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Subex
BSE: 532348|NSE: SUBEX|ISIN: INE754A01014|SECTOR: Computers - Software Medium/Small
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« Mar 10
Notes to Accounts Year End : Mar '11
I.1. Accounting Under the Proposal Approved by the Honble High court
 
 During the year ending March 31, 2010, the shareholders of the Company
 approved the Boards proposal (hereinafter referred to as the
 Proposal) for transferring amounts from the Securities Premium and
 Capital reserves as on or arising after April 1, 2009 (upto March 31,
 2012) to a Business Restructuring Reserve (BRR) to be utilized from
 April 1, 2009 for certain Permitted Utilisations as mentioned in the
 Proposal.
 
 The Proposal was approved by the Honble High court of Karnataka on May
 4, 2010 and was registered with the Registrar of Companies on May 11,
 2010, thereby completing all the requirements for the order to be
 effective.
 
 Adjustments in the BRR in the previous year ended March 31, 2010
 
 In accordance with the Proposal, the Board of Directors of the Company
 had thus approved the following for financial year ended March 31, 2010
 
 transfer of amounts standing to the credit of Securities premium and
 Capital reserve (including the Profit of Rs.  1,583.49 Million arising
 out of reduction in liability to the Foreign currency convertible bond
 holders pursuant to the Restructuring of the US$ 180 Million Foreign
 currency convertible bonds. Refer Note II.3.A below) to the extent of
 Rs. 6,700 Million to the BRR.
 
 utilization of the BRR for certain Permitted utilisations for the
 amounts aggregating to Rs. 6,499.79 Million.
 
 Adjustments in the BRR during the current year ended March 31, 2011
 
 In accordance with the Proposal, the Board of Directors of the Company
 have approved the following for financial year ended March 31, 2011
 transfer of Rs. 1,740 Million during the year from the balances in
 Securities Premium Account and Capital Reserve to the BRR.
 
 Utilization of the BRR for permitted utilisations to the extent of
 Rs. 1,550.37 Million (net).
 
 Had the Proposal not provided for the above, the effect of accounting
 under the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956 would have been as under:
 
 Out of the balance outstanding in the Business Restructuring Reserve as
 at March 31, 2011, an amount of Rs. 280 Million is reserved for
 adjustment in Consolidation.
 
 11.2.  Contingent Liabilities
 
 Receivables factored: Current Year - Rs. 368.01 Million (Previous year
 - Rs. 286.65 Million)
 
 Claims against the Company not acknowledged as debt: Current Year – Rs.
 64.52 Million (Previous year - Rs. 69.06 Million).  These claims relate
 to Indian Income Tax demands which are being contested by the Company.
 
 The Company has provided Corporate Guarantees to Banks for credit
 facilities availed by its wholly owned subsidiaries to the amount of
 Rs. Nil (Previous Year - Rs. 500 Million) at the year end. These
 facilities were utilized to the extent of Rs. Nil (Previous Year - Rs.
 155.26 Million) by the subsidiaries.
 
 11.3.  A. Foreign Currency Convertible Bonds (FCCBs)
 
 During the year 2006-07, the Company issued Foreign Currency
 Convertible Bonds (the Old FCCBs) aggregating to US$ 180 Million. The
 bonds carry an initial interest rate of 2% per annum and are redeemable
 by March 9, 2012, if not converted into equity shares as per terms of
 issue.
 
 During the year 2009-10, the Company restructured the Old FCCBs by
 offering in exchange new FCCBs having a face value of US$ 126 Million.
 Pursuant to the offer, Old FCCBs with a face value of US$ 141 Million
 were exchanged for new FCCBs with a face value of US$ 98.7 Million. The
 remaining bondholders holding US$ 39 Million worth of Old FCCBs (out of
 the original bondholders holding US$ 180 Million) didnt chose the
 option for restructuring and are thus outstanding at March 31, 2011
 (were outstanding at March 31, 2010 also). Liability in respect of the
 US$ 39 Million FCCBs at March 31, 2011 amounts to Rs. 1,739.21 Million
 (Previous Year: 1,751.10 Million) (included in Long Term Unsecured
 loans in Schedule E, under the head Foreign currency convertible
 bonds).
 
