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Sasken Communication Technologies
BSE: 532663|NSE: SASKEN|ISIN: INE231F01020|SECTOR: Computers - Software
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Explore Sasken Comm connections « Mar 10
Notes to Accounts Year End : Mar '11
(a) Contingent Liabilities
 
 Contingent liabilities towards income taxes and indirect taxes not
 provided for amount to Rs2,234.05 lakhs (March 31, 2010 f 1,552.70
 lakhs) and Rs2,216.86 lakhs (As at March 31, 2010 Rs1,188.93 lakhs)
 respectively.
 
 There are certain claims made against the Company by an investee
 Company, which are a subject matter of arbitration proceedings.  In the
 view of the management of the Company such claims are frivolous and are
 not tenable. No provision has been made for such claims pending
 completion of legal proceedings as the amount of claims are currently
 not ascertainable [Note 4(c) in the Notes to accounts of main financial
 statements].
 
                                                  Amount in Rs lakhs
 
                                       As at             As at
                               March 31, 2011      March 31, 2010
 
 Bank Guarantees                     274.03              287.35
 
 Corporate Guarantee on behalf 
 of subsidiaries                  10,777.68           10,333.98
 
 (c) The Company has operating leases for office premises that are (a)
 renewable on a periodic basis and are cancellable by giving a notice
 period ranging from 1 month to 6 months and (b) renewable on a periodic
 basis and are non-cancellable for specified periods under arrangements.
 Rent escalation clauses vary from contract to contract, ranging from 0%
 to 15%. There are no restrictions imposed on operating leases. There
 are no subleases [Note 12 in the Notes to accounts of main financial
 statements].
 
 2.  Other Notes
 
 (a) The Company had approached the High Court of Karnataka, Bangalore
 to create a Business Restructuring Reserve to be carved out from
 Securities Premium account in terms of a Scheme under Section 391 / 394
 of the Companies Act, 1956 whereby the Business Restructuring Expenses
 will be adjusted against the said Reserve. Pursuant to the Scheme and
 as approved by the High Court of Karnataka, Bangalore vide its order
 dated March 31, 2010, a sum of Rs14,578.08 lakhs, has been transferred
 from the Securities Premium Account and credited to Business
 Restructuring Reserve Account. Further, during the year ended March 31,
 2010, impairment loss on capitalized software amounting to Rs1,519.70
 lakhs, being considered as a Restructuring Expense incurred after the
 Appointed Date, was adjusted against the Restructuring Reserve Account.
 
 During the year, the Company has evaluated its investment in
 subsidiaries and joint ventures for the purpose of determination of
 potential diminution in value. Based on such evaluation and considering
 the underlying factors including downturn in the business of Sasken
 Finland and the decrease in related activities / businesses, the
 Company has identified and recognized a provision for diminution in the
 value of investment in Sasken Communication Technologies Oy amounting
 to Rs13,058.38 lakhs. The diminution in value of such investments being
 considered as a Restructuring Expense incurred after the Appointed
 Date, i.e. April 1, 2008, has been adjusted against the Business
 Restructuring Reserve Account in accordance with the Scheme.  Had the
 Scheme not prescribed the aforesaid treatment, the balances would be as
 under :
 
 (b) Buy-Back of Equity Shares
 
 In terms of decision of the Board of Directors dated October 21, 2010
 and in accordance with the provisions of the Companies Act, 1956 and
 the Securities and Exchange Board of India (Buy Back of Securities)
 Regulations, 1998, the Company offered to buy-back its equity shares of
 face value of Rs 10/- each, upto a maximum amount of Rs3,454 lakhs at a
 maximum price of Rs 260/- per share from open market.  After completion
 of regulatory formalities the Company commenced the buy-back on
 December 2, 2010. The Company has bought back 14,32,633 equity shares
 at an average price of Rs158.22 per share, utilizing a sum of
 Rs2,266.70 lakhs for the year ended March 31, 2011. The amount paid
 towards buy-back of shares, in excess of the face value, has been
 appropriated out of Securities Premium account. On account of buy-back
 of shares, the Company has created Capital Redemption Reserve of
 Rs143.26 lakhs towards the face value of 14,32,633 shares of Rs10/-
 each by way of appropriation against General Reserve.
 
