1. Company overview
Nucleus Software Exports Ltd. (Nucleus or the Company) was
incorporated on 9 January 1989 in India as a private limited company.
It was subsequently converted into a public limited company on 10
October 1994. The Company made an initial public offer in August 1995.
As at 31 March 2011, the Company is listed on three stock exchanges in
India namely National Stock Exchange, Bombay Stock Exchange and Madras
Stock Exchange. The Company has wholly owned subsidiaries in
Singapore, USA, Japan, Netherlands and India. The Companys business
consists of software product development and marketing and providing
support services mainly for corporate business entities in the banking
and financial services sector.
2. Employees stock option Plan (EsoP)
The Securities and Exchange Board of India (SEBI) has issued the
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, which is effective for all stock option schemes
established after 19 June 1999. In accordance with these Guidelines,
the excess of the market price of the underlying equity shares as of
the date of the grant of the options over the exercise price of the
option, including up-front payments, if any, is to be recognised and
amortised on graded vesting basis over the vesting period of the
options.
The Company currently has three ESOP schemes, ESOP scheme- 2002
(instituted in 2002), ESOP scheme-2005 (instituted in 2005) and ESOP
scheme-2006 (instituted in 2006). These schemes were duly approved by
the Board of Directors and Shareholders in their respective meetings.
The 2002 scheme provides for the issue of 225,000 options, 2005 scheme
for 600,000 options and 2006 scheme for 1,000,000 options to eligible
employees. These schemes are administered by the Compensation Committee
comprising four members, the majority of whom are independent
directors.
3. Most of the operations of the company are conducted through
Software Technology Park (STP). Income from STP are tax exempt for
the earlier of 10 years commencing from the fiscal year in which the
unit commences software development or 31 March 2011.
Pursuant to the change in the Indian Income-tax Act, 1961, the company
has calculated its tax liability after considering Minimum Alternative
Tax (MAT). The MAT credit entitlement can be carried forward and set
off against the future tax liability. Accordingly a sum of
Rs.60,698,620 (Rs.45,300,000) is carried forward and shown under Loans
and advances in the balance sheet as at 31 March 2011.
4. Employee Benefit obligations
Defined contribution plans
An amount of Rs.53,634,569 (Rs.51,493,973) for the year ended, have
been recognized as an expense in respect of Companys contribution for
Provident Fund and Employee State Insurance Fund deposited with the
government authorities and has been shown under personnel expenses in
the Profit and Loss Account.
Defined benefit plans
The Company operates gratuity plan wherein every employee is entitled
to the benefit equivalent to 15 days of total basic salary last drawn
for each completed year of service subject to a maximum of
Rs.1,000,000. Gratuity is payable to all eligible employees of the
Company on retirement, separation, death or permanent disablement, in
terms of the provisions of the Payment of Gratuity Act, 1972.
a) Discount rate:
The discount rate is based on the prevailing market yields of Indian
government securities as at the balance sheet date for the estimated
term of the obligations.
b) Salary escalation rate:
The estimates of future salary increases considered takes into account
the inflation, seniority, promotion and other relevant factors.
5. segment reporting – Basis of preparation
(i) segment accounting policies
The Segment reporting policy complies with the accounting policies
adopted for preparation and presentation of financial statements of the
Company and is in conformity with Accounting Standard-17 on Segment
Reporting, as specified in the Companies (Accounting Standard) Rules,
2006. The segmentation is based on the Geographies (reportable primary
segment) in which the Company operates and internal reporting systems.
The secondary segmentation is based on the nature and type of services
rendered.
(ii) Composition of reportable segments
The Company operates in five main geographical segments: India, Far
East, South East Asia, Europe and Middle East.
Income and direct expenses in relation to segments are categorised
based on items that are individually identifiable to that segment,
while the remainder of the costs are categorised in relation to the
associated turnover and/or man months. Certain expenses such as
depreciation, which form a significant component of total expenses, are
not specifically allocable to specific segments as the underlying
services are used interchangeably across geographies. The Company
believes that it is not practicable to provide segment disclosures
relating to those costs and expenses, and accordingly these expenses
are separately disclosed as unallocated and directly charged against
total income.
Segment assets and liabilities represent the net assets put up and
liabilities of that segment. All the fixed assets of the Company are
located in India. These have not been identified to any of the
reportable segments, as these are used interchangeably between segments
and across geographies. Other items which are not directly attributable
to any particular segment and which cannot be reasonably allocated to
various segments are consolidated under Unallocated head.
6. related party transactions
a) List of related parties – where control exists Wholly owned
subsidiary companies
- Nucleus Software Solutions Pte Ltd, Singapore
- Nucleus Software Japan Kabushiki Kaisha, Japan
- Nucleus Software Inc., USA
- Nucleus Software (Australia) Pty Ltd., Australia (de registered
w.e.f. 5 April 2010)
- VirStra i-Technology Services Limited, India
- Nucleus Software Netherlands B.V, Netherlands
- Nucleus Software Limited, India
other subsidiary company (wholly owned subsidiary of Virstra i
technology services Limited)
- Virstra i-Technology (Singapore) Pte. Ltd., Singapore
other related parties:
Key managerial personnel:
- Vishnu R Dusad (Managing director)
b) transactions with related parties
Related party Transactions are defined as transactions of the Company
of material nature, with promoters, Directors or the Management, their
subsidiaries or relatives etc.
7. Capital commitments and contingent liabilities
Estimated amount of contracts remaining to be executed on capital
account and not provided for in the books of account (net of advances)
Rs.1,798,667 (Rs.1,775,062).
8. The company has established a comprehensive system of maintenance
of information and documents as required by the transfer pricing
legislation under sections 92-92F of the Income Tax Act, 1961. Since
the law requires existence of such information and documentation to be
contemporaneous in nature, the Company is in the process of updating
the documentation for the international transactions entered into with
associated enterprises during the financial year and expects such
records to be in existence latest by the due date of filing of the
return of income, as required under law. The management is of the
opinion that its international transactions are at arms length so that
the aforesaid legislation will not have any impact on the financial
statements, particularly on the amount of tax expense and that of
provision for taxation.
9. During the current year, as per provision of Income-tax Act, 1961,
the Company has taken credit of corporate dividend tax aggregating
Rs.13,281,619 on account of dividend received from one of its
subsidiaries.
10. Revenue recognised up to the reporting date in respect of
contracts in progress at the reporting date aggregates Rs.1,002,148,730
(Rs.754,921,708).
11. During the current year, Nucleus Software (Australia) Pty Ltd, one
of the wholly owned subsidiaries of the Company, has been wound up with
effect from 5 April 2010.
12. Previous year figures have been regrouped/ reclassified wherever
necessary to make them comparable with the current year figures. |