Rs. In lacs
A Contingent Liabilities not
Provided for As On March
31, 2011 As On March
31, 2010
I Guarantee issued by the Banks
on Behalf of the Company 12,126.32 9,192.81
II Claims againstthe Company
not acknowledge as debt. - 23.94
III The Company on 3rd April, 2010 has given a Corporate Guarantee to
M/s. Axis Trustee Services Limited acting as the Debenture Trustee of
M/s. Beeta Infocom Pvt. Ltd. in terms of its issue of Non Convertible
Debentures (NCDs) aggregating to Rs. 119 crores outstanding as on 31st
March, 2011, for duly and timely payment of its obligations under the
Issue. Also, the Company had issued a Corporate Guarantee on 18th May,
2009 in favour of M/s. Cisco Systems Capital India Pvt. Ltd (the
Lendor) for guaranteeing the monetary obligations w.r.t. loan availed
by its wholly owned subsidiary i.e M/s.Tulip SWAN IT Services Limited
from the Lendor.
B Foreign Currency Convertible Bonds (FCCB)
USD 0 Million Zero Coupon Foreign Currency Convertible Bonds During
the year 2007-08, the Company issued at par 5 year, Zero Coupon Foreign
Currency Convertible Bond (FCCB) at an Exercise Price of Rs. 227.444
per share (Rs. 1137.22 per share before split of share into 1:5)
aggregating to US$ 150 Million (Rs. 60,405 lacs as on the date of
issue) for financing Capital Expenditures, Overseas Acquisitions and
other expenditure as per RBI Regulation. As per terms and conditions of
the Offering Circular issued by the Company for FCCB, the bonds are
convertible by holders of the Bond (the Bondholders) into fully paid
equity shares of the Company with full voting rights
with par value of Rs. 21- per share (Rs. 10/- per share before split of
share into 1:5) of the Company (the shares) at any time on or after 5th
September, 2007 (or such earlier date as is notified to the Bondholders
by the Company) and prior to the Close of the business on 19th August,
2012 unless previously redeemed, converted or repurchased and
cancelled.
The Bond may redeemed in cash in whole, but not in part, at their Early
Redemption Amount, at the option of the Company at any time on or after
26th August, 2010 and on and prior to 19th August, 2012, subject to
satisfaction of certain conditions. These bonds are redeemable at
144.506% of the principal amount on 26th August, 2012 unless previously
converted, redeemed or purchased and cancelled.
The Company has incurred an expenditure of Rs. 1467.70 lacs towards
issue expenses of these bonds. These expenses have been charged to the
securities premium account as provided under section 78 of the
Companies Act, 1956. Out of the proceeds of the bond issue, Rs. Nil
(Previous year Rs. 68.11 lacs(equivalent to US$ 0.15 Millions)) is
lying infixed deposits at March 31st, 2011 in foreign currency with
Bank of India, London.
The Company has repurchased and cancelled Bonds aggregating to USD
52.999 Million under the Automatic Route, in accordance with the
guidelines issued by the RBI. As on the balance sheet date the
Company''s liability with regard to FCCB has reduced to USD 97.001
million, therefore now upon conversion of bonds number of shares to be
issued are reduced to 17,460,185 equity shares (3,492,037 equity shares
before split of share into 1:5).
C Employees Stock Option Scheme
Consequent to shareholders approval on the Company''s Employees Stock
Option Scheme TULIP ESOS 2011, the Compensation Committee of the
Board of Directors at their meeting held on February 14, 2011, have
granted 27,00,000 stock options convertible into equal number of equity
shares of Rs.2 each to the eligible employees to be vested over a
period of four years at an exercise price of Rs. 164.55, determined as
per the SEBI guidelines.
D. Derivative Instrument
The Company has outstanding foreign exchange forward contract of US5
million (Previous year US5 million) as at 31st March 2011, for
hedging its exposure in respect of highly probable forecast transaction
relating to foreign currency convertible bonds(FCCB) liability.
G In the opinion of the management and to the best of their knowledge
and belief the realisable value of current assets, loans and advances
if realised in ordinary course of business would not be less than the
amount at which they are stated in the balance sheet. The Company has
filed suits for recovery of debt against certain clients but relying on
the opinion of the advocates these have been considered as fully
realisable. Out of book debt outstanding for period more than six
months, Rs. 60 crore of book debt pertains to Beeta Infocom Pvt. Ltd.
on account of assignment of receivables related to SWAN projects on the
basis of percentage completion method, however actual billing milestone
to end client has not yet been reached.
H The Company had no amounts payable to Micro, Small and Medium
Enterprise Suppliers as defined under section 7 of the Micro, Small and
Medium Enterprises Development Act, 2006. The identification of Micro,
Small and Medium Enterprise Suppliers is based on management''s
knowledge of their status.
P The Company operates in single segment i.e., ''Telecom'' and therefore
segment reporting is not applicable. The Company''s own generated
products and services are sold primarily within India and as such there
are no reportable geographical segment. |