indian gaap - march 2003 final - oracle · flexcel international private limited (‘flexcel’), a...

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Note March 31, 2003 March 31, 2002 SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share capital 3 186,577 169,777 Reserves and surplus 4 7,985,628 4,686,198 8,172,205 4,855,975 APPLICATION OF FUNDS FIXED ASSETS 2(c) & 5 Cost 886,752 816,031 Less: Accumulated depreciation 638,412 511,898 Net book value 248,340 304,133 Capital work-in-progress and advances 221,383 2,412 469,723 306,545 INVESTMENTS 2(d) & 6 456,919 200,868 DEFERRED TAX ASSETS 7 31,446 24,860 CURRENT ASSETS, LOANS AND ADVANCES 8 Sundry debtors 2,499,083 1,955,786 Cash and bank balances 5,340,531 2,214,842 Other current assets 32,018 11,274 Loans and advances 793,721 792,856 8,665,353 4,974,758 Less: CURRENT LIABILITIES AND PROVISIONS 9 Current liabilities 1,254,826 528,689 Provisions 196,410 122,367 1,451,236 651,056 NET CURRENT ASSETS 7,214,117 4,323,702 8,172,205 4,855,975 The accompanying notes 1 to 25 are an integral part of the balance sheet. S.R. Batliboi & Associates Rajesh Hukku Y M Kale Chartered Accountants Chairman Director & Managing Director Subramanian Suresh Deepak Ghaisas Nihar Mody Partner Company Secretary Director Chennai Mumbai May 16, 2003 May 16, 2003 i-flex Solutions Limited BALANCE SHEET AS AT MARCH 31, 2003 (All amounts in thousands of Indian rupees)

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Page 1: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Note March 31, 2003 March 31, 2002

SOURCES OF FUNDSSHAREHOLDERS' FUNDSShare capital 3 186,577 169,777 Reserves and surplus 4 7,985,628 4,686,198

8,172,205 4,855,975

APPLICATION OF FUNDSFIXED ASSETS 2(c) & 5Cost 886,752 816,031 Less: Accumulated depreciation 638,412 511,898 Net book value 248,340 304,133 Capital work-in-progress and advances 221,383 2,412

469,723 306,545

INVESTMENTS 2(d) & 6 456,919 200,868

DEFERRED TAX ASSETS 7 31,446 24,860

CURRENT ASSETS, LOANS AND ADVANCES 8 Sundry debtors 2,499,083 1,955,786 Cash and bank balances 5,340,531 2,214,842 Other current assets 32,018 11,274 Loans and advances 793,721 792,856

8,665,353 4,974,758 Less: CURRENT LIABILITIES AND PROVISIONS 9Current liabilities 1,254,826 528,689 Provisions 196,410 122,367

1,451,236 651,056 NET CURRENT ASSETS 7,214,117 4,323,702

8,172,205 4,855,975

The accompanying notes 1 to 25 are an integral part of the balance sheet.

S.R. Batliboi & Associates Rajesh Hukku Y M KaleChartered Accountants Chairman Director

& Managing Director

Subramanian Suresh Deepak Ghaisas Nihar ModyPartner Company Secretary Director

Chennai MumbaiMay 16, 2003 May 16, 2003

i-flex Solutions Limited

BALANCE SHEET AS AT MARCH 31, 2003

(All amounts in thousands of Indian rupees)

Page 2: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

i-flex Solutions Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2003

(All amounts in thousands of Indian rupees)

Year ended Year endedNote March 31, 2003 March 31, 2002

REVENUES 2(e) & 10 5,638,308 4,150,257

Cost of Revenues 11 (2,483,373) (1,566,410)

Gross profit 3,154,935 2,583,847

Selling and marketing expenses 12 (446,230) (481,343) General and administrative expenses 13 (707,944) (614,898) Depreciation and amortisation 2(c) & 5 (133,823) (144,985) INCOME FROM OPERATIONS 1,866,938 1,342,621

(Provision)/Reversal for dimunition in value of investment, net (43,923) 24,172

Profit/(Loss) on sale of investment 35 (51,500) Interest income 14 208,819 66,415 Other income/(expense) 15 (42,129) 36,035 INCOME BEFORE PROVISION FOR INCOME TAXES 1,989,740 1,417,743

Provision for income taxes 2(k) & 16 (245,995) (150,135)

NET INCOME 1,743,745 1,267,608 Profit and loss account, beginning of the year 90,869 119,905 Amount available for appropriation 1,834,614 1,387,513

Transfer to general reserve (1,500,000) (1,250,000) Proposed dividend (93,289) (46,644) Corporate dividend tax (11,953) - Profit and loss account, end of the year 229,372 90,869

Weighted average earnings per share of Rs 5/- each (in Rs.) 2(l) & 21

Basic 47.73 38.03 Diluted 46.86 38.03 Number of shares used in computing earnings per share

Basic 36,532,934 33,328,488 Diluted 37,213,927 33,328,488

The accompanying notes 1 to 25 are an integral part of the statement of profit and loss.

S.R. Batliboi & Associates Rajesh Hukku Y M KaleChartered Accountants Chairman Director

& Managing Director

Subramanian Suresh Deepak Ghaisas Nihar ModyPartner Company Secretary Director

Chennai MumbaiMay 16, 2003 May 16, 2003

Page 3: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

i-flex Solutions Limited

STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2003

(All amounts in thousands of Indian rupees)

Year ended Year endedMarch 31, 2003 March 31, 2002

Cash flows from operating activitiesIncome before provision for income taxes 1,989,740 1,417,743

Adjustments to reconcile income before provision for income taxes to cash provided by operating activities :Depreciation and amortisation 133,823 144,985 (Profit)/loss on retirement/sale of fixed assets, net (424) 343 Profit/(loss) on sale of investment (35) 51,500 Provision for diminution in the value of investments, net 43,923 (24,172) Interest income (208,819) (66,415) Dividend income - (3,311)

Effect of exchange difference on cash and bank balances 12,781 (26,280) Finance charge on leased assets 2,155 2,577 Provision for doubtful advance 7,253 - Provision for doubtful debts, net (18,755) (28,098) 43,276 122,503

1,961,642 1,540,246 Changes in assets and liabilitiesIncrease in sundry debtors (524,541) (808,599) Increase in loans and advances (66,786) (46,554) Increase in current liabilities and provisions 758,630 167,303 49,938 (805,215) Cash from operating activities 2,128,945 735,031 Payment of domestic and foreign income taxes (249,976) (145,248) Net cash from operating activities 1,878,969 589,783

