1. Background
Patni Computer Systems Limited (Patni or the Company) was
incorporated on 10 February 1978 under the Companies Act, 1956. On 18
September 2003, the Company converted itself from a private limited
company into a public limited company. In February 2004, Patni
completed initial public offering of its equity shares in India
comprising fresh issue of 13,415,200 shares and sale of 5,324,000
equity shares by the existing shareholders.
In December 2005, Patni issued 5,125,000 American Depository Shares
(ADSs) at a price of US$ 20.34 per ADS. There was a secondary
offering of additional 1,750,000 ADSs to the existing shareholders.
Patni also issued 1,031,250 ADSs at the price of US$ 20.34 per ADS on
the exercise of Greenshoe option by the underwriters. Each ADS
represented two equity shares of Rs. 2 each fully paid-up.
Patni owns 100 % equity interest in Patni Americas, Inc. (formerly
Patni Computer Systems, Inc.), a company incorporated in USA, Patni
Computer Systems (UK) Limited (Patni UK), a company incorporated in UK,
Patni Computer Systems GmbH, a company incorporated in Germany. In
April 2003, Patni Americas, Inc., USA acquired 100 % equity interest in
The Reference Inc, a company incorporated in USA. In November 2004,
Patni Americas, Inc. acquired 100 % equity in Patni Telecom Solutions
Inc - USA and its subsidiaries. In July 2007, Patni Americas, Inc.
acquired Patni Life Sciences Inc., (formerly known as Taratec
Development Corporation), a company incorporated in New Jersey, U.S.A,
for consideration in cash. Effective 1 October 2010, Patni Life
Sciences Inc. has been merged with Patni Americas, Inc., USA. In June
2010, Patni Americas Inc. acquired CHCS Services Inc.,a company
incorporated in Florida, U.S.A, for consideration in cash. In July
2010, CHCS Services Inc., opened a branch office in Noida. Patni
Computer Systems Brasil Ltda., a company incorporated in Brazil has
been dissolved in October 2010.
In July 2007, Patni UK acquired business and assets of Logan Orviss
International (LOI), a European telecommunications consulting
services company in a business combination. In March 2008, Patni UK has
set up a subsidiary in Czech Republic named Patni Computer Systems
(Czech) s.r.o. In December 2008, the company has set up a subsidiary in
Mexico named PCS Computer Systems Mexico, SA de CV. Patni also operates
through foreign branch offices in USA, Japan, Sweden, Korea,
Netherlands, Australia, Finland, Turkey, Ireland, Romania and
Switzerland. In June 2009, the company has set up a 100% subsidiary in
Singapore named Patni (Singapore) Pte Limited. In April 2010, Patni
(Singapore) Pte Limited opened a foreign branch office in Malaysia. In
June 2010, Patni (Singapore) Pte Limited has set up a 100% subsidiary
in Japan named Patni Computer Systems Japan Inc. In June 2010, Patni
Computer Systems Japan Inc. has entered into Joint Venture Agreement
(49% stake) with J R Kyushu System Solutions Inc. The Joint Venture
Company J R Kyushu Patni Systems Inc. has been incorporated on 1st July
2010. In August 2010 Patni UK opened a branch office in Ireland. In
August 2010 Patni (Singapore) Pte Limited has set up a 100% subsidiary
in China named Patni Computer Systems (Suzhou) Co., Ltd. In November
2010 Patni (Singapore) Pte Limited has set up a 100% subsidiary in
China named Patni Computer Systems Software (Dalian) Limited.
Patni together with its subsidiaries (collectively, Patni Group or
the Company) is engaged in IT consulting, software development and
Business Process Outsourcing (BPO). The Company provides multiple
service offerings to its clients across various industries comprising
financial services, insurance services, manufacturing, retail and
distribution, communications, media and utilities and technology
services (comprising independent software vendors and product
engineering). The various service offerings comprise application
development, application maintenance and support, packaged software
implementation, infrastructure management services, product engineering
services, quality assurance services and BPO services.
3 Share capital
1) Of the above, 14,500,000 equity shares of Rs. 2 each were allotted
as fully paid bonus shares in March 1995 by capitalisation of general
reserve aggregating Rs. 29,000.
2) In June 2001, Patnis Board of Directors approved a sub division of
existing equity shares of Rs. 10 each into 5 equity shares of Rs. 2
each.
