1. Background
MindTree Limited (MindTree or the Company) is an international
Information Technology (IT) consulting and implementation company
that delivers business solutions through global software development.
The Company is structured into three business units – Information
Technology (IT) Services, Product Engineering (PE) Services and
Wireless Services. IT Services offer consulting and implementation and
post production support for customers in manufacturing, financial
services, travel and leisure and other industries, in the areas of
e-business, data warehousing and business intelligence, supply chain
management, ERP and maintenance and re-engineering of legacy mainframe
applications. PE Services comprises R&D Services and Software Product
Engineering Services. R&D Services enables faster product
realization by leveraging the expertise in the areas of hardware
design, embedded software, middleware and testing and through
MindTrees own IP building blocks in the areas of Bluetooth, VOIP,
IVP6, iSCSI and others in datacom, telecom, wireless, storage,
industrial automation, avionics, consumer products and computing.
Software Product Engineering
provides full life cycle product engineering, professional services and
sustained engineering services. Consequent to the acquisition and
subsequent merger of MindTree Wireless Private Limited, the Company has
added a business segment in its operating structure which is referred
to as Wireless Services.
The Company is head quartered in Bangalore and has offices in India,
United States of America, United Kingdom, Japan, Singapore, Australia,
Germany, Switzerland, Sweden, UAE, Netherlands, Canada and France.
2.1 Taxation
The current income tax charge is determined in accordance with the
relevant tax regulations applicable to the Company. Deferred tax
charge or credit are recognised for the future tax consequences
attributable to timing difference that result between the profit
offered for income taxes and the profit as per the financial
statements. Deferred tax in respect of timing difference which
originate during the tax holiday period but reverse after the tax
holiday period is recognised in the year in which the timing difference
originate. For this purpose the timing differences which originate
first are considered to reverse first. The deferred tax charge or
credit and the corresponding deferred tax liabilities or assets are
recognised using the tax rates that have been enacted or substantively
enacted by the balance sheet date. Deferred tax assets are recognised
only to the extent there is reasonable certainty that the assets can be
realised in future; however, when there is a brought forward loss or
unabsorbed depreciation under taxation laws, deferred tax assets are
recognised only if there is virtual certainty of realisation of such
assets. Deferred tax assets are reviewed as at each balance sheet date
and written down or written up to reflect the amount that is reasonably/
virtually certain to be realised.
Minimum alternate tax (MAT) paid in accordance with the tax laws,
which gives rise to future economic benefits in the form of tax credit
against future income tax liability, is recognised as an asset in the
balance sheet if there is convincing evidence that the Company will pay
normal tax after the tax holiday period and the resultant assets can be
measured reliably. MAT credit entitlement can be carried forward and
utilized for a period of ten years from the period in which such credit
is availed.
The Company offsets, on a year on year basis, the current tax assets
and liabilities, where it has a legally enforceable right and where it
intends to settle such assets and liabilities on a net basis.
2.2 Earnings per share
In determining earnings per share, the Company considers the net profit
after tax and includes the post-tax effect of any extra-ordinary item.
The number of equity shares used in computing basic earnings per share
is the weighted average number of equity shares outstanding during the
year. The number of equity shares used in computing diluted earnings
per share comprises weighted average number of equity shares considered
for deriving basic earnings per share and also weighted average number
of equity shares which could have been issued on the conversion of all
dilutive potential equity shares.
2.3 Impairment of assets
The Company assesses at each balance sheet date whether there is any
indication that an asset (including goodwill) may be impaired. If any
such indication exists, the Company estimates the recoverable amount of
the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating
unit to which the asset belongs. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which
the asset belongs is less than its carrying amount, the carrying amount
is reduced to its recoverable amount. The reduction is treated as an
impairment loss and is recognized in the profit and loss account. If at
the balance sheet date there is an indication that if a previously
assessed impairment loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable amount. An
impairment loss is reversed only to the extent that the carrying amount
of asset does not exceed the net book value that would have been
determined; if no impairment loss had been recognized. In respect of
goodwill, impairment loss will be reversed only when it is caused by
specific external events and their effects have been reversed by
subsequent external events.