 The terms and conditions governing the US$ 39 Million FCCBs outstanding
 are as follows:
 
 a) Conversion of the bonds into equity shares at the option of
 
 the bond holders at any time after April 18, 2007
 
 b) Conversion Price – Rs.656.20 per share
 
 c) Exchange Rate for purpose of conversion - 1 US$ = Rs.44.08
 
 d) Interest of 2% per annum payable semi-annually in arrears
 
 e) Redemption with yield to maturity guaranteed return of 8% per annum,
 calculated on semi-annual basis
 
 f) The Company can exercise an option to redeem the bonds in whole or
 in part on or any time after March 9, 2010, but prior to January 29,
 2012, subject to appropriate approvals at a price determined on the
 terms defined in the offer document.
 
 g) Listing on the Professional Securities Market of London Stock
 Exchange
 
 h) Redeemable on March 9, 2012, if not converted into Equity shares
 earlier.
 
 The difference between the yield to maturity guaranteed rate of return
 of 8% and the coupon rate of 2% represents the premium payable on
 redemption and is charged to Securities Premium over the life of the
 bonds.
 
 B. New Foreign Currency Convertible Bonds (New FCCBs)
 
 During the financial year 2009-10, in terms of the Companys offer to
 exchange and restructure its outstanding Old FCCBs, the Company
 received Old FCCBs with a face value of US$ 141
 
 Million for issue of New FCCBs with a face value of US$ 98.7 Million.
 The new bonds carry an initial interest rate of 5% per annum and are
 redeemable by March 9, 2012, if not converted in to equity shares as
 per terms of issue.
 
 Other terms and conditions governing the new FCCBs are as follows:
 
 a) Conversion of the bonds into equity shares at the option of the bond
 holders at any time after November 2, 2009
 
 b) Conversion Price - Rs.80.31per share
 
 c) Exchange Rate for purpose of conversion - 1 US$ = Rs.48.17
 
 d) Compensating the bond holders for the reduction in principal amount
 by providing an increased interest element in the New FCCBs of 5% per
 annum payable semi-annually in arrears.
 
 e) Redemption with yield to maturity guaranteed return of 20% per
 annum, calculated on semi-annual basis
 
 f) The Company can exercise an option to redeem the bonds in whole or
 in part on or any time after March 9, 2010, but prior to January 29,
 2012, subject to appropriate approvals at a price determined on the
 terms defined in the offer document.
 
 g) Listing on the Singapore Exchange Securities Trading Limited.
 
 h) Redeemable on March 9, 2012, if not converted into Equity shares
 earlier.
 
 The difference between the yield to maturity guaranteed rate of return
 of 20% and the coupon rate of 5% represents the premium payable on
 redemption and is charged to Securities Premium over the life of the
 bonds.
 
 Out of the US$ 98.7 Million new FCCBs, bonds having a face value of US$
 31.9 Million were converted into equity shares as of March 31, 2010 and
 bonds with a face value of USD 12 Million were converted during the
 year ending March 31, 2011.  Consequently new FCCBs outstanding at
 March 31, 2011 amount to US$ 54.8 Million (Rs. 2,443.80 Million)
 (Previous Year: 2,999.32 Million) and is included in Long Term
 Unsecured loans in Schedule E, under the head Foreign currency
 convertible bonds.
 
 II.4.  Operating Leases
 
 The Company has entered into operating lease arrangements for its
 office facilities. These leases are for periods ranging from 1 to 5
 years with an option to the Company for renewing at the end of the
 initial term. Rental expenses for operating leases included in the
 Profit and Loss account for the year is Rs. 88.49 Million (Previous
 year - Rs. 95.34 Million)
 
 The lease agreement for the above non-cancellable lease provides for
 escalation of rentals at the end of 3 years of the lease, which has
 been factored in the future minimum rentals disclosed above.
 
 II.5.  Employees Stock Option Plan (ESOP)
 
 ESOP - II
 
 During 1999-2000, the Company established the Employee Stock Option
 Scheme 2000 (ESOP 2000) under which options have been allocated for
 grant to the employees of the Company and its subsidiaries. The Company
 has obtained in-principle approval for listing upto a maximum of
 883,750 shares to be allotted pursuant to exercise of options granted
 under the scheme. Each option comprises one underlying equity share of
 Rs.10/- each and carries an entitlement of bonus shares if and when
 declared. This scheme has been formulated in accordance with the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999. As per the
 scheme, the Compensation Committee grants the options to the employees
 deemed eligible by the Advisory Board constituted for the purpose. The
 options are granted at a price, which is not less than 85% of the
 average market price of the underlying shares based on the quotation on
 the Stock Exchange where the highest volume of shares are traded for 15
 days prior to the date of grant. The shares granted vest over a period
 of 1 to 4 years and can be exercised over a maximum period of 3 years
 from the date of vesting.
 