3) The above also includes 46,867,500 equity shares of Rs. 2 each
allotted as fully paid bonus shares in August 2001 by capitalisation of
share premium aggregating Rs. 93,735.
4) In December 2002, in pursuance of section 77A of the Companies Act,
1956, Patni bought back 1,650,679 equity shares by utilising the share
premium account. In this regard, an amount equivalent to the nominal
value of the share capital bought back by the Company aggregating Rs.
3,301, has been transferred from general reserve to capital redemption
reserve.
5) In August 2003, the Company allotted 37,140,283 equity shares of Rs.
2 each as fully paid bonus shares by capitalization of share premium
aggregating Rs. 74,281.
6) In February 2004, Patni made an initial public offering (IPO) of
its equity shares in India comprising fresh issue of 13,415,200 shares
and sale of 5,324,000 equity shares by
the existing shareholders. In this regard, equity shares of Rs. 2 each
were issued at a premium of Rs. 228 aggregating Rs. 3,085,496.
7) In December 2005, Patni issued 6,156,250 American Depository Shares
(ADSs) representing 12,312,500 equity shares of Rs. 2 each fully
paid-up at a price of US$ 20.34 per ADS for a gross proceeds of Rs.
5,739,262. Each ADS represents two equity shares of Rs. 2 each fully
paid-up.
8) In February 2008, the Board of Directors of the Company approved a
proposal to repurchase fully paid equity shares upto 10% of the paid up
capital and free reserves, at a maximum price of Rs. 325 per equity
share, for an aggregate amount upto Rs. 2,370,000. The buyback proposal
had been approved in accordance with the provisions of Section 77A,
77AA, 77B and other applicable provisions of the Companies Act, 1956
and the provisions of Securities and Exchange Board of India (Buy-back
of Securities) Regulations, 1998 (Buy Back Regulations), for which
necessary public announcements were made in April 2008.
During the year ended 31 December 2008, the Company repurchased a total
of 10,957,082 equity shares through the Bombay Stock Exchange and the
National Stock Exchange for an aggregate consideration of Rs. 2,370,000
being 100% of the amount authorised for buy back. Subsequently, the
Company extinguished such equity shares as per the requirements of the
section 77A of the Companies Act, 1956. In this regard an amount
equivalent to the nominal value of the share capital bought back by the
Company aggregating Rs. 21,914, has been transferred from general
reserve to capital redemption reserve which can be utilized only for
the purpose of issuing fully paid bonus shares of the Company. (Refer
note 4)
9) Refer note 24 for employee stock options exercised during the year.
5.Secured Loans
Nature of security
Finance lease obligations are secured against the vehicles acquired on
lease.
8. Sundry debtors (Unsecured)
Of the above, debts due from companies under the same management as
defined under Section 370(1)(B) of the Companies Act, 1956 aggregate
Rs. 1,402,894 (2009: Rs. 1,617,440). This consists of debts due from
Patni Americas, Inc. aggregating Rs. 913,731 (2009: Rs. 1,186,336);
Patni Computer Systems (UK) Limited aggregating Rs. 366,883 (2009:
Rs.315,002), Patni Computer Systems Gmbh aggregating Rs. 55,439 (2009:
Rs. 26,944), Patni Telecom Solutions Private Limited Rs. 5,205 (2009:
Rs. 10,099), Patni Life Science, Inc. Rs. 37,045 (2009: Rs. 74,727),
Patni Telecom Solutions Inc Rs. 214 (2009: Rs. 614), Patni Telecom
Solutions (UK) Limited Rs. 294 (2009: Rs. 3,717), Patni (Singapore) PTE
Limited Rs. 3,521 (2009: Rs. Nil), Patni Computer Systems (Czech) s.r.o
Rs. 1,122 (2009: Rs. Nil), Patni Computer Systems (Suzhou) Rs. 72
(2009: Rs. Nil), Patni Computer Systems Japan Inc Rs. 14,204 (2009: Rs.
Nil), PCS Computer Systems, Mexico, SA Rs. 464 (2009: Rs. Nil), CHCS
Services Inc Rs. 4,699 (2009: Rs. Nil).
