Aricent Annual Report PDF

Ariicent Technologies (Holdings) Limited 4th Annual Report 2009-10
Mr. Amal Ganguli Director Mr. David Freedman Di rector Mr. Ajay Gupta Whole Time Director Mr. C.P. Murali Whole Time Director Mr. Sanjeev Kumar Handa Whole Time Director Mr. Eugene Minyalio Director
Mr. Amal Ganguli Chairman Mr. Ajay Gupta Member Mr. David Freedman Member
Aricent Technologies (Holdings) Limited Contents
Annual Report 2009-2010
Directors' Report
2-8
Auditors' Report & Financial Statements as per Indian'GAAP
9-34
Section 212 Report
35
Auditors' Report & Consolidated Financial Statements as per Indian GAAP
36-55
Information pertaining to Subsidiaries
56
Annual General Meeting (AGM) Notice
57-59
Directors' Report
To the Members, Your Directors take pleasure in presenting the 4th Annual Report and the audited accounts of the Company for the financial year ended March 31,2010. Financial Results , The financial highlights for the year under review, compared with the previous Financial Year, are given below: (Rs. in Million) Particulars Year ended March, | Year ended March . , . 31,20101 . ' 31,2009 , ,. , 12,845 Total Income ' , '. , .1 12,982, Operating Profit ^3,000 3,087 (PBIDT&I) : i ' 25 Less: Interest ' . "" 8 Less: Depreciation , 397 453 _' 2,344 Less: Impairment Loss . 234 Operating Profit 2,626 before tax ; Add: Other Income : 32 145 266 Profit before Tax 2,771- . Less: Provision for. 388 51 " income Tax -' _ Less: Provision for 46 A Fringe Benefit Tax 16 : . 19 Less: Prior Period '. :, Adjustment . i , 153 Profit after Tax " 2,364 - 1,620 ' Transfer to Capital 2,154 Redemption : Reserve : Your Company offers its customers a fundamentally unique combination of attributes. These include an exclusive focus on the communications industry, leading innovation capabilities, and a broad set of products, technology and services available via a scalable global delivery model. Quality During the year, your company continued to strengthen its Quality Management Systems and now meets the requirements of the new ISO 9001:2008 and Release 5 of TL9000 standards. This, in turn, helps us deliver better value to our customers. Your company continued to strengthen the Global Delivery Model by leveraging on the common Quality Management System and Best practices implemented across multiple centers. All these initiatives have helped your Company to exceed the stringent Customer Satisfaction Index targets. Redemption of Preference Share Capital During the year under review, your Company redeemed 145,500,000 and 69,900,000 redeemable optionally convertible non-cumulative 0.001 % preference shares ("Preference Shares") of Rs.10/- each at par on July 17, 2009 and November 17, 2009 respectively. As a result, paid up preference share capital of the Company decreased from Rs. 12,059.03 million to Rs 9,905.03 million. However, post redemption 215,400,000 Preference Shares of face value of Rs. 107- each of the Company were extinguished. The paid up Preference Share capital comprises 990,503,799 Preference Shares of Rs. 10/- each as on March 31,2010 as compared to 1205,903,799 Preference Shares of Rs. 10/- each as on March 31, 2009. Your Company redeemed 115,700,000 Preference Shares of Rs 10/- each at par on April 30, 2010 and post redemption 115, 700, 000 Preference Shares of face value of Rs 10/- each of the Company were extinguished. Reduction of Capital Your Company has reduced its capital in accordance with the provisions of Section 100 to 103 of the Companies Act, 1956 to write down goodwill that arose during restructuring in the past on amalgamation of the subsidiaries. The above scheme of reduction of capital was approved by you in an extra ordinary general meeting held on October 13, 2009 and approved by the Honourable High Court of Delhi, New Delhi during the year. The order of the Honourable High Court has been registered by Registrar of Companies on January 21,2010. Accordingly, the Capital Redemption Reserve Account and Securities Premium Account of the Company have been reduced by Rs. 3,587,630,000 and Rs. 8,889,333,558 respectively and the total amount of Rs. 12,476,9'63,558 has been utilized for writing down Goodwill. Directors Region , Americas Europe , Year ended March 31,2010
' ' 19%
49%
Operations Review
Total income increased to Rs.12,982 million from Rs.12,845 million in the previous year. The operating profit of the Company for the year ended March 31, 2010 was Rs.3,087 million as compared to Rs.3,000 million in the previous year. The profit aftertax for the year ended March 31, 2010 was Rs.2,364 million as compared to Rs. 153 million in the previous year. Revenue Mix Particulars Services Products , ' . '
I
. :
ear ended March 31,2010 . .. 98% 2%
Year ended March 31,2009