2.4 Employee stock options
The Company measures the compensation cost relating to employee stock
options using the intrinsic value method. The compensation cost is
amortized over the vesting period of the option.
3. Acquisition and amalgamation of Aztecsoft Limited
The Company had acquired 36,441,595 equity shares of Aztecsoft Limited
(Aztec), a Company listed on recognized stock exchanges in India in
the financial year 2008-09 for a consideration of Rs 2,920 million.
Consequent to the acquisition of these shares, Aztec became a
subsidiary of the Company. As at March 31, 2009, the Company held 79.9%
of outstanding equity shares of Aztec.
The Company had filed an application with the Honble High Court of
Karnataka for the merger of Aztec with the Company effective April 1,
2009. During the previous year approval of the merger was received from
the Honble High Court of Karnataka on June 3, 2009.
In terms of the scheme, Aztec was amalgamated with the Company with
effect from April 1, 2009. The Company has
accounted for the amalgamation as amalgamation in the nature of
purchase under AS 14, Accounting for Amalgamations.
Following were the salient features of the scheme:
a) 36,441,595 equity shares held by the Company in Aztec and 2,010,751
equity shares held by Aztec Software and Technology Services Limited
Employees Welfare Trust were cancelled and extinguished, from the
effective date of the scheme. Further 1,300,965 equity shares of the
Company were issued to the erstwhile minority shareholders of Aztec
holding 7,155,306 equity shares in Aztec based on the swap ratio of 2
equity shares in the Company for every 11 equity shares held in Aztec
considering the market value of Rs. 211.05 per share of the Company as
at April 1, 2009. The additional consideration thus paid to the
minority shareholders of erstwhile Aztec amounted to Rs 275 million.
Accordingly, the total consideration for the transaction amounted to Rs
3,195 million.
b) All the assets and liabilities of Aztec were recorded in the books
of the Company at their carrying amounts as on April 1, 2009. The net
worth of Aztec as at the date of acquisition on initial control
amounted to Rs 1,835 million.
c) Pursuant to the scheme of amalgamation approved by the Honble High
Court of Karnataka, the goodwill of Rs 1,360 million resulting from the
aforesaid amalgamation was adjusted against the securities premium
account of the Company. If the treatment specified by AS-14 had been
followed, the goodwill balance of Rs.1,360 million would have been
required to be amortized as per the Companys accounting policy.
4. Acquisition and amalgamation of MindTree Wireless Private
Limited
a) During the previous year, the Company acquired 412,500 equity shares
of MindTree Wireless Private Limited (MWPL) [formerly Kyocera Wireless
(India) Private Limited] representing 100% of equity share capital of
MWPL at a consideration of Rs. 437 million (including a contingent
consideration of Rs 144 million). Consequently, MWPL became a 100%
subsidiary of the Company with effect from October 1, 2009. The Company
has subsequently reassessed contingent consideration payable based on
forecast of estimated future revenue and during the year, reduced it by
Rs 100 million. Consequently, the cost of investment was reduced to Rs
337 million.
b) The Company filed a scheme of Amalgamation (the Scheme) with the
Honble High Court of Karnataka for the merger of MWPL with the Company
effective April 1, 2010 (the Appointed Date). In January 2011, the
Honble High Court of Karnataka approved the aforesaid Scheme vide its
Order dated December 10, 2010.
As per the terms of the Scheme, MWPL was amalgamated with the Company
with effect from April 1, 2010. The Company has accounted for the
amalgamation as amalgamation in the nature of purchase under AS 14,
Accounting for Amalgamations.
Following are the salient features of the Scheme:
a) 412,500 equity shares held by the Company in MWPL were cancelled and
extinguished, from the effective date of the Scheme.
b) All the assets and liabilities of MWPL are recorded in the books of
the Company at their respective book value as on April 1, 2010.
c) All the profits, income, expenditure, losses accruing to MWPL with
effect from the Appointed Date were treated as the profits or income or
expenditure or losses, as the case may be, of the Company.