17. Taxes
b) Provision for Income Tax has been computed on the basis of Minimum
Alternate Tax (MAT) in accordance with Sec 115JB of the Income Tax
Act,1961. Considering the future profitability and taxable positions in
the subsequent years, the company has recognised MAT credit
entitlement of Rs. 754,755 (2009 : Rs. 434,179) as an asset by
crediting to the Profit & loss account an equivalent amount and
included under Loans and Advances (Note 10) in accordance with the
guidance note on Accounting for credit available in respect of Minimum
Alternate Tax under Income Tax Act, 1961 issued by the Institute of
Chartered Accountants of India.
c) In 2009 the company received a favorable order from the Income Tax
Appellate Tribunal allowing the set off of losses of 10A units against
Business Income. Based on the same during 2009 the Company has reversed
the relevant tax provisions amounting to Rs. 114,393 relating to the
above issue for all years upto Assessment Year 2006-07.
d) The Statute of limitation period for the March 2007 and March 2006
tax return of the US Branch of the Company expired in December, 2010
and December 2009 respectively i.e. on expiry of 3 years from the date
of filing which was 15 December 2007 and 15 December 2006. Hence the
company has reversed the provision for that year on account of taxes &
interest. Accordingly the following amounts have been included in the
Income Statement for the year ended 31 December 2010 and 2009:
(i) Included in Other Income
In 2009 the company received a favorable order from the Income Tax
Appellate Tribunal allowing the set off of losses of 10A units against
Business Income. Based on the same the Company has reversed the
relevant tax provisions amounting to Rs. 114,393.
19. Segmental information
In accordance with paragraph 4 of Accounting standard 17 Segment
Reporting the Company has presented segmental information only in the
consolidated financial statements (refer note 20 of the consolidated
financial statements) of the Company.
20. Related party transactions
a) Names of related parties and nature of relationship where control
exists
Sr.
No. Category of related
parties Names
1. Subsidiaries 1) Patni Americas, Inc., USA
2) Patni Computer Systems (UK) Limited
3) Patni Computer Systems GmbH
4) Patni Telecom Solutions Inc., USA
5) Patni Telecom Solutions (UK) Limited., UK
6) Patni Telecom Solutions Private Limited
7) Patni Life Sciences Inc., USA7
8) Patni Computer Systems Brasil Ltda6.
9) Patni Computer Systems (Czech) s.r.o
10) PCS Computer Systems, Mexico, SA de CV
11) Patni (Singapore) Pte Limited
12) CHCS Services Inc., USA
13) Patni Computer Systems Japan Inc
14) Patni Computer Systems (Suzhou) Co.,
Limited
15) Patni Computer Systems Software
(Dalian) Limited
2. Joint Ventures 1) J R Kyushu Patni Systems Inc
3. Entities over which
the promoters 1) PCS Technology Limited and its
exercise significant subsidiaries
influence / 2) Ashoka Computer Systems Private
Limited control
(Affiliates) 3) PCS Cullinet Private Limited
4) PCS Finance Private Limited
5) Ravi & Ashok Enterprises
6) iSolutions Inc.
4. Key management
personnel 1) Mr Narendra K. Patni
2) Mr Ashok K. Patni
3) Mr Gajendra K. Patni
4) Mr William Grabe
5) Mr Arun Duggal
6) Mr Michael Cusumano
7) Mr Arun Maira1
8) Mr Pradip Shah
9) Mr Ramesh Venkateswaran
10) Mr Louis Theodoor van den Boog2
11) Mr Abhay Havaldar
12) Mr Jeya Kumar3
13) Mr Pradeep Baijal4
14) Mr Vimal Bhandari5
5. Parties with
substantial interest 1) Members of Patni family and
their relatives
2) General Atlantic Mauritius
Limited (GA)
6. Others 1) Ravindra Patni Family Trust
2) Anirudh Patni
3) Patni Computer System Limited
Employee Gratuity Fund
1. Ceased to be director with effect from 22 July 2009
2. Ceased to be Executive director with effect from 20 February 2009
and now Non executive director.