90% 10%
Revenue Mix: Regionwise Year ended March 31,2009

;
27% 43%
:
In terms of the provisions of the Companies Act, 1956 and Article 175 of the Articles of Association of the Company, Mr. Ajay Gupta and Mr. Sanjeev Kumar Handa, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Mr. David Freedman was appointed as Additional Director on the Board of the Company with effect from July 21, 2010 and holds office until the date of forthcoming Annual General Meeting but is eligible for re-election at such meeting. The Board pursuant to Section 260 of the Companies Act, 1956, approved at its Board Meeting on July 21, 2010 the appointment of Mr. C.P. Murali, as an Additional Director w.e.f. July 21, 2010. At the said Board Meeting of July 21, 2010. Mr. C.P. Murali was also appointed as a Whole Time Director, with effect from July 21,
Resrofthe-'Worfd Domestic Dividend
''29%'
3%
27% '3%
Your Directors do not recommend any dividend for the year ended March 3.1, 2010. '.. Business Review Your Company is a global innovation, technology and services company focused exclusively on communications.
Aricent Technologies (Holdings) Limited Directors' Report

2010, subject to the consent of the members of the Company in forthcoming Annual General Meeting, for period of 5 years with effect from July 21, 2010 Subsequently, the Company has received notices under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. David Freedman and Mr. C.P. Murali for the office of Director. The Audit Committee was reconstituted on July 21, 2010 with appointment of Mr. David Freedman as Additional Director and consequently the Audit Committee presently constitutes of Mr. Amal Canguli, Mr. Ajay Gupta and Mr. David Freedam. ' Particulars required as per Section 212 of the Companies Act,
1956
are set out in the Annexure and form an integral part of this report. The Department of Company Affairs, has amended the Companies (Particulars of Employees) Rules, 1975, to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being Directors or their relatives, drawing more than rupees twenty four lakh per year or rupees two lakh per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does'not contain the particulars of employees who are posted and working outside India. Additional Information-Balance Sheet Abstract And Company's General Business Profile Information pursuant to the Department of Company Affairs notification dated May 15,1995 relating to the Balance Sheet Abstract and Company's general business profile is provided in the Annual Report for.your information. Directors' Responsibility Statement In compliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed, and that no material departures have been made from the same. (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) they have prepared the annual accounts on a going concern basis. Transfer of Unpaid and Unclaimed amounts to IEPF Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends and application money due for refund which remained unpaid or unclaimed for a period of 7 years and was related to erstwhile Flextronics Software Systems Limited have been transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Central Government pursuant to section 205C of the said Act. Acknowledgement Your directors would like to thank and express their sincere appreciation to all the customers, vendors, bankers, Central Government, State Government and shareholders fortheircontinued faith & support in the Company's growth. Your directors place on record their appreciation of the contribution made by the employees at all levels, who through their competence, hard work, dedication and teamwork have enabled the Company to accelerate its growth. Your directors thank the Government of India and various government agencies for their support during the period under review, and look forward to their continued support in the future. For and on behalf of the Board of Directors
Sd/Sd/-
As per Section 212 of the Companies Act, 1956, your Company is required to attach to its annual accounts, the balance sheet, profit and loss account, directors' report, auditors' report etc. of its subsidiaries. The Company had applied to the Government of India for an exemption from such attachment as the Company presents the audited consolidated financial statements in the annual report. The Company believes that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition and is accepted globally. The Government of India, Ministry of Company Affairs vide its letter no. 477524/2010-CL-III dated June 10, 2010, granted exemption from complying with the requirements of Section 212. Accordingly, the annual report does not contain the financial statements of these subsidijides. The Company will make available the audited annual accounts and related information of the subsidiary companies, where applicable, upon request by any investor of the Company. These documents will also be available for inspection during business hours at the Company's registered office. Subsidiaries As on March 31, 2010, your Company had the following four subsidiaries: (i) Aricent Japan Ltd., Japan (ii) Aricent UK Ltd., UK (iii) Aricent Communications US Inc., USA (iv) Aricent Technologies (Beijing) Ltd., China On June 16,2009, Tenet Software Ltd., UK a wholly owned subsidiary of the Company was dissolved. Further, Aricent Communications US Inc., USA, a wholly owned subsidiary of the Company, is presently not carrying out business operations. Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, the auditors of your Company who retire in the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment. Fixed Deposits Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as at the Balance Sheet date. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo The particulars as prescribed under subsection (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are set out in the Annexure and form an integral part of the report. Particulars of Employees As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, ' 1975, as amended, the names and other particulars of employees
Curgaon July 21, 2010
Sanjeev Kumar Handa Whole Time Director
Amal Ganguli Director
Annexure to the Directors' Report