Consequent to the Order, the Company has effected the
Scheme in its financial statements for the year ended March 31, 2011.
The cost of investment in excess of net book value of MWPL as on April
1, 2010 amounted to Rs 21 million and was recorded as goodwill in the
financial statements.
5. Impairment of goodwill
The management has assessed whether there is an indication that the
goodwill may be impaired. Considering the restructuring of business
model i.e. conversion of wireless products business into a design
service business and expected decline in the future revenues of MWPL,
the entire goodwill arising on amalgamation amounting to Rs 21 million
is considered to be impaired and an impairment loss to that extent has
been recognized which is presented under depreciation and amortisation.
6. Purchase of assets
During the year, the Company acquired certain fixed assets, RAPID
software platform, customer contracts and employment contracts for a
cash consideration of Rs 72 million from Sevenstrata IT Services
Private Limited. The acquisition was carried out by entering into an
Agreement to Sell Assets (Agreement) with Sevenstrata IT Services
Private Limited. The RAPID software acquired pursuant to the Agreement
has been accounted for as an intangible as per AS-26 Intangible
Assets (AS 26) and valued at Rs 67 million as determined by an
independent external expert. The customer contracts and employment
contracts have not been assigned any value as they do not meet the
criteria of an intangible asset as per AS 26. The remaining
consideration represents the net book value of the assets taken over.
The Management believes the useful life of the aforesaid intangible to
be 5 years as it represents the period over which the asset is expected
to contribute directly or indirectly to the future cash flows of the
Company.
7. Employee stock options
The Company instituted the Employees Stock Option Plan (ESOP) in
fiscal 2000, which was approved by the Board of Directors (Board).
Under the ESOP, the Company currently administers seven stock option
programs.
Program 1 [ESOP 1999]
Options under this program are exercisable at an exercise price of Rs
10 per option. All stock options have a four-year vesting term and vest
at the rate of 15%, 20%, 30% and 35% at the end of 1, 2, 3 and 4 years
respectively from the date of grant and become fully exercisable. Each
option is entitled to 1 equity share of Rs 10 each. This program
extends to employees who have joined on or before September 30, 2001 or
have been issued employment offer letters on or before August 7, 2001.
This plan was terminated on September 30, 2001. The contractual life of
each option is 11 years after the date of grant.
Program 2 [ESOP 2001]
Options under this program have been granted to employees at an
exercise price of Rs 50 per option. All stock options have a four-year
vesting term and vest at the rate of 15%, 20%, 30% and
35% at the end of 1, 2, 3 and 4 years respectively from the date of
grant and become fully exercisable. Each option is entitled to 1 equity
share of Rs 10 each. This program extends to employees who have joined
on or after October 1, 2001 or have been issued employment offer
letters on or after August 8, 2001 or options granted to existing
employees with grant date on or after October 1, 2001. This plan was
terminated on April 30, 2006. The contractual life of each option is 11
years after the date of grant.
Program 3 [ESOP 2006 (a)]
Options under this program have been granted to employees at an
exercise price of Rs 250 per option. All stock options have a four-year
vesting term and vest at the rate of 15%, 20%, 30% and 35% at the end
of 1, 2, 3 and 4 years respectively from the date of grant and become
fully exercisable. Each option is entitled to 1 equity share of Rs 10
each. This program extends to employees to whom the options are granted
on or after May 1, 2006. This plan was terminated on October 25, 2006.
The contractual life of each option is 5 years after the date of grant.
Program 4 [ESOP 2006 (b)]
Options under this program are granted to employees at an exercise
price periodically determined by the Compensation Committee. All stock
options have a four-year vesting term and vest at the rate of 15%, 20%,
30% and 35% at the end of 1, 2, 3 and 4 years respectively from the
date of grant and become fully exercisable. Each option is entitled to
1 equity share of Rs 10 each. This program extends to employees to whom
the options are granted on or after October 25, 2006. The contractual
life of each option is 5 years after the date of grant.
Program 5 [ESOP 2008A]
Options under this program are granted to employees of erstwhile
Aztecsoft Limited as per swap ratio of 2:11 as specified in the merger
scheme. Each new option is entitled to 1 equity share of Rs 10 each.