3. Appointed as Chief Executive Officer with effect from 20 February
2009 and as Executive Director from 25 June 2009
4. Appointed as Director with effect from 25 June 2009
5. Appointed as Director with effect from 15 January 2010
6. Dissolved in October 2010
7. Merged with Patni Americas, Inc., USA in October 2010,
23. Contingent liabilities and capital commitments
2010 2009
Estimated amount of contracts
remaining to be executed on
capital account and not provided
for 2,435,404 2,585,843
Foreign currency forward contracts 14,930,616 14,883,003
Foreign currency option contracts 223,500 465,200
Bank guarantees 173,054 76,994
Tax contingency 3,745,312 2,482,297
Estimated amount of contracts remaining to be executed on capital
account and not provided for includes cases wherein purchase orders
have been released and work has either not commenced or has been
partially completed.
Foreign currency forward contracts and forward currency options
represents the total notional value of such contracts outstanding as at
the balance sheet date.
In December 2008, the Company received a demand of approximately Rs.
458,665 for the Assessment Year 2003-04 including an interest demand of
Rs. 258,644 and another demand in January 2009 of approximately Rs.
1,132,951 for the Assessment Year 2005-06 including an interest demand
of approximately Rs. 422,516. These new demands concerns the same issue
of disallowance of tax benefits under Section 10A of the Indian Income
Tax Act, 1961(ACT) as per earlier assessments. Subsequently, in June
2010, the Company has filed an extension for stay of demand. As per
stay of demand order, till December 2010, the Company has paid sum of
Rs. 66,000 for the Assessment Year 2003-04 and Rs. 239,072 for the
Assessment Year 2005-06 as regards the matter under appeal. Management
considers these demands as not tenable against the Company, and
therefore no provision for this tax contingency has been established.
The Tax department had earlier rejected the Companys claim under
section 10A and raised a demand of Rs. 630,166 for Assessment Year
2004- 05 and Rs. 261,703 for Assessment Year 2002-03 in December 2006
and December 2007 respectively. However on appeal in 2008, the CIT
(Appeal) had allowed the claim under section 10A of the Income Tax Act,
1961. The Indian Income tax department has appealed against the CIT
(Appeals) orders in respect of Assessment Year 2002-03 and 2004-05 in
the tribunal. Management considers these demands as not tenable against
the Company and, therefore, no provision for this tax contingency has
been established.
In November 2010, the Company has received demand order for Assessment
Year 2006-07 for a sum of Rs. 1,261,827 including an interest demand of
Rs. 441,653 disallowing tax benefits under Section 10A of the Act as
per the earlier assessments, as well as making a Transfer Pricing
Adjustment for the Companys BPO operations. The Company has filed the
appeal before the Indian Income Tax Appellate Tribunal and also filed
an appeal for the stay of demand with the tax department. Management
considers these disallowances as not tenable against the Company, and
therefore no provision for this tax contingency has been established.
In December 2010, the Income tax department has issued draft assessment
order for Assessment Year 2007-08 disallowing tax benefits under
Section 10A of the Act as per the earlier assessments, as well as
making a Transfer Pricing Adjustment for delayed recoveries from
Associates Enterprises. The Company has filed the objections against
the draft order before the Dispute Resolution Panel (DRP) newly set
up under the Income Tax Act, 1961. Management considers these
disallowances as not tenable against the Company, and therefore no
provision for this tax contingency has been established.
Certain other income tax related legal proceedings are pending against
the Company. Potential liabilities, if any, have been adequately
provided for, and the Company does not currently estimate any
incremental liability in respect of these proceedings. Additionally,
the Company is also involved in lawsuits and claims which arise in
ordinary course of business. There are no such matters pending that the
Company expects to be material in relation to its business.
24. Employee stock compensation plans
On 30 June 2003, Patni established the Patni ESOP 2003 plan (the
plan). Under the plan, the Company is authorized to issue up to
11,142,085 equity shares to eligible employees. Employees covered by
the Plan are granted an option, which may be based on service and
performance criteria, to purchase shares of the Company subject to the
requirements of vesting. The options vest in a graded manner over four
years with 25 per cent of the options vesting at the end of each year
and expire at the end of 5 years from the date of vesting. A
compensation committee constituted by the Board of directors of the
Company administers the plan. The plan has been amended to enable the
Company to issue upto 2,000,000 ADR linked options ( wherein one ADR
linked option is equal to two equity shares ) to the employees of the
Company as well as its subsidiaries and hence Patni ESOP 2003 -
Revised 2006 has come into force with effect from 21 June 2006. In
June 2009 at the Annual General Meeting the shareholders authorised the
Company to issue additional 8,000,000 equity shares to eligible
employees under the Patni ESOP 2003 - Revised 2009 plan.
