonus shares in the
 ratio of 1:1 and the number of unvested and unexercised options and the
 price of the said options have been adjusted accordingly.
 
 Plan IV
 
 The shareholders of the Company through postal Ballot on August 9, 2007
 approved the allocation of 1,000,000 stock options to the eligible
 employees of the Company and its subsidiaries.
 
 The Company subsequently established a new scheme in 2007 for granting
 1,000,000 stock options to the employees referred to above, each option
 representing one equity share of the
 Company. the exercise price is as governed by the guidelines issued by
 SEBI. The scheme is governed by the employee stock option scheme and
 employee stock purchase guidelines issued in 1999 by SEBI and as
 amended from time to time. The first vesting of the stock options shall
 happen only on completion of one year from the date of grant and the
 options are exercisable within two years from the date of vesting.
 During the year the Company has extended the vesting period from two
 years to seven years. As per the SEBI guidelines, the excess of market
 price of the underlying equity shares as of the date of the grant of
 the options over the exercise price of the option is to be recognized
 and amortized on a straight line basis over the vesting period. the
 options granted during the year have been granted at an exercise price
 which is equal to the market price of the underlying equity shares.
 Consequently, there is no compensation cost in the current year.
 
 Plan V
 
 The Company introduced a new scheme in 2008 for granting 1,500,000
 stock options to the employees, each option representing one equity
 share of the Company. the exercise price as may be determined by the
 Compensation Committee and such price may be the face value of the
 share from time to time or may be the market price or any price as may
 be decided by the Committee and will be governed by the guidelines
 issued by SEBI. The scheme is governed by the employee stock option
 scheme and employee stock purchase guidelines issued in 1999 by SEBI
 and as amended from time to time. The first vesting of the stock
 options shall happen only on completion of one year from the date of
 grant and the options are exercisable within seven years from the date
 of vesting. As per the SEBI guidelines, the excess of market price of
 the underlying equity shares as of the date of the grant of the options
 over the exercise price of the option is to be recognized and amortized
 on a straight line basis over the vesting period. the options granted
 during the financial year ended June 30,
 
 2011 and June 30, 2010 have been granted at an exercise price which is
 equal to the market price of the underlying equity shares except for
 50,000 options (previous year 25,000 options), which had been granted
 at a price less than the market price. Consequently, compensation cost
 of Rs. 88.50 Lakhs (previous year Rs. 57.00 Lakhs) has been charged to
 the Profit and Loss account during the current year.
 
 Plan VI
 
 The Company introduced a new scheme in 2010 for granting 2,000,000
 stock options to the employees, each option representing one equity
 share of the Company. the exercise price as may be determined by the
 Compensation Committee and such price may be the face value of the
 share from time to time or may be the market price or any price as may
 be decided by the Committee and will be governed by the guidelines
 issued by SEBI. The scheme is governed by the employee stock option
 scheme and employee stock purchase guidelines issued in 1999 by SEBI
 and as amended from time to time. The first vesting of the stock
 options shall happen only on completion of one year from the date of
 grant and the options are exercisable within seven years from the date
 of vesting. As per the SEBI guidelines, the excess of market price of
 the underlying equity shares as of the date of the grant of the options
 over the exercise price of the option is to be recognized and amortized
 on a straight line basis over the vesting period
 
 4.  EMPLOYEE BENEFIT PLANS
 
 a) Defned contribution plans
 
 The Company makes contribution towards provident fund and
 superannuation fund to a defned contribution employee benefit plan for
 qualifying employees. the provident fund plan is operated by the
 Regional provident Fund Commissioner and the superannuation fund is
 maintained by making contribution to Life Insurance Corporation of
 India. under the schemes, the Company is required to contribute a
 specified percentage of payroll cost to the employee benefit schemes to
 fund the benefits.
 
