Annual Report Fy0708
Annual Report Fy0708
Annual Report Fy0708
Chairman’s Communique 02
Highlights 04
Decade at a Glance 05
Notice 26
Directors’ Report 30
1
Chairman’s Communiqué
Dear Shareholders,
Fiscal 2008 was an outstanding year for Satyam. We achieved Our clients now expect us to work with them to transform
record revenues and record net income. We expanded into their key business processes, their skill sets and cultures, their
new geographies and launched many more new, higher-value organizations and business models – as well as their
services. We acquired high-end firms that significantly technology – to help them achieve significant improvements
strengthened our consulting capabilities, and we extended in their performance. To communicate that mission, focus
our lead in enterprise systems. We employed a record number and experience, Satyam updated its corporate tagline to
of associates while bringing attrition to a three year low, and “Business Transformation. Together.”
we were recognized as the best company in the world for
To help promote that positioning worldwide – even more in
associate training and development. We repositioned our
Europe, Asia Pacific and Latin America – we entered into a
brand and launched a strategic new global marketing
strategic partnership with FIFA, football’s governing
sponsorship. We are now serving more clients – especially
organization. Satyam is now the official IT Services Provider
among the Fortune 500 – in more industries and more
to the 2010 and 2014 World Cups, to be held in South Africa
countries than ever in our history, and we are achieving
and Brazil, respectively. The World Cup is the largest and
uncommon success with our social responsibility programs.
most-viewed sporting event in the world. In conjunction
I can think of no better way to mark the twentieth anniversary with the partnership, we have also launched a global sports
of Satyam’s founding than to report these results to you. management practice.
US GAAP revenues grew 46 percent, to US$2.14 billion, up During the year, we continued to expand our service delivery
from US$1.46 billion in fiscal 2007. While it took us 18 years footprint, opening new centers in Australia, Malaysia, China,
to reach the US$1 billion mark, we crossed the US$2 billion Egypt and Brazil, and we launched new, advanced industry-
threshold less than two years later. Our net income also grew and domain-specific solutions in areas such as BPO,
by 40 percent last fiscal year, to US$417 million. engineering services, infrastructure management, analytics
and consulting. Ten times during the year, industry analysts
This growth has been the result of several strategic initiatives
have ranked Satyam’s offerings among the best in our industry.
and continuous investments in our business model. It is also
encouraging to note that last year’s exceptional results Our customers have embraced these
occurred despite a fairly hostile macroeconomic environment: developments, and our efforts to
the rupee appreciated by almost 9 percent and our main cost strengthen our customer relationships
component—talent—continued to rise. To curtail these margin have gained significant traction.
pressures, we focused on increasing billing rates and offshore Satyam now has two customers with
revenue contributions, diversifying our regional revenue mix. an annual revenue run rate greater
These initiatives worked: North America contributed 60.35 than US$100 million, and more than
percent of our revenue in fiscal 2008, down from 64.53 50 exceeding US$10 million. While we
percent in the previous year. continue to strengthen our existing
relationships, efforts to cultivate
Our goal has always been to delight all of our stakeholders—
new customers have also
investors, customers, associates and society at large. Our
gained momentum. At the
strategies are clearly aligned in this direction and have achieved
end of fiscal 2008,
superior results.
Satyam had 617 active
Among Satyam’s most important and prominent developments clients, with more
in fiscal 2008 was the repositioning of Satyam’s brand to than 180 on the US
address market demands and to reflect the higher-value and Global Fortune
capabilities we developed or acquired over the past several years. 500 lists.
2
Our ability to acquire and retain talented professionals has I am pleased to report that MZ Consult, a global investor
also been exemplary. Today, Satyam has more than 51,000 relations and financial communications firm, included Satyam
employees, and our annualized attrition rate in Q4 was 11.5 among the five organizations it determined to have the “Best
percent—among the industry’s lowest. Our excellent retention IR Website” in the Asia Pacific and Africa regions. Satyam also
is a result of our considerable efforts to provide excellent career earned the top ranking in the global technology industry for
and leadership opportunities, efforts recognized by the “Best Earnings Release and Financial Disclosures Procedures.”
American Society for Training and Development last year when Additionally, we were named among the region’s top two
they named Satyam the single best company in the world for companies for “Best Corporate Governance Practices.”
associate development – the first time a non-American
Additionally, in January, we listed our existing ADSs on the
company was ever cited for this honor.
NYSE Euronext stock exchange in Amsterdam. The listing
Superior innovation is also fundamental to Satyam’s success, has made investing in Satyam easier, enabled extended trading,
and draws on our culture of continuous learning. The capacity and enhanced the organization’s visibility in Europe.
to innovate is a primary determinant of market value for
I am confident that as we continue to work more closely with
companies like ours.
clients on their most strategic and critical transformation
A new venture with Cisco Systems, Inc. is an example of initiatives, we will both succeed, and Satyam’s excellent growth
innovation that resulted in a transformational opportunity. will continue. Against this backdrop, we look forward to a
The venture provides secure medical and emergency revenue growth rate of 24 to 26 percent in fiscal 2009 (in
management services to local and national governments, both Indian and US GAAP). While EPS is expected to grow
among other segments. The services are built on advanced – between 17 and 19 percent in Indian GAAP, EPADS is expected
yet proven – processes and technology, and are designed to be to grow from 15.2 to 17.6 percent, as per US GAAP. The Board
replicated and implemented across the world. has proposed a final dividend of 125 percent. The total
dividend for fiscal 2008 stands at 175 percent.
Innovation extends to how we build our capabilities. From
this perspective, we made four key acquisitions in fiscal 2008. The extraordinary successes I described here are the results of
In Q2, we acquired Nitor Global Solutions, a UK-based some 51,000 associates who embody Satyam’s values of
infrastructure management services firm to bolster our entrepreneurship, collaboration, inventiveness and
growing remote IMS capabilities. Nitor helps customers design, responsibility. I am proud to count myself among them, and
implement and manage Microsoft technologies. In Q3, we I look forward to working with them, with our clients, and
acquired Bridge Strategy Group, a high-end, US-based with you as we take Satyam into its next twenty years.
management consulting firm. Bridge strengthens our
business strategy formulation and business transformation
capabilities and provides us expanded access to additional
Best regards,
clients, at higher levels.
3
Highlights
For the year ended For the year ended
Particulars March 31, 2008 March 31, 2007
Rs. in crores US$ in million Rs. in crores US$ in million
* The revenue and balance sheet items for the current year have been converted into figures of US$ or vice versa by applying the
yearly average and year end noon buying rate of Federal Reserve Bank of New York, respectively.
4
Decade at a Glance
Rs. in crores
For the year ended March 31,
Particulars
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Total income 378.45 679.01 1,241.67 1,803.10 2,051.51 2,623.28 3,546.78 5,012.22 6,410.08 8,394.48
Operating profit (PBIDT) 146.69 252.56 466.71 652.32 646.39 774.31 971.70 1,571.42 1,710.73 2,085.74
Profit after tax 72.80 134.86 316.16 490.13 459.88 555.79 750.26 1,239.75 1,423.23 1,715.74
EPS on par value of Rs.2(Rs.)* 1.40 2.45 5.62 7.89 7.31 8.82 11.81 19.26 21.73 25.66
As at March 31,
Particulars
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Share capital 26.02 56.24 56.24 62.91 62.91 63.25 63.85 64.89 133.44 134.10
Reserves and surplus 140.90 293.82 756.66 1,867.49 2,071.97 2,517.52 3,153.17 4,268.75 5,648.07 7,221.71
Fixed assets (Gross block)& CWIP 338.19 438.63 630.75 777.31 802.88 869.33 1,002.38 1,230.00 1,570.45 1,945.16
Current assets 183.01 391.25 674.64 1,623.21 2,126.37 2,590.22 3,272.82 4,468.97 5,936.26 7,357.74
Number of associates 3,582 5,067 8,370 8,634 9,759 14,032 19,164 26,511 35,670 45,969
* Adjusted for issue of bonus shares in the ratio of 1:1 allotted in October 2006.
5
A GLOBAL ORGANIZATION
Associates >51,000
(over 60 nationalities)
Customers: 654
(Including one-third of the Fortune
Global & US 500 companies)
Geographies: 63
(Number of countries)
6
WORLD-CLASS
WORKPLACES
We believe that our people need an atmosphere
that nurtures their diversity, intelligence and
curiosity. A prime example is the Satyam
Technology Center (STC) in Hyderabad, India.
STC is quite unique in the way it combines
state-of-the-art infrastructure with a
close-to-nature setting. Right outside the
windows of the high-tech building, are a golf
course, a deer park and an aviary that houses
a number of exotic species. This proximity to
nature helps to create a harmonious, productive
environment and adds a special dimension to
both business and leisure activities.
ENRICHED BY
DIVERSITY
We thrive on diversity. The varied perspectives our
associates bring form the basis for fresh thinking and PRISCILLA D. NELSON
innovation. At an operational level, cultural diversity HEAD - EXECUTIVE COACHING & MENTORING
NISHI LEVITT
HEAD - EMERGING
AND NEW LEADER PROGRAMS
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BUSINESS
TRANSFORMATION.
TOGETHER.
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VALUE CRE ATION
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CREATING VALUE
FOR ASSOCIATES
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AMIT CHADHA
HEAD - OIL & GAS PRACTICE
NIMISH RAO
ENTRY LEVEL TRAINEE
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Our investors desire profits and growth.
To ensure that we focus on profits at every level,
we encourage an entrepreneurial mindset at Satyam.
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G. MEENAKSHI
LAB TECHNICIAN
GOVERNMENT DENTAL COLLEGE
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CREATING VALUE
FOR CUSTOMERS
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CHRISTOPHER BUCHET
SENIOR BUSINESS SYSTEMS MANAGER
QAD, TRW EUROPE
PETER DEAN
HEAD - ITO
NATIONAL AUSTRALIAN BANK
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CREATING At Satyam, we are committed to giving back to
the society that we live and work in. This spirit
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MALATHI
“At the end of the training, I was confident for the
first time in life that I would be able to take care of
my child and myself. Though I know that I will not
be cured of the virus, with due care and proper
medication, I will be able to live longer and see my
child grow. My child is healthy, free of the HIV virus
and is going to school. Thank you, Satyam
Foundation for helping me reclaim my life.”
VENKAT RAMANA
“I used to think that I will keep struggling like my father
and would not be able to change things.
Satyam Foundation helped me to break free and realize
my potential. I joined the IT school run by the foundation,
where I learnt spoken English, improved my communication
skills and also picked up some computer skills.
After the course, I applied for and won a job as
a computer operator in Kuwait.”
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ENTREPRENEURSHIP
The future is not something true men enter.
The future is something they shape with their own hands.
– ARISTOTLE
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KIRAN CAVALE
HEAD - BUSINESS INTELLIGENCE & DATA WAREHOUSING PRACTICE
“I have seen Satyam grow rapidly over the last 12 years but what has not changed
is its spirit of entrepreneurship. We were and, are eager, aggressive and not afraid to take
risks. In fact, I believe that my role is that of a venture capitalist. I seed and fund new
businesses within Satyam and watch over the ‘returns’ they bring.”
MAHENDER BITTLU
LEADER - SPACE ALLOCATION & MANAGEMENT
“Value becomes very evident when our customers and partners tell us as to how easy it is
to deal with us, how responsive we are and how quickly we make our decisions. This is
only possible with a culture of entrepreneurship.”
ROGER NEWMAN
“For our customers, the spirit of entrepreneurship translates into more flexible ways
of working and more innovative solutions. The customer always comes first and
we have the freedom to design our solutions according to his / her unique needs.”
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LEADERSHIP
If you ask us
what business
we are really in,
we’d say we are in
the Business of
Growing Leaders
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DEEPAK NANGIA
HEAD - AUSTRALIA & NEW ZEALAND
UGENDHER PENDLI
PRODUCTION EXECUTIVE
SRINIVASU SATTI
HEAD - MERGERS & ACQUISITIONS
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INNOVATI N
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VENKY RAO
HEAD - INNOVATION ENABLEMENT
VARADARAJAN
Dr. SRIDHAR
HEAD - APPLIED RESEARCH & SOLUTION DEVELOPMENT
DELIVERY MANAGER
SIVA PRASAD
POLIMETLA
DELIVERY MANAGER
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As we continue our journey,
we reaffirm our commitment
to placing our customer’s
success before ours,
upholding our values and
creating value
for our stakeholders.
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Board of Directors
B Ramalinga Raju
Chairman
B Rama Raju
Managing Director
Ram Mynampati
President & Whole-time Director
Dr. (Mrs.) Mangalam Srinivasan
Prof. Krishna G Palepu
Vinod K Dham
Prof. M Rammohan Rao
T R Prasad
Prof. V S Raju
Company Secretary
G Jayaraman
Global Head – Corporate Governance
Auditors
Price Waterhouse,
Chartered Accountants,
Hyderabad – 500 034
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Notice is hereby given that the 21st Annual General Meeting of Satyam Computer Services Limited will be held as per the
schedule given below.
Time : 11.00 AM
c) The auditors' report, thereon; and b) Gratuity payable at a rate not exceeding half a
month’s salary for each completed year of
d) The directors' report.
service.
2. To declare dividend on equity shares.
c) Leave encashment as per the Company’s rules.
3. To appoint a Director in place of Prof. M Rammohan
Rao, director, who retires by rotation and, being eligible, d) Leave travel concession for self and family as
offers himself for reappointment. per actuals.
4. To appoint a Director in place of Mr. Vinod K Dham, director, e) Medical reimbursement as per actuals.
who retires by rotation and, being eligible, offers himself
f) Furnished accommodation with gas, water,
for reappointment.
electricity, security, etc.
5. To appoint M/s. Pricewaterhouse, Chartered Accountants,
as auditors of the Company for the period commencing g) Provision of Company owned cars and telephone
from the conclusion of this meeting until the conclusion for personal purposes.
of the next Annual General Meeting, and to fix their h) Club fees (maximum two clubs).
remuneration.
Note: The perquisites shall be valued on cost to
Special Business Company basis.
6. To consider and if thought fit, to pass with or without
RESOLVED FURTHER THAT the Board be and is hereby
modification(s), the following resolution as an ordinary
authorized to vary, alter or modify the different components
resolution:
of the above remuneration as may be agreed to by the
“RESOLVED THAT further to the resolution passed at the Board of Directors and Mr. B Ramalinga Raju.
Annual General Meeting held on July 23, 2004 and pursuant
RESOLVED FURTHER THAT in case of absence or
to the provisions of Sections 198, 269, 309, 310, 311,
inadequacy of profits for any financial year, the Chairman
Schedule XIII to the Act, and other applicable provisions, if
shall be paid remuneration as per Section II of Part II of
any, of the Companies Act, 1956 (including any statutory
Schedule XIII to the Companies Act, 1956 (including any
modification or re-enactment thereof, for the time being in
statutory modification or re-enactment thereof, for the time
force) and subject to such sanctions and approvals as may
being in force) as may be applicable from time to time.”
be necessary, approval be and is hereby accorded to the
reappointment of Mr. B Ramalinga Raju, as Chairman and 7. To consider and if thought fit, to pass with or without
Director in the whole-time employment of the Company for modification(s), the following resolution as an ordinary
a further period of five years with effect from April 1, 2009 resolution:
at a remuneration as has been set out below:
“RESOLVED THAT further to the resolution passed at the
i. Salary (per month) – Rs. 200,000/- Annual General Meeting held on July 23, 2004 and pursuant
to the provisions of Sections 198, 269, 309, 310, 311 and
ii. Commission – Not more than one percent of the net
schedule XIII to the Act, and other applicable provisions, if
profits of the Company computed in accordance with any, of the Companies Act, 1956 (including any statutory
Section 349 of the Companies Act, 1956. modification or re-enactment thereof, for the time being in
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Financial highlights
Rs. in crores
Particulars 2007-08 2006-07 Growth%
Income from software services 8,137.28 6,228.47 30.65
Other income 257.20 181.61 41.62
Total income 8,394.48 6,410.08 30.96
Operating profit (PBIDT) 2,085.74 1,710.73 21.92
Interest 5.94 7.61 (21.94)
Depreciation 137.94 129.89 6.20
Profit before tax 1,941.86 1,573.23 23.43
Provision for tax 226.12 150.00 50.75
Profit after tax 1,715.74 1,423.23 20.55
Equity share capital 134.10 133.44 0.49
Reserves 7,221.71 5,648.07 27.86
Transfer to general reserve 171.60 142.32 20.57
Earnings per share
(Rs. Per equity share of
Rs. 2 each)
-Basic (Rs.) 25.66 21.73 18.08
-Diluted EPS (Rs.) 25.12 21.25 18.21
Dividend rate
(Interim plus Final) (%) 175 175 -
Overview
For the financial year ended March 31, 2008, your Company
reported a total income of Rs. 8,394.48 crores, comprising
income from software services of Rs. 8,137.28 crores, and other
income of Rs. 257.20 crores. Total revenues grew by 30.65%
over the previous financial year. The company recorded an
operating profit of Rs. 2,085.74 crores, and a net profit of Rs.
1,715.74 crores, representing a growth of 21.92% and 20.55%
respectively, over the previous financial year. North America,
Europe and rest of the world accounted for 60.35%, 20.58% and
19.07% of the revenues, respectively. Offshore revenue during
the year was 51.84%, while onsite was 48.16%.
Dividend
Your directors recommended a final dividend of Rs.2.50 per
share for your approval. This, coupled with the interim dividend
of Re.1 per share already paid, raises the total dividend for the
year to Rs. 3.50 per share.
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32
33
34
1. Technology absorption, adaptation & innovation, and iii. The directors had taken proper and sufficient care for the
benefits derived: The algorithms and systems maintenance of adequate accounting records in accordance
developed as part of the applied research activities with the provisions of the Companies Act, 1956 for
are used to build showcase solutions. The technology safeguarding the assets of the Company and for preventing
and domain knowledge obtained during R&D work, and detecting fraud and other irregularities;
and algorithms, frameworks, and solutions developed iv. The directors had prepared the annual accounts on a going
as part of R&D work are quite useful in effectively concern basis.
executing customer projects. Further, the algorithms
For and on behalf of the Board of directors
are also to be used as part of demo software and
solutions such as (a) ad targeting; (b) context-aware
mobile solutions; (c) proxy systems, and (d) rich media Place : Hyderabad B Ramalinga Raju
spam and leak for IPS/IDS systems. Date : April 21, 2008 Chairman
35
Total 15,000
(ii) Any other employee who receives a grant in any one year of options amounting to 5%
or more of options granted during that year. No
(iii) Identified employees who were granted options, during any one year, equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions)
of the Company at the time of grant. Nil
l) Diluted Earnings Per Share (EPS) (on par value of Rs. 2 per share) calculated in accordance
with Accounting Standard 20. 25.12
m) In accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, had
compensation cost for associate stock option plans been recognized based on the fair value at the date of grant in accordance
with Black Scholes’ model, the pro-forma amounts of the Company’s net profit and earnings per share would have been as
follows:
Particulars Year ended March 31,
2008 2007
1. Profit after Taxation
- As reported (Rs. in crores) 1,715.74 1,423.23
- Proforma (Rs. in crores) 1,701.29 1,373.05
36
o) A description of the method and significant assumptions used during the year to estimate the fair values of options.
1. Risk-free interest rate - 8.00%
2. Expected life - 2.51 Years
3. Expected volatility - 56.64 %
4. Expected dividends - 0.78 %
5. The price of the underlying share in market at the time of option grant:
Grant Date ASOP-RSUs (Rs.) ASOP-RSUs (ADS) (Rs.)
17.04.07 455.90 511.94
20.07.07 477.85 576.78
11.10.07 447.95 527.24
The fair value of options has been calculated by using Black Scholes’ method.
Note no: 1) The closing price of the shares on the date of the meeting of the Compensation Committee convened to grant the stock
options, on the stock exchange where highest volumes are traded;
or
the average of the two weeks high and low price of the share preceding the date of grant of option on the stock exchange on which
the shares of the company are listed; whichever is higher.
Note no: 2) Not less than the face value of the equity shares or such other price as may be calculated in accordance with the
applicable statutory rules, regulations, guidelines and laws, on the date of grant.
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Board of directors
Satyam’s current policy is to have an optimum combination of Executive and Non-Executive directors, to ensure the Board functions
independently.
38
Audit committee
The Audit committee consists of 100 percent independent and non-executive directors and helps Board of Directors fulfill its
oversight responsibilities.
The functions of Audit committee include:
1. Oversight of the company’s financial reporting process and disclosure of financial information to ensure that the financial
statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory
auditor and the fixation of audit fees.
3. Approval of engagement and payment to statutory auditors for any other non-audit services rendered by the statutory auditors.
4. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
5. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
6. Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority
of the official heading the department, reporting structure coverage and frequency of internal audit.
39
Compensation committee
The Compensation committee, consisting of 100 percent Independent and non-executive directors, evaluates compensation and
benefits for executive directors and frames policies and systems for Associate Stock Option Plans, as approved by members of the
Company.
Composition and other details
1) Dr. (Mrs.) Mangalam Srinivasan, Chairperson
2) Mr. Vinod K Dham
3) Prof. M Rammohan Rao
4) Prof. V S Raju
During the year, the committee met one time—July 20, 2007. Dr. (Mrs.) Mangalam Srinivasan, Prof. M Rammohan Rao and Prof.
V S Raju attended the meeting. Mr. Vinod K Dham participated in the meeting through video conference.
Details of remuneration of directors for the year 2007-08
a) Executive directors Rs.
B Ramalinga Raju B Rama Raju Ram Mynampati
Particulars Chairman Managing Director President & Whole-time
director
Salary 18,00,000 16,80,000 3,52,28,512
Commission 18,00,000 16,80,000 -
Contribution to PF 2,34,900 2,10,420 -
Superannuation 1,80,000 1,68,000 -
Others 20,28,455 6,69,305 -
Total 60,43,355 44,07,725 3,52,28,512
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(iii) There are no valid requests pending for share transfers as at year-end.
(iv) Members may contact the Secretarial Circle of the Company for their queries, if any, at:
+91 40 3065 4343/3065 4211 and Fax: +91 40 2789 7769.
In the last AGM, there were no resolutions required to be passed through postal ballot. The resolutions were passed by a show of
hands with requisite majority.
