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Notes to Accounts of Saksoft Ltd.

Mar 31, 2015

Note 1: Additional notes a. Contingent Liabilities

As at As at March 31,2015 March 31,2014

1. Income-tax matters 36.15 27.97

2. Service-tax matters 32.61 32.61

3. Guarantee given to Banks to facilitate Credit to Subsidiary Company 125.06 -

The future cash outflows on items 1 & 2 above are determinable only on receipt of the decision or judgment that is pending at various forums and authorities. The company does not expect the outcome of these proceedings to have an adverse material effect on the financial results.

e. Related party disclosures

Enterprises in which key management personnel exercise significant influence :

Sak Industries Private Limited

Sak Industries Inc

Sak Abrasives Inc

Sakserve Private Limited

Saksoft Employees Welfare Trust

Saksoft Employees Gratuity Trust

Sonnet Trade & Investments Private Limited.

Sak Industries Pte Ltd

Subsidiaries and step down subsidiaries and Joint Venture :

Saksoft Inc, USA

Saksoft Pte Ltd, Singapore

Saksoft GmbH, Germany

Saksoft Solutions Limited, UK

Acuma Solutions Limited, UK

Acuma Software Limited, UK

Electronic Data Professionals Inc, USA

Saksoft FR SARL, France

ThreeSixtyLogica Testing Services Pvt Ltd, India

ThreeSixtyLogica Testing Services Inc, USA

Key management personnel :

Mr Aditya Krishna - Managing Director

Mr Niraj Kumar Ganeriwal-CFO

Mr Narayan S-Company Secretary(Resigned on 4th Nov 2014)

Mr Vivekanandan Babu- Company Secretary

Relatives of Key Managerial Personnel :

Ms Kanika Krishna - Director

Ms Avantika Krishna - Employee

h. Employee Stock option plans (''ESOP'')

ESOP 2006 Plan

The ESOP 2006 Plan was introduced by the Company in 2006 under which the Company grants options from time to time to employees of the Company and its subsidiaries. This Plan was approved by the Board of Directors in January 2006 and by the shareholders in February 2006. The Plan issued in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is administered by the Saksoft Employees Welfare Trust (''the Trust) through the compensation committee. The Trust purchased the shares of the Company using the proceeds of loans obtained from the Company and administers the allotment of shares to employees and other related matters. The eligible employees exercise the options under the terms of the Plan at an exercise price, which equals the fair value on the date of the grant, until which the shares are held by the Trust.

The Company has allotted 582,460 equity shares of H10 each to the Trust to give effect to the ESOP Plan. As at the balance sheet date, the employees have exercised 27,500 options under this Plan and accordingly 554,960 equity shares of H10 each represent shares held by the Trust. During the year no options have been granted under this plan.

The details of options granted under this ESOP 2006 plan are:

ESOP 2009 Plan

The ESOP 2009 Plan was introduced by the Company in 2009 under which the Company grants options from time to time to employees of the Company and its subsidiaries. This Plan issued in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 received the consent of the shareholders in December 2009. Further the scheme was amended at the AGM held on 26th September 20l4to increase the exercise period from 5 to 10 years.

The plan considers an aggregate of 1,000,000 options to be vested and exercised in accordance with the ESOP 2009 plan as approved by the Nomination and Remuneration Committee. The outstanding options available for exercise under the ESOP 2009 as on 31st March 2015 is 250,000 options.

During the year the Board of Directors have allotted 125,000 equity shares consequent to the exercise of options by certain eligible employees of the Company who were granted options on 3rd December 2010 at grant price of Rs.44.25 per option under ESOP 2009 plan. Subsequent to the exercise, the listing and trading approval was obtained from National Stock Exchange on 24th July 2014 for 95,000 shares and 24th December 2014 for 30,000 shares. The paid up share capital of the Company after allotment of 125,000 equity shares stands at 10,360,000 Equity Shares as of 31st March 2015

Apart from the above allotment, during the year the Nomination and Remuneration Committee has granted to eligible employees of Saksoft Limited & Subsidiary 50,000 options on 8th July 2014 at a grant price of Rs.93/- and 100,000 options on 26th September 2014 at a grant price of Rs. 138.70/-.