 The difference between the market price of the share underlying the
 options granted on the date of grant of option and the exercise price
 of the option are expensed over the vesting period as per the SEBI
 guidelines. The net impact of the movement in option grants during the
 period resulted in a charge of Rs. 0.03 Million (Previous Year: Rs.
 2.12 Million) to the Profit & Loss Account during the year.
 
 ESOP - III
 
 During 2005-2006, the Company established the Employee Stock Option
 Scheme 2005 (ESOP 2005) under which 500,000 options have been
 allocated for grant to the employees.  Subsequently, during the year
 2006-2007, the number of options allocated for grant to the employees
 was increased to 2,000,000 options. The Company has obtained
 in-principle approval for listing upto a maximum of 2,000,000 shares
 pursuant to exercise of options granted under the scheme.  Each option
 comprises one underlying equity share of Rs.10/- each. This scheme has
 been formulated in accordance with the Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999. As per the scheme, the Compensation Committee grants
 the options to the employees deemed eligible by the Advisory Board
 constituted for the purpose. The options are granted at a price, which
 is not less than 85% of the average market price of the underlying
 shares based on the quotation on the Stock Exchange where the traded
 volume is the highest for 15 days prior to the date of grant. The
 shares granted vest over a period of 1 to 4 years and can be exercised
 over a maximum period of 3 years from the date of vesting.
 
 The difference between the market price of the share underlying the
 options granted on the date of grant of option and the exercise price
 of the option are expensed over the vesting period as per the SEBI
 guidelines. The net impact of the movement in option grants during the
 period resulted in a charge of Rs. 2.43 Million (Previous Year: credit
 of Rs. 8.24 Million) to the Profit & Loss Account during the year.
 
 ESOP - IV
 
 During 2008-2009, the Company established the Employee Stock Option
 Scheme 2008 (ESOP 2008) under which 2,000,000 options have been
 allocated for grant to the employees. The Company has obtained
 in-principle approval for listing upto a maximum of 2,000,000 shares
 pursuant to exercise of options granted under the scheme. Each option
 comprises one underlying equity share of Rs.10/- each. This scheme has
 been formulated in accordance with the Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999. As per the scheme, the Compensation Committee grants
 the options to the employees deemed eligible by the Advisory Board
 constituted for the purpose. The options are granted at a price, which
 is not less than 85% of the average market price of the underlying
 shares based on the quotation on the Stock
 
 Exchange where the traded volume is the highest for the 15 days prior
 to the date of grant. The shares granted vest over a period of 1 to 4
 years can be exercised over a maximum period of 3 years from the date
 of vesting.
 
 The difference between the market price of the share underlying the
 options granted on the date of grant of option and the exercise price
 of the option are expensed over the vesting period as per the SEBI
 guidelines. The net impact of the movement in option grants during the
 period resulted in a charge of Rs. 3.75 Million (Previous Year : Rs.
 0.54 Million) to the Profit & Loss Account during the year.
 
 Method Used for Accounting for Share Based Payment Plan:
 
 The Company has used intrinsic value method to account for the
 compensation cost of stock option to employees of the Company.
 Intrinsic value is the amount by which the quoted market price of the
 underlying share exceeds the exercise price of the option.
 
 Fair Value Methodology
 
 The fair value of options used to compute proforma net income and
 earnings per equity share have been estimated on the date of grant
 using Black-Scholes model.
 
 The key assumptions used in Black-Scholes model for calculating fair
 value is: risk-free interest rate of 8%, expected life: 3 years,
 
 expected volatility of share: 48.39% (Previous Year: 34.267%) and
 expected dividend yield: 0% (Previous Year: 0.71%).  The variables
 detailed herein represent the average of the assumptions during the
 pendency of the grant dates.
 