Disclosures
There are no materially significant related party transactions, i.e., transactions material in nature, with its promoters, the directors
or the management, their subsidiaries or relatives, etc., having potential conflict with the interests of the Company at large.
41
Means of communication
The audited quarterly, half-yearly, nine months and annual financial statements viz., balance sheet, profit and loss account,
including schedules and notes thereon, press releases, and presentations are posted on the Company’s website. The Company’s
quarterly, half-yearly, nine months and annual audited financial results are also uploaded on the EDIFAR (Electronic Data Information
Filing and Retrieval System) / CFDS (Corporate Filing and Dissemination System), viz., www.corpfiling.co.in website. The periodical
filings of the Company with Securities and Exchange Commission (SEC), US are also available on the Company’s website and at
www.sec.gov.
The quarterly, half-yearly, nine months and annual audited financial results are generally published in Business Standard (a
national daily), The Hindu and in Eenadu (a vernacular [Telugu] daily).
All material information about the Company is promptly sent through facsimile to the Stock Exchanges where the Company’s shares
are listed and released to wire services and the press for information of the public at large. Besides, the Company disseminates
information through press meets and analyst meets.
As required by sub-clause IV (F) of clause 49 of the listing agreement, management discussion and analysis report is provided
elsewhere in the annual report.
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* Committee on Uniform Securities Identification Procedures, (CUSIP) supplies a unique nine-character identification, called a
CUSIP number, for each class of security approved for trading in the U.S., to facilitate clearing and settlement. These numbers are
used when any buy and sell orders are recorded.
f) Listing fee for the financial year 2008-09 has been paid to all the Indian stock exchanges, where the shares of the Company are
listed and listing fee to NYSE Euronext has been paid for the calendar year 2008.
g) Stock Code: 1) BSE Code : 500376
2) NSE Code : SATYAMCOMP
3) Reuters Code : SATY.BO (BSE); SATY.NS (NSE)
4) Bloomberg : SCS IN
5) ADS Symbol (NYSE) : SAY
6) ADS Symbol (NYSE Euronext) : SAYE
h) The monthly high and low stock quotations during the previous financial year 2007-08 and performance in comparison to broad
based indices are given below.
i) Market Price and Indices data:
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iii) Premium (%) on ADS at NYSE compared to share price quoted at BSE
Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08
a) ADS Price – US $ 24.88 25.34 24.76 26.66 25.48 25.89 30.35 26.16 26.72 24.35 24.98 22.59
b) ADS price-INR 1,021.08 1,022.72 1,004.76 1,071.20 1,035.25 1,029.13 1,191.54 1,033.84 1,053.04 957.20 998.20 904.05
c) NSE Share Price (Rs.) 473.25 469.90 468.10 480.50 447.70 446.15 477.30 440.15 452.00 392.70 436.90 396.35
d) Premium– (Rs.)(b/2-c) 37.29 41.46 34.28 55.10 69.93 68.41 118.47 76.77 74.52 85.90 62.20 55.68
e) Premium % 7.88 8.82 7.32 11.47 15.62 15.33 24.82 17.44 16.49 21.87 14.24 14.05
Each ADS represents two equity shares. The ADS price has been converted by applying monthly closing noon buying rate of federal
reserve.
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Declaration regarding compliance with the Code of Conduct and Ethics Policy of the Company by Board
members and senior management personnel
This is to confirm that the Company has adopted Code of Conduct and Ethics Policy for the Board of Directors and Associates of the Company, which is available at
www.satyam.com.
I declare that the Board of Directors and senior managmenet personnel have affirmed compliance with the Code of Conduct and Ethics policy of the Company.
Auditors' Certificate regarding compliance of conditions of Corporate Governance under Clause 49 of the
Listing Agreement
To the Members of
Satyam Computer Services Limited
We have examined the compliance of conditions of Corporate Governance by Satyam Computer Services Limited ('the Company'), for the year ended March 31, 2008,
as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was carried out in accordance with the
"Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement)", issued by the Institute of Chartered Accountants of India
and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management lias
conducted the affairs of the Company.
Srinivas Talluri
Partner
Membership Number 29864
For and on behalf of
Place : Hyderabad Price Waterhouse
Date : April 21, 2008 Chartered Accountants
46
Fig. 1
ERM Process:
The Enterprise Risk Management is carried out at four levels, namely, (i) Project Level, (ii) FLCB Level, (iii) Unit Level and (iv)
Company Level. The residual risks at each of these levels are rolled up to the next level. The Fig.2 depicts the levels of the risk
management and the flow of risks roll up.
Fig. 2
A detailed ERM Policy Manual with a repository of risks is put in place and is circulated to all the stakeholders. The risk repository
is prepared based on an initial survey of various Business Units and Support Units.
47
Fig. 3
Risk Assessment:
The leaders are responsible to identify potential risks for their Project/Business/Unit. Risk exposure is assessed on a scale of 1-5,
1 being the low risk and 5 being high risk determining their inherent and likelihood of occurrence.
Risk Management:
Our risk management strategy envisages the risk appetite of potential events and its significant impact on the Company. Response
strategies to the identified risks may include -
1. Risk Mitigation - Methods to reduce the severity of the loss;
2. Risk Transfer - Cause another party to accept the risk;
3. Risk Avoidance - Not performing an activity that could carry risk;
4. Risk Accept - Accepting the loss when it occurs.
Risk Monitoring:
Execution of the risk response strategy will be monitored at the Project, FLCB, Unit, and Company Level for resolution.
An automated tool is put in place for effective monitoring of the ERM Process at all levels.
The risk rating of the FLCBs is made as one of the mandatory measures to track and review the performance of the FLCBs.
The ERM Forum consisting of Head – Leadership Development Group & Delivery, Chief Financial Officer, Global Head - Corp.
Governance & Company Secretary, Chief Technology Officer and Head – Quality meets at regular intervals to provide guidance on
application of risk management policies, reviews the risks and recommends corrective actions.
The Board of Directors periodically reviews the ERM Framework and its effectiveness.
Note: This report indicates the ERM we practice at Satyam. Our quarterly filings with Securities and Exchange Commission (SEC),
US on Form 6-Ks and Annual filing on Form 20-F, contain detailed discussion on risks associated with our business. These filings are
available at www.sec.gov.
48
49
Satyam Foundation – the CSR arm of Satyam HMRI (Health Management and Research Institute)
Satyam Foundation (an ISO 9001:2000 Certified CSR) is a support HMRI, incubated by Satyam Foundation, is a unique Public Private
framework aiding the vulnerable and underprivileged sections in Partnership with Govt. of Andhra Pradesh. HMRI believes in
urban areas. Its various initiatives are aimed at transforming the supplementing/supporting/complementing the existing Public
quality of life, deploying technology and harnessing volunteerism. Health Delivery Systems.
The Foundation is committed to leveraging the power of ICT HMRI has a vision to provide Health Care services through 40
(Information and Communication Technology) to bridge the million Virtual Contacts and 40 million Physical Contacts per
‘digital divide’ that limits opportunities for success and prosperity, annum in the State of Andhra Pradesh (which has a population of
and thereby, transforming lives of the less privileged. All initiatives about 80 million) through an Integrated Virtual Public Health
of the Foundation target the urban disadvantaged population in Services Platform. HMRI services include a 104-Health Helpline
cities where Satyam has an established presence. (24X7), Telemedicine, FDHS (Fixed Day Health Services), IDSP
Satyam Foundation believes in engaging with the problem rather (Integrated Disease Surveillance Project), Networking of Hospitals
than cheque-book charity, all CSR related interventions of Satyam and Electronic Blood Exchange (to optimize the supply of blood),
Foundation are volunteer-driven. Called Magnificent 7 (M7), a Tele-Appointment services among others.
team of 7 or more volunteers takes up an activity, owns it and Volunteering
implements it. Outcomes of every initiative demonstrate our deep Satyam has a “fellowship commitment measure” for volunteering
belief that, when people come together, remarkable things happen. by its associates, where the target is that 10% of Satyam associates
All core competencies of Satyam - Technology, Innovation and spend at least 10% of their free personal time in CSR activities.
Leadership are applied and used as change agents, enabling 13754 Satyam associates registered as volunteers and formed
transformation for the urban deprived wherever required. 232 M7 teams, clocking a cumulative total of more than 500000
volunteer hours, since inception.
The Foundation has 7 Chapters located at Hyderabad, Pune,
Bengaluru, Bhubaneshwar, Chennai, Vishakapatnam and
Gurgaon. Efforts are on to open chapters shortly in the UK, Key impacts during 2007-08
Australia, China and US.
Health
Satyam Foundation focuses all its activities in the seven core More than 2,50,000 beneficiaries
areas of – HIV/AIDS, Health, Livelihoods, Street Children, received free health care and
Education, Environment (corporate and community interventions) medicines in the 3 Urban Health
and Empowering Persons with Disability. Posts adopted. 500 Thalassaemia
Core values: children were supported with fresh
• Involving People blood whenever required. Satyam
• Applying Knowledge has the distinction of being the most
• Making things happen consistent and single largest corporate blood donor to Red Cross
and Jeevan Jyothi, across the four cities of Hyderabad, Chennai,
A snapshot of achievements: Bengaluru and Bhubaneswar (4000 units of blood were donated
• The largest corporate volunteering program in the country this year by Satyamites). Volunteers were also involved in the
with 13,754 registered volunteers pulse polio drive in the Old City areas of Hyderabad.
• 232 Magnificent Seven (M-7) teams
• Crossed more than 500000 volunteer hours since inception HIV/AIDS
• Largest corporate Blood Donor to Red Cross across four “My Future My Choice” – is an
cities- Hyderabad, Chennai, Bhubaneswar and Bengaluru. awareness program designed to orient
Awarded the Blood Shield by Red Cross. students from professional courses in
• Supports 500 Thalassaemic children with fresh blood behavioral changes and life skills. HIV
whenever required education was taken up in 248 colleges
• Winner of Business World FICCI-SEDF 2006 award for ‘Best impacting more than 50,000 students
Corporate Citizen’ across the four cities of Hyderabad,
• Winner of TERI Corporate Award 2006-2007 for CSR activities Bengaluru, Pune and Bhubaneswar.
• Obtained ISO 9001:2000 Certification The program was implemented in partnership with Jawaharlal
Nehru Technological University, Manipal University, Orissa AIDS
Technology focus Control Society, AP State AIDS Control Society, Wake-up Pune,
Leveraging technology (Information and Communications Network of Positive People and Population Services International.
Technology) has been the forte and the hallmark of the Foundation Numerous Care and support programs have been taken up for
and its various initiatives. People Living with HIV and Children affected and infected.
The recent achievements include automation of Anti Retroviral Volunteers regularly visit the homes where these children are
Treatment Process in two Government Hospitals for HIV/AIDS placed and mentor them, facilitate health programs, conduct
patients and a unique public private joint venture, HMRI (Health events, celebrate important days, conduct outings, donate food,
Management and Research Institute). clothes, toys and games, etc.
50
In shelter homes run by the 64 M7 teams mentor Government school children, conduct
Government, 65 vulnerable women notebook distribution drives, computer classes for students,
were trained in lace making and teachers and headmasters; classes in English, Science and Math,
regular health check ups were take up awareness campaigns on environmental issues, hold
conducted for 110 inmates. activities in team building, quizzes, General Knowledge, Child
International events like the World Rights and celebrate important days like Independence Day,
AIDS Day, Candle Light Memorial Teachers’ Day and Childrens’ Day.
Day, International Women’s Day were observed across chapters Various initiatives include KidSmart
with various activities, like distribution of Red Ribbons, talk centers, summer camps, regular PTA
shows, seminars, webinars, signature drives, street plays, rallies (Parent Teacher Association) meetings,
and marathons. Special projects and drives on HIV awareness Motivational Tours, a mobile Science
included a week long talk show on Radio Mirchi in Chennai, a Lab, Vedic Math classes, Nutrition
film-making competition for Satyam associates in Hyderabad, Programs, etc. Two more KidSmart
Chennai and Pune and a street play competition for Youth in centers are to be set up this year.
Pune. 56 sponsors are providing financial support to 56 children
Street Children
for their education, through the year.
More than 2500 children in 16 shelters/
Technology projects Transit homes/Observation homes (both
• ART (Anti-retroviral Treatment) boys and girls) /orphanages/de-addiction
biometric project: This project was camps for children have been catered to,
aimed at developing fingerprint-based during 2007-08.
modules for monitoring and reducing More than 1000 Satyam volunteers
cycle time at ART centre. Two pilots mentored the children with compassion,
were undertaken in collaboration with counseling them, teaching them to read,
Andhra Pradesh State AIDS control sing, act, draw, play games and took them on motivational trips.
Society. Presentations were made to Pune AIDS Control Society The campaign on Ban Child Labor was continued on a large
and Karnataka Health Promotion Trust for scaling up. scale in all Satyam locations. M7 teams adopted 3 shelters and
• Chillguru.com: A youth website to provide information and catered to their needs with huge donations by setting up a library
answer queries, was launched. The site will be fully and bought kitchen equipment, safe deposit lockers, apart from
operational from the first week of April, 2008. food and clothing. Healthcare camps, skill training, nutrition
• A Virtual Learning Platform was constructed. schemes, educational support, were some of the additional
• Protocol developed for Helpline: Facilitated a project for interventions taken up.
development of HIV/AIDS protocols for Health Management
Environment – Corporate Interventions
Research Institute contact centre 104.
Aim - to bring out Zero Waste Campuses
Livelihoods at two of the largest Satyam owned
Satyam Foundation runs eight IT schools and also provides locations viz., STC (Hyderabad) and
vocational training (in 20 trades) in 6 chapters in collaboration SDC (Bengaluru). As a part of the
with other organizations, together in IT schools and under Eco-friendly movement the Foundation
vocational training around 3300 underprivileged youth have been is undertaking E-waste management,
trained this year with 80% placement support. Eco-friendly and decentralized waste
water disposal systems at Bhubaneswar and plans for determining
Empowering Persons with Disability
Carbon footprint of Satyam and Energy efficiency through
A new initiative from Satyam
sustainable interventions in lighting systems are also in the process.
Foundation, aims to provide livelihood
opportunities to Ortho Persons With
Environment – Community Interventions
Disability in the form of employment and
In order to improve the green cover Satyam Volunteers have
self-employment. Under self-
planted 25000 saplings so far, promoting indigenous avenue
employment, about 26 people have so
trees and fruit trees. More than 90% (25 tons) of waste paper was
far benefited under various initiatives.
collected for recycling from Satyam locations. A comprehensive
The first Abilities Mela was conducted
Eco-friendly Solid Waste Management
in August 2007 in which more than 800 persons with disability
project implemented as a pilot in one of
participated, along with various institutions/NGOs/individuals
the largest municipalities in Hyderabad.
working for the disabled.
Among other initiatives Eco-friendly
Education Ganeshas for Ganesh festival, noise-free
This year, Satyam Foundation has adopted 200 government schools crackers for Divali, natural colors for Holi,
in Hyderabad, Bengaluru, Chennai, Pune and Bhubaneshwar, were also promoted both in Satyam
impacting approximately 24,000 school children and 1000 teachers. locations and in outside communities.
51
Building a Healthy, Safe and Environmentally friendly enterprise:
Satyam has embarked on a journey to ensure Healthy, Safe and health week include eye checkups, cardiac checks, Ergonomics
Environmentally friendly business operations. We believe this trainings and detailed sessions on Lifestyle related health issues.
will empower us to enhance stakeholder delight- a core value
HSE management system assessment was conducted by external
of Satyam. At Satyam, we defined stakeholders as those involved
auditing body Bureau Veritas Certifications to understand the
in our business ecosystem including associates, Investors,
compliance with the International standards. The Bangalore
Customers and Society. Satyamway advocates balancing the
facility is now an ISO 14001 and OHSAS 18001 certified. The
interests of all our stakeholders all the time. As a critical
auditors appreciated the management commitment towards HSE,
component to live up to this mindset, we at Satyam believe that
Health and Safety is critical for our stakeholders and it is our the passion demonstrated by the team and the Risk assessment
responsibility to operate in an Environmentally friendly manner methodology developed in house. HSE Implementation is now
and use the available natural resources responsibly. To currently underway at some of our other locations. To achieve
institutionalize this mind set, a Health, Safety and Environment the policy objectives, Cross functional teams from Corporate
policy has been released with total commitment (referred to as Quality, Human Resources, Corporate services and Satyam
HSE policy here after). Building a Healthy, Safe and Foundation came together and built collaborative framework
Environmentally friendly enterprise: To ensure seamless consisting of various processes and controls. Through the HSE
implementation of the HSE policy and spreading the HSE spirit initiative we have been able to demonstrate that Satyam is a
organization wide; HSE management systems have been responsible corporate citizen, a good employer and a preferred
established. In order to ensure efficient and strong HSE partner to engage in business with. The HSE systems have been
management systems and processes, we have adopted widely appreciated by many a clients and have also been a very
accepted international standards of ISO 14001:2004 and OHSAS critical factor for having been considered as a preferred
18001:1999. The Implementation of the HSE systems was partner by large clients in the recent past. Satyam is
initiated at Bangalore - Satyam Development Center. As part of committed to Stakeholder delight and through HSE we
the implementation various initiatives have been undertaken envision to achieve associate delight by providing healthy
including a detailed exercise to reduce water consumption at working conditions, investor delight by implementing
the facility, optimize electricity consumption at the facility and a processes to optimize natural resource consumption and
solid waste management process has been established. bringing down operating costs, Customer delight by being a
Associate Health related events were conducted across cities responsible business partner aligning itself to clients
where we invited renowned qualified medical professionals to strategic objectives and achieve Societies delight by ensuring
advice and advocate healthy practices to our associates and that our business operations are environmentally friendly.
perform medical checkups. The health week was received very Our strong belief in our core value of Stakeholder delight
positively and has been institunalize as a planned and periodic helps us in creating value and facilitates Business
practice. Some of the major programs concluded during the Transformation Together.
Provide and maintain a healthy Provide and maintain safe equipment with Minimize damage to the environment and
workplace and lifestyle appropriate safety training Facilitate comply with legal requirements Conduct
arrangements for associate safety while working operations through efficient use of resources
52
Indian GAAP Financial Statements
• Auditors’ report
• Balance Sheet
• Schedules
53
• Impact of the Internet and other new technologies on business. Businesses are increasingly using the Internet to interact with
new and existing customers and create new revenue opportunities. Businesses conducted electronically over the Internet extend
beyond Internet-based applications to include packaged software tools, such as customer and supply chain management
software, that need to be integrated with a company’s enterprise systems. These initiatives are often large and difficult to manage
in-house and need to keep pace with constantly evolving business processes and technological innovations leading to demand
for IT services companies.
• Managing and upgrading existing systems. Managing and upgrading existing systems has become critical given the importance
of IT and related systems to new business initiatives. Internal IT departments often do not have the appropriate resources or
breadth of skills necessary to manage or upgrade existing systems. As a result, companies are increasingly looking to external
service providers to design, integrate, implement and maintain their applications based on new technologies.
• Increasing trend towards adoption of global delivery model. The increasing complexities and costs of IT services, together with
an increasing need for highly skilled technology professionals and tightening IT budgets for companies, are driving demand for
professional IT services companies who are able to provide a cost effective, high quality, comprehensive range of services using
the global delivery model. The model is enabling companies to increasingly outsource complex assignments and generate not
only cost savings in IT services but also greater efficiencies in their business processes. In addition, companies are increasingly
using the “utility computing” or “pay for what you use”, model for infrastructure, data- warehousing and IT system usage, which
is further fueling growth in infrastructure, network outsourcing and network management services.
India is considered to be the most favored destination for offshore IT service delivery. According to the National Association of
Software and Services Companies, or NASSCOM strategic review 2008, the export revenue generated from the software and service
industry (IT-BPO) in India was approximately $ 24 billion in fiscal 2006. In fiscal 2007, the export revenue increased by 31% to $31.8
billion. The projected export revenue for fiscal 2008 is approximately $40.8 billion and which is likely to increase to $60 billion by
the end of 2010. The key factors that are expected to contribute to this growth are:
• High quality delivery record. Indian companies have developed high quality delivery processes. As of December 2007, over 498
India-based centres had acquired quality certifications with 85 companies certified at SEI CMM level 5 – which was higher than
any other country. Level five is the highest level attainable under the SEI-CMM standards, which assess an organization’s quality
management system and systems engineering processes and methodologies.
• Large supply of English-speaking IT professionals. We believe that India ranks second only to the United States as the country
with the largest population of English-speaking IT professionals. According to the NASSCOM strategic review 2008, educational
institutes in India were expected to add approximately 500,000 technical personnel (Engineering degree/master’s degree in
computer applications) in fiscal 2008. Given the shortage of technical labour in the United States and other developed economies,
the availability of technically skilled personnel is proving to be a competitive advantage for Indian IT service companies.
• Significant cost advantage. We believe that the cost of employing IT professionals in India is significantly lower than in developed
countries such as the United States. The use of high quality, low cost resources provides a significant opportunity for companies
to realize cost savings by offshoring IT services to India.
• Evolving “beyond-cost” proposition. The Indian IT industry continues to explore means of delivering value beyond operational
cost savings. These beyond-cost benefits offer the potential to realize cost savings significantly higher than the traditional cost
advantages derived by offshoring the delivery of IT services.
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55
Outlook
The outlook for the fiscal year ending March 31, 2008 under Indian GAAP consolidated is as follows:
For fiscal 2008, income from services is expected to be between Rs. 7,793 crores and Rs. 7,916 crores, implying a growth rate of
20.0% to 22.0% over fiscal 2007 income of Rs. 6,485 crores. Earnings Per Share (EPS) for the fiscal 2008 is expected to be between
Rs. 25.32 and Rs. 25.73, implying a growth rate of 18.00% to 20.00% over fiscal 2007 EPS of Rs. 21.45.
The internal audit, an independent appraisal function to examine and evaluate the adequacy and effectiveness of the internal control
system, appraises periodically about activities and audit findings to the Audit Committee.
Internal audit ensures that systems are designed and implemented with adequate internal controls commensurate with the size and
operations; transactions are executed and assets are safeguarded and deployed in accordance with the policies; existence of
adequacy of internal controls in all existing policies and procedures.