Cash flows from investing activitiesAdditions to fixed assets including capital work in progress (311,574) (230,530) Proceeds from sale of fixed assets 893 207

Increase in bank fixed deposits having maturity of more than 90 days (1,760,000) (1,150,000)

Investment in subsidiaries (24,380) (55,295) Purchase of investments (250,131) (45,000) Proceeds from sale of investment 2,504 48,500 Investment in Joint ventures (7,350) (24,598) Refund of share application money from joint venture 9,038 - Payment of share capital application money for investment in joint venture - (29,620) Interest received 193,401 61,880 Dividends received - 3,311 Net cash (used in) investing activities (2,147,599) (1,421,145)

Cash flows from financing activitiesProceeds from Initial Public Offering ('IPO') 1,780,800 - Payment of IPO related expenses (103,073) - Proceeds from private placement of shares - 441,350 Advance against equity shares to be issued 345 - Repayment of loan from Employee Stock Purchase Scheme ('ESPS') Trust 23,723 8,549 Payment of dividend (46,644) (41,596) Payment of corporate dividend tax - (4,243) Payment for lease obligations (8,393) (7,683) Net cash provided by financing activities 1,646,758 396,377

Effect on exchange difference on cash and bank balances (12,781) 26,280

Net increase/(decrease) in cash and cash equivalents 1,365,347 (408,705) Cash and cash equivalents at beginning of the year 1,062,893 1,471,598 Cash and cash equivalents at end of the year 2,428,240 1,062,893

Page 4: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Note :The reconciliation to the cash and bank balances as given in Note 8(b) is as follows :

Cash and bank balances, per Note 8(b) 5,340,531 2,214,842 Less: Bank deposits having maturity of more than 90 days (2,910,000) (1,150,000) Unclaimed dividend account (2,291) (1,949)

2,428,240 1,062,893

The accompanying notes 1 to 25 are an integral part of this statement.

S.R.Batliboi & Associates Rajesh Hukku Y M KaleChartered Accountants Chairman Director

& Managing Director

Subramanian Suresh Deepak Ghaisas Nihar ModyPartner Company Secretary Director

Chennai MumbaiMay 16, 2003 May 16, 2003

Page 5: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

i-flex Solutions Limited

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2003

(All amounts in thousands of Indian rupees, unless otherwise stated)

1. BACKGROUND i-flex Solutions Limited ('i-flex' or 'the Company'), a public limited company, was incorporated in India with limited liability on September 27, 1989. The Company’s principal shareholder is OrbiTech Limited (‘Orbitech’) with shareholding of 43.19 per cent. Orbitech is a 100 per cent subsidiary of Citicorp Technology Holdings Inc, USA. In June 2002, the Company completed an Initial Public Offering (“IPO”) and issued 3,360,000 equity shares of Rs 5/- each at a price of Rs 530/- per share. Concurrently, 601,700 equity shares held by existing shareholders were also offered for sale. Consequently, on June 28, 2002, the equity shares of the Company were listed on the National Stock Exchange of India and The Stock Exchange, Mumbai. The Company has unilateral/joint control in the following entities: �� i-flex Solutions b.v. (‘i-flex b.v.’), a 100 per cent owned subsidiary company

incorporated in May 2000 under the laws of The Netherlands; �� i-flex Solutions Pte ltd, (‘i-flex Pte’), a 100 per cent owned subsidiary company

incorporated in November 2001 under the laws of Singapore; �� i-flex Solutions inc, (‘i-flex inc.’), a 100 per cent owned subsidiary company

incorporated in December 2001 under the laws of the United States of America. �� DotEx International Limited (‘DotEx’), a 49 per cent joint venture company incorporated

in June 2000 under the Indian laws; and �� Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture

company incorporated in March 2001 under Indian laws. The Company is principally engaged in the business of providing information technology solutions to the financial services industry worldwide. i-flex has a suite of banking products, which caters to the needs of corporate, retail and investment banking as well as treasury operations. The Company also provides consulting services and develops bespoke software for its customers from the financial services industry. The Company derives a substantial portion of its revenues from the overseas markets. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation The financial statements are prepared under the historical cost convention, on the accrual basis of accounting, in conformity with accounting principles generally accepted in India and in accordance with the accounting standards referred to in section 211(3C) of the Companies Act, 1956 ('the Act'). The significant accounting policies adopted by the Company, in respect of the financial statements are set out below.

Page 6: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

(b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. (c) Fixed assets and depreciation Fixed assets including assets under finance lease arrangements are stated at cost less accumulated depreciation. The Company capitalises all direct costs relating to the acquisition and installation of fixed assets. Depreciation is provided pro-rata to the period of use, on the written down value method, at the rates specified in Schedule XIV to the Act or based on the estimated useful life of assets, whichever is higher. Vehicles under finance leases are amortised over the useful life or lease term, as appropriate (four to five years). The rates at which fixed assets are depreciated are as follows:

%

Improvement to leasehold premises 35 Buildings 15 Computer equipment 60 Electrical and office equipment 35 Furniture and fixtures 35

The Company purchases certain application software for internal use. It is estimated that such software has a relatively short useful life, usually less than one year. The Company, therefore, charges to income the cost of acquiring such software. Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and the cost of fixed assets not put to use before such date are disclosed under ‘Capital work-in-progress’. (d) Investments Trade investments refer to the investments made with the aim of enhancing the Company’s business interests in providing information technology solutions to the financial services industry worldwide. Long term investments are stated at cost less provision for diminution on account of other than temporary decline in the value of the investment. Current investments are stated at lower of cost and fair value. (e) Revenue recognition Revenues are recognised as follows: (i) Product licenses and related revenues:

- License fees, on delivery and subsequent milestone schedule as per the terms of the contract with the end user.

- Product maintenance revenues, over the period of the maintenance contract - Implementation/Enhancement services are recognised upon the percentage of

completion method based on the proportion of efforts spent to total efforts to complete or on the basis of contractually determined milestones as certified by the customer and as the services are provided for time and material contracts. Provisions for estimated losses, if any, on uncompleted contracts are recorded in

Page 7: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

the period in which such losses become probable based on current contract estimates.

(ii) Software development services are recognised upon the percentage of completion

method based on the proportion of efforts spent to total efforts to complete or on the basis of contractually determined milestones as certified by the customer and as the services are provided for time and material contracts. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on current contract estimates.