 The Company recognized Rs. 831.98 Lakhs (previous year Rs. 694.52
 Lakhs) for provident fund contribution and Rs. 31.68 Lakhs (previous
 year Rs. 30.16 Lakhs) for superannuation contribution in the Profit and
 Loss account.  the contributions payable to these plans by the Company
 are at rates specified in the rules of the schemes. In addition UK
 branch contributed Rs. 3.00 Lakhs (previous year Rs. 10.74 Lakhs)
 towards other funds as per the requirements of the local laws.
 
 b) Defined benefit plans
 
 The Company makes annual contributions to the Mastek Limited employees
 group gratuity Assurance scheme administered by Life Insurance
 Corporation of India. the scheme provides benefit to the members upon
 retirement on or after normal retirement date or upon death whilst in
 service or upon retirement owing to ill-health or incapacitation
 equivalent to 15 days of salary for each completed year of service.
 Further the scheme also provides benefit on death of a member whilst in
 service before normal retirement date equivalent to 15 days of salary
 for each completed year of service up to the date of death and the sum
 assured under the term assurance effected in respect of the member.
 
 The Company also provides for leave encashment payable to employees.
 Leave encashment vest to the employees at time of retirement, death
 while in employment or on termination of employment equivalent to
 salary payable for number of days of accumulated leave balance.
 
 c) The following table sets out the status of gratuity and the amounts
 recognized in the Company’s financial statements as at June 30, 2011
 and June 30, 2010.
 
 d) Leave encashment charged during the year amount to Rs. 174.12 Lakhs
 (previous year Rs. 230.29 Lakhs).
 
 5.  INCOME TAXES
 
 The Company follows Accounting standard 22 ‘Accounting for taxes on
 income’.
 
 a) The Company’s operations were eligible for signifcant tax incentives
 up to 31st March, 2011 under the Indian taxation laws. these incentives
 presently include an exemption from payment of Indian corporate taxes
 for a period of ten consecutive years of operations of software
 development facilities designated as software technology park or in
 special economic Zone. the management estimates the provision for
 current taxes and deferred taxes after considering such tax benefits
 and the expected results of the future operations of the Company.
 
 b) Pursuant to the changes in the Indian Income tax Act, the Company
 has calculated its tax liability after considering minimum Alternate
 tax (MAT). the MAT liability can be carried forward and set off against
 future tax liability. Accordingly, a sum of Rs. 2,263.90 Lakhs
 (previous year Rs. 2,438.90 Lakhs) has been carried forward and shown
 under ‘Loans and Advances’.
 
 c) Provision for income tax for the year is the aggregate of the
 provision for the nine months ended march 31, 2011 and provision on the
 profits, if any for the three months ended June 30, 2011. However, the
 ultimate tax liability for the financial year 2011-12 will be
 determined on the basis of the profit for the year April 1, 2011 to
 march 31, 2012.
 
 6.  RELATED PARTY DISCLOSURES
 
 Subsidiaries: MajescoMastek USA; Mastek UK Ltd., UK; Mastek GmbH,
 Germany; Mastek Asia Pacific Pte. Ltd., Singapore; Mastek MSC Sdn.
 Bhd., Malaysia; MajescoMastek Canada Ltd., keystone solutions private
 Limited, India; Mastek MSC Thailand Co Ltd., Thailand; system task
 group International Ltd., USA; Vector Insurance Services LLC, USA (90%
 held by the Company) and Carretek LLC, USA (closed with effect from
 27th September, 2010). these Companies constitute entities under the
 control of the Company.
 
 key management personnel: Sudhakar Ram (Chairman & managing Director)
 
 R Sundar (executive Director)
 
 7.  SEGMENTS
 
 The Company has presented data relating to its segments in its
 consolidated financial statements which are presented in the same
 annual report as Mastek Limited. In terms of provisions of Accounting
 standard (As) 17 - ‘Segment Reporting’, no disclosures related to
 segments are presented in these stand alone financial statements.
 
 8. MICRO, SMALL AND MEDIUM ENTERPRISES
 
 There are no dues to micro, small and medium enterprises which are
 outstanding at the Balance sheet date. the information regarding micro,
 small and medium enterprises has been determined on the basis of the
 information available with the Company. this has been relied on by the
 auditors.
 
 9. DIRECTORS’ REMUNERATION
 
 (a) Provision for gratuity and leave encashment benefit which is based
 on actuarial valuation carried out on an overall basis for the Company,
 has been excluded from the above remuneration.
 