The Audit Committee was constituted as a sub-committee to the Board of Directors and it consists solely of independent directors.
The meetings of the committee are held periodically to review and recommend, inter alia, the quarterly, half yearly, nine months and
annual financial statements. The committee also holds discussions with statutory auditors, internal auditors and the Management
on matters pertaining to internal controls, auditing and financial reporting. The Committee reviews with the statutory auditors the
scope and results of the audit.
In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our
required assessment of our internal controls over financial reporting. We consistently assess the adequacy of our internal controls
over financial reporting, remediate any control deficiencies that may be identified, and validate through testing that our controls are
functioning as documented. While we do not anticipate any material weaknesses or significant deficiencies, our independent
auditors may be unable to issue unqualified attestation reports on management’s assessment on the operating effectiveness of our
internal controls over financial reporting.
56
Financial performance
Share capital and reserves and surplus
During the year, we allotted 3,283,284 equity shares of Rs. 2 each fully paid up pursuant to exercise of stock options under various
stock option plans of the Company. Consequently, the total outstanding equity shares increased to 670,479,293 as at March 31, 2008
from 667,196,009 as at March 31, 2007 and the paid up share capital increased to Rs. 134.10 crores from Rs. 133.34 crores and
the share premium account increased to Rs. 1,368.57 crores from Rs. 1,321.18 crores during the same periods respectively. During
the year, Satyam recorded a net profit after tax of Rs.1,715.74 crores and Rs. 171.60 crores was transferred to general reserve
account.
Secured loans
The secured loans, comprising of vehicle loans, increased to Rs. 23.67 crores as of March 31, 2008 from Rs. 13.79 crores as of
March 31, 2007.
Fixed assets
To keep pace with the expansion plans of the Company, world class infrastructure facilities are being developed at various locations.
The capital expenditure during fiscal 2008 amounted to Rs. 383.85 crores as compared to Rs. 345.82 crores in fiscal 2007. This
primarily comprised of expenditure on plant and machinery including computers and software which amounted to Rs. 136.15 crores
during fiscal 2008.
Investments
Investments increased by Rs. 292.65 crores to Rs. 493.80 crores in fiscal 2008 from Rs. 201.15 crores in fiscal 2007.
On August 14, 2007, the Company purchased 4,816,750 equity shares of Satyam BPO from Olympus BPO Holdings Ltd for Rs.
141.81 crores (equivalent US$34.88 million) and also subscribed to further 8,055,000 equity shares of Satyam BPO of Rs. 10 each
at a premium of Rs. 60 per share aggregating Rs. 56.39 crores.
On December 31, 2007, the Company purchased 1,605,617 equity shares of Satyam BPO from Intel Capital (Cayman) Corporation
for Rs.45.94 crores (equivalent US$11.62 million).
During the year, the Company purchased 358,952 equity shares vested and exercised by the employees of Satyam BPO under its
Employee Stock Option plan for a consideration of Rs. 10.55 crores
On June 29, 2007, the Company entered into an amendment agreement with the selling shareholders of Citisoft providing for an early
exit of the selling shareholders. As per the amendment agreement, an exit consideration of Rs. 14.25 crores (equivalent GBP 1.74
million) and payment towards EBT of Rs. 0.65 crores (equivalent GBP 0.08 million) has been paid in July 2007 upon selling
shareholders agreeing for removal of provisions of deferred consideration, maximum earn-out consideration and a portion of
payments towards EBT.
On July 19 2007, the Company entered into an amendment agreement with the selling shareholders of Knowledge Dynamics Pte. Ltd
on agreeing to the terms of the agreement including removal of provisions relating to earn out consideration. As per the amendment
agreement, an exit consideration of Rs. 2.97 crores (equivalent SGD 1.11 million) has been paid by the company in July 2007. In
addition to the exit consideration the company agreed to make a deferred payment of Rs. 0.99 crores (equivalent SGD 0.37 million)
payable by May 15, 2008. The exit consideration and deferred payment has been recognised as cost of investment by the Company.
On October 23, 2007, the Company acquired 100% of the shares of NITOR Global Solutions Ltd, United Kingdom (“Nitor”), a
Company specialized in the Infrastructure Management Services (IMS) space. The total consideration for this acquisition was
approximately Rs.22.40 crores (equivalent GBP 2.76 million) including a performance-based payment of up to Rs. 10.34 crores
(equivalent GBP 1.3 million) over two years conditional upon specified revenue and profit targets being met. The Company has paid
initial consideration of Rs.12.06 crores (equivalent GBP 1.46 million) on January 04, 2008.
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58
We provide our IT services through a combination of (i) offshore centers located throughout India, (ii) teams working onsite at a
customer’s location, (iii) nearshore centers located in Canada, China and Hungary to serve U.S.-based, Asia Pacific based and
Europe based customers, respectively and (iv) offsite centers in locations including Australia, Brazil, Canada, China, Germany,
Hungary, Japan, Korea, Malaysia, Singapore, South Africa, Thailand, the United Arab Emirates, the United Kingdom and the United
States. Offshore IT services’ revenues consist of revenues earned both from IT services work conducted at our offshore centers in
India as well as onsite work conducted at customers’ premises which is related to offshore work. Offshore IT services’ revenues do
not include revenues from our offsite or nearshore centers located outside of India or revenues from onsite work which is not related
to any offshore work. These latter revenues are included in onsite/offsite revenues.
We generally charge higher rates and incur higher compensation expenses for work performed by our onsite teams at our customer’s
premises or at our offsite and nearshore centers, as compared to work performed at our offshore centers in India. Services performed
by our onsite teams or at our offsite centers typically generate higher revenues per capita, but at a lower gross margin, than the same
amount of services performed at our offshore centers in India.
Revenues based on geography
We have experienced increasing volumes of business from customers located in North America Europe, attributable to both new
customers and additional business from existing customers. We expect that most of our revenues will be from North America
followed by Europe in fiscal 2009.
The following table gives the composition of our IT services revenues based on the location customers for the years indicated:
Rs. in crores
Region Year ended March 31,
2008 2007
North America 4,911.09 60.35% 4,029.50 64.69%
Europe 1,674.72 20.58% 1,163.13 18.67%
Asia Pacific 1,101.10 13.53% 661.93 10.63%
India 248.10 3.05% 267.41 4.29%
Rest of the World 202.27 2.49% 106.50 1.71%
Total 8,137.28 100.00% 6,228.47 100.00%
Revenues by technology
We provide a comprehensive range of IT services, including application development and maintenance, consulting and enterprise
business solutions, extended engineering solutions, and infrastructure management services. We seek to be the single service
provider capable of servicing all of our customers’ IT requirements. Our consulting and enterprise business solutions includes
services in the area of enterprise resource planning, customer relationship management and supply chain management, data
warehousing and business intelligence, knowledge management, document management and enterprise application integration.
The following table presents our IT services revenues by type of service offerings:
Rs. in crores
Technology Year ended March 31,
2008 2007
Software Development and Maintenance 3,582.03 44.02% 2,956.03 47.46%
Consulting and Enterprise Business Solutions 3,651.20 44.87% 2,579.21 41.41%
Extended Engineering Solutions 553.34 6.80% 409.83 6.58%
Infrastructure Management Services 350.72 4.31% 283.40 4.55%
Total 8,137.28 100.00% 6,228.47 100.00%
59
Even though in percentage terms there has been decline in fixed-price contracts in fiscal 2008 as compared with fiscal 2007, we
expect that revenue from fixed-price contracts will increase in the long term.
Other Income
Other income primarily comprises of interest on deposits and gain or loss on exchange fluctuations. Other income increased by
41.62% to Rs. 257.20 crores in fiscal 2008 from Rs. 181.61 crores in fiscal 2007 increase in interest accrued on fixed deposits by
Rs.207.62 crores This increase in interest income was primarily due to accrual of interest for full year in fiscal 2008 as against
accrual for four months (since December 2006) in fiscal 2007.
Majority of our revenues are generated in U.S. dollars and a significant portion of our expenses, including personnel costs as well
as capital and operating expenditures, will continue to be denominated in Indian rupees. Consequently, our results of operations
have been affected to the extent the rupee appreciates/depreciates against the foreign currencies. During the year ended March 31,
2008, the average rupee exchange rate against the US dollar appreciated by 8.56% (approximately) and the year end rupee
exchange rate against the US dollar appreciated by 8.56% (approximately). As a result of rupee appreciation/depreciation against
the major foreign currencies (viz., USD, GBP, Euro, AUD, Yen, etc.,) we had a foreign exchange loss (net) of Rs. 20.67 crores during
the year ended March 31, 2008, as compared to gain (net) of Rs. 13.54 crores during the year ended March 31, 2007. We enter into
foreign exchange forward and options contracts to mitigate the risk of changes in foreign exchange rates on cash flows denominated
in certain foreign currencies. During the year, we recorded a gain of Rs. 38.27 crores on the forward and options contracts as
compared to a gain of Rs. 26.64 crores in the previous year.
Personnel Costs
Personnel costs increased by 36.14% to Rs. 5,045.54 crores in fiscal 2008 from Rs. 3,706.04 crores in fiscal 2007. This increase in
personnel costs was primarily on account of: (1) increase in the total number of technical associates by 9,467 to 43,279 in fiscal
2008 from 33,812 in fiscal 2007 and increase in non-technical associates by 832 to 2,690 in fiscal 2008 from 1,858 associates in
fiscal 2007; (2) increase in number of onsite technical associates by 2,567 to 9,391 in fiscal 2008 from 6,824 in fiscal 2007 for which
we pay a higher compensation; (3) salary incentives amounting to Rs. 524.01 crores were given in fiscal 2008 as compared to Rs.
251.31 crores in fiscal 2007. Salary incentives increased primarily due to staggered cash rewards by the company in fiscal 2008.
As a percentage of revenues, personnel costs increased to 62.01% in fiscal 2008 from 59.50% in fiscal 2007.
Operating and administrative expenses
Operating and administrative expenses increased by 27.17% to Rs. 1,263.20 crores in fiscal 2008 from Rs. 993.31 crores in fiscal
2007. This increase was primarily due to increase in travelling expenses, legal and professional, rent, communication, repairs and
maintenance and other expenses. Travelling expenses increased by 25.35% to Rs. 460.76 crores or 5.66% of revenues in fiscal 2008
from Rs. 367.57 crores or 5.90% of revenues in fiscal 2007. Traveling expenses increased primarily due to increase in travels by our
associates. Legal and professional charges increased by 29.90% to Rs. 181.19 crores or 2.23% of revenues in fiscal 2008 from Rs.
139.48 crores or 2.24% of revenues in fiscal 2007. Rental expenses increased by 43.07% to Rs. 126.00 crores or 1.55% of revenues
in fiscal 2008 from Rs. 88.07 crores or 1.41% of revenues in fiscal 2007. Rental expenses increased primarily on account of
additional premises taken on rent at offshore and overseas locations. Communication expenses increased by 26.74% to Rs. 81.52
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61
2. We conducted our audit in accordance with the auditing (e) On the basis of written representations received from
standards generally accepted in India. Those Standards the directors, as on March 31, 2008 and taken on
require that we plan and perform the audit to obtain record by the Board of Directors, none of the directors
reasonable assurance about whether the financial is disqualified as on March 31, 2008 from being
statements are free of material misstatement. An audit appointed as a director in terms of clause (g) of sub-
includes examining, on a test basis, evidence supporting section (1) of section 274 of the Act;
the amounts and disclosures in the financial statements. (f) In our opinion and to the best of our information and
An audit also includes assessing the accounting principles according to the explanations given to us, the said
used and significant estimates made by management, as financial statements together with the notes thereon
well as evaluating the overall financial statement and attached thereto give in the prescribed manner
presentation. We believe that our audit provides a the information required by the Act and give a true
reasonable basis for our opinion. and fair view in conformity with the accounting
3. As required by the Companies (Auditors’ Report) Order, principles generally accepted in India:
2003, as amended by the Companies (Auditor’s Report)
(i) in the case of the Balance Sheet, of the state of
(Amendment) Order, 2004, issued by the Central Government
affairs of the Company as at March 31, 2008;
of India in terms of sub-section (4A) of Section 227 of ‘The
Companies Act, 1956’ of India (‘the Act’) and on the basis (ii) in the case of the Profit and Loss Account, of the
of such checks of the books and records of the Company as profit for the year ended on that date; and
we considered appropriate and according to the information
and explanations given to us, we give in the Annexure a (iii) in the case of the Cash Flow Statement, of the
statement on the matters specified in paragraphs 4 and 5 of cash flows for the year ended on that date.
the said Order.
4. Further to our comments in the Annexure referred to in
paragraph 3 above, we report that:
(a) We have obtained all the information and
Srinivas Talluri
explanations, which to the best of our knowledge and
Partner
belief were necessary for the purposes of our audit;
Membership No. 29864
(b) In our opinion, proper books of account as required for and on behalf of
by law have been kept by the Company so far as Place : Hyderabad Price Waterhouse
appears from our examination of those books; Date : April 21, 2008 Chartered Accountants
62
Name of the statute Nature of dues Amount (Rs.) Period to which the Forum where the dispute is
amount relates pending
63
64
65
66
67
I. Sources of Funds :
1. Shareholders’ Funds
(a) Share Capital 1 134.10 133.44
(b) Share application money, pending allotment 1.83 7.85
(c) Reserves and Surplus 2 7,221.71 5,648.07
7,357.64 5,789.36
2. Loan Funds
(a) Secured Loans 3 23.67 13.79
7,381.31 5,803.15
II. Application of Funds :
1. Fixed Assets 4
(a) Gross Block 1,486.53 1,280.40
(b) Less: Depreciation / Amortisation 1,062.04 930.45
(c) Net Block 424.49 349.95
(d) Capital Work in Progress 458.63 290.05
883.12 640.00
7,381.31 5,803.15
Notes to Accounts 15
The Schedules referred to above and the Statement on Significant Accounting Policies form an integral part of the Balance Sheet.
This is the Balance Sheet referred to for and on behalf of the Board of Directors
in our report of even date.
68
Income
Services
- Exports 7,889.18 5,961.06
- Domestic 248.10 267.41
Other Income 12 257.20 181.61
8,394.48 6,410.08
Expenditure
Personnel Expenses 13 5,045.54 3,706.04
Operating and Administration Expenses 14 1,263.20 993.31
Financial Expenses 5.94 7.61
Depreciation 137.94 129.89
6,452.62 4,836.85
Profit Before Taxation 1,941.86 1,573.23
Provision for Taxation - Current 254.86 168.15
- Fringe Benefit 15.54 12.06
- Deferred (44.28) (30.21)
Profit After Taxation 1,715.74 1,423.23
Add: Balance brought forward from previous year 3,848.32 2,836.81
Less: Residual dividend and additional dividend tax 0.37 (0.56)
Profit Available for Appropriation 5,563.69 4,260.60
Appropriations :
Interim Dividend @ Re. 1.00 per Equity Share of Rs. 2.00 each 66.88 65.61
(2007 - Rs. 1.00 per Equity Share)
Final Dividend @ Rs. 2.50 per Equity Share of Rs. 2 each 167.64 166.80
(2007 - Rs. 2.50 per Equity Share)
Tax on distributed profits 39.86 37.55
Transfer to General Reserve 171.60 142.32
Balance carried to Balance Sheet 5,117.71 3,848.32
Earnings Per Share (Rs. per equity share of Rs. 2 each)
Basic 25.66 21.73
Diluted 25.12 21.25
No. of Shares used in computing Earnings Per Share
Basic 668,673,978 654,853,959
Diluted 683,138,400 669,705,425
Notes to Accounts 15
The Schedules referred to above and the Statement on Significant Accounting Policies form an integral part of the Profit and Loss
Account
This is the Profit and Loss Account referred to for and on behalf of the Board of Directors
in our report of even date.
69
1. Share Capital
Authorised :
800,000,000 Equity Shares of Rs. 2 each 160.00 160.00
Issued and Subscribed :
670,479,293 (March 31, 2007 - 667,196,009) Equity Shares of
Rs. 2 each fully paid-up 134.10 133.44
Out of the above:
4,000,000 Equity Shares of Rs. 2 each were allotted as fully paid-up for
consideration other than cash pursuant to the Scheme of Amalgamation
with Satyam Enterprise Solutions Limited
468,289,738 Equity Shares of Rs. 2 each were allotted as fully paid-up by
way of Bonus Shares by capitalising free reserves of the Company
130,490,460 (2007-130,209,472 ) Equity Shares of Rs. 2 each fully paid-up
were alloted to associates of the Company representing 65,245,230
(2007-65,104,736) American Depository Shares
41,263,404 (2007-38,116,009 ) Equity Shares of Rs. 2 each fully paid-up
were alloted to associates of the Company pursuant to the Associate Stock
Option Plan - B (ASOP-B) and Associate Stock Option Plan - ADS (ASOP-ADS)
15,440 (2007-Nil ) Equity Shares of Rs. 2 each fully paid-up were alloted to
associates of the Company representing 7,720 (2007-Nil) Restricted Stock Units (ADS)
120,449 (2007-Nil ) Equity Shares of Rs. 2 each fully paid-up were alloted to
associates of the Company pursuant to the Restricted Stock Units (ASOP)
3. Secured Loans
Vehicle Loans 23.67 13.79
70
Sat_AR08_Final_Jul22_TP 2 Col.pmd
Rs. in Crores
71
DESCRIPTION As at As at As at For the On As at As at As at
01.04.2007 Additions Deletions 31.03.2008 01.04.2007 year Deletions 31.03.2008 31.03.2008 31.03.2007
3. Plant and Machinery 873.32 136.15 1.93 1,007.54 733.63 100.41 1.76 832.28 175.26 139.69
(Including Computers
and Software)
4. Office Equipment 25.99 8.04 - 34.03 17.01 4.04 - 21.05 12.98 8.98
5. Furniture, Fixtures
and Interiors 194.90 32.03 0.10 226.83 146.41 20.34 0.10 166.65 60.18 48.49
6. Vehicles 38.06 22.94 7.10 53.90 16.53 9.03 4.49 21.07 32.83 21.53
Total 1,280.40 215.26 9.13 1,486.53 930.45 137.94 6.35 1,062.04 424.49 349.95
As at 31.03.2007 1,153.16 132.57 5.33 1,280.40 803.74 129.89 3.18 930.45 349.95 -
* Includes Rs. 12.24 crores (2007-Rs.12.24 crores ) in respect of which deed of conveyance is pending.
7/23/2008, 7:19 PM
71
Schedules annexed to and forming part of the Balance Sheet
Rs. in Crores
As at As at
31.03.2008 31.03.2007
5. Investments
Long Term-At Cost
i) Trade (Unquoted)
Satyam Venture Engineering Services Private Limited
3,544,480 Shares of Rs. 10 each, fully paid-up 3.54 3.54
CA Satyam ASP Private Limited
7,168,995 Equity Shares of Rs. 10 each, fully paid-up 7.17 7.17
Intouch Technologies Limited
833,333 Shares of 20 US cents each, fully paid-up 10.90 10.90
Less : Provision for diminution 10.90 - 10.90 -
Medbiquitious Services Inc.,
334,000 Shares of ‘A’ series Preferred Stock of US Dollars 0.001 each, 1.57 1.57
fully paid-up
Less : Provision for diminution 1.57 - 1.57 -
Avante Global LLC.,
577,917 class ‘A’ units representing a total value of US Dollars 540,750 2.54 2.54
Less : Provision for diminution 2.54 - 2.54 -
Jasdic Park Company
480 Shares of J Yen 50,000 each, fully paid-up 0.75 0.75
Less : Received on liquidation 0.26 0.26
Less : Provision for diminution 0.49 - 0.49 -
72
73
10. Liabilities
Sundry Creditors
- Dues to micro enterprises and small enterprises - -
- Dues to other than micro enterprises and small enterprises 651.69 443.33
651.69 443.33
Advances from Customers 1.23 1.23
Unearned Revenue 132.80 87.52
Investor Education Protection Fund shall be credited by the
following amounts - Unclaimed Dividends 6.99 6.33
Other Liabilities 98.01 58.76
890.72 597.17
11. Provisions
Provision for Taxation (less payments) 122.72 64.20
Proposed Dividend (including tax thereon) 196.13 195.15
Provision for Gratuity and Leave Encashment 231.43 161.10
550.28 420.45
74
75
76
iv. Associate Stock Option Plan - Restricted Stock Units (ASOP – RSUs)
The Company has established a scheme “Associate Stock Option Plan - Restricted Stock Units (ASOP – RSUs)” to be
administered by the Administrator of the ASOP – RSUs, a committee appointed by the Board of Directors of the Company.
Under the scheme 13,000,000 equity shares are reserved to be issued to eligible associates at a price to be determined by
the Administrator which shall not be less than the face value of the share. These RSUs vest over a period of 1-4 years from
the date of the grant. The maximum time available to exercise the warrants upon vesting is five years from the date of
vesting.
Accordingly, options (net of cancellations) for a total number of 3,150,202 ASOP-RSUs equity shares of Rs. 2 each were
outstanding as at March 31, 2008 (2007 - 3,293,140).
77
78
79
80
Sales:
Subsidiaries 6.66 6.24
Outsourcing Services:
Subsidiaries
- Satyam BPO 62.38 39.80
- Satyam Shanghai 13.36 6.35
- Others 8.00 9.46
JVs
- SVES 36.06 38.89
- Others 0.73 1.12
120.53 95.62
81
Advances to:
Subsidiaries
- Satyam BPO 24.00 52.50
- Others 5.21 4.86
Satyam Associate trust - 5.00
29.21 62.36
Contributions to:
Others 4.19 3.48
82
Maximum indebtedness from Key Managerial Personnel during the year was Rs. 0.09 crores (2007 – Rs.1.62 crores)
Options granted and outstanding to the Key Management Personnel 1,275,742 {includes 51,850 options granted under ASOP
– ADS and 96,000 options granted under ASOP – RSUs (ADS)} (2007 – 1,973,632 {includes 112,163 options granted under
ASOP – ADS and 61,500 options granted under ASOP – RSUs (ADS)}).
Options granted and outstanding to a Whole-time Director 1,029,720 {includes 992,220 options granted under ASOP – ADS and
37,500 options granted under ASOP – RSUs (ADS)}; (2007- 1,050,720 {includes 1,025,720 options granted under ASOP – ADS
and 50,000 options granted under ASOP – RSUs (ADS)}).