Reimbursable expenses for projects are invoiced separately to customers and although reflected as sundry debtors to the extent outstanding as at year-end, are not included as revenues or expenses. (f) Foreign currency transactions Foreign currency transactions during the year are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency denominated assets and liabilities are translated into rupees at the rates of exchange prevailing at the date of the balance sheet. All exchange differences are dealt with in the statement of profit and loss, except for those relating to the acquisition of fixed assets, which are adjusted, if material, in the cost of the fixed assets. (g) Research and development expenses for software products Research and development costs are expensed as incurred. Software product development costs are expensed as incurred until technological feasibility is established. Software product development costs incurred subsequent to the achievement of technological feasibility are not material and are expensed as incurred. (h) Retirement benefits Retirement benefits to employees comprise payments to gratuity, superannuation and provident funds as per the approved schemes of the Company. The Company has schemes of retirement benefits of provident fund, superannuation fund and gratuity fund in respect of which the Company’s contribution to the funds are charged to the statement of profit and loss. The gratuity fund and superannuation fund benefits of the Company are administered by a trust formed for this purpose through the Group Schemes of the Life Insurance Corporation of India ('LIC'). In respect of gratuity, the adequacy of the accumulated funds available with the LIC has been confirmed on the basis of an actuarial valuation made at the year-end and provision has been made for the shortfall if any. (i) Leave encashment Accrual for leave encashment is estimated on the basis of an actuarial valuation for the unavailed leave balance standing to the credit of the employees at the year-end. (j) Operating leases Leases of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under operating leases are recognised as an expense on a straight-line basis over the lease term.

Page 8: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

(k) Income-tax Provision for current income tax is made on the assessable income at the tax rate applicable to the relevant assessment year. Deferred income taxes are recognized for the future tax consequences attributable to timing differences between the financial statement determination of income and their recognition for tax purposes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. During the prior year ended March 31, 2002, the Company had adopted accounting standard no 22 'Accounting for taxes' (AS 22) issued by the Institute of Chartered Accountants of India. Accordingly the Company had recorded a deferred tax credit of Rs 6,291 for the year ended March 31, 2002. In accordance with the transitional provisions of AS 22, the deferred tax asset pertaining to the years prior to April 1, 2001 amounting to Rs 18,569 had been adjusted against general reserve. (l) Earning per share The earnings considered in ascertaining the Company’s earnings per share comprise the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average share considered for deriving basic earnings per share, and also the weighted average number of shares, if any which would have been issued on the conversion of all dilutive potential equity shares. The number of shares and potentially dilutive equity shares are adjusted for the bonus shares and sub-division of shares.

Page 9: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

March 31, 2003 March 31, 2002

3 SHARE CAPITAL

Authorised100,000,000 equity shares of Rs 5/- each(March 2002 - 100,000,000 equity shares) 500,000 500,000

Issued, subscribed and paid-up37,315,400 equity shares of Rs 5/- each, fully paid up(March 2002- 33,955,400 equity shares) 186,577 169,777

(a)

(b)

(c) Refer Note 20(b) for option granted for unissued equity shares.

4 RESERVES AND SURPLUS

General reserveBalance, beginning of year 3,988,569 2,720,000 Opening deferred tax credit (Refer Note 2(k)) - 18,569 Transferred from profit and loss account 1,500,000 1,250,000 Balance, end of year 5,488,569 3,988,569

Share premiumBalance, beginning of year 606,760 168,805 Received during the year 1,764,000 437,955 Utilised towards share issue expenses (103,073) - Balance, end of year 2,267,687 606,760

Profit and loss account 229,372 90,869 7,985,628 4,686,198

Of the above, 24,784,300 equity shares of Rs 5/- each (March 2002 - 24,784,300 equity shares) have been issued as fully paid up bonus shares by capitalising the share premium account.

In June 2002 the Company made an IPO of 3,360,000 fresh equity shares of Rs 5/- each at a price of Rs 530 per share.

(THIS SPACE IS INTENTIONALLY LEFT BLANK)

Page 10: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

5. FIXED ASSETS

Particulars As at

31.03.2002 Additions during

the year Sale/deletions for

the year As at

31.03.2003 As at

31.03.2002 For the year On Sale/deletions

for the year As at

31.03.2003 As at

31.03.2003 As at

31.03.2002

Land 44,734 - - 44,734 - - - - 44,734 44,734 Improvement to leasehold premises 82,693 1,188 - 83,881 47,856 12,313 - 60,169 23,712 34,837 Buildings* 7,116 13,000 - 20,116 3,219 910 - 4,129 15,987 3,897 Computer equipment 395,810 55,248 3,956 447,102 302,785 73,478 2,815 373,448 73,654 93,025 Electrical and office equipment 142,742 7,112 591 149,263 79,762 23,228 416 102,574 46,689 62,980 Furniture and fixtures 116,046 1,097 118 117,025 65,906 17,914 118 83,702 33,323 50,140 Leased vehicles 26,890 2,447 4,706 24,631 12,370 5,980 3,960 14,390 10,241 14,520

TOTAL 816,031 80,092 9,371 886,752 511,898 133,823 7,309 638,412 248,340 304,133

As at 31.03.2002 590,067 230,045 4,081 816,031 369,352 144,985 2,439 511,898

221,383 2,412 469,723 306,545

* Includes 10 shares of Rs.50/- each in Takshila Building No.9, Co-op Housing Society Ltd.

Capital work-in-progress and advances

Gross Block Depreciation Written Down Value

Page 11: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

March 31,2003 March 31, 2002

6 INVESTMENTS

a) Long term investments (unquoted)

(i) Trade investments

DotEx International Limited (Note a) 56,350 49,000

(March 2002 - 4,900,000)Less: Provision for diminuiton in value of investment (56,350) -

- 49,000

EBZ Online Private Limited (Note b) 45,000 45,000 242,260 equity shares of Rs.10/- each, fully paid-up (March 2002 - 242,260)

Flexcel International Private Limited (Note c) 20,680 98 2,068,000 equity shares of Rs 10/- each, fully paid-up(March 2002 - 9,800)

(ii) Non-trade investmentsEastern Software Systems Limited (Note b) 7,406 9,875

(March 2002 - 357,711)

12.75% KEONICS Mahithi Bonds Series-1 (Note d) 20,000 20,000 400 Bonds of Rs. 50,000/- each fully paid(March 2002 - 400)

National Savings Certificate - VIII issue 131 -

JM High Liquidity Fund - Serial Plan 2004 (Growth) (Note e)24,965,796 (and 858 fractions) units of Rs 10/- each (March 2002 - Nil) 250,000 -

