(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.
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