Options granted and outstanding to Non-executive Directors of the Company and its subsidiary 80,000 {includes 35,000 options
granted under ASOP – RSUs (ADS)} (2007 – Nil).
(i) Obligation on long term non–cancelable operating leases
The Company has entered into operating lease agreements for its development centers at offshore, onsite and off sites ranging for
a period of 3 to 10 years. The lease rentals charged during the year and maximum obligations on long–term non–cancelable
operating leases payable as per the rentals stated in respective agreements are as follows:
Rs. in crores
Year ended March 31,
2008 2007
Lease rentals (Refer Schedule 14) 126.00 88.07
As at March 31,
2008 2007
Obligations on non-cancelable leases:
Not later than one year 68.16 18.62
Later than one year and not later than five years 270.56 14.87
Later than five years 53.03 1.43
Total 391.75 34.92
83
84
85
(q) The financial statements are represented in Rs. crores. Those items which were not represented in the financial statements due
to rounding off to the nearest Rs. crores are given below:
Rs.in lakhs
Schedule No. Description As at March 31,
2008 2007
5 (ii) National Saving Certificates, VIII Series (Lodged as security
with government authorities) 0.06 0.06
86
Net (Decrease)/Increase in Cash and Cash equivalents during the year 501.86 (605.42)
Cash and Cash equivalents at the beginning of the year 651.41 1,256.83
Cash and Cash equivalents at the end of the year 1,153.27 651.41
Supplementary Information
Cash and Bank Balances 4,461.68 3,959.82
Less: Investment in Long Term Deposits with Scheduled Banks 3,308.41 3,308.41
The balance of Cash and Cash equivalents include amounts set aside for
payment of dividends 6.99 6.33
Figures for the corresponding year have been regrouped, recast and rearranged to conform to those of the current year wherever
necessary.
This is the Cash Flow Statement referred to for and on behalf of the Board of Directors
in our report of even date.
Srinivas Talluri B Ramalinga Raju B Rama Raju
Partner Chairman Managing Director
for and on behalf of
Price Waterhouse V Srinivas G Jayaraman
Chartered Accountants Director Global Head (Corp. Governance)
& Sr. Vice President - Finance & Company Secretary
87
V Srinivas G Jayaraman
Director Global Head - Corp. Governance
& Sr. Vice President – Finance & Company Secretary
Place : Hyderabad
Date : April 21, 2008
88
Sat_AR08_Final_Jul22_TP 2 Col.pmd
S. Particulars Satyam BPO Technologies Computer Dynamics Dynamics Nitor Global Computer Computer
No. Ltd. Inc. Services Citisoft Plc. Citisoft Inc. Pte. Ltd. Pvt. Ltd. Solutions Ltd. Services Services
(Shangai) (Nanjing) (Egypt)
89
Co. Ltd. Co. Ltd. S.A.E.
1. Financial Year of the subsidiary March 31, December 31, December 31, March 31, December 31, March 31, March 31, March 31, December 31, March 31,
ended on 2008 2007 2007 2008 2007 2008 2008 2008 2007 2008
7/23/2008, 7:19 PM
# Investment is not denominated in number of shares as per laws of the People's Republic of China
For and on behalf of the Board of Directors
V Srinivas G Jayaraman
Director Global Head - Corp. Governance
& Sr. Vice President – Finance & Company Secretary
Place : Hyderabad
Date : April 21, 2008
89
90
Statement pursuant to exemption received under 212(8) of the Companies Act, 1956 relating to subsidiary companies
Rs. in crores
Issued and Profit/ Profit/
Sat_AR08_Final_Jul22_TP 2 Col.pmd
subscribed Total Total Invest- Turnover (loss) Provision (loss) Proposed Country
S. Name of the subsidiary Reporting Exchange share Reserves Assests liabilities ments before for after dividend
No. Currency Rate capital taxation taxation taxation
90
1 Satyam BPO Ltd. INR 1.00 33.10 (59.77) 211.53 238.19 0.001 242.75 (19.91) 0.93 (20.84) - India
2 Satyam Technologies Inc. USD 39.41 - 1.62 3.42 1.79 - 3.82 (1.25) - (1.25) - US
3 Satyam Computer Services (Shanghai) Co. Ltd. CNY 5.40 32.38 (22.26) 15.88 5.75 - 42.32 (8.75) - (8.75) - China
4 Citisoft Plc. GBP 79.46 0.89 15.09 28.49 12.51 0.02 52.03 2.37 0.76 1.60 - UK
5 Citisoft Inc. USD 39.41 - 2.97 18.19 15.21 - 42.12 5.02 2.20 2.82 - US
6 Knowledge Dynamics Pte Ltd. SGD 29.03 0.29 0.37 1.18 0.52 - - 0.04 - 0.04 - Singapore
7 Knowledge Dynamics Pvt Ltd. INR 1.00 0.28 (0.34) 0.18 0.24 - - (0.05) - (0.05) - India
8 Nitor Global Solutions Ltd. GBP 79.46 0.01 3.11 4.27 1.15 - 12.00 1.91 0.80 1.11 - UK
9 Satyam Computer Services (Nanjing) Co. Ltd. CNY 5.40 4.04 (0.77) 3.50 0.23 - - (0.77) - (0.77) - China
10 Satyam Computer Services (Egypt) S. A.E. EGP 7.29 1.89 (0.79) 4.25 3.15 - (2.15) (0.79) - (0.79) - Egypt
1) The Ministry of Corporate Affairs vide their letter dated February 29, 2008 granted approval to the Company exempting from the provisions of sub-section (1) of section 212
of the Companies Act, 1956.
2) The members of the Company or its subsidiaries, may write to the Company Secretary at Satyam Computers Services Ltd., 1st Floor, Mayfair Centre, 1-8-303/36, S.P. Road,
Secunderabad - 500003, A.P., India to obtain the Annual Reports of subsidiary companies and the related detailed information. Further, the annual accounts of the subsidiary
companies will also be kept for inspection by any member of the Company or its subsidiary at the registered office of the Company and that of the subsidiary company concerned.
7/23/2008, 7:19 PM
Additional Information to Investors
• Brand value
• Enterprise value
• Financial ratios
91
Tangibles:
Net fixed assets, CWIP &
Investments 1,376.92 344.06 1.88 841.15 195.16 1.49
Net current assets 5,916.74 1,478.44 8.10 4,918.64 1,141.22 8.70
Deferred tax assets 87.65 21.90 0.12 43.36 10.06 0.08
Intangibles:
Human resources value 55,795.03 13,941.79 76.38 40,901.55 9,489.91 72.34
Brand value 9,873.12 2,467.05 13.52 9,828.42 2,280.38 17.39
Total 73,049.46 18,253.24 100.00 56,533.12 13,116.73 100.00
92
The future earnings have been discounted at 14.26%, being the average of Weighted Average Cost of Capital (WACC)
for the past five years.
The Associate cost for the year 2007-08 at Rs.5,045.54 crores, was 9.04% of the Human resources value.
93
94
Enterprise Value
Market value of equity 27,301.05 31,626.82 28,336.25 13,406.34 9,796.48
Add: Debt 23.67 13.79 12.57 9.87 7.30
Less: Cash and cash equivalents 1,153.27 651.41 1,256.83 567.81 373.90
Enterprise Value : 26,171.45 30,989.20 27,091.99 12,848.40 9,429.88
Enterprise value (US$ million) 6,539.59 7,190.07 6,090.83 2,936.78 2,173.28
Market value to enterprise value (%) 104.32 102.06 104.59 104.34 103.89
Debt to enterprise value (%) 0.09 0.04 0.05 0.08 0.08
Debt to market value (%) 0.09 0.04 0.04 0.07 0.07
95
Note: Data for previous fiscals has been adjusted wherever appllicable, for issue of bonus shares in the ratio of 1:1 allotted in October 2006.
96
• Highlights
• Schedules
97
* The revenue and balance sheet items for the current year have been converted into figures of US$ or vice versa by applying the
yearly average and year end noon buying rate of Federal Reserve Bank of New York, respectively.
98
99
100
g) Investments
Investments are classified into current investments and long-term investments. Current investments are carried at the lower of cost and market value. Any
reduction in carrying amount and any reversals of such reductions are charged or credited to the profit and loss account. Long-term investments are carried at
cost less provision made to recognize any decline, other than temporary, in the value of such investments.
h) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost of hardware and software purchased for the purpose of resale is determined using the
first-in-first-out method.
i) Employee Benefits
Contributions to defined schemes such as Provident Fund, Employee State Insurance Scheme and Superannuation are charged as incurred on accrual basis.
Satyam Computer Services also provides for gratuity and leave encashment in accordance with the requirements of revised Accounting Standard – 15 “Employee
Benefits” based on actuarial valuation carried out as at the balance sheet date.
j) Taxes on Income
Tax expense for a year comprises of current tax and deferred tax. Current taxes are measured at the amounts expected to be paid using the applicable tax rates
and tax laws. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet
date. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the profit and loss account in the period / year of change. Deferred
tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases and operating loss carry forwards.
k) Earnings per Share
The earnings considered in ascertaining Satyam’s Earnings Per Share (EPS) comprises the net profit after tax (and includes the post tax effect of any extra ordinary
items). The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the period / year. The number of shares
used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS, and also the weighted average number of equity shares
which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as at the beginning
of the period / year, unless they have been issued at a later date. The diluted potential equity shares have been adjusted for the proceeds receivable had the shares
been actually issued at fair value (i.e. average market value of the outstanding shares). The number of shares and potentially dilutive shares are adjusted for share
splits/reverse share splits and bonus shares, as appropriate.
l) Associate Stock Option Scheme
Stock options granted to the employees under the stock option schemes established after June 19, 1999 are evaluated as per the accounting treatment prescribed
by Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 issued by Securities and Exchange Board of India. Accordingly the
excess of market value of the stock options as on the date of grant over the exercise price of the options is recognized as deferred employee compensation and
is charged to profit and loss account on graded vesting basis over the vesting period of the options. The employee stock option outstanding is shown under
Reserves and Surplus.
m) Research and Development
Revenue expenditure incurred on research and development is charged to revenue in the period / year in which it is incurred. Assets used for research and
development activities are included in fixed assets.
101
I. Sources of Funds :
1. Shareholders’ Funds
(a) Share Capital 1 134.10 178.94
(b) Share application money, pending allotment 1.83 7.85
(c) Reserves and Surplus 2 7,103.27 5,565.81
7,239.20 5,752.60
2. Loan Funds
Secured Loans 3 216.65 147.88
7,455.85 5,900.48
II. Application of Funds :
1. Fixed Assets 4
(a) Gross Block 1,960.19 1,505.44
(b) Less: Depreciation / Amortisation 1,141.73 984.79
(c) Net Block 818.46 520.65
(d) Capital Work in Progress 460.95 301.69
1,279.41 822.34
2. Investments 5 - -
The Schedules referred to above and the Statement on Significant Accounting Policies form an integral part of the Consolidated
Balance Sheet.
This is the Consolidated Balance Sheet referred to for and on behalf of the Board of Directors
in our report of even date.
102
Income
Services
- Exports 8,220.84 6,188.12
- Domestic 252.65 296.96
Other Income 13 267.20 183.28
8,740.69 6,668.36
Expenditure
Personnel Expenses 14 5,259.50 3,857.93
Cost of Software and Hardware sold 15 2.32 2.27
Operating and Administration Expenses 16 1,376.84 1,087.17
Financial Expenses 17 20.19 15.92
Depreciation / Amortisation 163.59 148.44
6,822.44 5,111.73
Profit Before Taxation 1,918.25 1,556.63
Provision for Taxation - Current 257.38 169.38
- Fringe Benefit 16.47 12.89
- Deferred (43.49) (30.26)
Profit After Taxation and Before Minority Interest 1,687.89 1,404.62
Minority Interest - 0.12
Profit After Taxation and Minority Interest 1,687.89 1,404.74
Add: Balance brought forward 3,001.50 2,008.48
Less: Residual dividend and additional dividend tax 0.37 (0.56)
Profit Available for Appropriation 4,689.02 3,413.78
Appropriations :
Interim Dividend @ Re. 1.00 per Equity Share of Rs. 2.00 each
(2007 - Rs. 1.00 per Equity Share ) 66.88 65.61
Final Dividend @ Rs. 2.50 per Equity Share of Rs. 2.00 each
(2007 - Rs. 2.50 per Equity Share) 167.64 166.80
Tax on dividends 39.86 37.55
Transfer to General Reserve 171.60 142.32
Balance carried to Balance Sheet 4,243.04 3,001.50
Earnings Per Share (Rs. per equity share of Rs. 2 each)
Basic 25.24 21.45
Diluted 24.71 20.98
No. of Shares used in computing Earnings Per Share
Basic 668,673,978 654,853,959
Diluted 683,138,400 669,705,425
Notes to Accounts 18
The Schedules referred to above and the Statement on Significant Accounting Policies form an integral part of the Consolidated
Profit and Loss Account
This is the Consolidated Profit and Loss for and on behalf of the Board of Directors
Account referred to in our report of even date.
103
1. Share Capital
Authorised :
800,000,000 Equity Shares of Rs. 2 each 160.00 160.00
100,000,000 0.05% Convertible Redeemable Cumulative Preference
Shares of Rs. 10 each 100.00 100.00
Issued and Subscribed :
670,479,293 (2007 - 667,196,009) Equity Shares of Rs.2 each fully paid-up 134.10 133.44
Nil (2007 - 45,504,999) 0.05% Convertible Redeemable Cumulative
Preference Shares of Rs. 10 each fully paid-up - 45.50
(Refer note (d) of Schedule 18)
134.10 178.94
Out of the above:
4,000,000 Equity Shares of Rs. 2 each were allotted as fully paid-up for
consideration other than cash pursuant to the Scheme of Amalgamation
with Satyam Enterprise Solutions Limited
468,289,738 Equity Shares of Rs. 2 each were allotted as fully paid-up by
way of Bonus Shares by capitalising free reserves of Satyam Computer Services
130,490,460 (2007 - 130,209,472) Equity Shares of Rs. 2 each fully paid-up
were alloted to associates of Satyam Computer Services representing 65,245,230
(2007 - 65,104,736) American Depository Shares
41,263,404 (2007 - 38,116,009) Equity Shares of Rs. 2 each fully paid-up were
alloted to associates of Satyam Computer Services pursuant to the Associate Stock
Option Plan - B (ASOP-B) and Associate Stock Option Plan (ADS ) (ASOP-ADS)
15,440 (2007 - Nil) Equity Shares of Rs. 2 each fully paid-up were alloted to
associates of Satyam Computer Services representing 7,720 (2007 - Nil)
Restricted Stock Units (ADS)
120,449 (2007 - Nil) Equity Shares of Rs. 2 each fully paid-up were alloted to
associates of Satyam Computer Services pursuant to the Restricted
Stock Units (ASOP)
Capital Reserve
As at April 1 765.65 720.14
Add : Gain on dilution on conversion of ESOP/Preference shares
to equity shares of Subsidiary. 2.87 45.51
768.52 765.65
104
General Reserve
As at April 1 466.46 407.15
Add : Transfer from the Profit and Loss Account 171.60 142.32
Less : Provision for leave encashment (Refer note (q) of Schedule 18) 0.16 17.47
Less : Utilised on issue of bonus shares (Refer note (m) of Schedule 18) - 65.54
637.90 466.46
Currency Translation Reserve (5.63) (5.45)
Employee Stock Options
Employee Stock Options Outstanding 181.71 180.61
Less: Deferred Employee Compensation 79.98 164.14
101.73 16.47
Balance in Profit and Loss Account 4,243.04 3,001.50
7,103.27 5,565.81
3. Secured Loans
Bank Overdraft 89.82 3.41
External Commercial Borrowing 41.77 45.55
Working Capital Loans 43.00 43.00
Export Packing Credit 17.19 41.76
Vehicle Loans 24.17 14.16
Interest accrued and due 0.70 -
216.65 147.88
105
Sat_AR08_Final_Jul22_TP 2 Col.pmd
4. Fixed Assets
Rs. in Crores
106
Aquisition Aquisition
As at of Additions Deletions As at As at of For the On As at As at As at
01.04.2007 subsidiary 31.03.2008 01.04.2007 subsidiary year @ Deletions 31.03.2008 31.03.2008 31.03.2007
companies companies
4. Plant and Machinery 948.85 - 162.12 2.35 1,108.62 776.40 - 120.67 2.04 895.03 213.59 172.45
(Including Computers
and Software)
5. Office Equipment 34.62 0.21 11.56 0.36 46.03 21.21 0.13 6.37 0.25 27.46 18.57 13.41
6. Furniture, Fixtures 209.46 0.01 37.09 0.10 246.46 153.43 0.01 23.46 0.13 176.77 69.69 56.03
and Interiors
7. Vehicles 39.15 - 23.31 7.36 55.10 16.88 - 9.23 4.64 21.47 33.63 22.27
Total 1,505.44 0.22 464.80 10.27 1,960.19 984.79 0.14 163.86 7.06 1,141.73 818.46 520.65
As at 31.03.2007 1,317.21 - 195.78 7.55 1,505.44 840.21 - 148.58 4.00 984.79 520.65 -
* Includes Rs. 12.24 crores (2007 - 12.24 crores) in respect of which deed of conveyance is pending.
** Includes Rs. 38.85 crores ( 2007 - 38.85 crores) constructed on leasehold land.
7/23/2008, 7:19 PM
@ Depreciation for the year includes Rs. 0.27 crores (2007- Rs. 0.14 crores) considered in Currency Translation Reserve due to translation of non-integral foreign subsidiaries.
Schedules annexed to and forming part of the Consolidated Balance Sheet
Rs. in Crores
As at As at
31.03.2008 31.03.2007
5. Investments
Long Term-At Cost
i) Trade (Unquoted)
Other Investments
Jasdic Park Company
(480 Shares of J Yen 50,000 each, fully paid-up) 0.75 0.75
Less: Received on liquidation 0.26 0.26
Less : Provision for diminution 0.49 - 0.49 -
Intouch Technologies Limited
(833,333 Shares of 20 US cents each, fully paid-up) 10.90 10.90
Less : Provision for diminution 10.90 - 10.90 -
Medbiquitious Services Inc.,
(334,000 shares of ‘A’ series Preferred Stock of
US $ 0.001 each, fully paid-up) 1.57 1.57
Less : Provision for diminution 1.57 - 1.57 -
Avante Global LLC.,
(577,917 class ‘A’ units representing a total value of
US $ 540,750 fully paid-up ) 2.54 2.54
Less : Provision for diminution 2.54 - 2.54 -
ii) Non Trade (Unquoted)
National Savings Certificates,VIII Series
(Lodged as security with government authorities )
- -
7. Inventories
(At lower of cost and Net realisable value)
Traded software and hardware 0.09 0.02
107
11. Liabilities
Sundry Creditors
- Dues to micro enterprises and small enterprises - -
- Dues to other than micro enterprises and small enterprises 637.55 415.69
637.55 415.69
Advances from Customers 18.53 1.74
Unearned Revenue 133.18 87.52
Investor Education Protection Fund shall be credited by the following amounts
- Unclaimed Dividends 6.99 6.33
Interest accrued but not due on loans 0.34 0.47
Other Liabilities 101.12 62.78
897.71 574.53
12. Provisions
Provision for Taxation (Less payments) 119.55 62.05
Proposed Dividend (Including tax thereon) 196.13 195.15
Provision for Gratuity and Leave Encashment 234.56 162.93
550.24 420.13
108
Subsidiaries :
1. Satyam BPO Limited$ India 100.00 **
2. Satyam Computer Services (Shanghai) Co. Ltd China 100.00
3. Satyam Computer Services (Nanjing) Co. Ltd China 100.00
4. Satyam Technologies, Inc. USA 100.00
5. Knowledge Dynamics Pte.Ltd. Singapore 100.00
6. Nitor Global Solutions Limited # UK 100.00
7. Citisoft Plc. UK 100.00
8. Satyam Computer Services (Egypt) S.A.E. & Egypt 100.00
Joint Ventures :
9. CA Satyam ASP Private Limited India 50.00
10. Satyam Venture Engineering Services Private Limited India 50.00
$
formerly known as “Nipuna Services Limited”
#
Nitor Global Solutions Limited has been consolidated with effective date of January 04, 2008, the date of acquisition.
&
Satyam Computer Services (Egypt) S.A.E. has been consolidated with effective date of January 01, 2008.
**Refer note 18(d).
The reporting date for all the above companies is March 31 except as following:
- Satyam Computer Services (Shanghai) Co. Ltd. – December 31.
- Satyam Computer Services (Nanjing) Co. Ltd. – December 31.
- Satyam Technologies Inc. - December 31.
- Nitor Global Solutions Limited – May 31.
Sl. Subsidiaries of Knowledge Dynamics Pte Ltd Country of Extent of holding (%) as at
No. Incorporation March 31, 2008
110
iv) Associate Stock Option Plan - Restricted Stock Units (ASOP – RSUs)
Satyam Computer Services has established a scheme “Associate Stock Option Plan - Restricted Stock Units (ASOP – RSUs)”
to be administered by the Administrator of the ASOP – RSUs, a committee appointed by the Board of Directors of Satyam
Computer Services. Under the scheme 13,000,000 equity shares are reserved to be issued to eligible associates at a price to
111
112
Due to the issue of shares by Satyam BPO, Satyam Computer Services’ ownership interest in Satyam BPO was reduced from 100%
as at March 31, 2006 to 74% as at March 31, 2007. The shares issued to the Investors are at amounts per share higher than
Satyam Computer Services’ average cost per share. With respect to this transaction, the resulting gain of Rs.45.51 crores during
the year ended March 31, 2007 has been recorded as an increase in capital reserve. Since the losses applicable to the minority
interest in Satyam BPO exceeded the minority interest in the equity capital of Satyam BPO, such excess and further losses have
been charged in Satyam’s consolidated statement of income.
On July 27, 2007, Satyam Computer Services has agreed to pay additional consideration of US$ 1.5 million to the preference share
holder if the share purchase closing occurs after August 07, 2007.
On August 14, 2007, Satyam Computer Services purchased 4,816,750 equity shares of Satyam BPO from Olympus BPO Holdings
Ltd for Rs.141.81 Crores (equivalent US$34.88 million).
