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-0.3 (-0.85%)
-0.35 (-0.99%) | Notes to Accounts | Year End : Mar '12 |
a) During the year ended March 31, 2008, - the Company made a bonus issue in the ratio of 12 :1 to the shareholders by capitalisation of Capital Redemption Reserve an Securities Premium account. - 567,749 Equity shares were issued to erstwhile shareholders of ITfinity Solutions Private Limited at the time of amalgamation (inclusive of 524,076 bonus shares). - 423,722 Equity Shares have been issued to the promoters and employees of Vox Mobili, S.A. France as a part of Purchase consideration for its acquisition [inclusive of 391,126 bonus shares]. b) During the year ended March 31,2010, 75,862 Equity Shares have been issued to the promoters and employees of Telisma, S.A. France as a part of Purchase consideration for its acquisition c) During the year ended March 31, 2012, the Company made a bonus issue in the ratio of 1 :1 to the shareholders by capitalisation of Securities Premium account. d) During the year after obtaining approval of the shareholders and completion of the formalities prescribed for buy-back of equity shares u/s. 77A of the Companies Act, 1956, the Company has bought back 2,936,000 Equity Shares of Rs.10 each by utilising the Securities Premium Account. Capital Redemption Reserve has been created out of Security Premium Account for Rs. 29.36 Million being the nominal value of equity shares bought back in terms of Sec.77AA of the Companies Act, 1956. 1. Share application money represents unencashed refund instruments issued to the investors. This does not include any amount, due and outstanding, to be credited to the Investor Education and Protection Fund as per the provisions of the Companies Act, 1956. 2. Contingent liabilities and Commitments a. The Company has been named as one of the 20 defendants in a civil dispute for injunction pending adjudication. However in the opinion of the management no liability would arise in this regard. b. The Company has been named as one of the 3 defendants in a civil dispute for injunction pending adjudication. However in the opinion of the management no liability would arise in this regard. c. A suit against the Company has been filed by one party for infringement of its patents and the matter is pending adjudication. However in the opinion of the management, no liability would arise in this regard. d Disputed Value Added Tax Rs. 299.32 Million (Previous year: Rs 692.8 Million ) and disputed Income Tax Rs.57.7 Million (Previous year: Rs.55.31 Million) e. Claims against the Company not acknowledged as debts is Rs. 67.16 Million (Previous year: Rs 61.68 Million). f. Bank Guarantees given for loans availed by subsidiaries Rs 177.63 Million (Previous year: Rs.2.27 Million) g. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for is Rs. 149.90 Million (Previous year: Rs. 101.72 Million). h. Pending amount for buyback of equity shares Rs. 54.78 Million (Previous year: Nil). 3. Issue of Bonus Shares During the year, on April 21, 2011, the shareholders of the Company have approved through Postal ballot process, the issue of one equity share of face value of Rs 101- each as bonus share for every one share held by the equity shareholders of the Company whose name appear in the register of members as on the record date, by capitalisation of Securities premium account and also shareholders have approved for increase of authorised share capital from Rs 750 Million to Rs.1,500 Million. Basic and Diluted Earnings Per Share (EPS) have been restated for the corresponding year to give effect of the said issue of Bonus shares, in accordance with Accounting Standard (AS) 20 Earnings Per Share. 4. Divestment in Ver se Innovation Pvt Ltd During the year the Company sold 228,668 Equity Shares in Ver se Innovation Private Limited for a consideration of Rs. 485 Million (Net of expenses). 5. Loans to wholly owned Subsidiaries. The Company has given loan to its wholly owned subsidiaries the details of which are given below and which in the opinion of the Management is realisable in full. 6. Deferred Payment liability includes: 1. Nil (previous year: Rs. 139.44 Million (Euro 2.21 Million)) payable to Telefonica International, S.A.U, Spain towards accrual of liability relating to acquisition of market development and deployment rights. 2. Nil (previous year: Rs. 282.12 Million (Euro 4.46 Million)) payable to a customer in Europe towards deploying value added services on an exclusive basis in the region. 3. Rs. 36.37 Million (BRL 1.27 Million) (previous year: Rs. 35.09 Million (BRL 1.27 Million)) payable to a customer in Brazil towards deploying value added services on an exclusive basis in the region. 4. Nil (previous year: Rs. 0.5 Million) being balance consideration payable relating to acquisition of Intellectual Property Rights. 7. Employee Benefits: I. Defined Contribution Plans During the year the Company has recognized the following amount in the Statement of Profit and Loss: II. Defined Benefit Plans Gratuity In accordance with Accounting Standard 15 (Revised 2005) - Employee Benefits, actuarial valuation as on March 31, 2012 was done in respect of the aforesaid defined benefit plan of Gratuity based on the following assumptions: The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. 