The details of the ESOP 2009 Plan are:

Notes forming part of the Financial Statements for the year ended 31 March 2015

(All amounts are in Indian rupees millions, except share data and as otherwise stated)

j. Dues to Micro and small enterprises

The Company has initiated the process of obtaining confirmation from suppliers who have registered under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the information available with the company there is no amount outstanding as on 31.03.2015. There are no overdue principle amounts and therefore no interest is paid or payable.

k. The company has adopted useful lives of fixed assets in line with the Companies Act 2013 with effect from 1st April 2014 for providing depreciation. The depreciation for the year ended is higher by Rs.0.77 million respectively with consequential effect on Profit Before Tax by this amount. The amount of depreciation charged to retained earnings is Rs.0.49 million.

l. Prior year figures have been regrouped, wherever necessary to conform to the current year''s classification.


Mar 31, 2014

Background

Saksoft Limited (''Saksoft'' or ''the Company'') is an Information Technology Company. Saksoft provides end-to-end business solutions that leverage technology and enables its clients to enhance business performance. The Company provides the entire gamut of software solutions including consulting, design, development, re-engineering, systems integration, implementation and testing.

1. Additional notes:

a. Scheme of Amalgamation

A) Disclosure in respect of Amalgamation in accordance with Accounting Standard (AS) 14 - Accounting for Amalgamation.

a) Names and general nature of Business of the Amalgamating Companies:

Names:

Transferor Company - Synetairos Technologies Limited

Transferee Company - Saksoft Limited

General nature of Business:

Transferor Company - Development and maintenance of computing software

Transferee Company - Analysis, design, development and implementation of computer software.

b) Effective date of Amalgamation for accounting purposes : 01-04-2013

c) Method of Accounting used to reflect Amalgamation : Pooling of Interest Method

d) Particulars of the Scheme sanctioned

i) The Authorised Share Capital of the Transferee Company is increased by transfer of the Authorised Share

Capital of the Transferor Company aggregating Rs. 1 million, comprising of 100,000 Equity Shares of Rs. 10/- each.

ii) Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, shares held by the Transferee Company along with nominee in the Transferor Company shall be cancelled and extinguished. Accordingly there will be no issue and allotment of equity shares by the Transferee Company to the shareholders of the Transferor Company.

iii) The Value of all assets and liabilities of the Transferor Company, as on the appointed date, at their respective book values vest with the Transferee Company.

iv) The Inter-Corporate deposits/loans and advances, receivables/payables outstanding as on the Appointed date between the Transferee Company and Transferor Company shall stand cancelled.

v) Treatment of difference between the share capital of Transferor Company and Book value of investment in the books of the Transferee Company:

Book Value of Investment in Transferee Company Rs. 24,103,768

Less : Share Capital of Transferor Company Rs. 643,410

Difference adjusted against Surplus in statement of Profit & Loss and General Reserve. Rs. 23,460,358

vi) In terms of the Scheme the Transferor Company continued the Operations as Trustee of Transferee Company. The results of such operations have been duly incorporated in the accounts of the Transferee Company.

vii) The Scheme of Amalgamation of Transferor Company with Transferee Company was sanctioned by the Hon''ble High Court of Madras, vide its Order dated 17th July 2014 and accordingly these accounts have been prepared giving effect to the Scheme of Amalgamation.

b. Revision of Accounts

The Financial Statements for the year ended 31st March 2014 approved by the Board of Directors in their meeting held on 26th May 2014 and reported upon by the statutory auditors, have been revised to give effect to the order of the Hon''ble High Court of Madras, dated 17th July 2014 sanctioning the scheme of amalgamation of Synetairos Technologies Limited, a wholly owned subsidiary of the Company with itself. These revised Financial Statements have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on 4th August 2014.