Information pursuant to the companies (Disclosure of particulars in the report of,board of directors) rules, 1988 forming part of the report of the directors A. CONSERVATION OF ENERGY The Company makes evaluation on a continuous basis to explore new technologies and techniques to make the infrastructure more energy efficient. However, the operations of the Company are not energy intensive. B. TECHNOLOGY ABSORPTION. Research & Development (R&D) 1. Specific areas in which R&D is carried out by the Company: Your Company is committed to the research and development required to keep pace with changing technology. The result: new services and products that give' your Company's clients a competitive edge in the fast-moving communications business. Your Company continues to invest in R&D efforts in the following areas in the Telecom domain4. Expenditure on R&D The details of the expenditure incurred on product development and prototyping are as under: (Rs. in Million)
I Particulars
Year ended
March 31,
Year ended
March 31,
2010
R&D'expenditure -. .,' . '493 . ;-3,8% . . R&D"Expenditure as a percentage of total turnover :
2009
496 3.9%
Technology absorption, adaptation and innovation. 1. Efforts, in brief, made towards technology absorption, adaptation and innovation. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution, etc. Continuous investment in R&D and an active participation in standards bodies help the Company to develop cuttingedge technologies and maintain its leadership position in the communication software services and products space. Deep domain knowledge has helped the Company bothexpand business and move up the value chain. The Company has a uniquely talented team of designers, consultants and engineers who are responsible for technology and domain knowledge acquisition and tracking of standards. Their focus is to select application domains and relevant core technologies that are in line with the overall interests of the Company. In the case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), the following information may be furnished: a) Technology imported b) Year of import c) d) Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action. Not Applicable
"
, LTE
, Upcoming Mobile OSs like Android, MeeGO etc Mobile Devices middleware and applications WIMAX Solution Converged Access Broadband networks, Wireless Technologies Mobile Value Added Services Design 2.
Clients now outsource entire efforts or portions of the product lifecycle to your Company. The Company offers the following services i Technical Consulting Product development Testing Sustenanca Cost Reduction engineering C.
Capitalizing on the skills, in-depth knowledge and domain expertise of software professionals, your Company's solutions aim to explore technologies of relevance today so tliat its clients are able to add value to their businesses. 2. Benefits derived as a result of the R&D activities: Your Company's strength has been its single-minded focus on the communications domain and continuous investment in R&D helps provide differentiators in the Company's offerings. .It's an ongoing initiative for the Company to maintain its competitive position in the area of developing products in the Telecom domain, and have established your Company as a reputed supplier of protocol stacks, components and subsystems in the Packet .Technologies, Mobile Handsets and Wireless domains. In addition, this has helped the Company build strong domain knowledge. .' 3. Future plan of action Your Company's technology focus would be in the Convergence market with products and services Consumer Electronics, Smart Homes, Wire-line, Cable/Satellite & Broadband Networks.
FOREIGN EXCHANGE EARNINGS AND OUTGO a) Activities relating to Exports; initiatives taken to increase exports; development of new export markets for products and services and export plans. During the year ended March 31, 2010, your Company earned export revenue of Rs. 12,578 million, representing approx. 97% of the total sales of the Company. Your Company has subsidiaries in US, UK, Japan & China and has Branch Offices in USA, Canada, UK, Germany, France, Finland, Dubai, South Korea and Australia to effectively develop the market. In order to develop new export markets for services and products, your Company has regularly participated in major international exhibitions and seminars. b) Total foreign exchange earned and used (Rs. in Million) | Year ended March 31, 201 0| 12,578 ;3,'538 Year ended March 31, 2009 -12,451 ; 3,635
'
Foreign Exchange Earnings Foreign Exchange Outgo
For and on behalf of the Board of Directors
Sd/Gurgaon July 21,2010 Sanjeev Kumar Handa Whole Time Director
Sd/-
Amal Ganguli Director
Aricent Technologies (Holdings) Limited Annexure to the Directors' Report
Statement under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 (forming Part of
Directors' Report for the year ended March 31, 2010).