On August 14, 2007, Satyam Computer Services subscribed to further 8,055,000 equity shares of Satyam BPO of Rs. 10 each at
a premium of Rs. 60 per share aggregating to Rs. 56.39 crores.
Satyam BPO has redeemed 45,504,999 Preference Shares on August 14, 2007 at a redemption value of Rs.56.37 crores including
premium on redemption of Rs.10.87 crores. The premium on redemption was reduced from the share premium account.
113
114
115
Rs. in crores
Name of the Bank As at March 31,
2008 2007
Balances held on Deposit Accounts
Bank of Scotland, Edinburg 0.85 –
Banque Nationale De Paris, Egypt 0.13 –
Banque Nationale De Paris, Singapore – 10.09
Citibank NA, Hungary 0.88 0.84
1.86 10.93
j) Segment Reporting
Satyam has adopted AS 17, “Segment Reporting” issued by the Institute of Chartered Accountants of India, which requires
disclosure of financial and descriptive information about Satyam’s reportable operating segments. The operating segments
reported below are the segments of Satyam for which separate financial information is available and for which operating profit/
loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.
Management evaluates performance based on consolidated revenues and net income for the companies in Satyam Computer
Services. Satyam evaluates operating segments based on the following two business groups:
• IT Services, providing a comprehensive range of services, including application development and maintenance, consulting
and enterprise business solutions, extended engineering solutions, and infrastructure management services. Satyam
Computer Services provides its customers the ability to meet all of their information technology needs from one service
provider. Satyam Computer Services’ eBusiness services include designing, developing integrating and maintaining
Internet-based applications, such as eCommerce websites, and implementing packaged software applications, such as
customer or supply chain management software applications. Satyam Computer Services also assists its customers in
making their existing computing systems accessible over the Internet.
• BPO, providing Business Process Outsourcing services covering HR, Finance & Accounting, Customer Contact (Voice, Mail
and Chat), and Transaction Processing (industry-specific offerings).
Satyam’s operating segment information for the year ended March 31, 2008 and 2007 are as follows:
116
117
Geographic Segment
Revenue attributable to location of customers is as follows:
Rs. in crores
Geographic Location Year ended March 31,
2008 2007
North America 5,088.74 4,132.28
Europe 1,778.63 1,250.27
Asia Pacific 1,136.54 514.39
India 252.65 296.96
Rest of the World 216.93 291.18
Total 8,473.49 6,485.08
118
Balances:
Rs. in crores
As at March 31,
Others 2008 2007
Advances 5.72 5.72
Payables 1.10 0.99
a) Maximum indebtedness from Key Managerial Personnel during the year was Rs. 0.31 crores (2007 – Rs.1.95 crores).
b) Options granted and outstanding to the Key Management Personnel 1,915,492 {includes 51,850 options granted under
ASOP – ADS and 96,000 options granted under ASOP – RSUs (ADS)} (2007 – 2,969,128 {includes 139,554 options granted
under ASOP – ADS and 61,500 options granted under ASOP – RSUs (ADS)} ).
Options granted and outstanding to a Whole-time Director 1,029,720 {includes 992,220 options granted under ASOP –
ADS and 37,500 options granted under ASOP – RSUs (ADS)}; (2007- 1,050,720 {includes 1,025,720 options granted
under ASOP – ADS and 50,000 options granted under ASOP – RSUs (ADS)}).
Options granted and outstanding to Non-executive Directors of Satyam 80,000 {includes 35,000 options granted under
ASOP – RSUs (ADS)} (2007 – Nil).
l) Obligation on long term non-cancelable operating leases
Satyam Computer Services has entered into operating lease agreements for its development centres at offshore, onsite and offsites
ranging for a period of 3 to 10 years. The lease rentals charged during the year and maximum obligations on long-term non-
cancelable operating leases payable as per the rentals stated in respective agreements are as follows:
119
As at March 31,
2008 2007
Obligations on non-cancelable leases
Not later than one year 69.46 20.23
Later than one year and not later than five years 272.66 17.20
Later than five years 53.03 1.43
Total 395.15 38.86
n) The aggregate amounts of the assets, liabilities, income and expenses related to Satyam’s share in joint venture companies
that are consolidated and included in these financial statements are as follows:
Rs. in crores
Description Year ended March 31,
2008 2007
Income from Sales and Services 39.21 38.38
Other Income 0.26 1.97
Total 39.47 40.35
Personnel expenses 22.37 19.57
Other expenses 14.13 12.74
Interest 0.04 0.09
Depreciation 2.10 2.02
Total 38.64 34.42
Net Profit 0.83 5.93
120
121
r) The financial statements are represented in Rs. crores. Those items which were not represented in the financial statements due
to rounding off to the nearest Rs. crores are given below:
Rs. in lakhs
Schedule No. Description As at March 31,
2008 2007
5 (ii) National Saving Certificates, VIII Series
(Lodged as security with government authorities) 0.16 0.16
18(i) Balances with non-scheduled banks
ANZ Grindlays Bank, New York 0.09 0.09
Commerz Bank, New York 0.24 0.24
Pudong Development Bank, Shanghai 0.35
s) Share Premium
Share premium received during the year in schedule 2 includes Rs 18.89 crores being the Fringe Benefit Tax realised on exercise
of Employees Stock Options by the associates. Also the amount paid towards Fringe Benefit Tax is disclosed in the share premium
as utilized during the year.
t) Subsequent event
i) S&V Management consulting:
On April 21, 2008, Satyam Computer Services announced its intention of acquiring S&V Management Consultants (“S&V”)
a Belgium based SCM Strategy consulting firm for a total consideration of Rs. 141.50 crores (equivalent US$ 35.5 million)
comprising of an up-front, deferred guaranteed and deferred retention payments.
ii) Computer Associate’s 50% stake in CA-Satyam JV:
On April 21, 2008, Satyam Computer Services announced its intention of acquiring remaining 50% equity held by CA Inc in
its joint venture CA Satyam ASP Pvt. Ltd. (“CA Satyam”) for a total consideration of Rs. 5.98 crores (equivalent US$ 1.5
million) payable in two tranches.
iii) Caterpillar’s business division:
On April 21, 2008, Satyam Computer Services announced its intention to acquire the Market research and Customer
Analytics (MR&CA) business unit from Caterpillar Inc., USA (CAT) including the related Intellectual Property which consists
of software, processes and know-how. The proposed acquisition is for a consideration of Rs. 239.16 crores (equivalent US$
60 million) comprising of initial and deferred consideration.
u) Reclassification
Figures for the corresponding previous year have been regrouped, recast and rearranged to conform to those of the current year
wherever necessary.
122
123
D. Exchange differences on translation of foreign currency cash and cash equivalents (42.13) 9.23
Net Increase/(Decrease) in Cash and Cash equivalents during the year 511.00 (633.19)
Cash and Cash equivalents at the beginning of the year 683.01 1,316.20
Cash and Cash equivalents at the end of the year 1,194.01 683.01
Supplementary Information
Cash and Bank Balances 4,502.42 3,991.42
Less: Investment in Long Term Deposits with Scheduled Banks 3,308.41 3,308.41
Balance considered for Cash Flow Statement 1,194.01 683.01
The balance of Cash and Cash equivalents include amounts set aside for
payment of dividends 6.99 6.33
Figures for the corresponding year have been regrouped, recast and rearranged to conform to those of the current year wherever
necessary.
This is the Consilidated Cash Flow Statement for and on behalf of the Board of Directors
referred to in our report of even date.
124
125
Report on the financial statements An audit involves performing procedures to obtain audit evidence
We have audited the consolidated financial statements of Satyam about the amounts and disclosures in the financial statements.
Computer Services Limited and its subsidiaries and joint ventures The procedures selected depend on the auditor’s judgment,
(collectively referred to as “the group”), which comprise the including the assessment of the risks of material misstatement
consolidated balance sheets as at March 31, 2008 and 2007, of the financial statements, whether due to fraud or error. In
and the consolidated income statement, consolidated statement making those risk assessments, the auditor considers internal
of changes in equity and consolidated cash flow statement for control relevant to the entity’s preparation and fair presentation
the years ended March 31, 2008 and 2007, and a summary of of the financial statements in order to design audit procedures
significant accounting policies and other explanatory related that are appropriate in the circumstances, but not for the purpose
notes. of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the
Management’s responsibility for the financial statements
appropriateness of accounting policies used and the
Management is responsible for the preparation and fair
reasonableness of accounting estimates made by management,
presentation of these consolidated financial statements in
as well as evaluating the overall presentation of the financial
accordance with International Financial Reporting Standards
statements.
(“IFRSs”) issued by the International Accounting Standards
Board (“IASB”). This responsibility includes: designing, We believe that the audit evidence we have obtained is sufficient
implementing and maintaining internal control relevant to the and appropriate to provide a basis for our audit opinion.
preparation and fair presentation of financial statements that
Opinion
are free from material misstatement, whether due to fraud or
In our opinion, the accompanying consolidated financial
error; selecting and applying appropriate accounting policies;
statements present fairly, in all material aspects the financial
and making accounting estimates that are reasonable in the
position of the group as at March 31, 2008 and 2007, and of its
circumstances.
financial performance and its cash flows for the years then
Auditor’s responsibility ended in accordance with International Financial Reporting
Our responsibility is to express an opinion on these consolidated Standards (IFRSs) issued by the IASB.
financial statements based on our audit. We conducted our audit
in accordance with International Standards on Auditing. Those
standards require that we comply with ethical requirements and Price Waterhouse
plan and perform the audit to obtain reasonable assurance Chartered Accountants
whether the financial statements are free from material Hyderabad, India
misstatement. April 21, 2008
127
EQUITY
Capital and reserves attributable to equity holders of the Company
Ordinary shares 13 33.1 33.0
Shares subscribed but unissued 0.5 1.8
Share premium 329.1 310.4
Treasury shares (1.1) (1.2)
Share–based payment reserve 14 57.1 40.8
Retained earnings 1,231.8 926.9
Currency translation reserve 149.3 45.3
1,799.8 1,357.0
Minority interest - -
Total equity 1,799.8 1,357.0
LIABILITIES
Non–current liabilities
Borrowings 16 24.8 22.2
Retirement benefit obligations 17 14.6 9.1
Other non–current liabilities 1.1 5.4
Deferred income tax liabilities 10 11.7 14.2
52.2 50.9
Current liabilities
Preference shares of subsidiary 15 - 13.6
Trade and other payables 18 119.4 65.0
Unearned revenue 33.1 20.1
Current income tax liabilities 30.0 14.3
Other current liabilities 95.5 59.3
Retirement benefit obligations 17 43.6 28.6
Borrowings 16 29.3 12.2
Derivative financial instruments 2.6 -
353.5 213.1
Total liabilities 405.7 264.0
Total equity & liabilities 2,205.5 1,621.0
The accompanying notes form an integral part of these consolidated financial statements
128
Attributable to:
Equity holders of the Company 421.8 298.5
Minority interest - -
421.8 298.5
The accompanying notes form an integral part of these consolidated financial statements
129
Sat_AR08_Final_Jul22_TP 2 Col.pmd
Attributable to equity holders of the Company
Shares Share–
Number of subscribed based Currency
130
ordinary Par but Share Treasury payment Retained translation Minority Total
shares value unissued premium shares reserve earnings reserve Total Interest Equity
Balance at April 01, 2006 324,449,539 14.6 0.4 231.3 (1.2) 40.1 688.4 - 973.6 - 973.6
Currency translation differences - - - - - - - 45.3 45.3 - 45.3
Conversion of preference shares of subsidiary
into equity of the subsidiary - - - - - - - - - 18.5 18.5
Gain on dilution of interest in subsidiary, net of taxes - - - - - - 14.4 - 14.4 (18.5) (4.1)
Net income directly recognised in equity - - - - - - 14.4 45.3 59.7 - 59.7
Profit for the year - - - - - - 298.5 - 298.5 - 298.5
Total recognised income and expense for
the year ended March 31, 2007 - - - - - - 312.9 45.3 358.2 - 358.2
Employees share–based payment scheme
– value of employees services - - - - - 15.7 - - 15.7 - 15.7
– proceeds from shares issued 15,051,732 0.7 (0.4) 79.1 - (15.0) - - 64.4 - 64.4
Stock split effected in the form of dividend 327,694,738 17.7 - - - - (17.7) - - - -
Shares subscribed but un issued - - 1.8 - - - - - 1.8 - 1.8
Dividends paid - - - - - - (56.7) - (56.7) - (56.7)
342,746,470 18.4 1.4 79.1 - 0.7 238.5 45.3 383.4 - 383.4
Balance at March 31, 2007 667,196,009 33.0 1.8 310.4 (1.2) 40.8 926.9 45.3 1,357.0 - 1,357.0
Currency translation differences - - - - - - - 104.0 104.0 - 104.0
Acquisition of minority interest (Note 15) - - - - - - (46.5) - (46.5) - (46.5)
Gain on dilution of interest in subsidiary, net of taxes - - - - - - 0.5 - 0.5 - 0.5
Acquisition of shares from employees of subsidiary
(Note 14) - - - - - - (2.6) - (2.6) (2.6)
Net income directly recognised in equity - - - - - - (48.6) 104.0 55.4 - 55.4
Profit for the year - - - - - - 421.8 - 421.8 - 421.8
Total recognised income and expense for the
7/23/2008, 7:19 PM
year ended March 31, 2008 - - - - - - 373.2 104.0 477.2 - 477.2
Employees share–based payment scheme
– value of employees services - - - - - 23.0 - - 23.0 - 23.0
– proceeds from shares issued 3,283,284 0.1 (1.8) 18.7 0.1 (6.7) - - 10.4 - 10.4
Shares subscribed but unissued - - 0.5 - - - - - 0.5 - 0.5
Dividends paid - - - - - - (68.3) - (68.3) - (68.3)
3,283,284 0.1 (1.3) 18.7 0.1 16.3 304.9 104.0 442.8 - 442.8
Balance at March 31, 2008 670,479,293 33.1 0.5 329.1 (1.1) 57.1 1,231.8 149.3 1,799.8 - 1,799.8
The accompanying notes form an integral part of these consolidated financial statements
Consolidated Cash Flow Statement
(All amounts in ‘US$ in million’ except per share data and as otherwise stated)
Year Ended Year Ended
31.03.2008 31.03.2007
Cash Flows from Operating Activities
Profit before income tax 474.3 329.4
Adjustments for
Share–based payment expense 23.0 15.7
Financial costs 7.0 3.6
Finance income (67.4) (37.3)
Depreciation and amortisation 40.3 32.5
(Gain)/loss on sale of premises and equipment 0.6 0.3
Changes in value of preference shares designated at fair value through profit or loss (1.6) 1.7
Share of (profits)/losses of joint ventures, net of taxes (0.1) (1.1)
476.1 344.8
Movements in working capital
– Trade and other receivable (184.3) (141.1)
– Unbilled revenue (39.9) 3.7
– Trade and other payables 48.8 16.7
– Unearned revenue 11.4 7.6
– Other liabilities 53.8 (1.4)
– Retirement benefit obligations 17.8 18.6
Cash generated from operations 383.7 248.9
Income taxes paid (49.4) (31.3)
Net cash provided by operating activities 334.3 217.6
Effect of foreign exchange fluctuation on cash and cash equivalents 8.9 4.7
Non-cash items
Assets acquired under capital lease and hire purchase 5.2 2.3
The accompanying notes form an integral part of these consolidated financial statements
131
132
133
IFRIC 8, Scope of IFRS 2, requires consideration of transactions involving the issuance of equity instruments, where the identifiable
consideration received is less than the fair value of the equity instruments issued in order to establish whether or not they fall
within the scope of IFRS 2. This standard does not have any impact on the group’s financial statements.
IFRIC 9, Re–assessment of embedded derivatives, requires subsequent reassessment of embedded derivatives if there is a change
in the terms of the host contract that significantly modifies the cash flows that otherwise would be required under the host contract.
This interpretation does not have any impact on the group’s financial statements.
IFRIC 10, Interim financial reporting and impairment, prohibits the impairment losses recognized in an interim period on
goodwill and investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance
sheet date. This interpretation does not have any impact on the group’s financial statements.
IFRIC 11, IFRS 2 – Group and treasury share transactions, provides guidance on whether share–based transactions involving
treasury shares or involving group entities (for example, options over a parent’s shares) should be accounted for as equity–
settled or cash–settled share–based payment transactions in the stand–alone accounts of the parent and group companies. This
interpretation does not have an impact on the group’s financial statements.
2.1.3.Standards, amendments and interpretations effective as at March 31, 2008 but not relevant
The following standards, amendments and interpretations to published standards are mandatory from the financial year beginning
on April 01, 2007 but are not relevant to Satyam’s operations:
• IFRS 4, Insurance contracts; and
• IFRIC 7, Applying the restatement approach under IAS 29, Financial reporting in hyper–inflationary economies.
2.1.4.Standards, amendments and interpretations to existing standards that are not yet effective and have been early adopted by
the group
The following standards, amendments and interpretations to existing standards have been published and are mandatory for the
group’s financial year beginning on April 01, 2009 or later periods, but Satyam has early adopted them:
• IFRS 8, Operating segments was early adopted by Satyam as at March 31, 2008. IFRS 8 replaces IAS 14 and aligns segment
reporting with the requirements of the US standard SFAS 131, ‘Disclosures about segments of an enterprise and related
information’. The new standard requires a ‘management approach’, under which segment information is presented on the
same basis as that used for internal reporting provided to the chief operating decision-maker. The application of this
standard did not result in any change in the number of reportable segments. Reallocation of goodwill was not required and
there has been no further impact on the measurement of Satyam’s assets and liabilities.
2.1.5.Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted
by the group
The following standards, amendments and interpretations to existing standards have been published and are mandatory for the
group’s financial year beginning on April 01, 2008 or later periods, but Satyam has not early adopted them:
• IAS 23 (Revised), Borrowing costs. It requires an entity to capitalise borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as
part of the cost of that asset. The option of immediately expensing those borrowing costs will be removed. The group will
apply IAS 23 (revised) from April 01, 2009 but is currently not applicable to the group as there are no qualifying assets.
• IAS 27 (Revised), Consolidated and Separate Financial Statements. It requires a mandatory adoption of economic entity
model which treats all providers of equity capital as shareholders of the entity. Consequently, a partial disposal of interest
in a subsidiary in which the parent company retains control does not result in a gain or loss but in an increase or decrease
in equity. Purchase of some or all of the non-controlling interests (also known as minority interests) (“NCI”) is treated as
treasury transaction and accounted for in equity. A partial disposal of interest in a subsidiary in which the parent company
loses control triggers recognition of gain or loss on the entire interest. A gain or loss is recognised on the portion that has
been disposed of; a further holding gain is recognised on the interest retained, being the difference between the fair value of
the interest and book value of the interest.
The revised standard requires an entity to attribute their share of net income and reserves to the NCI even if this results in
the NCI having a deficit balance.
The group will apply IAS 27 (Revised) from April 01, 2010. Satyam does not expect the adoption of this standard to have
a material effect on the consolidated financials statements.
• IFRS 3 (Revised), Business Combinations. It has expanded the scope to include combinations by contract alone and
combination of mutual entities and slightly amended the definition of business as ‘capable of being conducted’ rather than
‘are conducted and managed’. All the acquisition-related costs are to be recognised as period expenses in accordance with
the appropriate IFRS. Costs incurred to issue debt or equity securities will be recognised in accordance with IAS 39.
134
Consideration would include fair value of all interests previously held by the acquirer. Remeasurement of such interests to
fair value would be through income statement. Contingent consideration is required to be recognised at fair value even if not
deemed probable of payment at the date of acquisition. All subsequent changes in debt contingent consideration are
recognised in income statement and not in goodwill as required in the existing standard.
IFRS 3 (Revised) provides an explicit option, available on a transaction-by-transaction basis, to measure any NCI in the
entity acquired at fair value of their proportion of identifiable assets and liabilities or full fair value. The first will result in
measurement of goodwill little different from existing IFRS 3; the second approach will record goodwill on the NCI as well
as on the acquired controlling interest.
The standard further provides additional guidance on share-based payment grants that form part of the business combination
and on assessment for classification of certain contracts and arrangements of the acquired business at the date of the
acquisition. Current guidance requires deferred tax assets of the acquired business that are not recognised at the date of the
combination but subsequently meet the recognition criteria to be adjusted against goodwill. The revised standard will only
allow adjustments against goodwill within the one-year window for finalisation of the purchase accounting.
The group will apply IFRS 3 (Revised) from April 01, 2010. The effect of the standard on future periods will depend on the
nature and significance of any acquisitions that are subject to this standard.
• IFRIC 13, Customer loyalty programmes (effective from April 01, 2008). IFRIC 13 clarifies that where goods or services
are sold together with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is
a multiple–element arrangement and the consideration receivable from the customer is allocated between the components
of the arrangement using fair values. Satyam is in the process of analysing the impact of this interpretation on the
accounts.
• IFRIC 14, IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction. IFRIC 14
provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognized as an asset.
It also explains how the pension asset or liability may be affected by a statutory or contractual minimum funding
requirement. The group will apply IFRIC 14 from April 01, 2008, but it is not expected to have any impact on the
group’s accounts.
2.1.6.Interpretations to existing standards that is not yet effective and not relevant for the group’s operations
The following interpretations to existing standards have been published and are mandatory for financial year beginning on April
01, 2008 or later periods but are not relevant for Satyam’s operations:
• IFRIC 12, Service concession arrangements (effective from April 01, 2008). IFRIC 12 applies to contractual arrangements
whereby a private sector operator participates in the development, financing, operation and maintenance of infrastructure
for public sector services. IFRIC 12 is not relevant to the group’s operations as none of the group’s companies provide for
public sector services.
2.2. Consolidation
Domestic and foreign subsidiaries, joint ventures and special purpose entities considered for consolidation are as follows:
Indirect subsidiaries
9) Subsidiaries of Knowledge Dynamics Pte Limited
– Knowledge Dynamics Private Limited India 99.99%
– Knowledge Dynamics USA, Inc. USA 98.00%
– Info on Demand SDN BHD (ceased to exist from October 1, 2007) Malaysia -
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a) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial
and operating policies so as to obtain economic benefits from its activities, generally accompanying a shareholding of more
than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the group. They are de–consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed
at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share
of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net
assets of the subsidiary acquired, the difference is recognized directly in the income statement.
