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.
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