 The impact on the EPS of the Company if fair value method is adopted is
 given below:
 
 II.13. Others
 
 1.  Estimated amount of contracts, remaining to be executed on capital
 account and not provided for (net of advances paid) Rs. 3.41 Million
 (Previous year - Rs 6.05 Million)
 
 2.  Unclaimed Dividend of Rs. 0.59 Million as at March 31, 2011
 (Previous Year - Rs. 0.64 Million) represent dividends not claimed for
 earlier years. During the current year, the Company has transferred Rs.
 0.05 Million (Previous Year Rs. 0.10 Million) to Investor Education and
 Protection Fund. As on March 31, 2011, no portion of the unclaimed
 dividends are outstanding for a period of seven years from the due date
 of payment, requiring a transfer to Investor Education and Protection
 Fund.
 
 3.  Cash & Cash Equivalents include balance with Scheduled Banks on
 Dividend Account of Rs. 0.59 Million (Previous Year - Rs. 0.64
 Million), Fixed Deposit of Rs. 5.97 Million (Previous Year - Rs. 25.97
 Million) which are not available for use by the Company. The breakup of
 Cash and Cash Equivalents are given in Schedule I of financial
 statements.
 
 Direct Taxes paid and Others in the Cash Flow Statement includes
 outflows on account of permitted utilisations from the BRR of Rs. 20.91
 Million (Previous Year - Rs. 43.56 Million) and Direct Taxes of Rs.
 36.10 Million (Previous Year - Rs. 44.14 Million).
 
 4.  Other Provisions comprises of -
 
 Provision for Redemption      - Rs. 1,140.35 Million
 
 Premium on FCCBs (Previous Year Rs. 612.71 Million)
 
 Provision for Other Long      - Rs. 79.20 Million
 
 Term Employee Benefits (Previous Year: Rs. 628.60 Million)
 
 Differential Interest on      - Rs. 80.79 Million
 
 Restructured FCCBs (Previous Year: Rs. 203.06 Million)
 
 MTM Losses on Option          - Rs. Nil
 
 Contracts (Previous Year: Rs. 0.95 Million)
 
 5.  Personnel Cost for the year includes expenditure on Research and
 Development of Rs. 107.42 Million (Previous year - Rs. 85.14 Million).
 This is as certified by the management and relied upon by the auditors.
 
 6.  A director of the Company has provided a personal guarantee in
 respect of short term loans from Banks/ Financial Institutions included
 in Schedule D and Schedule E of the financial statements. Further,
 portion of promoters shares have also been pledged towards portion of
 these loans.
 
 7.  As per the guidelines on accounting for Derivatives issued by the
 Institute of Chartered Accountants of India, the Company has provided
 for Mark to Market losses of Rs. Nil (Previous Year - Rs. 0.95 Million)
 on outstanding option contracts.
 
 8.  The Company has entered into the following derivative instruments
 for the purposes of hedging the risks associated with foreign exchange
 exposures.
 
 The composition of the plan assets held under the funds managed by
 the Insurer is not provided, since the information is not available.
 
 Payments to Provident fund, a defined contribution plan Rs. 29.18
 Million (Previous Year Rs. 26.15 Million)
 
 10.  The dues to Micro and Small enterprises as defined in The Micro,
 Small & Medium Enterprises Development Act, 2006, are identified by the
 Company based on inquiries with the parties and information available
 with the Company. This has been relied upon by the auditors.
 
 11.  Revenue is net of Rs. 20.62 Million (Previous Year: Rs. 23.87
 Million) being reversal of Unbilled Revenues.
 
 12.  Since the Company prepares consolidated financial statements, no
 segment information is disclosed in these financial statements.
 
 13.  The Company purchases hardware and software to fulfill its
 obligations under contracts for sale of its Products.
 
 There were no inventory of such hardware/software at the beginning and
 end of the year. No quantitative information of purchases of
 hardware/software items have been disclosed since none of the
 individual items of such purchases constitute more than 10% of the
 total value of Purchases of hardware and / software.
 
 14.  The Company has International transactions with Associated
 Enterprises which are subject to Transfer Pricing regulations in India.
 The Management of the company is of the opinion that such transactions
 with Associated Enterprises are at arms length and hence in compliance
 with the aforesaid legislation and consequently that, these
 transactions do not have any impact on the financials statements,
 particularly on account of tax expense and that of provision for
 taxation.
 
 15.  Previous years figures have been regrouped to conform to the
 classifications for the current year.
Source : Dion Global Solutions Limited
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