Directors Stock Option Plan, 2006 (DSOP 2006)
Options under this program have been granted to independent directors
at an exercise price periodically determined by the compensation
committee. All stock options vest equally over three year vesting term
at the end of 1, 2 and 3 years respectively from the date of the grant
and become fully exercisable. Each option is entitled to 1 equity share
of Rs 10 each. The contractual life of each option is 4 years after the
date of the grant.
Program 7 [(ESOP 2010 (A)]
In-principle approvals for administering the seventh stock option
program i.e. ESOP 2010 (A) has been received from the BSE and NSE
during the year for 1,135,000 equity shares of Rs.10/-. No options have
been granted under the program as at March 31, 2011.
The weighted average exercise price of options exercised during the
year ended March 31, 2011 is Rs 10 under program 1, Rs 50 under program
2, Rs 250 under program 3, Rs 357.18 under program 4, Rs 394.65 under
program 5 and Rs 483.80 under DSOP 2006.
The weighted average exercise price for stock options exercised during
the year ended March 31, 2011 was Rs 267.84. The options outstanding at
March 31, 2011 had a weighted average exercise price of Rs 349.15 and a
weighted average remaining contractual life of 2.12 years.
The Company has recorded compensation cost for all grants using the
intrinsic value-based method of accounting, in line with prescribed
SEBI guidelines.
Had compensation been determined under the fair value approach
described in the Guidance Note on, Accounting for employee share based
payments issued by ICAI, the Companys net profit and basic and
diluted earnings per share would have reduced to the proforma amounts
as indicated:
8. Provision for taxation
The Company has STPI units at Bangalore, Hyderabad and Pune which are
registered as a 100 percent Export Oriented Unit, which is entitled to
a tax holiday under Section 10B and Section 10A of the Income Tax Act,
1961. However, certain units have completed the 10 year tax holiday
period and are not eligible for deduction of profits under Section
10A/10B of the Income Tax Act, 1961. The Company also has units at
Bangalore and Chennai registered as Special Economic Zone (SEZ) units
which are entitled to a tax holiday under Section 10AA of the Income
Tax Act, 1961.
9. Capital commitments and contingent liabilities
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for as at March 31, 2011 is Rs 122 million
(previous year: Rs 244 million).
b) Guarantees given by Companys bankers as at March 31, 2011 are Rs 80
million (previous year: Rs 122 million).
c) As of the balance sheet date, the Companys net foreign currency
exposure that is not hedged by a derivative instrument or otherwise is
Rs 2,454 million (previous year: Rs 1,909 million).
d) The Company has received orders for the financial years 2000- 01,
2004-05, 2005-06 and 2006-07 wherein demand of Rs 1 million, Rs 6
million, Rs 51 million and Rs 32 million respectively has been raised
against the Company on account of certain disallowances, adjustments
made by the income tax department. A significant portion of this amount
arises from the manner of adjustment of brought forward losses in
arriving at the taxable profits of the Company except for financial
year 2000-01 wherein the AO has held that interest receipts are not
eligible for deduction under section 10B and that losses from export
earnings cannot be set off against other income. Management believes
that the position taken by it on the matter is tenable and hence, no
adjustment has been made to the financial statements. The Company has
filed an appeal against the demands received.
During the current year, the Company has received an assessment order
for financial year 2007-08 from the DCIT with a demand amounting to Rs
42 million on account of certain disallowances / adjustments made by
income tax department. Management believes that the position taken by
it on the matter is tenable and hence, no adjustment has been made to
the financial statements. The Company has not accepted these orders and
had been advised by its legal counsel/ advisors to prefer appeals
before the Commissioner of Income Tax (Appeals). The Company has not
deposited the amount of demand with the department.
e) On January 2, 2010, the Company has received an assessment order for
financial year 2006-07 (A.Y 2007-08) for the erstwhile subsidiary i.e.