 In terms of the provisions of Section 77A of the Companies Act, 1956
 and SEBI (Buy Back of Securities) Regulations, 1998, the Company has
 extinguished the 14,32,633 shares as on March 31, 2011.
 
 During the buy-back period, employees have exercised 35,650 options
 which are pending allotment on account of buy-back of shares in line
 with the requirements of provisions of the Companies Act, 1956 and the
 Securities and Exchange Board of India (Buy Back of Securities)
 Regulations, 1998 [Note 4(i) in the Notes to accounts of main financial
 statements].
 
 (c) The Company enters into foreign exchange forward contracts and
 option contracts to hedge its net foreign currency receivables position
 including its future receivables.
 
 Effective April 1, 2010, the Company has adopted the principles of AS
 30 Financial Instruments: Recognition and Measurement for forward
 exchange contracts that are not covered by AS 11 The effects of
 changes in foreign exchange rates and that relate to a firm commitment
 or a highly probable forecast transaction. In the previous year, the
 Company had accounted for such contracts in accordance with the
 guidance in the Announcement of Institute of Chartered Accountants of
 India (the ICAI) dated March 29, 2008.  Had the Company accounted for
 these contracts in accordance with the aforesaid ICAI Announcement,
 Mark to Market net gain of Rs79.90 lakhs would not have been recognized
 in the Profit and Loss Account, consequently the profits for the year
 would have been lower to that extent and hedging reserve would have
 decreased by Rs143.98 lakhs [Note 4(d) in the Notes to accounts of main
 financial statements].
 
 (d) On March 29, 2010, the Company allotted 3,00,000 convertible
 warrants to Mr. Rajiv C. Mody, Chairman and Managing Director and one
 of the Promoters of the Company, on a preferential basis on such terms
 and conditions as contained in the Special Resolution passed by the
 Company through Postal Ballot on March 15, 2010. The warrant expires at
 the end of 18 months from the date of issue. The allottee shall be
 entitled for one equity share of Rs10 each of the Company for each such
 warrant at a price of Rs176 each.  As per the terms of allotment, 25%
 of the application money has been paid, which has been recorded as
 share application and on payment of the remaining 75% of consideration,
 proportionate number of shares will be allotted [Note 4(k) in the Notes
 to accounts of main financial statements].
 
 (e) Based on the information available with the Company, there are no
 suppliers who are registered as micro, small or medium enterprises
 under The Micro, Small and Medium Enterprises Development Act, 2006 as
 at March 31, 2011 [Note 4(l) in the Notes to accounts of main financial
 statements].
 
 (f) Final dividend for previous year represents dividend on shares
 issued post Balance Sheet date (i.e. March 31, 2010) and before the
 record date for Annual General Meeting [Note 4(n) in the Notes to
 accounts of main financial statements].
 
 3.  Market Value of Quoted Investments
 
 As at March 31, 2011 the aggregate market values of quoted investments
 is Rs13,821.69 lakhs (previous year Rs14,883.11 lakhs).
 
 4.  Provision for taxation
 
 [Note 6 in the Notes to accounts of main financial statements]
 
 The Company is registered under the Software Technology Park Scheme and
 Special Economic Zone Scheme and is claiming tax benefits under Section
 10A and Section 10AA of the Income Tax Act, 1961.
 
 Tax benefits under Section 10A have not been extended beyond March 31,
 2011 and accordingly deferred tax assets, where applicable, have now
 been recognized.
 
 Income Tax charge includes overseas income taxes of Rs217.80 lakhs
 (previous year Rs349.01 lakhs).
 
 The components of deferred tax asset are as follows:
 
 5.  The Company is engaged in the development of computer software.
 The production and sale of such software cannot be expressed in any
 generic unit. Hence, it is not possible to give the quantitative
 details of revenue and the information as required under paragraphs 3,
 4C and 4D of part II of Schedule VI to the Companies Act, 1956.
 
 6.  Comparatives
 
 [Note 14 in the Notes to accounts of main financial statements]
 
 Previous Year figures have been re-grouped / re-arranged, wherever
 necessary to conform to the current years presentation.
Source : Dion Global Solutions Limited
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