c. Contingent Liabilities

As at As at Particulars March 31, 2014 March 31, 2013

Income-tax matters 27.97 22.78

Service-tax matters 32.61 32.61

d. Employee Stock Option Plans (''ESOP'')

ESOP 2006 Plan

The ESOP 2006 Plan was introduced by the Company in 2006 under which the Company grants options from time to time to employees of the Company and its subsidiaries. This Plan was approved by the Board of Directors in January 2006 and by the shareholders in February 2006. The Plan issued in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is administered by the Saksoft Employees Welfare Trust (''the Trust) through the compensation committee. The Trust purchased the shares of the Company using the proceeds of loans obtained from the Company and administers the allotment of shares to employees and other related matters. The eligible employees exercise the options under the terms of the Plan at an exercise price, which equals the fair value on the date of the grant, until which the shares are held by the Trust.

The Company has allotted 582,460 equity shares of Rs.10 each to the Trust to give effect to the ESOP Plan. As at the balance sheet date, the employees have exercised 27,500 options under this Plan and accordingly, 554,960 equity shares of Rs 10 each represent shares held by the Trust. During the year no options have been granted under this plan.

ESOP 2009 Plan

The ESOP 2009 Plan was introduced by the Company in 2009 under which the Company grants options from time to time to employees of the Company and its subsidiaries. This Plan issued in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 received the consent of the shareholders in December 2009.

The plan considers an aggregate of 5,00,000 options to be vested and exercised in accordance with the ESOP 2009 plan as approved by the Compensation Committee. The outstanding options available for vesting under the ESOP 2009 as on 31st March 2014 is 3,05,000 options.

During the year the Board of Directors have allotted 70,000 equity shares consequent to the exercise of options by certain eligible employees of the Company who were granted options on 3rd December 2010 at grant price of Rs. 42.50 per option under ESOP 2009 plan. Subsequent to the exercise, the listing and trading approval was obtained from National Stock Exchange on 24th March 2014. The paid up share capital of the Company after allotment of 70,000 equity shares stands at 1,02,35,000 Equity Shares as of 31st March 2014.

Apart from the above allotment, during the year the Compensation Committee has granted 50,000 options to an eligible employee of subsidiary of Saksoft Limited on 4th July 2013 at a grant price of Rs. 41.55/-.

g. Dues to Micro and small enterprises

The Company has initiated the process of obtaining confirmation from suppliers who have registered under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the information available with the company there is no amount outstanding as on 31.03.2014. There are no overdue principle amounts and therefore no interest is paid or payable.

h. Current year''s figures are not comparable with previous year''s figures due to amalgamation of Synetairos Technologies Limited, a wholly owned subsidiary of the company with itself with effect from 1st April 2013.

j. Proposed Dividend

Proposed Dividend Includes a sum of Rs. 2,37,500 being the dividend on 95,000 shares allotted under ESOP 2009 Scheme after 31st March 2014 and before the book closure.


Mar 31, 2013

1. Background

Saksof Limited (''Saksof'' or ''the Company'') is an Informaton technology Company. Saksof provides end-to-end business solutons that leverage technology and enables its clients to enhance business performance. The Company provides the entre gamut of sofware solutons including consultng, design, development, re-engineering, systems integraton, implementaton and testng.

2. Additonal notes

a. Contngent Liabilites As at As at

Partculars March 31, 2013 March 31, 2012

Income-tax maters 34.72 26.70

Service-tax maters 32.61 32.61

a. Related party disclosures

Enterprises in which key management personnel exercise signifcant infuence

Sak Industries Private Limited

Sak Abrasives Limited

Sakserve Private Limited

Saksof Limited Employees Welfare Trust

Saksof Limited Employees Gratuity Trust

Sonnet Investments Private Limited.