(iii) In subsidiaries

i-flex solutions b.v. (Note f) 25,119 739 a wholly owned subsidiary company incorporated in The Netherlands

(March 2002 - 185)

i-flex solutions Pte limited (Note g) 6,626 6,626 a wholly owned subsidiary company incorporated in Singapore

(March 2002 - 250,000)

i-flex solutions inc. (Note h) 48,669 48,669 a wholly owned subsidiary company incorporated in the United States of America100 equity shares of US$ 0.01/- cent each fully paid up (March 2002 - 100)

423,631 180,007 b) Current investments (non-trade, quoted)

Unit Trust of India -1964 Scheme (US-64) (Note i) 50,000 50,000 3,311,258 units (and 278 fractions) of Rs 10/- each(March 2002 - 3,311,258 units (and 278 fractions)Less: Excess of cost over market value (16,712) (29,139)

33,288 20,861

456,919 200,868

Aggregate cost of quoted investments 50,000 50,000 Aggregate market value of quoted investments 33,288 20,861 Aggregate amount of unquoted investments 423,631 180,007

268,283 equity shares of Rs.10/- each, fully paid-up

5,635,000 equity shares of Rs 10/- each, fully paid-up

5,185 equity shares of Euro 100/- each, fully paid-up

250,000 equity shares of Singapore $ 1/- each fully paid up

Page 12: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Note aDotEx is a 51:49 joint venture between NSE.IT Limited, a wholly owned subsidiary of The National Stock Exchange of India Limited ('NSE') and i-flex. DotEx has set up a broker's plaza which enables NSE brokers and their clients totransact in stock market through the internet. The original revenue model of DotEx has not been met due to continued sluggishness in the Indian capital markets and the substantial reduction in the trading volumes. As per the unaudited financial statements as at March 31, 2003, DotEx has incurred accumulated losses of Rs 96 million which have substantially eroded its net worth. Management is of the view that fair value of its investment in DotExhas declined as a result. Accordingly considering the uncertainty about the future profitability of DotEx , management has made a provision for diminution in the value of Rs 56.3 million of its aggregate investment in DotEx .

Note bThe Company’s ownership interest in Eastern Software Systems Limited ('ESSL') is 6.62% . During the year ended March 31, 2003, the company accepted the buyback offer from ESSL for 89,428 shares. As a result the ownership interest has reduced from 6.65% to 6.62%. The Company also holds 19.5% shares in EBZ Online Private Limited ('EBZ'). EBZ is a strategic partnership between Brihans Technologies Private Limited ('BTPL') and i-flex to integrate the selected and adapted software provided under i-flex’s products with BTPL’s products for Co-operative banking sector in India. ESSL is primarily engaged in catering to the needs of small businesses through its flagship product, ‘ebizframe’. Both companies are unlisted companies. The Company's rights are limited to protecting its investments in ESSL and EBZ and it does not exert significant influence on the operations of these companies by way of representation on the board of directors, participation in policy making processes, material intercompany personnel ortechnological dependency. Accordingly, these investments are stated at cost less any decline in fair value below original cost when considered to be other than temporary. Management does not believe that currently there is any other than temporary decline in the value of these investments.

Note cFlexcel is a 40:40:20 joint venture between i-flex, HDFC Bank Limited and its group companies and Lord Krishna Bank , which provides the capability of Flexcube through an Application Service Provider (‘ASP’) model to various banks and financial institutions in India who may not wish to invest in creating and maintaining their own internal IT infrastructure. As per the unaudited financial statements as at March 31, 2003, Flexcel had incurred accumulated losses of Rs 24 million, which management considers to be in the nature of start-up losses. Accordingly, management does not consider that there is any diminution in the value of its investment in Flexcel and the aggregateinvestment of Rs 20.68 million is stated at cost.

Note dInvestments in debt securities of 12.75% KEONICS Mahithi Bonds Series -1 allotted on February 1, 2001 are redeemable at par at the end of seven years from the date of allotment and have a put and call option at the end of five years from the date of allotment.

Note eInvestment in JM High Liquidity Fund - Serial Plan 2004 (Growth) is investment in debt instrument funds. As per the term of the funds , the maturity of the funds is in April 2004 .

Note fi-flex b.v. was incorporated as a 100% subsidiary in The Netherlands to undertake marketing of the Company's software products and provide software and related services to clients in Europe as well as work on the business development efforts in the region. Management believes that the accumulated losses as per the unaudited financial statements as at March 31, 2003 of Euro 2.87 million (approximately Rs 145 million) are in the nature of start up losses and that i-flex b.v. is expected to earn profits in the near future. Accordingly, management does not consider that there is any dimunition in the value of its investment in i-flex b.v. and is stated at cost.

Note gi-flex Pte. was incorporated as a 100% subsidiary in Singapore to undertake marketing of the Company's software products and provide software and related services to clients in Asia Pacific region as well as work on the business development efforts in the region. The company has net profit of S$ 0.48 million (Rs 12.56 million) for the year endedMarch 31, 2003 and an accumulated profit of S$ 0.50 million (Rs 13.20 million) and is stated at cost.

Note hi-flex inc. was incorporated as a 100% subsidiary in the United States of America to undertake marketing of the Company's software products and provide software and related services to clients in American region as well as workon the business development efforts in the region. Management believes that the accumulated losses as per the unaudited financial statements as at March 31, 2003 of US$ 0.60 million (approximately Rs 28.94 million) are in the nature of start up losses and that i-flex Inc. is expected to earn profits in the near future. Accordingly, management does not believe that there is any dimunition in the value of its investment in i-flex Inc. and is stated at cost.

Note iUnits in US-64 are valued at the closing market price on the National Stock Exchange as at March 31, 2003.