8. Operating lease: a. The Company is obligated under non-cancellable operating lease for office space and vehicles provided to employees. b. The Company has sub let office space under cancellable operating lease for the part of the year. The Company accounted the above options using the intrinsic value method and thus, the difference between the fair value of the underlying shares in the year of grant and the options exercise value was charged to the statement of profit and Loss. Accordingly, the compensation charge there on in the current year Nil (Previous year Rs. 0.04 Million) as the differences completely charged off to the Statement of Profit and Loss. The guidance note issued by the Institute of Chartered Accountants of India requires the disclosure of pro forma net results and EPS both basic & diluted, had the Company adopted the fair value method. Had the Company accounted the option under fair value method, amortising the stock compensation expense thereon over the vesting period, the reported profit for the year ended March 31, 2012 would have been lower by Rs.157.22 Million (Previous year Rs.95.65 Million) and Basic and diluted EPS would have been revised to Rs. 3.0/- (Previous year Rs. 7.0/-) and Rs.2.9/- (Previous year Rs 6.8/-) respectively as compared to Rs.4.3/- (Previous year Rs 7.8/-) and Rs.4.2/-(Previous year Rs 7.6/-) without such impact. Basic and Diluted Earnings Per Share (EPS) have been restated for all the corresponding period to give effect of the said issue of Bonus shares, in accordance with Accounting Standard (AS) 20 Earnings Per Share notified under Section 211 (3C) of the Companies Act, 1956. The fair value of stock based awards to employees is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Black-Scholes option pricing model, considering the expected weighted average term of the options to be 4.3 years (Previous year 3.9 years), a 2% (Previous year Nil %) expected dividend yield on the underlying equity shares, weighted average volatility in the share price of 51.58 % (Previous year range of 53.17%) and a risk free rate of 8.50 % p.a. (Previous year 8.25% p.a.). The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price during the year after eliminating the abnormal price fluctuations. As per the provisions of SEBI (ESOS) Guidelines, 1999, the Shareholders, vide their resolution dated December 2, 2011 through postal ballot process, approved the repricing of options grated but not exercised. Consequently the Board of Directors vide their circular resolution dated December 21, 2011 re-priced the unexercised options at Rs. 63.78 each. The incremental fair value of stock based award consequent to re-pricing of exercise price of stock options to employees is calculated through the use of option pricing models as on the date of re-pricing, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Black-Scholes option pricing model, considering the expected weighted average term of the options to be 4.3 years, a 2% expected dividend yield on the underlying equity shares, weighted average volatility in the share price of 51.95% and a risk free rate of 8.50% p.a. The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price during the year after eliminating the abnormal price fluctuations. 9. Accounting For Taxes On Income a. During the year, the Company has provided for Minimum Alternative Tax (MAT) under section 115JB of the Income tax Act, 1961 since the tax liability as per regular provisions of the Act is lower. Correspondingly, the Company has also claimed credit of Rs.6.85 Million (Previous year Rs.92.72 Million) under section 115JAA of the said Act, which is disclosed as ''MAT credit entitlement'' in the Statement of Profit and Loss. b. In accordance with the Accounting Standard 22 - Accounting for Taxes on Income, the Company has reversed the deferred tax liability to the extent of Rs.5.46 Million for the current year, which has been credited to the Statement of Profit and Loss. Details of Deferred Tax Asset and Liabilities are: 10. The Company prepares consolidated financial statements, hence as per Accounting Standard 17 on Segment Reporting, segment information has not been provided in the standalone financial statements. 11. The company has made an application to the Central Government for compounding of one of the contracts for a party covered under Section 297 of The Companies Act, 1956 which expired during the year. The total transaction entered into during the year for which compounding application has been filed is amounting to Rs. 2.53 Million. 12. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped I reclassified wherever necessary to correspond with the current year''s classification I disclosure. |
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| Source : Dion Global Solutions Limited | |
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