(a) Basis of preparation of financial statements
The financial statements of Zensar Technologies Limited are prepared
under historical cost convention as a going concern on accrual basis
and to comply in all material aspects with all the applicable
accounting principles in India, the applicable Accounting Standards
notified under section 211(3C) and other relevant provisions of the
Companies Act, 1956 (the Act).
(b) Use of estimates
The preparation of financial statements requires Management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent liabilities on the date
of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from these
estimates. Any revision to accounting estimates is recognised
prospectively in the current and future periods.
(c) Revenue Recognition
Revenues from software development and allied services consist of
revenues earned from time and material and fixed price contracts.
Revenue from time and material contracts are recognised as the related
services are performed. Revenues from fixed price engagements are
recognized using the percentage-of-completion method of accounting. The
cumulative impact of any revision in estimates of the percent complete
is reflected in the period in which the change becomes known.
Provisions for estimated losses on such engagements are made during the
period in which a loss becomes probable and can be reasonably
estimated. Amounts included in the financial statements, which relate
to recoverable costs and accrued profits not yet billed on contracts,
are classified in current assets as Accrued Income (Unbilled Services).
Billings on incomplete contracts in excess of accrued costs and accrued
profits are classified in current liabilities. Revenue from the sale of
user licenses for software applications is recognised on transfer of
the title
(d) Income from Investments
(i) Profit on sale of investments is recorded on transfer of title from
the Company and is determined as the difference between the sale price
and the then carrying amount of the investment.
(ii) Dividend income is recognised when the Companys right to receive
dividend is established.
(iii) Interest income on time deposits is recognised using the time
proportion method based on underlying interest rates.
(e) Software development expenses
Application software and software purchased for use in the development
of software for customers is charged to revenue over the life of the
project.
(f) Fixed Assets, Intangible Assets and Capital Work-in-Progress
Fixed assets are stated at actual cost less accumulated depreciation.
Cost of Fixed Asset comprises purchase price, duties, levies and any
directly attributable costs of bringing the asset to its working
conditions for the intended use, less CENVAT credit.
Intangible assets are recorded at the consideration paid for
acquisition. Internally generated intangible asset arising from
development activity is recognised at cost on demonstration of its
technical feasibility, the intention and ability of the Company to
complete, use or sell it, only if, it is probable that the asset would
generate future economic benefit and the expenditure attributable to
the said assets during its development can be measured reliably.
Intangible assets are carried at cost less accumulated amortization.
Capital Work-in-Progress includes advances paid to acquire fixed
assets, and the costs of fixed assets that are not ready for their
intended use at the balance sheet date.
(g) Depreciation
Depreciation on fixed assets is computed on the straight- line method
over their useful lives at rates which are higher than the rates
(except for Building) prescribed under Schedule XIV of the Companies
Act, 1956. Individual assets acquired for less than Rs. 5,000 are
entirely depreciated in the year of acquisition.
(h) Impairment
The management periodically assesses, using external and internal
sources whether there is an indication that an asset may be impaired.
If an asset is impaired, the Company recognises an impairment loss as
the excess of the carrying amount of the asset over the recoverable
amount.
(i) Investments
Investments are classified as current investments and long-term
investments based on the Managements intention at the time of
purchase. Long-term investments are carried at cost and provision is
made to recognise any diminution, other than temporary, in the value of
such investment. Current investments are carried at lower of cost and
fair market value. Also refer paragraph (k) (iii) below.
(j) Employee Retirement Benefits: i. Superannuation:
The Company has Defined Contribution Plans for Post employment benefits
for all employees in the form of Superannuation Fund administered by
Life Insurance Corporation and Family Pension Fund administered by
Regional Provident Fund Commissioner. These funds are classified as
defined contribution plans as the Company has no further obligation
beyond making the contributions. The Companys contributions to Defined
Contribution Plans are charged to the Profit and Loss Account as and
when incurred.
ii. Gratuity:
The Company has a defined benefit plan for Post- employment benefit in
the form of Gratuity for all employees, who are administered through
Life Insurance Corporation (LIC), AVIVA Life Insurance Company Private
Limited (AVIVA) and a trust which is administered by the trustees.