Page 13: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

March 31, 2003 March 31, 20027 DEFERRED TAX ASSETS

Difference between book and tax depreciation 31,446 24,826 Preliminary expenses written off in books - 34

31,446 24,860

8 CURRENT ASSETS, LOANS AND ADVANCES

(a) Sundry debtors (unsecured)

Debts outstanding for a period exceeding six months: -Considered good 654,910 122,944 -Considered doubtful 28,780 47,536

683,690 170,480 Other debts - considered good (includes Unbilled revenues of Rs 14,508 (March 2002 - Rs 9,363)) 1,844,173 1,832,842

2,527,863 2,003,322 Less: Provision for doubtful debts (28,780) (47,536)

2,499,083 1,955,786

Amount due from subsidiaries 1,876,577 190,945 March 31, 2003 March 31, 2002

(b) Cash and bank balances

Cash in hand 392 458 Balances with scheduled banks:

-Current accounts in foreign currency 1,978,890 763,335 -Deposit accounts 1,947,000 1,389,189 -Deposit amount of unutilised IPO funds 1,359,017 - -Other current accounts 51,518 33,346 -Unclaimed dividend amount 2,291 1,949

Balances with non scheduled banks: -Current accounts in foreign currency 1,423 26,565

5,340,531 2,214,842

Balances with non scheduled banks-in current accounts in foreign currency

Citibank NY Rep office, USA - 14,344 Citibank NY, USA 1,423 9,613 Citibank, Singapore (US$ account) - 370 Citibank, Singapore (Singapore$ account) - 354 Citibank, Argentina - 1,884

1,423 26,565

Maximum balance held during the year:-in current accounts in foreign currency

Citibank NY Rep office, USA 14,166 16,688 Citibank NY, USA 10,791 15,327 Citibank, Singapore (US$ account) 352 2,859 Citibank, Singapore (Singapore$ account) 323 1,341 Citibank, Argentina 1,860 1,884

Page 14: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

(c) Other current assets

Interest accrued on :-Bank deposits 25,848 10,430 -Bonds 454 454 -Loan to subsidiary 390 390

Contract acquisition cost (Refer Note 22) 5,326 - 32,018 11,274

(d) Loans and advances (unsecured, considered good unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received:Loan to ESPS Trust (Note 20(a)) 267,926 291,649 Loan to employees (secured) 9,068 17,687 Loan to subsidiary 23,595 3,115 Deposits 353,751 326,234 Prepaid expenses 82,645 92,627 Share application money paid to Flexcel - 29,620 Amount due from subsidiary - 1,431 Other advances - Considered good 56,736 30,493 - Considered doubtful 7,253 -

800,974 792,856 Less: Provision for doubtful advance (7,253) -

793,721 792,856

Page 15: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

March 31, 2003 March 31, 2002

9 CURRENT LIABILITIES AND PROVISIONS

(a) Current liabilities

Accrued expenses 444,151 261,464 Amount due to subsidiaries 539,972 4,608 Deferred revenues 166,979 165,523 Advances from customers 41,808 5,428 Finance lease obligations 11,547 16,053 Accounts payable 5,071 40,448 Investor Education and Protection Fund to be credited by Unclaimed dividends* 2,291 1,949 Advance against equity shares to be issued 345 - Other current liabilities 42,662 33,216

1,254,826 528,689

Amounts due to Small Scale Industrial undertakings - -

(b) Provisions

Proposed dividend 93,289 46,644 Corporate dividend tax 11,953 - Provision for leave encashment 23,273 9,898 Provision for taxation, net of advance payment of taxes Rs 255,557 67,895 65,825 (March 2002 - Rs 150,839)

196,410 122,367

10 REVENUES

Product licenses and related activities 3,651,342 2,461,948 IT solutions and consulting services 2,032,942 1,650,719 Exchange (loss)/gain arising on sales, net (45,976) 37,590

5,638,308 4,150,257

11 COST OF REVENUES

Employee costs 1,255,614 819,059 Travel related expenses (net of recoveries) 945,297 554,161 Application software 157,171 88,305 Professional fees 122,248 104,885 Contract acquistion cost (Refer Note 22) 3,043 -

2,483,373 1,566,410

12 SELLING AND MARKETING EXPENSES

Travelling expenses 158,519 163,649 Professional fees 123,455 116,810 Employee costs 80,655 108,664 Advertising expenses 37,500 42,268 Seminar expenses 11,783 9,660 Communication expenses 5,496 1,186 Rent 7,506 4,270 Power 1,874 4,574 Miscellaneous expenses 19,442 30,262

446,230 481,343

* There is no amount due and outstanding as at balance sheet date to be credited to the Investor Education and Protection Fund.

Page 16: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Year ended Year ended13 GENERAL AND ADMINISTRATIVE EXPENSES March 31, 2003 March 31, 2002

Employee costs 289,136 181,171 Communication expenses 118,747 73,189 Rent 88,954 92,945 Professional fees 48,408 23,966

Power 35,361 26,433 Travelling expenses 32,417 77,099 Provision for doubtful advance 7,253 - Advertising expenses 6,961 2,274 Finance charge on leased assets 2,155 2,577 Loss on retirement/sale of fixed assets,net - 343 Provision for doubtful debts,net (18,755) 43,276 Miscellaneous expenses 97,307 91,625

707,944 614,898

14 INTEREST INCOME

Interest -Bank deposits 203,479 60,717 (includes tax deducted at source of Rs 39,372 (March 2002 - Rs 10,751))-Bonds 2,550 2,550 (includes tax deducted at source of Rs 536 (March 2002 - Rs 512)-Loan to employees 2,176 2,915 -Loan to subsidiaries 614 233

208,819 66,415

15 OTHER INCOME/(EXPENSE)

Exchange gain/(loss) other than on sales, net (43,381) 32,710 Profit on retirement/sale of fixed assets, net 424 - Dividend on current investments - 3,311 Miscellaneous income 828 14

(42,129) 36,035

16 PROVISION FOR TAXATION

Domestic taxes 169,778 49,307 Foreign taxes 82,803 107,119 Deferred tax (6,586) (6,291) 245,995 150,135

Under the Indian Income-tax Act 1961, for the year ended March 31, 2003 the Company is eligible to claim benefits with respect to 90% as against 100% till last year of the profits earned from export revenues from its five units registered under the Software Technology Park ('STP') and one unit forming part of a Special Economic Zone ('SEZ'). The benefit as per the current tax laws is restricted to ten consecutive assessment years, beginning with the assessment year relevent to the previous year in which the Company commences operations from each location. These benefits will expire for certain of the Company's units beginning from April 1, 2004.

Foreign taxes represents income taxes payable overseas in the United States of America, Malaysia, United KingdomKuwait and Singapore.

Page 17: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

17 COMMITMENTS

(a) Capital commitments

(b) Lease commitments

(i) Finance leases

As at March 31, 2003 Principal Interest TotalNot later than one year 4,786 1,463 6,249 Later than one year and not later than five years 6,761 1,218 7,979 Total minimum payments 11,547 2,681 14,228

As at March 31, 2002 Principal Interest TotalNot later than one year 6,035 2,035 8,070 Later than one year and not later than five years 10,018 1,928 11,946 Total minimum payments 16,053 3,963 20,016

(ii) Operating leases

Year ended Year endedMarch 31, 2003 March 31, 2002

Not later than one year 70,368 73,762 Later than one year and not later than five years 76,913 111,976 Later than five years 55,811 69,460

18 SEGMENT INFORMATION

a) Product licenses and related activities andb) IT solutions and consulting services.