MindTree Technologies Private Limited (MTPL) from the Assistant
Commissioner of Income- tax (ACIT) with a demand amounting to Rs.11
million on account of certain disallowances/ adjustments made by income
tax department. Management believes that the position taken by it on
the matter is tenable and hence, no adjustment has been made to the
financial statements. The Company has filed an appeal against the
demand received. The Company has not deposited the amount of demand
with the department.
During the current year, the Company has received an assessment order
for financial year 2007-08 pertaining to MTPL from the Deputy
Commissioner of Income-tax (DCIT) with a demand amounting to Rs. 10
million on account of certain disallowances / adjustments made by
income tax department. Management believes that the position taken by
it on the matter is tenable and hence, no adjustment has been made to
the financial statements. The Company has not accepted these orders and
had been advised by its legal counsel/ advisors to prefer appeals
before the Commissioner of Income Tax (Appeals). The Company has not
deposited the amount of demand with the department.
f) The Company has received orders under Section 143(3) of the
Income-tax Act 1961 which pertain to erstwhile Aztecsoft Limited for
the financial years 2001-02, 2002-03, 2003-04 and 2004-05 wherein
demand of Rs 91 million, Rs 49 million, Rs 61 million and Rs 28 million
respectively has been raised against the Company. These demands have
arisen mainly on account of transfer pricing adjustments made in the
order. The Company has not accepted these orders and had been advised
by its legal counsel/ advisors to prefer appeals before the
Commissioner of Income Tax (Appeals).
The Company had received a favourable order from the Commissioner of
Income Tax (Appeals) for the year 2001-02 where in the Commissioner of
Income Tax (Appeals) has accepted the Companys contentions and quashed
the demand raised. The Income tax department had appealed against the
above mentioned order with ITAT. ITAT, in an earlier year have passed
an order setting aside both the Order of the Commissioner of Income Tax
(Appeals) as well as the assessing officer and has remanded the matter
back to the assessing officer for re-assessment. The Company has
preferred an appeal with the High Court of Karnataka against the order
of the ITAT. Further, in the previous year the High Court of Karnataka
has stayed the operation and all further proceedings pursuant to the
order passed by the ITAT. The Company has appealed against the demands
received for financial year 2002-03, 2003-04 and 2004-05 to the
Commissioner of Income-tax (Appeals) where the matter is pending
conclusion. Based on favourable order received by the Company for the
financial year 2001-02 and an evaluation of the facts and
circumstances, no provision has been made against the above orders in
the financial statements. During the current year, the Company has
received an assessment order and a draft assessment order pertaining to
Aztecsoft Limited for the financial years 2005-06 and 2006-07 wherein
demand of Rs 58 million and 112 million respectively has been raised
against the Company. The demands have arisen mainly on account of
transfer pricing adjustment and certain other
disallowances/adjustments. The Company has appealed against the demands
received. Based on favourable order received by the Company for the
financial year 2001-02 and an evaluation of the facts and
circumstances, no provision has been made against the above orders in
the financial statements. g) During the current year, the Company has
received an assessment order for FY 2006-07 for the erstwhile
subsidiary MindTree Wireless Private Limited from the Assistant
Commissioner of Income-tax (ACIT) with a demand amounting to Rs. 39
million on account of certain other disallowances/ Transfer Pricing
adjustments made by income tax department. Management believes that the
position taken by it on the matter is tenable and hence, no adjustment
has been made to the financial statements for the year ended March 31,
2011. The Company has filed an appeal with CIT Appeals against the
demand received. The Company has deposited Rs. 5 Million with the
department against this demand.
10. Quantitative details
The Company is engaged in the software development services. Such
services are not capable of being expressed in any generic unit and
hence, it is not possible to give the quantitative details required
under paragraphs 3 and 4C of Part II of the Schedule VI to the
Companies Act, 1956.