Liability for above defined benefit plan is provided on the basis of
actuarial valuation, as at the Balance Sheet date, carried out by an
independent actuary. The actuarial method used for measuring the
liability is the Projected Unit Credit method.
iii. Provident Fund:
The Company has a post-employment benefit plan in the form of provident
fund for all the employees, administered through a trust. Liability for
this plan is charged based on contributions. Further, the Company has
an obligation to make good the shortfall, if any, between the return
from the investments of the trust and the notified interest rate.
iv. Compensated Absences:
Liability for Compensated Absences is provided on the basis of
valuation, as at the Balance Sheet date, carried out by an independent
actuary. The Actuarial valuation method used for measuring the
liability is the Projected Unit Credit method. In respect of encashment
of leave, the Defined Benefit Obligation is calculated taking into
account all types of decrement and qualifying salary projected up to
the assumed date of encashment.
v. Termination benefits are recognised as an expense as and when
incurred.
vi. The Actuarial gains and losses arising during the year are
recognised in the Profit and Loss Account of the year without resorting
to any amortisation.
(k) Foreign Currency Transactions
i) Realised gains and losses on foreign currency revenue transactions
are recognised in the Profit and Loss Account.
ii) Monetary current assets and monetary liabilities denominated in
foreign currency at the year-end are translated at the year-end
exchange rates, and the resulting exchange differences are recognised
in the Profit and Loss Account, except for the
exchange differences arising on a monetary item that, in substance,
forms a part of the Companys net investment in a non-integral foreign
operation, which are accumulated in a Foreign Currency Translation
Reserve until the disposal of net investment.
iii) Investments in overseas subsidiaries and jointly owned entities
are recognised at the relevant exchange rates prevailing on the dates
of allotment of the investments.
(l) Financial instruments
The Company early adopted Accounting Standard (AS) 30 Financial
Instruments: Recognition and Measurement issued by the Institute of
Chartered Accountants of India, along with the consequent limited
revisions to other accounting standards, except so far as they are in
conflict with other mandatory accounting standards and other regulatory
requirements
Derivative financial instruments
The Company uses foreign exchange forward contracts and options to
hedge its exposure to movements in foreign exchange rates. The use of
these foreign exchange forward contracts and options reduces the risk
or cost to the Company and the Company does not use the foreign
exchange forward contracts or options for trading or speculation
purposes.
Forward and options contracts are fair valued at each reporting date.
Changes in the fair values of forward contracts designated as cash flow
hedges are recognized directly in the Hedging Reserve Account and
reclassified into the Profit and Loss Account upon the occurrence of
the hedged transaction. Changes in fair value relating to the
ineffective portion of the hedges and derivatives not designated as
hedges are recognized in the Profit and Loss Account as they arise.
Non-Derivative Financial Instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity. Financial assets of the Company mainly include cash and
bank balances, sundry debtors, accrued income (unbilled services),
employee travel and other advances, other loans and advances and
derivative financial instruments with a positive fair value. Financial
liabilities of the Company mainly comprise sundry creditors, accrued
expenses and derivative financial instruments with a negative fair
value. Financial assets / liabilities are recognized on the Balance
Sheet
when the Company becomes a party to the contractual provisions of the
instrument.
The Company assesses at each Balance Sheet date whether there is any
objective evidence that a financial asset or group of financial assets
is impaired. If any such indication exists, the Company estimates the
amount of impairment loss as the difference between the assets carrying
amount and undiscounted amount of future cash flows, which is
recognised in the Profit and Loss account.
Short-term receivables with no stated interest rates are measured at
original invoice amount, if the effect of discounting is immaterial.
Non-interest-bearing deposits are discounted to their present value.
The Company measures the short-term payables with no stated rate of
interest at original invoice amount, if the effect of discounting is
immaterial.
(m) Foreign Branches
All income and expenditure transactions of the foreign branches during
the year are included in these Financial Statements at the average rate
of exchange. Monetary assets and liabilities are translated at rates
prevailing on the Balance Sheet date. Non-monetary assets and
liabilities are translated at the rate prevailing on the date of the
transaction. Depreciation on fixed assets is recognised as per the
Companys policy referred to in paragraph 1(g) above. Net gain/loss on
foreign currency translation is recognised in the Profit and Loss
Account.