Business segments are defined as components of an enterprise about which separate financial information is available. This information is reviewed and evaluated regularly by the management, in deciding how to allocate resources and in assessing the performance.The Company is organised geographically and by business segment. For management purposes the Company is primarily organised on a worldwide basis into two business segments:

The segments are the basis on which the Company reports its primary segment information to Management. Product licenses and related activities segment deals with banking software products like the FLEXCUBE suite of products and Microbanker which cater to needs of corporate, retail and investment banking as well as treasury operations and datawarehousing requirements. The related activities include enhancements, implementation and maintenance activities.

IT solutions and consulting services comprise of bespoke software development, provision of computer software solutions and related consulting services arising from such activities. This segment is further sub-divided in the following subsegments i.e. Business intelligence, Customer relationship management, Brokerage, e-commerce, Internet services and IT and Business consulting.

Contracts remaining to be executed on capital account and not provided for (net of advances) aggregates to Rs 507,341 as at March 31, 2003 (March 2002 - 139,594)

The Company takes vehicles under finance leases of upto five years. Future minimum lease payments under finance leases as of March 31, 2003 and March 31, 2002 are as follows:

The Company has taken certain office premises and residential premises for employees under operating leases, which expire at various dates through to 2011. Gross rental expenses for the year ended March 31, 2003 aggregated to Rs 92,108 (March 2002- Rs 94,354 ). The minimum rental payments to be made in future in respect of these leases are as follows :

Page 18: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Year ended March 31, 2003

Particulars

Product license and related

activities

IT solutions and consulting

services Corporate Total

Revenues 3,651,342 2,032,942 - 5,684,284 Net exchange loss arising on sales (29,533) (16,443) - (45,976) Total revenue 3,621,809 2,016,499 - 5,638,308 Cost of revenues (989,565) (1,493,808) - (2,483,373) Gross profit 2,632,244 522,691 - 3,154,935 Selling and marketing expenses (419,278) (26,952) - (446,230) General and administrative expenses (242,041) (205,585) (260,318) (707,944) Depreciation and amortisation (45,285) (74,034) (14,504) (133,823) Income from operations 1,925,640 216,120 (274,822) 1,866,938 Provision for dimunition in value of investment (43,923) Profit on sale of investment 35 Interest income 208,819 Other income / (expense) (42,129) Income before provision for income taxes 1,989,740 Provision for income taxes (245,995) Net income 1,743,745

Other informationSegment assets 1,294,890 1,700,328 6,628,223 9,623,441 Segment liabilities 438,087 145,683 867,466 1,451,236 Share capital and reserves and surplus - - 8,172,205 8,172,205 Depreciation 45,285 74,034 14,504 133,823 Capital expenditure by segment 20,085 60,007 - 80,092

Year ended March 31, 2002

Particulars

Product license and related

activities

IT solutions and consulting

services Corporate Total

Revenues 2,461,948 1,650,719 - 4,112,667 Net exchange gain arising on sales 22,502 15,088 - 37,590 Total revenue 2,484,450 1,665,807 - 4,150,257 Cost of revenues (625,375) (941,035) (1,566,410) Gross profit 1,859,075 724,772 - 2,583,847 Selling and marketing expenses (455,797) (25,546) (481,343) General and administrative expenses (192,846) (178,501) (243,551) (614,898) Depreciation and amortisation (50,638) (82,122) (12,225) (144,985) Income from operations 1,159,794 438,603 (255,776) 1,342,621

Reversal of provision for dimunition in value of investment 24,172 Loss on sale on investment (51,500) Interest income 66,415 Other income 36,035 Income before provision for Income taxes 1,417,743 Provision for income taxes (150,135) Net income 1,267,608

Other informationSegment assets 1,398,193 1,180,209 2,928,629 5,507,031 Segment liabilities 307,136 94,675 249,245 651,056 Share capital and reserves and surplus - - 4,855,975 4,855,975 Depreciation 50,638 82,122 12,225 144,985 Capital expenditure by segment 51,465 122,269 56,311 230,045

Page 19: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Segment revenue and expense:

Segment assets and liabilities:

Geographical segments

Regions March 31, 2003 March 31, 2002United States of America 2,127,531 1,333,498 Middle East and Africa 1,464,169 1,087,459 Asia Pacific 1,013,830 850,848 Europe 1,033,635 815,885 Latin America and Carribean 45,119 24,977

5,684,284 4,112,667

Regions % %United States of America 37% 32%Middle East and Africa 26% 26%Asia Pacific 18% 21%Europe 18% 20%Latin America and Carribean 1% 1%

100% 100%

Segment assets include all operating assets used by a segment and consist principally of debtors, deposits for premises and fixed assets, net ofallowances and provisions. Segment liabilities primarily includes deferred revenues, finance lease obligation, advance from customer, accruedemployee cost and other current liabilities. While most such assets and liabilities can be directly attributed to individual segments, the carrying amountof certain assets and liabilities used jointly by two or more segments is allocated to the segment on a reasonable basis. Assets and liabilities thatcannot be allocated between the segments are shown as part of corporate assets.

Revenue is generated through licensing of software products as well as by providing software solutions to the customers including consulting services.The expenses which are not directly attributable to a business segment are shown as corporate expenses.

The following table shows the distribution of the company's sales by geographical market :

Page 20: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

19 Related party transactions

Promoter Company and its affiliates

Subsidiaries

Joint Ventures

Other entities where company has significant influence

Key Managerial personnel

Year ended Year endeda) Revenues March 31, 2003 March 31, 2002

Banking product revenues

Citibank branches 1,018,600 609,669 i-flex b.v. 452,720 282,999 i-flex inc. 292,851 - i-flex Pte. 327,430 2,444 CITI 11,798 3,300 e-Serve 42 169 Flexcel 2,107 358 DotEx - 100

2,105,548 899,039

IT solutions and consulting services revenues

i-flex inc. 1,109,530 759 Citibank branches 303,855 565,125 i-flex Pte. 234,058 13,701 i-flex b.v. 66,016 14,941 DotEx 2,864 9,560 CITI - 673,370 e-Serve - 21