24 Employee stock compensation plans
On 18 August 2009, a further amendment was made to the Indian Income
Tax Act, with retroactive effect from 1 April 2009, abolishing the
provisions of FBT. Thus, for any exercises of stock options by the
employee on or after 1 April 2009, the shares issued, or allocated and
transferred by the Company, are no longer subject to FBT.
25. Amounts due to micro, small and medium enterprises
As at 31 December 2010, the company has no outstanding dues to any
vendors registered with appropriate authority under the Micro, Small
and Medium Enterprises Development Act 2006. There have been no delays
in settlement of dues to such vendors, warranting any payment of
interest as provided in the above Act (2009 : ` Nil).
28. Supplementary statutory information
a) Managerial remuneration does not include Rs. 74,756 (including
pension provision Rs. 54,603 and leave provision Rs. 6,681) ; (2009 :
Rs. 82,745, including provision for pension : Rs. 26,338 and leave
provisions Rs. 4,379) paid/accrued to manager by the subsidiary company
during the year ended 31 December 2010.
b) Sitting fees paid to non executive directors not included above
aggregated Rs. 1,240 (2009: Rs. 1,420) during the year ended 31
December 2010.
c) Commission expense in respect of Non-Executive directors not
included above aggregated Rs. 14,109 (2009: Rs. 29,345).
d) Decrease in provision for pension liability aggregating to Rs. 6,275
for the year 2010 (2009: Rs. 3,575) towards the pension plan of two non
whole-time directors Mr Ashok K Patni and Mr Gajendra K Patni has not
been included above, since such pension liability arose on account of
services rendered prior to their appointment as non whole-time
directors.
e) The above figure do not include gratuity which is actuarially
determined on an overall basis for the company as a whole and separate
amount for director is not available.
30. Change in estimates
As per Companys practice, the Company has finalized the amount of
incentive payable to the employees for the fiscal year 31 December 2009
based on completion of employee appraisals including final
determination of key operating parameters applicable to each employee
and business unit during the year ended 31 December 2010. Accordingly,
the Company has reversed incentive accrual amounting to Rs. 168,205
which has been included under personnel cost in profit & loss for the
year ended 31 December 2010.
32. Employee Benefit Plans Gratuity Benefits
In accordance with the Payment of Gratuity Act, 1972, Patni provides
for gratuity, a defined retirement plan covering all employees. The
plan provides a lump sum payment to vested employees at retirement or
termination of employment based on the respective employees defined
portion of last salary and the years of employment with the Company.
Patni contributes each year to a gratuity fund based upon actuarial
valuations performed by an actuary. The fund is administered by Patni
through a trust set up for the purpose. All assets of the plan are
owned by the Trust and comprise of approved debt and other securities
and deposits with banks.
32. Employee Benefit Plans
Defined Contribution Plans
Amount of Rs. 247,153 (2009: Rs. 227,633) is recognised as an expense
and included in Personnel Costs (Refer Schedule 14) in the Profit and
Loss Account.
Pension Benefits
Founder Directors of the Company are entitled to receive pension
benefits upon retirement or termination from employment at the rate of
50% of their last drawn monthly salary. The pension is payable from the
time the eligible director reaches the age of sixty five and is payable
to the directors or the surviving spouse. The liabilities for these
pension plans are actuarially determined and periodically recognized.
The plan is not funded.
33. The Finance Act,2009 has extended the availability of the 10-year
income tax holiday by a period of one year such that the tax holiday
will be available until the earlier of fiscal year ending 31 March 2011
or 10 years after the commencement of a Companys undertaking. The
fringe benefit tax has also been abolished.
34. Subsequent event
Pan-Asia iGATE Solutions and iGATE Global Solutions Limited entered
into share and securities purchase agreements on 10 January 2011, with
the promoter group of Patni and General Atlantic Mauritius Limited to
acquire 63% equity interest of the Company at a price of Rs. 503.5 per
share, subject to fulfillment of certain conditions.
35. Prior year comparatives
Previous period figures have been appropriately reclassified /
regrouped to conform to the current periods presentations.
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