Inter–company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
Satyam has employee benefit trust SC-Trust which purchases and holds ordinary shares of Satyam Computer Services
(treasury shares) in connection with employee share–based payment schemes. Satyam controls the activities of the trust
and pursuant to the criteria set out in SIC-12, Consolidation – Special Purpose Entities, consolidates the trust.
b) Joint ventures
Joint ventures are all entities, formed under contractual arrangements, over which Satyam has joint control along with the
other venturers. Joint control is the contractually agreed sharing of control over the entities, and exists only when the
strategic financial and operating decisions relating to the activity require the unanimous consent of Satyam and the other
parties sharing control. Investments in joint ventures are accounted for using the equity method of accounting and are
initially recognized at cost. Satyam’s investment in joint ventures includes goodwill identified on acquisition, if any, net of
any accumulated impairment loss (see Note 8.2).
Satyam’s share of its joint ventures’ post–acquisition profits or losses is recognized in the income statement, and its share
of post–acquisition movements in reserves is recognized in reserves. The cumulative post–acquisition movements are
adjusted against the carrying amount of the investment. When Satyam’s share of losses in a joint venture equals or exceeds
its interest in the joint venture, including any other unsecured receivables, Satyam does not recognise further losses, unless
it has incurred obligations or made payments on behalf of the joint venture. Unrealised gains on transactions between
Satyam and its joint ventures are eliminated to the extent of Satyam’s interest in the joint ventures. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of
joint ventures have been changed where necessary to ensure consistency with the policies adopted by the group.
Dilution gains and losses in joint ventures are recognized in the equity statement.
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provision for impairment, reported in the balance sheet approximate the fair value due to their short realisation period. A
provision for impairment of trade receivables is established when there is objective evidence that Satyam will not be able to collect
all amounts due according to the original terms of receivables. The provision is established at amounts considered to be
appropriate, based primarily upon Satyam’s past credit loss experience and an evaluation of potential losses on the receivables.
The amount of the provision is recognized in the income statement.
2.11. Unbilled revenue and unearned revenue
Amounts which relate to recoverable costs and accrued profits not yet billed on contracts are classified in current assets as
“Unbilled revenue on contracts”. Billings on uncompleted contracts in excess of recoverable cost and accrued profit are classified
in current liabilities as “Unearned revenue”.
2.12. Investments in bank deposits
Investments in bank deposits represent term deposits placed with banks earning fixed rate of interest. Investments in bank
deposits with maturities of less than a year are disclosed as current assets and more than one year as non current. At the balance
sheet date, these deposits are measured at amortised cost using effective interest method.
2.13. Cash and cash equivalents
Cash and cash equivalents include cash in hand and at bank, and short–term deposits with an original maturity period of three
months or less. Bank overdrafts that are an integral part of cash management and where there is a legal right of set–off against
positive cash balances are included in cash and cash equivalents. Otherwise bank overdrafts are classified as borrowings.
2.14. Share capital
Ordinary shares are classified as equity. Preference shares are assessed for classification under equity or liability (Note 2.15).
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from
the proceeds.
Where any group entity purchases the equity share capital of Satyam Computer Services (treasury shares), the consideration paid,
including any directly attributable incremental costs (net of taxes) is deducted from equity attributable to the equity holders of
Satyam Computer Services until the shares are reissued. Where such shares are subsequently reissued, any consideration
received net of any directly attributable incremental transaction costs and the related income tax effects, is included in the equity
attributable to equity holders of Satyam Computer Services.
2.15. Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the
income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for
at least 12 months after the balance sheet date. In respect of borrowings with repayment schedule, classification as current and
non–current liabilities is based on the repayment schedule.
Borrowings designated at fair value through profit or loss are initially recognised at fair value. A borrowing is classified in this
category if it contains embedded derivatives, which significantly modify the cash flows that otherwise would be required by the
host instrument. These borrowings are re-measured at each reporting date with the changes in fair value recognised in the income
statement.
2.16. Current and deferred income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date
in the countries where the group operates and generates taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions,
where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates
and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilised.
Deferred income tax is provided on temporary differences, if any, arising on investments in subsidiaries and joint ventures, except
where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary
difference will not reverse in the foreseeable future.
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Current and deferred income tax are recognized in the income statement, except when the tax relates to items charged or credited
directly to equity, in which case the tax is also dealt with directly in equity.
2.17. Employee benefits
Employee benefits are accrued in the period in which the associated services are rendered by employees of the group. Contributions
to defined contribution schemes such as Provident Fund, Employee State Insurance Scheme and Superannuation are charged to
income statement on accrual basis.
a) Gratuity
The Gratuity Plan is a defined benefit plan that, at retirement or termination of employment, provides eligible employees with
a lump sum payment, which is a function of the last drawn salary and completed years of service. The liability recognised
in the balance sheet in respect of gratuity plan is the present value of the defined benefit obligation at the balance sheet date
less the fair value of plan assets, if any, together with adjustments for unrecognised past–service costs. The defined benefit
obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government
of India securities and that have terms to maturity approximating to the terms of the related gratuity liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to income statement in the period in which they arise.
b) Compensated absences
Satyam operates both accumulating and non–accumulating absences plan. Satyam measures the expected cost of
accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement that
has accumulated at the balance sheet date. Expense on non–accumulating compensated absences is recognised in the
period in which the absences occur.
c) Share–based payment
Satyam operates a number of equity–settled share–based compensation plans. The fair value of the employee services
received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed over the
vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non–market
vesting conditions (for example, profitability and sales growth targets). Non–market vesting conditions are included in
assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its
estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates,
if any, in the income statement, with a corresponding adjustment to equity.
2.18. Revenue Recognition
a) IT Services
Revenues from IT services, which includes software development, system maintenance, package software implementation,
engineering design services and e–Business consist of revenues earned from services performed either on a time–and–
material basis or time bound fixed price engagements.
Revenues earned from services performed on a time–and–material basis are recognized as the services are performed. IT
services performed on time bound fixed–price engagements; require accurate estimation of the costs which include salaries
and related expenses of technical associates, related communication expenses, travel costs and scope and duration of each
engagement. Revenue and the related costs for these projects are recognized on percentage–of–completion basis, with
revisions to estimates reflected in the period in which changes become known. Provisions for estimated losses on such
engagements are made during the period in which a loss becomes probable and can be reasonably estimated.
The use of the percentage-of-completion method reflects the pattern in which the obligations to the customer are fulfilled.
Satyam has used an input-based approach since the input measures are a reasonable surrogate for output measures. The
progress of the projects is measured using the efforts expended approach which is based on units of work performed (hours
spent by project staff).
The extent of progress to date on the projects, estimates of future efforts for completion of the projects and the variance of
the revised project plans from the original project plan are continuously monitored. The direct relationship between the
efforts expended and the productivity in measuring progress towards completion makes the efforts expended method more
reliable and also the best approximation of progress towards completion.
b) Business Process Outsourcing
Revenues from BPO services consist of revenues from time–and–material services or time bound fixed- price engagements.
Revenues from time–and–material services are recognized as the services are performed. Revenues from BPO services are
also on time bound fixed price engagements, under which revenue is recognized using the percentage–of–completion
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method of accounting. The cumulative impact of any revision in estimates of the percentage of work completed is reflected
in the period in which the change becomes known. Provisions for estimated losses are made during the year in which a loss
becomes probable and can be reasonably estimated.
c) Warranty
Satyam provides its clients with one to three month warranty as post–sale support for its fixed price engagements. Satyam
has not provided for any warranty costs for the years ended March 31, 2008 and 2007 as historically Satyam has not
incurred any expenditure on account of warranties and since the customer is required to formally sign off on the work
performed, any subsequent work is usually covered by an additional contract.
2.19. Leases
Rentals payable under operating leases are charged to the income statement on a straight–line basis over the lease term.
2.20. Dividend distribution
Dividends to the shareholders of Satyam Computer Services are recognized as a liability and deducted from shareholders’ equity
in the year in which the dividends are approved by the shareholders of Satyam Computer Services. Interim dividends that are
declared by the Board of directors without the need for shareholders’ approval are recognised as a liability and deducted from
shareholders’ equity in the year in which the dividends are declared by the Board of Directors of Satyam Computer Services.
3. Financial risk management
3.1. Financial risk factors
Satyam’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and
cash flow interest rate risk), credit risk and liquidity risk. Satyam’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance. Satyam
Computer Services uses derivative financial instruments to mitigate certain risk exposures.
Satyam’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of
risk from the top few customers. The demographics of the customer including the default risk of the industry and country in which
the customer operates also has an influence on credit risk assessment. The risk management policies include a credit policy under
which each new customer is analysed individually for creditworthiness before the standard payment terms and conditions are
offered.
Satyam manages foreign exchange and interest rate risks through treasury operations. Its risk management strategy is to identify
risks it’s exposed to, evaluate and measure those risks, decide on managing those risks, regular monitoring and reporting to
management. The objective of its risk management policy is to minimize risk arising from adverse currency movements by
managing the uncertainty and volatility of foreign exchange fluctuations by mitigating the risk to achieve greater predictability
and stability. The risk management policies include implementing strategies for foreign currency exposures, specification of
transaction limits; specifying authority and responsibility of the personnel involved in executing, monitoring and controlling such
transactions. Satyam considers the impact of cash flow and fair value interest risk on the operations as not material.
a) Market risk
i) Foreign exchange risk
Satyam operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the US Dollars. Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities. The exchange rate between Indian rupee and the US dollar has changed substantially in recent years and may
fluctuate substantially in the future.
Satyam enters into foreign exchange forward and option contracts to mitigate the risk of changes in foreign exchange rates
on cash flows denominated in US dollars.
The following tables give details in respect of the outstanding foreign exchange forward and option contracts:
As at March 31,
2008 2007
Aggregate contracted principal amounts of contracts outstanding
Forward contracts 395.7 100.0
Option contracts 737.4 352.6
1,133.1 452.6
Gains/(losses) on outstanding contracts
Forward contracts (0.7) 2.1
Option contracts (1.6) 2.4
(2.3) 4.5
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The outstanding foreign exchange forward and option contracts as at March 31, 2008 mature between one to twenty seven
months.
Gains/(losses) on all foreign exchange forward and option contracts are included under ‘Other income’ in the consolidated
income statement are as follows:
Year ended March 31,
2008 2007
Forward contracts 5.4 2.6
Option contracts 3.6 3.6
9.0 6.2
A 2% increase/decrease in the value of the Indian rupee against US dollar would decrease/increase the gains on outstanding
foreign exchange forward and option contracts by US$4.5 and US$2.1 for the years ended March 31, 2008 and 2007
respectively.
A 3% increase/decrease in the value of the Indian rupee against UK pound, Euro and Australian dollar would decrease/
increase the gains on outstanding foreign exchange forward and option contracts by US$0.1 and Nil for the years ended
March 31, 2008 and 2007 respectively.
The sensitivity analysis is based on a reasonably possible change in the underlying foreign currency against the Indian
rupee computed from historical data.
ii) Cash flow and fair value interest rate risk
The group’s interest rate risk arises from long–term borrowings and investment in bank deposits. Borrowings issued at
variable rates expose the group to cash flow interest rate risk while borrowings issued and investment in bank deposits at
fixed rates expose the group to fair value interest rate risk.
Satyam has not entered into any interest rate swaps in respect of the borrowings or investment in bank deposits. However,
Satyam continuously monitors the movement of interest rates to determine whether the new borrowings have to be raised
or deposits have to be placed at fixed or floating interest rates.
Borrowings
The profile of Satyam’s borrowings as at March 31, 2008 is as follows:
Loan type Lenders Interest Computation Amount
(per annum) method Outstanding
Working capital loan BNP Paribas 6 month LIBOR +0.95% Floating 10.7
External commercial borrowing BNP Paribas 6 month LIBOR +0.95% Floating 10.4
Overdraft facility BNP Paribas 6 month LIBOR +0.25% Floating 26.9
Vehicle loans Various other 3%–14% Fixed 6.1
parties
The table below provides information about group’s financial instruments that are sensitive to changes in interest rates as
at the dates shown. Weighted average interest rates were based on average interest rates applicable to the loans.
Year ended March 31,
2008 2007
Weighted Weighted
average Amount average Amount
interest rate Outstanduing interest rate Outstanding
Fixed interest rate long term borrowings 10.0% 6.0 7.9% 3.2
Variable interest rate long term borrowings 8.0% 21.2 7.2% 20.6
Variable interest rate short term borrowings 8.4% 26.9 6.7% 10.6
54.1 34.4
A 100 bps increase/decrease in the borrowing interest rates would have impacted the interest on floating interest rate
borrowings and decreased/increased the net profit by US$0.4 and US$0.3 for the year ended March 31, 2008 and 2007,
respectively.
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The approximate fair value of fixed interest rate long–term debts, as determined using current interest rates was US$6.1 and
US$3.2 as at March 31, 2008 and 2007 respectively as compared to the carrying amounts of US$6.0 and US$3.2 as at
March 31, 2008 and 2007 respectively.
A 100 bps increase/decrease in the interest rates would have resulted in a decrease/increase in the fair value by US$8.0
thousand and US$4.0 thousand as at March 31, 2008 and 2007, respectively.
Investment in bank deposits
Investments in bank deposits denominated in Indian rupee represent term deposits placed with banks earning fixed rate of
interest. The carrying value of investments in bank deposits amounted to US$894.8 and US$782.7 as at March 31, 2008
and 2007 respectively. The approximate fair value of investment in bank deposits, as determined using current interest rates
was US$902.7 and US$759.7 as at March 31, 2008 and 2007 respectively. The weighted average rate of interest earned on
investment in bank deposits amounted to 8.0% and 7.0% during the year ended March 31, 2008 and 2007 respectively.
A 100 bps increase in current interest rates would have reduced the fair value of investment in bank deposits by US$5.6 and
US$11.5 as at March 31, 2008 and 2007 respectively whereas a 100 bps decrease in current interest rates would have
increased the fair value of investment in bank deposits by US$5.7 and US$11.8 as at March 31, 2008 and 2007 respectively.
The sensitivity analysis is based on a reasonably possible change in the market interest rates computed from historical
data.
b) Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. Trade receivables
are typically unsecured and are derived from revenue earned from customers primarily located in the United States. Credit
risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which Satyam grants credit terms in the normal course of business. The following table gives details in respect
of percentage of revenues generated from top two and top five customers:
Year ended March 31,
2008 2007
Revenue from top two customers
Customer I 4.88% 6.34%
Customer II 4.85% 4.41%
Revenue from top five customers 19.27% 21.04%
Satyam maintains banking relationships with only creditworthy banks which it reviews on an on–going basis. Satyam
enters into foreign exchange derivative instruments where the counter party is generally a bank. Consequently, the credit
risk on the derivatives and bank deposits is not considered material.
c) Liquidity risk
Satyam manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following table sets forth group’s financial liabilities to make future payments as at March 31, 2008.
Within 1 1–3 years 3–5 years After 5 Total
year years
As at March 31, 2008
Trade and other payables 119.4 - - - 119.4
Borrowings 29.7 25.1 0.2 - 55.0
Acquisition consideration 1.7 1.6 - - 3.3
Derivative financial liabilities 2.6 - - - 2.6
153.4 26.7 0.2 - 180.3
As at March 31, 2007
Trade and other payables 65.0 - - - 65.0
Borrowings 12.3 18.0 4.4 - 34.7
Acquisition consideration 12.9 8.7 - - 21.6
Derivative financial liabilities - - - - -
90.2 26.7 4.4 - 121.3
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Satyam has at its disposal cash and cash equivalents of US$290.5 (March 31, 2007: US$152.2) and investment in bank
deposits of US$894.8 (March 31, 2007: US$782.7) in addition to the unused lines of credit from banks as at March 31,
2008.
Details of unused lines of credit available from banks as at the balance sheet date are as follows:
As at March 31,
2008 2007
Short term debt 1.6 9.0
Long term debt - -
Non–fund facilities 33.4 16.2
Total 35.0 25.2
Based on past performance and current expectations, Satyam believes that the cash and cash equivalents and cash
generated from operations will satisfy its working capital needs, capital expenditure, investment requirements, stock
repurchases, commitments and other liquidity requirements associated with its existing operations through at least the next
12 months. In addition, there are no transactions, arrangements, and other relationships with unconsolidated entities or
other persons that are reasonably likely to materially affect liquidity or the availability of the requirements for capital
resources.
3.2. Capital risk management
Satyam’s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders.
Total capital of Satyam is ‘equity’ as shown in the consolidated balance sheet plus net debt. Net debt is calculated as total
borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash
equivalents. Net debt as at the reporting date is zero.
In order to maintain or adjust the capital structure, Satyam may adjust the amount of dividends paid to shareholders, issue new
shares to reduce debt.
3.3. Fair value estimation
The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities) is based on
quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the group is the current
bid price. The fair value of financial instruments that are not traded in an active market (for example, over-the counter
derivatives) is determined by using valuation techniques. The group uses a variety of methods and makes assumptions that are
based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are
used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the
remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future
cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the
balance sheet date.
The carrying value less impairment provision, of trade receivables and payables, are assumed to approximate their fair values.
The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the
current market interest rate that is available to the group for similar financial instruments.
4. Critical accounting estimates and judgements
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
Satyam makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year are discussed below.
a) Income taxes
Satyam is subject to income taxes in a number of jurisdictions. Significant judgment is required in determining provision
for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during
the ordinary course of business. Satyam recognises liabilities for anticipated tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination
is made.
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Geographical information
Satyam’s business segments operate in five main geographical areas, even though they are managed on a worldwide basis. The
home country of Satyam Computer Services, which is also the main operating company, is India. Satyam’s revenue is generated
mainly within America, Europe, Asia Pacific and India.
The revenues are attributable to countries based on location of customers. Non-current assets are based on the location of the
assets.
Revenue from external
customers Non-current assets
Year ended March 31, As at March 31,
2008 2007 2008 2007
America 1,285.0 924.0 4.2 4.0
Europe 439.8 276.5 2.3 2.3
Asia Pacific 288.9 160.7 5.3 2.1
India 68.5 75.2 253.8 191.4
Rest of the world 55.9 25.0 1.6 0.8
2,138.1 1,461.4 267.2 200.6
The non-current assets in the above table represent premises and equipment and intangible assets of each segment.
6. Premises and equipment
Furniture
Computers fittings
Land and and and Assets under
buildings servers equipment Vehicles construction Total
Cost
As at April 01, 2006 31.6 169.8 46.9 7.0 18.0 273.3
Additions 1.6 19.1 7.7 2.7 49.1 80.2
Disposals - (0.4) - (1.2) - (1.6)
Exchange difference 1.1 7.6 1.9 0.5 2.9 14.0
As at March 31, 2007 34.3 196.1 56.5 9.0 70.0 365.9
Additions 3.8 35.1 12.2 6.0 39.9 97.0
Disposals - (0.5) (0.1) (1.8) (2.4)
Exchange difference 2.7 14.9 4.5 0.6 5.1 27.8
As at March 31, 2008 40.8 245.6 73.1 13.8 115.0 488.3
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Furniture
Computers fittings
Land and and and Assets under
buildings servers equipment Vehicles construction Total
Accumulated depreciation
As at April 01, 2006 3.0 144.5 33.3 2.7 - 183.5
Charge for the year 0.8 20.3 5.8 1.5 - 28.4
Disposals - (0.3) - (0.5) - (0.8)
Exchange difference 0.1 5.5 1.4 0.2 - 7.2
As at March 31, 2007 3.9 170.0 40.5 3.9 - 218.3
Charge for the year 1.1 24.5 7.3 2.3 - 35.2
Disposals - (0.5) - (1.2) - (1.7)
Exchange difference 0.2 13.0 3.3 0.3 - 16.8
As at March 31, 2008 5.2 207.0 51.1 5.3 - 268.6
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The recoverable amount of a CGU is determined based on value–in–use calculations. These calculations use pre–tax cash flow
projections based on financial budgets approved by management. Cash flows beyond five years are extrapolated using the
estimated long-term conservative growth rates stated below. The key assumptions used for value–in–use calculations are as
follows:
Citisoft KDPL STI Nitor
Operating margin 16% 5% 24% 20%
Long-term growth rate 5% 5% 5% 2%
Pre-tax discount rate 21% 18% 19% 30%
Management determined budgeted operating margin based on past performance and its expectations of market development.
The long term growth rates do not exceed the long–term average growth rate for the IT business in which the CGU operates. The
discount rates used are pre–tax and reflect specific risks.
8. Investments
8.1. Acquisitions
8.1.1.Citisoft Plc.
On May 12, 2005, Satyam acquired a 75% interest in Citisoft Plc (“Citisoft”), a business and systems consulting firm located in the
United Kingdom that has focused on the investment management industry since 1986. The acquisition, as accounted under Indian
GAAP has not been restated pursuant to the application of business combinations exemption under IFRS 1. The consideration for
the 75% equity interest in Citisoft aggregated to US$17.4 comprising of an initial consideration of US$14.3 (including direct
acquisition costs of US$0.9) and deferred consideration (non–contingent) of US$3.1. Deferred consideration for the acquisition
of the 75% equity interest was accounted for as part of the purchase consideration and classified as a current liability in the
opening IFRS balance sheet as at April 01, 2006. This has been paid subsequently in June 2006.
The group was also required to pay a maximum earn out consideration aggregating to US$3.9 in May 2007 based on achievement
of targeted revenues and profits for the year ended April 30, 2007. Satyam expected a pay–out as at April 01, 2006 of US$3.9 and
accordingly accounted for the expected pay–out as a liability with a corresponding adjustment to goodwill as at the opening IFRS
balance sheet date of April 01, 2006.