11. Dues to micro, small and medium enterprises
The Ministry of Micro, Small and Medium Enterprises has issued an
office memorandum dated August 26, 2008 which recommends that the Micro
and Small Enterprises should mention in their correspondence with its
customers the Entrepreneurs Memorandum Number as allocated after filing
of the Memorandum in accordance with the Micro, Small and Medium
Enterprises Development Act, 2006 (the Act). Accordingly, the
disclosure in respect of the amounts payable to such enterprises as at
March 31, 2011 has been made in the financial statements based on
information received and available with the Company. Further in view of
the Management, the impact of interest, if any, that may be payable in
accordance with the provisions of the Act is not expected to be
material. The Company has not received any claim for interest from any
supplier as at the balance sheet date.
12. Segmental reporting
The Companys operations predominantly relate to providing IT Services,
PE Services and Wireless Services.
The Company considers the business segment as the primary segment and
geographical segment based on the location of customers as the
secondary segment.
The accounting principles consistently used in the preparation of the
financial statements are also consistently applied to record income and
expenditure in individual segments.
Income and direct expenses in relation to segments are categorised
based on items that are individually identifiable to that segment,
while the remainder of costs are apportioned on an appropriate basis.
Certain expenses are not specifically allocable to individual segments
as the underlying services are used interchangeably. The Company
therefore believes that it is not practical to provide segment
disclosures relating to such expenses and accordingly such expenses
are separately disclosed as unallocable and directly charged against
total income.
The assets of the Company are used interchangeably between segments,
and the management believes that it is currently not practical to
provide segment disclosures relating to total assets and liabilities
since a meaningful segregation is not possible.
Remuneration paid to key managerial personnel amounts to Rs 44 million
(previous year: Rs 39 million). Amounts payable to directors in the
nature of travel and business expenses as at March 31, 2011 amounted to
Rs Nil (previous year: Rs 1 million). Dividends paid to directors
amounted to Rs 24 million (previous year: Rs 10 million).
Stock compensation cost has not been considered in the managerial
remuneration computation.
The above excludes gratuity and compensated absences which cannot be
separately identified from the composite amount advised by the actuary.
The above excludes gratuity and compensated absences which cannot be
separately identified from the composite amount advised by the actuary.
13. Lease Transactions
Lease rental expense under non-cancellable operating lease during the
year amounted to Rs. 80 million (previous year: Rs 92 million). Future
minimum lease payments under non-cancelable operating lease as at March
31, 2011 is as below:
14. Gratuity plan
The following table set out the status of the gratuity plan as required
under AS 15 Employee Benefits.
15. Derivatives
As at March 31, 2011, the Company has outstanding forward contracts
amounting to USD 62 million and Euro 4.6 million (previous year: USD 79
million), option contracts amounting to Euro 0.3 million (previous
year: USD 7 million), forward strips and leverage option contracts
amounting to USD 67.5 million (previous year: USD 100 million). These
derivative instruments have been entered to hedge highly probable
forecast sales.
In accordance with the provisions of AS 30, derivative instruments
which qualify for cash flow hedge accounting have been fair valued at
balance sheet date and the resultant exchange difference of Rs 81
million as at March 31, 2011 (previous year Rs. 115 million) has been
credited to hedge reserve. Other derivative instruments that do not
qualify for hedge accounting have been fair valued at balance sheet
date and resultant exchange gain of Rs 136 million for the year ended
March 31, 2011 (previous year: gain of Rs 981 million) has been
recognized in the profit and loss account.
16. During the year, the Company has dissolved its two subsidiaries
viz., Aztecsoft Disha Inc and Aztec Software Inc. Pursuant to the
dissolution, the surplus in excess of the book value of investment in
the subsidiaries amounting to Rs 221 million has been recognised as
other income in the profit and loss account.
17. During the year, MindTree Benefit Trust and Aztec Software and
Technology Services Limited Employees Welfare Trust were dissolved as
per the resolution passed by the trustees. Consequently, the funds
available with these trusts amounting to Rs 85 million were received by
the Company. Since these funds were primarily in the nature of capital
surplus, the Company has credited the above amount to capital reserve.
18. Pursuant to the merger of MWPL with the Company w.e.f, April 1,
2010, the current year figures are not comparable with the
corresponding figures of the previous year.
19. Corresponding figures for previous year presented have been
regrouped, where necessary, to conform to the current years
classification.
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