1,716,323 1,277,477

Interest on loans received from key managerial personnel 127 295

The Company has provided IT solutions and consulting services and earned revenues from the following related parties:

i-flex Pte , Singaporei-flex inc. ,USA

Rajesh Hukku - Chairman and Managing Director

i-flex Employee Stock Option Trust

The related party transactions, other than disclosed elsewhere in the financial statements, have been summarised below:

OrbiTech Limited OrbiTech Solution Limited ('OSL') Citicorp Technology Holdings Inc, USACitibank branchesCiticorp Information Technology, Inc ('CITI')Citigroupe-Serve International Limited ('e-Serve')

i-flex b.v , Netherlands

Flexcel International Private Limited DotEx International Limited

R Ravisankar - Chief Executive Officer - International Operations and TechnologyDeepak Ghaisas - Chief Executive Officer - India Operations, Chief Financial Officer and Company Secretary

The Company supplied banking products and earned revenues from the following related parties :

R Vidyasagar - Head - Human Resources division

Makarand Padalkar - Chief of StaffJoseph John - Head - Banking Products divisionV Shankar - Head - Information Technology Services N R K Raman - Head - Marketing & Global SalesVivek Govilkar - Head - Process and Quality Management Group S Hariharan - Head - Infrastructure and Support Services Group

Page 21: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

b) Expense

Communication expenses paid to Citibank branches 43,811 -

Remuneration to key managerial personnel(Comprises of salary,bonus and perquisites) 34,932 27,912 Finance charge paid on finance leases to e-Serve 1,532 2,630

Fees for professional services paid to OrbiTech for software development 1,696 25,155 Provision for doubtful debts for Citibank branches (1,221) 1,221 Bank charges paid to Citibank branches 1,004 1,852 Diminuition in value of investment made in DotEx 56,350 - Rent paid for flat taken on lease from relative of key managerial personnel 116 298

138,220 59,068

c) Assets March 31, 2003 March 31, 2002

Sundry debtors i-flex solutions inc. 1,190,207 751

i-flex Pte. 332,532 15,987 i-flex b.v. 353,838 174,207 Citibank branches 144,160 603,922 (net of provision for doubtful debts of Rs Nil ( March 2002 - Rs 1,221))CITI 32,919 276,761 DotEx 1,574 6,999 Flexcel 3,529 385

2,058,759 1,079,012

Loans outstandingi-flex ESPS Trust 267,926 291,649 i-flex inc. 23,595 -

Key managerial personnel 4,000 4,844 i-flex b.v. - 3,115

295,521 299,608 Repayment of loani-flex ESPS Trust 23,723 8,549 Key managerial personnel 844 1,703

24,567 10,252 Bank balances with Citibank branchesCurrrent accounts 819,471 377,881 Deposits 144,877 139,800

964,348 517,681 Interest accrued on fixed depositsCitibank branches, India 454 361

Maximum loan outstanding from subsidiariesi-flex inc. 23,965 - i-flex b.v. 3,770 3,186

Page 22: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

March 31, 2003 March 31, 2002d) Liabilities

Amounts due to related partiese-Serve towards lease obligations repayable (principal and interest) 7,727 14,896 i-flex pte on account of expenses 44,558 - i-flex inc on account of expenses 489,284 4,608 i-flex b.v. on account of expenses 6,130 - OrbiTech towards professional services - 1,427

547,699 20,931 Deferred revenue from related parties

i-flex Pte. 4,891 - i-flex inc. 20,195 - i-flex b.v. 4,442 2,824 Citibank branches 1,869 7,896 e-Serve - 42 Flexcel 1,287 23

32,684 10,785

Repayment of lease obilgations to e-Serve (Principal) 4,963 4,506

e) Other Transactions

Payment of dividendsOrbitech 20,148 20,148 Key managerial personnel 377 218 Relatives of key managerial personnel 8 8 i-flex ESPS Trust 3,921 4,505

24,454 24,879

Grant of Employee Stock Option Plan

Key managerial personnel - 650,200 Non - wholetime directors 10,000 330,000

10,000 980,200

Number of Options

Page 23: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

20. Stock based Compensation Scheme a) Employee stock purchase scheme ('ESPS') On March 29, 1998 the Company adopted the ESPS to provide equity based incentives to key employees of the Company ('1998 Scheme'). Subsequently on April 1, 1999, April 1, 2000 and April 1, 2001, the Company adopted other Stock based schemes ('1999 Scheme’, ‘2000 Scheme’ and '2001 Scheme'). These schemes, which have similar terms, are administered through a Trust ('the Trust'). The Trust purchases shares of the Company using the proceeds of loans obtained from the Company. Such shares are offered by the Trust to employees at an exercise price, which approximates the fair value on the date of the grant. The employees can purchase the shares in a phased manner over a period of five years based on continued employment, until which, the Trust holds the shares for the benefit of the employee. The employee will be entitled to receive dividends, bonus, etc that may be declared by the Company from time to time for the entire portion of shares held by the Trust on behalf of the employees. On the acceptance of the offer, the selected employee shall undertake to pay within ten years from the date of acceptance of the offer the cost of the shares incurred by the Trust including repayment of the loan relatable thereto. The repayment of the loan by the Trust to the Company would be dependent on employee repaying the amount to the Trust. In case the employee resigns from employment, the rights relating to shares, which are eligible for exercise, may be purchased by payment of the exercise price whereas, the balance shares shall be forfeited in favour of the Trust. The Trustees have the right of recourse against the employee for any amounts that may remain unpaid on the shares accepted by the employee. The shares that an employee is eligible to exercise during the initial five-year period merely go to determine the amount and scheduling of the loan to be repaid on exercise by the employee. The Trust shall repay the loan obtained from the Company on receipt of payments from employees against shares exercised or otherwise. The Securities and Exchange Board of India (‘SEBI’) has issued the Employee Stock Option Scheme and Stock Purchase Guidelines, 1999 (‘SEBI guidelines’), which are applicable to stock option schemes for employees of all listed Companies. In accordance with these guidelines, the excess of market price of the underlying equity shares on the date of grant of the stock options over the exercise price of the options is to be recognised in the books of account and amortised over the vesting period. However, no compensation cost would need to be recorded as the scheme terms are fixed and the exercise price equals the market price of the underlying stock on the grant date. b) Employee Stock Option Plan (‘ESOP’) At the Annual General Meeting of the shareholders of the Company held on August 14, 2001, the Company introduced an additional ESOP , pursuant to which equity shares not exceeding an additional 7.5% of the issued and paid-up equity share capital of the Company have been earmarked for grant, at any given time to present and future employees and directors of the Company and its existing and future subsidiaries. Pursuant to the above resolution, the Board of Directors, at their meeting held on March 4, 2002 approved the Employees Stock Option Scheme (‘the Scheme’) for issue of 2,376,800 options to the employees and directors of the Company. According to the ESOP the Company has granted 2,274,460 options to the eligible employees and directors of the Company and its subsidiaries at an exercise price, which will equate the issue price determined through the book-building procedure. 20% of the total options granted under the Scheme will vest to the eligible employees and directors on the completion of 12, 24, 36, 48 and 60 months respectively and is subject to the continued employment of the employee or director with the Company or its subsidiaries. As per the terms of ‘the Scheme’, the exercise price would equate the price determined for the IPO through book building process for the option granted prior to the IPO and the fair market value on the date of grant for option granted thereafter. Accordingly no compensation cost would need to be recorded as the exercise price would equal to the fair value of the shares.