Satyam also had a call option and the minority shareholders had a put option to acquire / sell the balance 25% equity shares in
two tranches – 12.5% on April 30, 2007 and 12.5% on April 30, 2008. The consideration payable for the first tranche of 12.5%
equity shares on April 30, 2007 would amount to US$2.8 and a maximum earn–out consideration amounting to US$2.4 based
on achievement of targeted revenues and profits. The consideration payable for the second tranche of 12.5% equity shares on April
30, 2008 would amount to US$2.9 and a maximum earn–out consideration amounting to US$3.7 based on achievement of
targeted revenues and profits. However, with a written put on the balance 25% equity shares, Satyam Computer Services had
effectively acquired 100% of Citisoft at the date of acquisition. Hence, in relation to the opening IFRS balance sheet as at April 01,
2006:
• minority interest of US$1.0 recognized in Indian GAAP, in respect of shares subject to put has been derecognized on the date
of business combination treating the shares as if they had been acquired by Satyam Computer Services as a part of the
business combination.
• consequently, goodwill is adjusted to the extent of the difference of US $10.8 between the minority interest and the fair value
of put liability. Fair value of the put liability of US$11.8 represented the amount Satyam expected to pay on the date of
business combination.
Subsequently, the deferred consideration has been paid on June 30, 2007. Since the revenue and profit targets have not been
achieved, the earn–out consideration to be paid on April 30, 2007 is no longer payable; accordingly the goodwill amount has
been adjusted.
On June 29, 2007, Satyam entered into an amendment agreement with the selling shareholders. In accordance with the amendment
agreement, Satyam was required to pay a settlement consideration of US$3.5 in lieu of the outstanding deferred consideration,
and the difference between the settlement consideration and the outstanding deferred consideration has been recognised in the
income statement. The outstanding earn-out consideration payable has been de-recognised and goodwill has been adjusted
accordingly.
Satyam was also required to fund an Employee Benefit Trust (“EBT”) formed by Citisoft for the purpose of providing additional
incentive to employees to contribute to the success of Citisoft. Satyam was required to fund a maximum of US$3.4 and US$1.7 on
April 30, 2007 and 2008 respectively, based on achievement of targeted revenues and profits. Under IFRS, contribution to EBT,
since required for the purpose of providing additional incentive to employees to contribute to the success of Citisoft, has been
considered as compensation for post–acquisition services and hence is in the nature of employee benefit expense. Pursuant to the
application of mandatory estimates exception under IFRS 1, the group recognized a liability of US$1.4 on April 01, 2006 towards
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expected contribution to EBT with a corresponding adjustment to retained earnings. Further, Satyam Computer Services has
recognized US$1.7 in the consolidated statement of income as part of cost of revenues in respect of the EBT contribution for the
year ended March 31, 2007. Pursuant to the amendment agreement, the excess liability in respect of contribution to EBT has been
de-recognised.
8.1.2.Knowledge Dynamics Pte Limited
On October 01 2005, the group acquired the entire share capital of Knowledge Dynamics Pte Limited, Singapore, (“Knowledge
Dynamics”), a data warehousing and business intelligence solutions provider. The acquisition, as accounted under Indian GAAP
has not been restated pursuant to the application of business combinations exemption under IFRS 1. The consideration for this
acquisition aggregated to US$3.3 comprising of initial consideration of US$1.8 (including direct acquisition costs of $11
thousand) and deferred consideration of US$1.5. The entire deferred consideration of US$1.5 has been paid in two tranches of
US$0.8 and US$0.7 in March 2007 and June 2007respectively.
Additionally the group was also required to pay a maximum earn-out consideration aggregating to US$1.1 and US$1.1 on April
30, 2007 and 2008 respectively based on the achievement of targeted revenues and profits from the date of acquisition up to April
30, 2007 and 2008 respectively. The group expected a pay–out as at April 01, 2006 of US$2.2 and accordingly accounted for the
expected pay–out as a liability with a corresponding adjustment to goodwill as at the opening IFRS balance sheet date of April
01, 2006. However the revenue and profit targets have not been achieved, therefore the earn–out consideration has been de-
recognised and adjusted against goodwill.
On July 19, 2007, the group entered into an amendment agreement with the selling shareholders. As per the amendment
agreement, the group is required to pay US$0.7 to the selling shareholders in July 2007 and deferred payment of US$0.2 and a
maximum earn out consideration of US$0.5 payable in May 2008 in lieu of the earn–out consideration payable in 2008. Satyam
has paid US$0.7 in July 2007 and the difference between the settlement consideration and the outstanding deferred and earn-out
consideration has been recognised in the income statement.
8.1.3.Nitor Global Solutions Limited
On January 04, 2008, Satyam acquired the entire share capital of Nitor Global Solutions Limited, United Kingdom (“Nitor”), an IT
professional consultancy services company engaged in assisting clients in managing infrastructure programs, liaison and
communications, architecture, designing, planning and deploying Microsoft technologies. The total consideration for this acquisition
aggregated to approximately US$5.6 including a performance-based payment of up to US$1.5 payable over two years conditional
upon achievement of specified revenue and profit targets and a service based consideration of up to US$1.2 to be accounted on
accrual. The acquired business contributed revenues of US$0.8 and net profit of US$17 thousand to Satyam for the period from
January 04, 2008 to March 31, 2008. Pro-forma disclosures regarding this acquisition have not been provided because it is not
material to the operations of Satyam.
Details of net assets acquired and goodwill are as follows:
Amount
Purchase consideration
– Cash paid 2.9
– Contingent consideration 1.5
Total purchase consideration 4.4
Fair value of net assets acquired 1.4
Goodwill 3.0
The goodwill is attributable to the further development of a specialised technology and the business development initiatives that
allow Nitor to acquire new customers and generate revenue.
The assets and liabilities as at January 04, 2008 arising from the acquisition are as follows:
Acquiree’s
Fair value carrying amount
Cash and cash equivalents 0.6 0.6
Customer contracts and relationships 0.6 -
Non-compete agreements 0.1 -
Internally developed technology 0.2 -
Trade and other receivables 0.8 0.8
Trade and other payables (0.6) (0.6)
Deferred tax liabilities (0.3) -
Net assets acquired 1.4 0.8
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Amount
Purchase consideration settled in cash 2.9
Cash and cash equivalents in subsidiary acquired 0.6
Cash outflow on acquisition 2.3
Satyam’s share of the results of its joint ventures, all of which are unlisted, and its aggregated assets and liabilities, are as follows:
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Liabilities at
fair value other
through the Financial
March 31, 2008 profit and loss liabilities Total
Liabilities as per balance sheet
Borrowings - 54.1 54.1
Derivative financial instruments - - -
- 54.1 54.1
Assets at fair
value through
Loans and the profit Available
March 31, 2007 receivables and loss for sale Total
Assets as per balance sheet
Investments in non–marketable equity securities - - 3.7 3.7
– Accumulated impairment - - (3.7) (3.7)
Derivative financial instruments - 4.5 - 4.5
Trade and other receivables 377.4 - - 377.4
Investments in bank deposits 782.7 - - 782.7
Cash and cash equivalents 152.2 - - 152.2
1,312.3 4.5 - 1,316.8
Liabilities at
fair value other
through the Financial
March 31, 2007 profit and loss liabilities Total
Liabilities as per balance sheet
Preference shares 13.6 - 13.6
Borrowings - 34.4 34.4
Derivative financial instruments - - -
13.6 34.4 48.0
The carrying amounts reported in the balance sheet for cash and cash equivalents, trade and other receivables, amounts due to
or from related parties, accounts payable and other liabilities approximate their respective fair values due to their short maturity.
Interest accrued on investment in bank deposits aggregated to US$68.1 and US$15.1 as at March 31, 2008 and 2007 respectively.
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The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances
within the same tax jurisdictions, is as follows:
Share of Provision for
profit trade and
Retirement from joint other
Depreciation benefits ventures receivables others Total
At April 01, 2006 (5.9) 5.9 (0.3) 3.7 0.1 3.5
(Charge) / credit to the income statement 0.4 6.2 (0.2) 0.1 - 6.5
(Charge) / credit directly to equity - - - - (4.3) (4.3)
Exchange differences (0.3) 0.5 - 0.2 - 0.4
At March 31, 2007 (5.8) 12.6 (0.5) 4.0 (4.2) 6.1
(Charge) / credit to the income statement 5.3 5.9 - 0.6 (0.1) 11.7
(Charge) / credit directly to equity - - - - (0.4) (0.4)
Exchange differences (0.6) 1.1 (0.1) 0.2 (0.4) 0.2
At March 31, 2008 (1.1) 19.6 (0.6) 4.8 (5.1) 17.6
During the year ended March 31, 2007 deferred tax liability of US$4.3 on gain on dilution of interest in Satyam BPO has been
recognised and the same has been charged directly to equity.
Satyam has not recognized deferred income taxes arising on income of Satyam Computer Services due to the tax benefit available
to it in the form of exemption from taxable income, except to the extent of timing differences which reverse after the tax holiday
period or unless they reverse under foreign taxes. However, Satyam Computer Services earns certain other income and domestic
income, which are taxable irrespective of the tax holiday as stated above.
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit
through the future taxable profits is probable. The group did not recognise deferred income tax assets of US$30.0 and US$26.6
on operating losses for tax purposes amounting to US$81.9 and US$71.9 as at March 31, 2008 and 2007 respectively on account
of uncertainty in the timing of reversal of such deferred tax assets. These carry forward losses expire at various dates primarily
over a period of 8 years in India and 20 years in other tax jurisdictions.
Satyam has not provided for any deferred income taxes on undistributed earnings of foreign subsidiaries due to the losses
incurred by them since their inception. These losses aggregated to approximately US$43.2 and US$39.8 as at March 31, 2008 and
2007 respectively.
11. Trade and other receivables
As at March 31,
2008 2007
Current
Trade receivables 539.6 387.3
Other receivables 86.0 29.2
Prepaid expenses 11.2 7.9
636.8 424.4
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As at March 31,
2008 2007
Provision for impairment of trade and other receivables (38.0) (28.3)
598.8 396.1
Non–current
Other receivables 38.2 21.2
Loans and advances - -
38.2 21.2
637.0 417.3
Financial assets in trade and other receivables 625.8 377.4
All non–current receivables are due within ninety nine years from the balance sheet date.
Trade receivables that are due for less than six months are generally not considered impaired. In respect of trade receivables that
are neither past due nor impaired, as at the reporting date, there are no indications that the customers will not meet their payment
obligations.
As at March 31, 2008, trade receivables of US$246.8 (March 31, 2007: US$107.5) were past due but not impaired. There are no
indications that these customers will not meet their payment obligations. The ageing analysis of trade receivables which are not
impaired is as follows:
As at March 31,
2008 2007
Up to 6 months 228.8 96.6
more than 6 months 18.0 10.9
246.8 107.5
As at March 31, 2008, trade receivables of US$31.0 (March 31, 2007: US$22.9) were impaired and provided for. The amount of
the provision was US$31.0 as at March 31, 2008 (March 31, 2007: US$22.9). Trade receivables are tested individually for
impairment. The ageing of these receivables is as follows:
As at March 31,
2008 2007
6 to 12 months 2.0 0.6
more than 12 months 29.0 22.3
31.0 22.9
The carrying amounts of the group’s trade receivables are denominated in the following currencies:
As at March 31,
2008 2007
US dollar 315.0 240.6
Other currencies 193.6 123.8
508.6 364.4
The creation and release of provision for impaired receivables have been included in ‘selling, general and administrative
expenses’ in the income statement.
Movements on the group provision for impairment of trade receivables are as follows:
Year ended March 31,
2008 2007
As at the beginning of the year 22.9 19.2
Provision for impairment 8.5 3.6
Provision no longer required on account of amounts recovered (2.3) (0.6)
Change due to foreign currency fluctuation 1.9 0.7
As at the closing of the year 31.0 22.9
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Movements on the group provision for impairment of other receivables are as follows:
Year ended March 31,
2008 2007
As at the beginning of the year 5.4 3.8
Provision for impairment 1.2 1.3
Change due to foreign currency fluctuation 0.4 0.3
As at the closing of the year 7.0 5.4
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The group
does not hold any collateral as security.
Export packing credit and bank overdraft of Satyam BPO are secured against trade receivables for the value of US$27.8 (March
31, 2007: US$13.3) (Note 16).
12. Cash and cash equivalents
Cash and cash equivalents consist of:
As at March 31,
2008 2007
Cash in hand and at bank 290.5 138.2
Short–term deposits with banks - 14.0
290.5 152.2
* The par value in US$ has been derived based on the closing rate as at March 31, 2008 (1 US$ = Rs.40.02).
As at March 31, 2008 130,490,460 ordinary shares (March 31, 2007: 130,209,472 ordinary shares) of Rs. 2 (US$0.05) each fully
paid–up represent 65,245,230 American depository shares (March 31, 2007: 65,104,736 American depository shares).
Stock Split (in the form of stock dividend)
On August 21, 2006, the shareholders of Satyam approved a two–for–one stock split (in the form of stock dividend) which was
effective on October 10, 2006. Consequently, Satyam capitalized an amount of US$17.7 from its retained earnings to common
stock. All references in the financial statements to number of shares, per share amounts, stock option data, and market prices of
Satyam’s equity shares have been stated to reflect the stock split unless otherwise noted.
14. Share–based payments
Associate Stock Option Plan
In May 1998, Satyam established its Associate Stock Option Plan (the “ASOP plan”), which provided for the issue of 26,000,000
shares, as adjusted, to eligible associates. Satyam issued warrants to purchase these shares to a controlled associate welfare
trust called the Satyam Associate Trust (the “SC–Trust”). In December 1999, the SC–Trust exercised all its warrants to purchase
Satyam Computer Services shares prior to the stock split using the proceeds obtained from bank loans. The warrants vest
immediately or vest over a period ranging from one to three years. Upon vesting, associates have 30 days in which to exercise
these warrants. As at March 31, 2008, warrants (net of lapsed and forfeited) to purchase 23,829,720 equity shares have been
granted to associates pursuant to ASOP since inception.
The SC–Trust, which purchases and holds ordinary shares of Satyam Computer Services (treasury shares) in connection with
employee share–based payment schemes, is consolidated in Satyam’s financial statements. Any consideration paid or received
by SC–Trust is accounted as detailed in Note 2.14.
Associate Stock Option Plan B
In April 2000, Satyam established its Associate Stock Option Plan B (the “ASOP B”) and reserved warrants for 83,454,280 shares
to be issued to eligible associates with the intention to issue the warrants at the market price of the underlying equity shares on
the date of the grant. These warrants vest over a period ranging from two to four years, starting with 20% in second year, 30% in
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the third year and 50% in the fourth year. Upon vesting, associates have 5 years to exercise these warrants. As at March 31, 2008,
options (net of lapsed and forfeited) to purchase 53,114,071 equity shares have been granted to associates under this plan since
inception.
Associate Stock Option Plan– ADS
In May 2000, Satyam established its Associate Stock Option Plan (ADS) (the ‘ASOP (ADS)’) to be administered by the Administrator
of the ASOP (ADS) which is a committee appointed by the Board of Directors of Satyam and reserved 5,149,330 ADSs (10,298,660
shares) to be issued to eligible associates with the intention to issue the options at a price per option which is not less than 90%
of the value of one ADS as reported on NYSE on the date of grant converted into Indian Rupees at the rate of exchange prevailing
on the grant date. These options vest over a period of 1–10 years from the grant date. As at March 31, 2008, options (net of lapsed
and forfeited) for 3,178,352 ADSs representing 6,356,696 equity shares have been granted to associates under the ASOP ADS
since inception.
Associate Stock Option Plan – Restricted Stock Units (ASOP – RSUs)
During the year ended March 31, 2007, the group has established a scheme “Associate Stock Option Plan – Restricted Stock Units
(ASOP– RSUs)” to be administered by the Administrator of the ASOP– RSUs, a committee appointed by the Board of Directors of
the Company. Under the scheme 13 million equity shares are reserved to be issued to eligible associates at a price to be determined
by the Administrator which shall not be less than the face value of the share. ASOP RSUs vest over a period of 1–4 years from the
date of the grant. Upon vesting, associates have 5 years in which to exercise these options. As at March 31, 2008, options (net
of lapsed and forfeited) for 3,270,651 shares have been granted under the ASOP–RSUs since inception.
Associate Stock Option Plan — RSUs (ADS) (ASOP – RSUs (ADS))
During the year ended March 31, 2007, Satyam Computer Services has established a scheme “Associate Stock Option Plan–RSUs
(ADS)” to be administered by the Administrator of the ASOP– RSUs (ADS), a committee appointed by the Board of Directors of the
Company. Under the scheme 13 million equity shares minus the number of shares issued from time to time under the Associate
Stock Option Plan— RSUs are reserved to be issued to eligible associates at a price to be determined by the Administrator not less
than the face value of the share. These RSUs vest over a period of 1–4 years from the date of the grant. Upon vesting, associates
have 5 years in which to exercise these options. As at March 31, 2008, options (net of lapsed) for 257,437 ADS representing
514,870 shares have been granted under the ASOP–RSUs (ADS) since inception.
Stock based compensation plan of a subsidiary of Satyam
In April 2004, Satyam BPO established its Employee Stock Option Plan (the “ESOP”). As per the ESOP, the options were granted
at fair value as on the date of the grant and hence no compensation cost has been recognized. These options vest starting with
33.33% at the end of the second year, 33.33% at the end of the third year and remaining 33.34% at the end of the fourth year from
the date of grant.
Changes in number of equity shares representing stock options outstanding for each of the plans were as follows:
Associate Stock Option Plan
Year ended March 31,
2008 2007
Weighted Weighted
average average
Equity exercise price Equity exercise price
shares (US$ per share) shares (US$ per share)
As at the beginning of the year 146,200 1.69 106,600 1.42
Granted - - 130,000 1.67
Exercised (94,200) 1.69 (90,400) 1.39
Forfeited - - - -
Lapsed - - - -
As at the end of the year 52,000 2.04 146,200 1.69
Exercisable at the end of the year - - - -
155
156
The options under the above plans were exercised on a regular basis throughout the year. The weighted average price of one
equity share of Satyam Computer Services on NSE on exercise dates was Rs.413.43 (equivalent US$10.3) and Rs.432.66
(equivalent US$9.6) during the year ended March 31, 2008 and 2007 respectively. The weighted average ADS (representing two
equity shares) price of Satyam Computer Services on NYSE on exercise dates was US$24.73 and US$21.1 during the year ended
March 31, 2008 and 2007 respectively.
Stock based compensation plan of Satyam BPO
Year ended March 31,
2008 2007
Weighted Weighted
average average
Equity exercise price Equity exercise price
shares (US$ per share) shares (US$ per share)
As at the beginning of the year 998,702 1.86 1,215,506 1.80
Granted - - 324,000 1.77
Exercised (358,952) 2.02 - -
Forfeited - - (540,804) 1.77
Lapsed - - - -
As at the end of the year 639,750 2.00 998,702 1.86
Exercisable at the end of the year - - - -
An Employee Stock Option Exercises and Share Transfer Agreement was entered into between Satyam Computer Services, Satyam
BPO and certain employees of Satyam BPO holding vested options of Satyam BPO. Issue of shares by Satyam BPO consequent to
the exercise of options by the employees, has resulted in a dilution of ownership interest of Satyam Computer Services in Satyam
BPO. The shares issued to the employees are at amounts per share higher than Satyam Computer Services’ average cost per share.
The resulting gain on dilution of US$0.5, net of taxes during the year ended March 31, 2008 has been recorded in retained
earnings. Satyam Computer Services has acquired these shares at a fair value of US$7.2 per share aggregating to US$2.6. The
consideration paid was adjusted against retained earnings.
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Information in relation to Satyam Computer Services about number of equity shares representing stock options outstanding as at
March 31, 2008:
Outstanding Exercisable
Weighted Average Weighted
Range of average remaining Equity shares average Equity shares
Exercise Price exercise price contractual arising out of exercise price arising out of
(per equity share) (per share) life options (per share) options
Rs.2.00– $0.05 Rs.2.24 6.39 years 3,403,632 Rs.2.24 754,399
Rs.4.00 $0.10 $0.06 $0.06
Rs.70.57– $1.79 Rs.161.16 3.95 years 11,448,337 Rs.238.86 7,724,584
Rs.172.68 $4.38 $4.03 $5.97
Rs.172.69– $4.38 Rs.222.00 3.81 Years 5,486,628 Rs.327.23 3,722,312
Rs.430.68 $10.93 $5.55 $8.18
Rs.430.69- $10.93 Rs.512.21 3.95 Years 1,570,398 Rs.695.33 1,163,598
Rs. 716.06 $18.17 $12.87 $17.37
The numbers in US$ in the above tables have been translated using the closing exchange rate as at March 31, 2008
1US$= Rs 40.02
There are no grants with the exercise price in the range of Rs.4.01– Rs.77.32 (US$0.10 – US$1.92).
Stock–based compensation
Pursuant to the election of exemption under IFRS 1 relating to share–based payment transactions, Satyam has applied IFRS 2 to
options granted after November 07, 2002 but remaining unvested as at April 01, 2006. All vested options and options granted on
or before November 07, 2002 but remaining unvested as at April 01, 2006, have not been accounted as per IFRS 2 but have been
included for disclosure purposes in the above tables. Share-based payment reserve of US$0.1 as at April 01, 2006 under Indian
GAAP has been reversed to retained earnings. Plan–wise details of options outstanding as at April 01, 2006 are as follows:
ASOP ASOP B ASOP (ADS) Total
Vested options - 5,124,404 932,882 6,057,286
Unvested options
– granted on or before November 07, 2002 - 233,450 40,312 273,762
– granted after November 07, 2002 53,300 17,444,840 1,018,148 18,516,288
53,300 22,802,694 1,991,342 24,847,336
Employee compensation expense accounted under IFRS does not include the 6,057,286 vested options and 273,762 unvested
options.
Satyam issues new shares to satisfy share option exercise. Cash received from option exercises aggregated to US$10.3 and
US$64.4 for the year ended March 31, 2008 and 2007 respectively.
The weighted average fair value of options granted during the year determined using the Black-Scholes valuation model was
US$11.7 per option (March 31, 2007: US$10.7 per option). The following table gives the weighted–average assumptions used to
determine fair value:
Year ended March 31,
2008 2007
158
Expected volatility: The fair values of stock–based payments were valued using a volatility factor based on the historical stock
prices of Satyam Computer Services.
Expected dividend: The Black–Scholes option–pricing model calls for a single expected dividend yield as an input.
Estimated pre–vesting forfeitures: When estimating forfeitures, Satyam Computer Services considers voluntary termination
behaviour. Estimated forfeiture rates are trued–up to actual forfeiture results as the stock–based awards vest.