 (b) Also refer Note 20 of schedule 16.
 
 10. ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART II OF
 SCHEDULE VI OF THE COMPANIES ACT, 1956.
 
 (i) the Company is engaged in the development of computer software and
 other software related services. Considering the nature of business,
 certain details required under part II of schedule VI are not
 applicable.
 
 11.  ACQUISITION OF KEYSTONE BUSINESS
 
 The Board of Directors of the Company at its meeting held on may 9,
 2009 had approved the acquisition of business activities pertaining to
 “Keystone Solutions Private Limited” (‘Keystone’).  Consequent to this,
 the Company had entered into a business transfer agreement dated June
 8, 2009 and addendum to agreement dated August 1, 2009 with keystone to
 purchase the entire business on a slump sale basis as a going concern
 for a total consideration of Rs. 2,036 Lakhs with effect from August
 31, 2009.
 
 On acquisition, the Company has recorded net assets of Rs. 1,905.68
 Lakhs and the balance of Rs. 130.32 Lakhs is shown as goodwill (to be
 amortized over a period of 3 years).
 
 12.  SALE OF INVESTMENT IN MAJESCOMASTEK, USA
 
 During the year, the Company sold 55,035,000 equity shares of
 MajescoMastek, USA (a wholly owned subsidiary before this sale) to
 Mastek UK Ltd. (also a wholly owned subsidiary) for a total
 consideration of Rs. 4,914.54 Lakhs. After the sale, Mastek Ltd holds
 70% of MajescoMastek and the balance 30% is held by Mastek UK Ltd.
 
 Profit of Rs. 279.12 Lakhs arising from the transaction has been shown
 as ‘Other Income’ in the current year Profit and Loss account.
 
 13.  REDUCTION OF CAPITAL OF MASTEK GmbH
 
 Pursuant to management decision to discontinue business operation in
 Germany, the share capital of Mastek gmbH (wholly owned subsidiary) has
 been reduced by Rs. 261.42 Lakhs (euro 515,000) during the year to
 align with business requirements. Hence, the Investment of Mastek Ltd
 in Mastek gmbH stands reduced from Rs. 274.11 lakhs to Rs. 12.69 lakhs.
 
 14.  MERGER OF KEYSTONE SOLUTIONS LTD WITH MASTEK LTD.
 
 the scheme of Amalgamation of keystone solutions private Limited (a
 wholly owned step down subsidiary) with the Company with appointed date
 as July 1, 2011 has been approved by the Boards of Directors of the
 respective Companies.  under the scheme, all assets and liabilities of
 keystone will be transferred to and vested in the Company with effect
 from the appointed date.  since the entire share capital of keystone is
 currently held by a wholly owned subsidiary of the Company, upon the
 scheme becoming effective, no shares will be issued by the Company as
 consideration in accordance with the scheme of amalgamation. the scheme
 is pending approval of the Jurisdictional High Court under sections 391
 to 394 of the Companies Act, 1956.
 
 15.  Excess managerial remuneration paid during the year to the
 Chairman & managing Director and an executive Director of the Company,
 aggregating Rs. 63.36 Lakhs and Rs. 22.40 Lakhs respectively, over the
 permissible limits as prescribed under schedule XIII to the Companies
 Act, is subject to the approval of shareholders and Central government
 of India. the Company intends to apply to the Central government in
 this regard.
 
 In the event that the Central government approval is not received for
 the amounts mentioned above, these amounts will have to be refunded by
 such Directors. Had the Company paid managerial remuneration to these
 Directors as per the limits prescribed under schedule XIII to the
 Companies Act, the loss for the year would have been lower by Rs. 85.76
 Lakhs.
 
 16.  As per the annual practice to meet the requirement of tax
 legislation, the Company carried out a transfer pricing study for the
 year ended march 31, 2011 and has aligned its transfer prices for
 inter-Company transactions with the bench-marks obtained in the study.
 Accordingly, the additional revenue accruing to the Company pertaining
 to the previous period April to June 2011 amounting to Rs. 111.86 Lakhs
 has been recorded in the current financial year.
 
 17.  The previous year’s figures have been regrouped/ reclassified,
 wherever necessary.
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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