Sak Industries Pte Ltd

Subsidiaries and step down subsidiaries Saksof Inc, USA

Saksof Pte Ltd, Singapore Saksof GmbH, Germany Saksof Investments Private Limited, UK Acuma Solutons Limited, UK Acuma Sofware Limited, UK Electronic Data Professionals, USA Synetairos Technologies Limited Key Management Personnel Mr Aditya Krishna – Managing Director

b. Segment informaton

The Company''s operatons primarily relate to providing informaton technology (''IT'') services. Accordingly, the Company operates in a single segment, which represents the primary segment. Secondary segmental reportng is performed on the basis of the geographical locaton of customers.

c. Employee Stock Opton Plans (''ESOP'')

ESOP 2006 Plan

The ESOP 2006 Plan was introduced by the Company in 2006 under which the Company grants optons from tme to tme to employees of the Company and its subsidiaries. This Plan was approved by the Board of Directors in January 2006 and by the shareholders in February 2006. The Plan issued in accordance with Securites and Exchange Board of India (Employee Stock Opton Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is administered by the Saksof Employees Welfare Trust (''the Trust) through the compensaton commitee. The Trust purchased the shares of the Company using the proceeds of loans obtained from the Company and administers the allotment of shares to employees and other related maters. The eligible employees exercise the optons under the terms of the Plan at an exercise price, which equals the fair value on the date of the grant, untl which the shares are held by the Trust.

The Company has alloted 582,460 equity shares of Rs.10 each to the Trust to give efect to the ESOP Plan. As at the balance sheet date, the employees have exercised 27,500 optons under this Plan and accordingly, 554,960 equity shares of Rs 10 each represent shares held by the Trust. During the year the Compensaton Commitee had granted 2,00,000 optons under ESOP 2006 at the rate of Rs.45.05 per opton.

ESOP 2009 Plan

The ESOP 2009 Plan was introduced by the Company during the year under which the Company grants optons from tme to tme to employees of the Company and its subsidiaries. This Plan issued in accordance with the Securites and Exchange Board of India (Employee Stock Opton Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 received the consent of the shareholders in December 2009.

The plan considers an aggregate of 5,00,000 optons to be vested and exercised in accordance with the ESOP 2009 plan as approved by the Compensaton Commitee. The outstanding optons available for vestng under the ESOP 2009 as on 31st March 2013 is 3,75,000 optons.

d. Dues to Micro and small enterprises

The Company has initated the process of obtaining confrmaton from suppliers who have registered under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the informaton available with the company there is no amount outstanding as on March 31, 2013. There are no overdue principle amounts and therefore no interest is paid or payable.

e. Prior year comparatves have been regrouped / reclassifed, wherever necessary, to conform to the current year''s presentaton.


Mar 31, 2012

Not Available


Mar 31, 2010

1. Background

Saksof Limited (Saksof or the Company) is a mid-sized Informaton technology Company. Saksof provides end-to-end business solutons that leverage technology and enables its clients to enhance business performance. The Company provides the entre gamut of sofware solutons including consultng, design, development, re-engineering, systems integraton, implementation and testng.

2.a. Capital commitiments and contngencies

Partculars As at As at March 31, 2010 March 31, 2009

Estmated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for 675 22,676

Income-tax maters 12,494 4,709

The whole-time directors are covered under the Companys group gratuity scheme along with other employees of the Company. Contribution to gratuity is based on actuarial valuation done on an overall Company basis and hence is excluded above.

The remuneration payable to the Whole time directors of the Company is in excess of the limits prescribed under the Companies Act, 1956 by Rs 5,300. The Company is in the process of making an application to the Central Government for approval in respect of such excess amount. Pending such approval the excess amount of Rs. 5,300 paid to them has been shown as recoverable under Schedule 10 to the financial statements.

During the year the Company has provided for Commission of Rs. 324 (previous year - Rs.500) to non whole time Directors as approved by the Shareholders at the Annual General Meeting.