(n) Employee Stock Option Schemes
Stock options granted to employees under Employee Stock Option Schemes
are accounted as per the accounting treatment prescribed by Employee
Stock Option Scheme and Employee Stock Purchase Scheme Guidelines,
1999, issued by the Securities and Exchange Board of India.
Accordingly, the excess of the market value of the stock options as on
the date of the grant over the exercise price of the options is
recognised as deferred employee compensation and is charged to Profit
and Loss Account over the vesting period. In the case of graded
vesting, the vesting period is determined separately for each portion
of the option. The unamortised portion of the cost is shown under
Reserves and Surplus.
(o) Taxation
Current Tax
Provision for current tax is made and retained in the Accounts on the
basis of estimated tax liability as per the applicable provisions.
Deferred Tax
Deferred tax for timing differences between the book profits and tax
profits is accounted for using the tax rates and laws that have been
enacted or substantively enacted as of the Balance Sheet date. Deferred
tax assets arising from the timing differences are recognised to the
extent there is reasonable certainty that sufficient future taxable
income will be available against which such deferred tax assets can be
realised.
Deferred tax assets are recognised for tax loss and depreciation
carried forward to the extent that the realisation of the related tax
benefit through the future taxable profits is virtually certain and is
supported by convincing evidence that sufficient future taxable profits
can be realised.
Minimum Alternative Tax (MAT)
Minimum Alternative Tax (MAT) credit is recognized as an asset only
when and to the extent there is convincing evidence that the Company
will pay income tax higher than that computed under MAT, during the
period that MAT is permitted to be set off under the Income Tax Act,
1961 (specified period). In the year, in which the MAT credit becomes
eligible to be recognized as an asset in accordance with the
recommendations contained in the guidance note issued by the ICAI, the
said asset is created by way of a credit to the Profit and Loss account
and shown as MAT credit entitlement. The Company reviews the same at
each Balance Sheet date and writes down the carrying amount of MAT
credit entitlement to the extent there is no longer convincing evidence
to the effect that Company will pay income tax higher than MAT during
the specified period.
(p) Provisions and contingent liabilities
Provisions are recognised when the Company has a present obligation as
a result of a past event and, it is probable that an outflow of
resources will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made. Provisions are
determined based on best estimate required to settle the obligation at
the balance sheet date. Provisions are reviewed at each balance sheet
date and adjusted to reflect current best estimates. A disclosure for a
contingent liability is made where there is a possible obligation or a
present obligation that may, but probably will not, require an outflow
of resources.
(q) Earnings per share
The basic earnings per share is computed by dividing the net profit
attributable to equity shareholders for the period
by the weighted average number of equity shares outstanding during the
period. The number of shares used in computing diluted earnings per
share comprises the weighted average shares considered for deriving
basic earnings per share and also the weighted average number of equity
shares which would have been issued on the conversion of all dilutive
potential equity shares. Dilutive potential equity shares are deemed
converted as of the beginning of the period unless they have been
issued at a later date.
2. (a) During the previous year, pursuant to the Scheme of Amalgamation
of the Companys wholly owned Subsidiaries, erstwhile Zensar OBT
Technologies Limited (ZOBT) and Zensar Transformation Services Limited
(ZTSL) (i.e. the transferor companies), were amalgamated with the
Company. The Scheme of amalgamation was sanctioned by the Honble High
Court of Judicature at Bombay vide its order dated April 9, 2010. The
Appointed Date of the Scheme was April 1, 2009. In accordance with
the said Scheme and as per the approval of the Honble High Court of
Judicature at Bombay, net assets of Rs. 1419.68 lakhs of the transferor
Companies were transferred to and vested in the Company with effect
from April 1st, 2009. The Scheme had, accordingly, been given effect to
in the financial statements for the year ended March 31st, 2010.
(b) The amalgamation was accounted for under the pooling of interests
method as prescribed by Accounting Standard (AS-14) issued by the
Institute of Chartered Accountants of India. In accordance with the
scheme, the difference of Rs. 337.25 lakhs between the amount recorded
as share capital issued and the amount of share capital of the
transferor company was adjusted in the General Reserve.
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