15. Preference shares issued by Satyam BPO
Satyam BPO issued 45,669,999 and 45,340,000 0.05% convertible redeemable cumulative preference shares of par value Rs.10
(US$0.23) per share in October 2003 and June 2004 respectively to Olympus BPO Holdings Limited and Intel Capital Corporation
(“the investors”) at an issue price of Rs.10 (US$0.23) per share, in exchange for an aggregate consideration of US$20.
As per the agreement, these preference shares were mandatorily convertible into equity shares of Satyam BPO no later than June
2006, if Satyam BPO achieved certain targets for revenues and profits earned up to March 31, 2006. If these targeted revenues and
profits were not achieved by Satyam BPO along with other triggering events, the investors had an option to either redeem these
preference shares or convert them. Although certain triggering events for early redemption as per the agreement occurred during
the period January 2004 to December 2004, the investors waived the right of early redemption. Further Satyam BPO did not
achieve the targeted revenues and profit up to March 2006. If not converted, early converted or early redeemed, these convertible
preference shares were redeemable on maturity in June 2007 at a redemption premium, which could range between 7.5% and
13.5% per annum. Satyam had guaranteed the payment of all sums payable by Satyam BPO to the investors on redemption of the
said preference shares.
The Investors were entitled to receive cumulative dividends at the rate of 0.05% per cent per annum, on the face value of Rs.10
(US$0.23) from the date of issuance of such preference shares. The preference shares were classified under Indian GAAP as equity
in accordance with the local regulation. The carrying amount of these preference shares as at the date of transition was US$20.
However, under IFRS, these preference shares have been classified as financial liability. The early redemption feature and the
conversion feature represent embedded derivatives that qualify for separation from the host instrument under IAS 39. Satyam
elected to use the optional exemption provided by IFRS 1 and designated the preference shares at fair value through profit or loss
as at the date of transition to IFRSs. The fair value as at the said date was US$33.9. The difference of US$13.9 between the carrying
value and the fair value, was adjusted to retained earnings. Further, the amount Satyam would be contractually required to pay
if it were to be fully redeemed at maturity would have been US$25.2.
On November 20, 2006, a Share Purchase, Redemption and Amendment Agreement (“SPRA Agreement”) was entered into
between Satyam, the investors and Satyam BPO. Out of the total preference shares, fifty percent of the preference shares would be
redeemed for US$13.6 at the target date on May 21, 2007 and the remaining fifty percent would get converted into equity shares
of Satyam BPO based on the terms of the existing subscription agreement. Accordingly, Satyam BPO received a notice of
conversion of fifty percent of preference shares into equity shares, from the investors, on December 01, 2006. The preference
shares were fair valued at US$37.1 as at December 01, 2006 with the difference of US$3.2 between the fair value and the carrying
value recognised, in profit or loss. There has been no change in the fair value of the preference shares that is attributable to
changes in the credit risk, determined as the amount of change in its fair value that is not attributable to changes in market
conditions that give rise to market risk. Satyam accounted for a gain of US$4.9 on December 01, 2006, being the difference
between fifty percent of the fair value of the preference shares and the agreed redemption price in the income statement.
In January 2007, 45,505,000 preference shares were converted into 6,422,267 equity shares of Satyam BPO. The amount
recognised as minority interest is equal to fifty percent of the fair value of the preference shares as at December 01, 2006.
Consequently, there was a dilution of stake of Satyam in Satyam BPO and a dilution gain, net of taxes, of US$14.4 was recognised
in equity by way of a transfer between minority interest and retained earnings.
Further as per the SPRA Agreement, Satyam Computer Services agreed to purchase and the investors agreed to sell the said equity
shares at an aggregate purchase price based on a formula. If the share purchase closing occurs on or before the share purchase
target date (May 21, 2007) then the purchase price would range from a minimum of US$35.0 to maximum of US$45.0 and if an
acceleration event occurs, the purchase price would equal US$45.0. If the share purchase closing occurs after the share purchase
target date then the purchase price shall not be less than US$35.0 and if an acceleration event occurs, the purchase price shall not
be less than US$45.0. This was subject to fulfilment of terms and conditions specified in the agreement. As at March 31, 2007 an
acceleration event occurred. The forward contract was not accounted as at March 31, 2007, since per regulatory requirements the
transaction can take place only at fair value and regulatory approvals that were substantial to the proposed acquisition were not
obtained on the said date.
During the year ended March 31, 2008, Satyam Computer Services obtained the necessary approvals and a forward liability was
recorded at US$46.5 with a corresponding adjustment to retained earnings. The additional consideration was on account of delay
in transaction closing beyond the target date. The consideration paid to the investors was adjusted against the forward liability.
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16. Borrowings
As at March 31,
2008 2007
Current portion
Vehicle loans 2.4 1.6
Bank overdraft 22.4 0.7
Export packing credit 4.3 9.8
Interest accrued but not due 0.2 0.1
29.3 12.2
Non–current portion
Vehicle loans 3.7 1.6
Working capital loan 10.7 10.0
External commercial borrowings 10.4 10.6
24.8 22.2
Total borrowings 54.1 34.4
Export packing credit and bank overdraft of Satyam BPO are secured by a charge on trade receivables. Working capital loan and
external commercial borrowings of Satyam BPO are secured by a charge on movable and immovable assets of Satyam BPO.
Satyam Computer Services has given a corporate guarantee to the bank on the above borrowings.
Aggregate maturities of the borrowings are as follows:
As at March 31,
2008 2007
On demand or within one year 29.3 12.2
In one to three years 24.6 17.8
In three to five years 0.2 4.4
54.1 34.4
The carrying amounts of the group’s borrowings are denominated in the following currencies:
As at March 31,
2008 2007
US dollar 10.4 10.6
Indian rupees 43.7 23.8
54.1 34.4
The amounts recognised towards gratuity in the balance sheet are determined as follows:
As at March 31,
2008 2007
Present value of unfunded obligation 17.80 11.0
Amounts in the Balance sheet
– Liabilities 17.80 11.0
– Assets - -
17.80 11.0
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The movement in the defined benefit obligation of gratuity over the period is as follows:
Year ended March 31,
2008 2007
Opening defined benefit obligation 11.0 7.9
Current service cost 3.3 2.0
Interest cost 0.9 0.5
Actuarial losses/ (gains) 3.0 1.4
Benefits paid (1.3) (1.2)
Effect of exchange rate changes 0.9 0.4
Closing defined benefit obligation 17.8 11.0
The amounts recognised in the income statement in respect of gratuity are as follows:
Year ended March 31,
2008 2007
Current service cost 3.3 2.0
Interest cost 0.9 0.5
Actuarial loss 3.0 1.4
7.2 3.9
Of the total charge related to gratuity, US$5.8 (March 31, 2007: US$3.1) and US$1.4 (March 31, 2007: US$0.8) were included in
cost of revenue’ and ‘selling, general and administrative expenses’ respectively.
The principal actuarial assumptions used were as follows:
Year ended March 31,
2008 2007
Discount rate 7.5% 8.0%
Long term rate of compensation increase 7.0% 7.0%
Mortality rates at various age-groups
18 years 0.000919 0.000919
23 years 0.001090 0.001090
28 years 0.001166 0.001166
33 years 0.001246 0.001246
38 years 0.001721 0.001721
43 years 0.002602 0.002602
48 years 0.004243 0.004243
53 years 0.007116 0.007116
58 years 0.011025 0.011025
As at March 31,
2008 2007
Trade payables 27.5 13.0
Accruals 83.0 45.2
Other payables 8.9 6.8
119.4 65.0
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The tax on Satyam’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate
applicable to profits of the consolidated entities as follows:
Year ended March 31,
2008 2007
Net income before taxes 474.3 329.4
Enacted tax rates in India 33.99% 33.66%
Computed tax expense 161.2 110.9
Tax effect due to non–taxable export income (119.9) (98.4)
Difference arising from different tax rates in other tax jurisdictions 6.4 12.0
Share–based compensation (non–deductible) 0.9 4.0
Losses of subsidiaries 1.4 1.7
Effect of tax rate change 0.1 -
Others 2.4 0.7
Income taxes recognized in the statement of income 52.5 30.9
The current provision for income taxes, net of payments, was US$30.0 and US$14.3 as at March 31, 2008 and 2007 respectively.
The foreign taxes are due to income taxes payable in overseas tax jurisdictions by offsite and onsite centres, principally in the
United States. Satyam benefits from tax incentive provided to software entities as an exemption from payment of Indian corporate
income taxes for a period of ten consecutive years of operations of software development facilities designated as “Software
Technology Parks” (“STP units”). The benefit of this tax incentive has historically resulted in an effective tax rate for Satyam which
is below statutory tax rates. In the case of the various registered STP units of Satyam Computer Services, these exemptions expire
starting from fiscal 2006 through fiscal 2009. The subsidiaries in the Satyam group are subject to income taxes of the countries
in which they operate.
24. Earnings per share
Basic earnings per share is computed on the basis of the weighted average number of shares outstanding. Allocated but unvested
or unexercised shares held by SC-Trust not included in the calculation of weighted–average shares outstanding for basic earnings
per share were 52,000 and 146,200 as at March 31, 2008 and 2007 respectively. Diluted earnings per share is computed on the
basis of the weighted average number of shares outstanding plus the effect of outstanding stock options using the “treasury
stock” method. In addition to the above, the unallocated shares held by SC–Trust, which are by definition unvested, have been
excluded from all earnings per share calculations. Such shares aggregated to 2,149,680 and 2,149,680 as at March 31, 2008 and
2007 respectively.
The components of basic and diluted earnings per share were as follows:
Year ended March 31,
2008 2007
Earnings attributable to ordinary shareholders 421.8 298.5
Equity Shares (in million)
Average outstanding shares 666.4 652.5
Dilutive effect of Associate Stock Options 13.0 13.5
Share and share equivalents 679.4 666.0
Earnings per share
Basic 0.63 0.46
Diluted 0.62 0.45
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b) Capital commitments
Contractual commitments for capital expenditure pending execution were US$101.0 and US$38.2 as at March 31, 2008 and
2007 respectively. Contractual commitments for capital expenditures are relating to acquisition of premises and equipment.
c) Funding and Warrant commitments – Satyam BPO
Satyam Computer Services has guaranteed payment of all sums payable by Satyam BPO to the Investors on redemption of
the 0.05% cumulative convertible redeemable preference shares. Satyam Computer Services, Satyam BPO and the Investors
had also entered into a warrant agreement whereby Satyam BPO agreed to issue to the Investors, one warrant in consideration
of and based upon every US$0.1 referral revenues received by Satyam BPO or its subsidiaries. As at March 31, 2007, there
were no referral revenues and hence no warrants have been issued.
d) Bank guarantees
Bank guarantees outstanding are US$26.0 and US$23.1 as at March 31, 2008 and 2007 respectively. Bank guarantees are
generally provided to government agencies, excise and customs authorities for the purposes of maintaining a bonded
warehouse. These guarantees may be revoked by the governmental agencies if they suffer any losses or damage through the
breach of any of the covenants contained in the agreements.
e) Claims against venturers – Venture Global Engineering LLC, USA
Satyam Computer Services entered into a joint venture agreement with Venture Global Engineering LLC (“VGE”) to form
Satyam Venture Engineering Services Pvt. Ltd (“SVES”) in India. As a result of VGE’s breach of the agreement between the
parties, Satyam Computer Services filed a request for arbitration, naming VGE as respondent, with the London Court of
International Arbitration (“LCIA”), seeking, among other things, to purchase VGE’s 50% interest in SVES at the agreed upon
book value price of the shares. The LCIA Arbitrator issued an Award on April 3, 2006 in favour of Satyam Computer
Services which it successfully enforced in the United States District Court in Michigan. During the enforcement proceedings
in the US, VGE filed a petition challenging the Award before the District Court, Secunderabad and made an appeal to the High
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Court of Andhra Pradesh, both of which were rejected. Subsequently, in a special leave petition filed by VGE, the Supreme
Court of India set aside the orders of the District Court and the High Court and granted an interim stay of the share transfer
portion of the Award. The matter has been remanded back to the District Court, Secunderabad for trial on merits. Satyam
believes that this will not have an adverse effect on results of operations, financial condition and cash flows.
27. Related party transactions
a) Transactions involving services
Year ended March 31,
2008 2007
Infrastructure and other services provided by Satyam to
Satyam Venture 0.3 0.5
CA Satyam 0.1 -
0.4 0.5
Infrastructure and other services received by Satyam from
Satyam Venture 6.7 8.6
CA Satyam 2.7 0.2
9.4 8.8
Advances to the key management personnel are interest free advances. No provision has been required for such loans.
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Total equity under Indian GAAP includes equity share capital, preference share capital and reserves and surplus.
a) The liability in respect of the obligation under the defined benefit plans operated by Satyam has been measured using the
projected unit credit method. Satyam has opted to recognize all actuarial gains and losses in the income statement as and
when they arise.
b) Preference shares issued by Satyam BPO – Refer Note 15
c) Consolidation of SC–Trust
Amount
Treasury shares (1.2)
Retained earnings 0.7
Total impact – decrease in equity (0.5)
Special purpose entities not required to be considered for consolidation under Indian GAAP have been consolidated under
IFRS. Shares of Satyam Computer Services held by SC–Trust are hence recognised as Treasury shares.
d) Recognition of estimated contribution to EBT of Citisoft – Refer Note 8.1.1
e) Dividends proposed after the balance sheet date but before the financial statements are finalised were treated as an
adjusting post–balance sheet event under Indian GAAP and accrued in the financial statements. Such dividends are treated
as a non–adjusting balance sheet event under IFRS and are not accrued.
f) Reversal of minority interest – Refer Note 8.1.1
g) Deferred tax has been recalculated in accordance with IAS 12 (Revised), Income taxes.
28.2. Reconciliation of equity as at March 31, 2007
Note Amount
Total equity under Indian GAAP 1,289.6
– Designation of preference shares issued by Satyam BPO as financial liability at FVTPL
at transition date and subsequent re-measurement. a (13.6)
– Adjustments on consolidation of SC–Trust b (0.6)
– Recognition of estimated contribution to EBT of Citisoft c (3.1)
– Reversal of proposed ordinary dividends payable d 45.1
– Cumulative translation difference e 45.3
– Deferred tax adjustments f (3.6)
– Cumulative impact of other non–material items (2.1)
Total equity under IFRS 1,357.0
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Total equity under Indian GAAP includes equity share capital, preference share capital and reserves and surplus.
a) Preference shares issued by Satyam BPO – Refer Note 15
b) Consolidation of SC–Trust
Amount
Treasury shares (1.2)
Retained earnings 0.6
Total impact – decrease in equity (0.6)
Special purpose entities not required to be considered for consolidation under Indian GAAP have been consolidated under
IFRS. Shares of Satyam Computer Services held by SC–Trust are hence recognised as Treasury shares.
c) Recognition of estimated contribution to EBT of Citisoft – Refer Note 8.1.1
d) Dividends proposed after the balance sheet date but before the financial statements are finalised were treated as an
adjusting post–balance sheet event under Indian GAAP and accrued in the financial statements. Such dividends are treated
as a non–adjusting balance sheet event under IFRS and are not accrued.
e) Cumulative translation difference is arising on translation of amounts from functional currency to presentation currency.
f) Deferred tax has been recalculated in accordance with IAS 12 (Revised), Income taxes.
28.3. Reconciliation of equity as at March 31, 2008
Note Amount
Total equity under Indian GAAP 1,660.2
– Acquisition of minority interest of subsidiary a (46.5)
– Acquisition of shares from employees of a subsidiary b (2.6)
– Adjustments on consolidation of SC–Trust c (0.6)
– Recognition of estimated contribution to EBT of Citisoft d (2.0)
– Reversal of proposed ordinary dividends payable e 49.4
– Cumulative translation difference f 149.4
– Deferred tax adjustments g (3.0)
– Cumulative impact of other non–material items (4.5)
Total equity under IFRS 1,799.8
Total equity under Indian GAAP includes equity share capital, preference share capital and reserves and surplus.
a) Preference shares issued by Satyam BPO – Refer Note 15
b) Acquisition of shares from employees of Satyam BPO – Refer Note 14
c) Consolidation of SC–Trust
Amount
Treasury shares (1.2)
Retained earnings 0.6
Total impact – decrease in equity (0.6)
Special purpose entities not required to be considered for consolidation under Indian GAAP have been consolidated under
IFRS. Shares of Satyam Computer Services held by SC–Trust are hence recognised as Treasury shares.
d) Recognition of estimated contribution to EBT of Citisoft – Refer Note 8.1.1
e) Dividends proposed after the balance sheet date but before the financial statements are finalised were treated as an
adjusting post–balance sheet event under Indian GAAP and accrued in the financial statements. Such dividends are treated
as a non–adjusting balance sheet event under IFRS and are not accrued.
f) Cumulative translation difference is arising on translation of amounts from functional currency to presentation currency.
g) Deferred tax has been recalculated in accordance with IAS 12 (Revised), Income taxes.
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28.4. Reconciliation of net income for the year ended March 31, 2007
Note Amount
Net income under Indian GAAP 311.9
– Adjustment for fair value of options issued under employee share–based payment
schemes in accordance with IFRS 2 a (12.0)
– Changes in the fair value of preference shares of a subsidiary accounted as
financial liability at FVTPL b 2.1
– Recognition of estimated contribution to EBT of Citisoft c (1.7)
– Deferred tax adjustments d (0.1)
– Cumulative impact of other non-material items (1.7)
Net income under IFRS 298.5
a) Pursuant to the election of exemption available under IFRS 1, Satyam has applied IFRS 2 from April 01, 2006 in respect of
stock options granted after November 07, 2002 and remaining unvested as at April 01, 2006. Consequently, employee
compensation expense for the year ended March 31, 2007 has been recomputed based on fair value ascertained in
accordance with IFRS 2. Refer Note 14.
b) Changes in the fair value of preference shares issued by Satyam BPO, gain on account of agreed redemption price and
related foreign exchange fluctuation, not recognised under Indian GAAP, are recognised under IFRS – Refer Note 15
c) Recognition of estimated contribution to EBT of Citisoft – Refer Note 8.1.1
d) Deferred tax has been recalculated in accordance with IAS 12 (revised), Income taxes.
28.5. Reconciliation of net income for the year ended March 31, 2008
Note Amount
Net income under Indian GAAP 421.3
– Adjustment for fair value of options issued under employee share–based
payment schemes in accordance with IFRS 2 a (2.6)
– Differential redemption price on preference shares of Satyam BPO b 0.5
– Exit consideration of Citisoft and KDPL c 0.6
– Amortization of intangibles d (0.1)
– Deferred tax adjustments e 0.7
– Cumulative impact of other non-material items 1.4
Net income under IFRS 421.8
a) Pursuant to the election of exemption available under IFRS 1, Satyam has applied IFRS 2 from April 01, 2006 in respect of
stock options granted after November 07, 2002 and remaining unvested as at April 01, 2006. Consequently, employee
compensation expense for the year ended March 31, 2008 has been recomputed based on fair value ascertained in
accordance with IFRS 2. Refer Note 14.
b) Differential redemption price and the related foreign exchange fluctuation, directly recognised in equity under Indian GAAP,
is recognised in the income statement under IFRS – Refer Note 15
c) Exit consideration paid to Citisoft and KDPL, accounted as goodwill under Indian GAAP, is recognised in the income
statement under IFRS – Refer Note 8.1.1 and 8.1.2
d) Intangible assets on acquisition of Nitor, not required to be accounted under Indian GAAP are recognised in IFRS – Refer
Note 8.1.3
e) Deferred tax has been recalculated in accordance with IAS 12 (revised), Income taxes.
28.6. Reconciliation of cash flows for the year ended March 31, 2008 and 2007
There are no material differences between the cash flow statement presented under IFRSs and the cash flow statement presented
under Indian GAAP.
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169
FORM OF PROXY
I/We….......................................................................................................................of…….............................................................
being member(s) of the above-named Company, hereby appoint the following as my/our proxy to attend and vote on a poll for me/
us and on my/our behalf at the 21st Annual General Meeting of the Company, to be held on August 26, 2008 at 11.00 a.m. and at any
adjournment thereof :
Signature
1. Mr./Ms............................................................................................, or failing/him/her .................................................................
2. Mr./Ms............................................................................................, or failing/him/her .................................................................
3. Mr./Ms............................................................................................, .................................................................
* I/We direct my/our proxy to vote on the resolutions in the manner as indicated below:
ATTENDANCE SLIP
I hereby record my presence at the 21 st Annual General Meeting of the Company at Sri Sathya Sai Nigamagamam (Kalyana
Mandapam), 8-3-987/2, Srinagar Colony, Hyderabad-500 073 on Tuesday, August 26, 2008 at 11.00 a.m.
…………………………………………………………...…… …………………………………………………………...……
Full Name of the Member (in block letters) Signature
Folio No: …………………………………………................ No. of Shares held…………………………................……..
Route Map
172
d) Account number
(as appearing on the cheque book/passbook)
e) Account type
(S.B.account/current account or cash credit)
I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or not effected at all for
reasons of incomplete or incorrect information, I will not hold Satyam Computer Services Limited responsible. I agree to discharge
the responsibility expected of me as a participant under the scheme.
Date:
Place: Signature of the first/sole member
Notes:
1. Please attach a blank cancelled cheque or photocopy of a cheque. Alternatively, these particulars may be attested by the bank
manager.
2. In case of more than one folio/demat account, please complete the details separately for each such folio/demat account.
3. The information provided would be utilised only for the purpose of effecting the dividend payments meant for you. You also have
the right to withdraw from this mode of payment by providing the Company with an advance notice of one month.
4. Members of the Company holding the shares in dematerialized form are requested to inform to their respective depository
participant with regard to the following:
i. Changes in particulars of bank mandate/address/PAN
ii. Correction in name.
These changes as updated by the respective depository participants are automatically registered with the NSDL/CDSL, from whom
the Company obtains data of its members.
5. Please send the duly filled in mandate form to:
i. The Depository Participant who is maintaining your demat account in case you hold shares in dematerialized form.
ii. The Company, at 1-8-303/36, I Floor, Mayfair Centre, S P Road, Secunderabad-500 003. A.P. India, in case you are holding
shares in physical mode.
173