* The Company depreciates fxed assets based on estmated useful lives that are lower than those implicit in schedule XIV of the Companies Act, 1956. Accordingly the rates of the depreciation used by the Company are higher than the minimum prescribed by the Schedule XIV.

h. Quanttatve details

The Company is primarily engaged in the development and maintenance of computer sofware and IT related services. The production and sale of such sofware etc cannot be expressed in any generic unit. Hence, it is not possible to give the quanttatve details of sales and certain information as required under paragraphs 3,4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

i. Related party disclosures

Enterprises in which key management personnel exercise signifcant infuence

Sak Industries Private Limited

Sak Technologies Limited

Sak Abrasives Limited

Sakserve Private Limited

Saksof Limited Employees Welfare Trust

Saksof Limited Employees Gratuity Trust

Sonnet Investiments Pvt. Ltd.

Sak Industries Pte Ltd

Subsidiaries and step down subsidiaries

Saksof Inc, USA

Saksof Pte Ltd, Singapore

Saksof GmbH, Germany

Saksof Investiments Pvt Limited, UK

Acuma Solutons Limited, UK

Acuma Sofware Limited, UK

Acuma Holdings Limited, UK

GA Information Systems Limited, UK

GA Information Services Limited, UK

Saksof Pty Limited, Australia

(Refer note 3 (q) of Schedule 17)

Key management personnel

Mr Aditya Krishna - Managing Director

Mr N K Subramaniyam - Whole Time Director

(w.e.f September 25, 2008)

Mr. V. Ramanathan - Whole Time Director

(resigned on October 1, 2008)

k. Segment informaton

The Companys Operations primarily relate to providing informaton technology (IT) services. Accordingly, the Company operates in a single segment, which represents the primary segment. Secondary segmental reportng is performed on the basis of the geographical location of customers.

Fixed assets used in the Companys business, assets or liabilites contracted, other than those specifcally identfable, have not been identfed to any of the reportable segments, as the fxed assets are used interchangeably between segments.

l. Employee Stock option plans (ESOP)

ESOP 2006 Plan

The ESOP 2006 Plan was introduced by the Company in 2006 under which the Company grants optons from time to time to employees of the Company and its subsidiaries. This Plan was approved by the Board of Directors in January 2006 and by the shareholders in February 2006. The Plan issued in accordance with Securites and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is administered by the Saksof Employees Welfare Trust (the Trust) through the Compensation Committee. The Trust purchased the shares of the Company using the proceeds of loans obtained from the Company and administers the allotiment of shares to employees and other related maters. The eligible employees exercise the optons under the terms of the Plan at an exercise price, which equals the fair value on the date of the grant, untill which the shares are held by the Trust.

The Company has alloted 582,460 equity shares of Rs.10 each to the Trust to give effect to the ESOP Plan. As at the balance sheet date, the employees have exercised 27,500 optons under this Plan and accordingly, 554,960 equity shares of Rs 10 each represent shares held by the Trust.

ESOP 2009 Plan

The ESOP 2009 Plan was introduced by the Company during the year under which the Company grants optons from time to time to employees of the Company and its subsidiaries. This Plan issued in accordance with the Securites and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 received the consent of the shareholders in December 2009.

The plan considers an aggregate of 500,000 optons to be vested and exercised in accordance with the ESOP 2009 plan as approved by the Compensation Committee. As at the balance sheet date, the Compensaton Committee has approved the grant of 120,000 optons (date of grant: 23rd December 2009) to eligible employees of the Company and its subsidiaries at an exercise price of Rs.70.65 per opton.

m. Dues to Micro and small enterprises

The management has identfed enterprises which have provided goods and services to the Company and which qualify under the defnition of micro and small enterprises, as defned under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2010 has been made in the financial statements based on information received and available with the Company and relied upon by auditors. Further in the view of the management, the impact of the interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

n. The advance towards share capital of Saksof Investiments Private Limited, UK has been converted into 2,401,000 5% redeemable preference share of GBP 1 each during the year.

o. The Company had applied for voluntary deregistration of Saksof Pty. Ltd. The Australian Securites and Investiments Commission has vide leter dated June 9, 2009, accorded approval for deregistration of Saksof Pty Ltd.

p. Prior year comparatves have been regrouped / reclassifed, wherever necessary, to conform to the current years presentaton.

 
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