Page 24: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

A summary of the activity in the Group’s ESOP is as follows:

Outstanding at beginning of year 2,274,460 -

Granted during the year 40,000 2,274,460

Exercised during the year - -

Forfeited during the year (64,760) -

Outstanding at end of year 2,249,700 2,274,460 21. Reconciliation of basic and diluted shares in computing earning per share

Number of shares considered as basic weighted average shares outstanding

36,532,934

33,328,488

Add: Effect of dilutive stock options 680,993 -

Number of shares considered as weighted average shares outstanding and potential shares outstanding

37,213,927

33,328,488

Page 25: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

22

23 Aggregate expenses

Salaries and bonus 1,517,875 1,016,129 Staff welfare expenses 44,222 44,818 Contribution to provident and other funds 63,308 47,947 Travel related expenses (net of recoveries) 1,136,233 794,909 Professional fees 294,111 245,661 Communication expenses 124,243 74,375 Application software 157,171 88,305 Rent 96,460 97,215 Advertising expenses 44,461 44,541 Power 37,235 31,007

Insurance 9,764 5,889 Repairs and maintenance:- Leasehold premises 1,199 526 - Computer equipments 11,650 11,041 - Others 9,878 9,298 Rates and taxes 8,473 2,746 Finance charge on leased assets 2,155 2,577 Loss on retirement/sale of fixed assets, net - 343 Provision for doubtful debts, net (18,755) 43,276 Provision for doubtful advance 7,253 - Donation 1,017 1,793 Contract acquisition cost 3,043 - Other expenses 86,551 100,256

3,637,547 2,662,652

Following are the aggregate amounts incurred on certain specific expenses that are required to be disclosed underSchedule VI to the Companies act, 1956

On December 3, 2002 the Company alongwith its subsidiaries acquired two IT consulting service contracts and 51 employees working on these contracts from Silverline Technologies Limited and its subsidiary, Silverline Technologies Inc. (“Silverline Group”) for a total consideration of Rs 35,176, which includes a cash payment made to/behalf of the Silverline Group and the assumption of certain employee related liabilities of the Silverline Group. The purchase consideration of Rs 8,369 is fully allocated to the contracts and accordingly, there is no goodwill resulting from the transaction. The consideration allocated to the contracts is charged to Cost of Revenues on a straight line basis over the remaining contract term of 11 months. Accordingly, Rs 3,043 has been charged to income statement as part of cost of Revenues and balance of Rs 5,326 is carried as deferred contract acquisition cost as part of other current assets.

Page 26: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

Year ended Year ended

March 31, 2003 March 31, 200224 Supplementary profit and loss data

(a) Managerial remunerationSalary and incentives to Managing Director 330 330 Contribution to provident and other funds 44 - Commission to non-wholetime Directors 13,543 -

13,917 330

Net profit after tax 1,743,745 Add:Managerial remuneration 374 Commission to non-wholetime directors 13,543 Provision for bad and doubtful debts (18,755) Provision for doubtful advance 7,253 Depreciation and amortisation 133,823 Provision for income taxes 245,995

2,125,978 Less:Profit/(Loss) on sale of investment 35 Profit on retirement/sale of fixed assets, net 424 Depreciation and amortisation as per Section 350 of the Act (Note 1) 133,823 Net profit on which commission is payable 1,991,696

Maximum allowed as per the Act ( 1 percent) 19,917 Maximum approved by the shareholders (1 percent) 19,917 Commission approved by the board of directors 13,543

Note 1:

Note 2:

(b) Payments to auditorsStatutory audit fees 1,300 1,300 Tax Audit 500 500 Special reports 2,000 3,200 Certification work 200 - Reimbursement of out-of-pocket expenses 203 103

4,203 5,103

In addition to the above, the Managing Director of the Company has also been provided remuneration aggregating Rs 13,567 for the year ended March 31, 2003 (March 2002- Rs 1,760) from i-flex inc., a subsidiary of the Company.

Computation of net profit for calculating commission payable to non-whole time directors in accordance with Section 198 of the Companies Act

The company depreciates fixed assets based on estimated useful lives that are lower than those implicit in Schedule XIV of the Companies Act ,1956. Accordingly, the rates of depreciation used by the company are higher than the minimum rates prescribed by Schedule XIV.

Commission as per Section 198 has not been computed for year ended March 31, 2002 since the company has not paid any commission to non- wholetime director for the year ended March 31, 2002.

Page 27: Indian GAAP - March 2003 final - Oracle · Flexcel International Private Limited (‘Flexcel’), a 40 per cent owned joint venture company incorporated in March 2001 under Indian

(c) Earnings in foreign currencyProduct licenses and related revenues 3,474,533 2,280,916 IT solutions and consulting services 2,003,806 1,625,600 Reimbursement of travelling expenses 198,134 246,308

5,676,473 4,152,824

(d) Expenditure in foreign currencyTravelling (net of recoveries) 734,176 641,606 Professional fees 63,344 84,184 Application software 51,502 15,396 Foreign taxes 30,258 94,808 Advertising 7,276 13,471 Salaries and bonus 26,237 43,605 Representative office expenses 1,415 17,663 Seminar expenses 10,307 11,745 Staff training expenses 2,640 2,404 Others 25,074 7,202

952,229 932,084

Exchange gain/(loss) on sales (45,976) 37,590 Exchange gain/(loss) other than on sales (43,381) 32,710

(89,357) 70,300

(e) Value of imports on CIF basis - capital goods 53,389 38,866

25 Prior year comparatives

Prior year amounts have been audited by a firm of chartered accountants other than M/s S. R Batliboi & Associates and have been reclassified and regrouped, where necessary to conform with current year's presentation.