Name ' Designation / Nature * Duties Remuneration Qualification Received (Rs.) Experience ' Date of Age Particulars of last employment (Yrs.) Commencment (Yrs.) of employment
25,
A.V. Ravi Shankar*
Assistant Vice President - legal Assistant Vice President - Engin eering' Director - Technology Director - Engineering Director - Engineering
1,860,096 B.A.U.. B..-
15-Ian-08 01-Apr~07
52 Assistant Vrce President - tegal.Wipro Ltd.
Abhijit Shankar Chakrabarty AbMnianyu Das ' , A jay Garg*1 Ajay Goel
' 2,684,902 B. Tech.
24
46 Flextronics Software Systems limited
2,734,329 B Sc, (Hons.)M. Se,

1
'
23
19.
OI-Apr-07 01-Sep-08 01~Apr-07
46 Flextronics Software Systems Limited 43 43
680,009 B.1PCOBM
'
Syntel International Director *~ Engineering,f-lextronics Software Systems* Limited; Sr Vice President, Hextronics Software Systems Limited
2,883,735 B..,M.Tech.,PGOBM
24
Ajay Gupta
Senior Vice President
8,555,877 Graduate, B.E. {Electronics & Electrical Communication) Punjab Engineering CoHege Chandigarh 1,866,396 B. Tech.Posi Graduate Diploma 2,556,902 B.E M.B.A.
24
01-May~97.
45
Afeel Prafulkumar Velankar* Alok Wadehra
Director - Business, Development Director - Engineering . Director - HR Vice PresidentEngineering Assistant Vice President -IT' Vice President ~ Mgmi Services Assistant Viice President - Engineering Senior ManagerBusiness Development
' 10
01-Apr-07
, 36 Director - Business Development,Flextronics Software Systems Limited

40
18 '
01-Apr-07 01-Apr-07 OI~Apr~07 .
Director - Engineering,Flextronics Software System? Limited Flextronics Software. Systems Limited
Amalraj Yetukuri Anil Kumar Gupta
3,307,271 B.SC.MA 4,245,277 B. Sc.,M. Phil(M..Sc. 2,904,386 B..,Diploma,M.S.
16 26
42
49 Vice Presideni - Engmeering,FIextronics Software Systems Limited 42 Assistant Vice President - IT,Flextronics Software Systems Limited 46 Vice President - Mgmt Services,Fiextronics Software Systems Limited
47
Anii K'umar Veer
'20
01-Apr-07
Anita B Gupta
5,783,390 B.t. (Hons.)
,, 24
01-Apr-07
An'namalai Venkafachalam Anuj Math
2,938,169 B. Sc.B. Tech. .
22
OI-Apr-07
Flextronics Software Systems Limited
2,792,615 B. Tech.'.M.Tedl ,M.B.A.
15
05-/ul-Q7
37'
Senior Manager - Business Development.Flextronics Software Systems Limited Director - Business Development,Flextromc;> Software Systems Limited Cable & Wireless
Anup Khandelwal Anuparn Wahi
Director - Business Development .. Director- Business Development Assistant Vice President - HR Director - Product Support Assistant Vic? - President- Legal , Assistant Vice President - BO Assistant Vice President - Product Mgmt Assistant Vice President - Engineering Director - finance Assistant Vice President ,- BD Assistant Vice President - Engineering ^ '
2,502,267 B. Sc.,M.C.A.,M.B.A.
.
20 11 -
01-Apr-07
44
3,153,545 B.E.
' '
t,5-Sep-08
35
Anupama Babbar
- 3,604,887 B. Arch.Masters '
'
'
15 ;
Ol-Apr-07
40
Assistant Vrce President - HR,Fiextronics Software Systems Limited Director - Product Suppoit,Flextronics Software Systems Limited ôkra Siemens Networks -
Arnab Das Arpita Mukherjee* -
3,131,705 B.E.
. 19 , 22 ' '
.
01-Apr-O7,
, 43
7,24,699 B.A., LIB 3,454,265 B.E. (Hons.)M.BA
08-FetMO
46
Arputham Ganesan
'21
01 -Apr-07
44
êxtremes Software Systems Limited
Arti Khanna
3,371,513 B.E,
., . '
21
20
01-Apr-07
43
Assistant Vice President - Product Mgmt.Flextromcs Software Systems Limited rttel Technologies &Trillium
Ashish Kumar Gupta Ashish Mohan: Ashok' Kumar
3,794,069 B. SC.M.C.A.
09-jun-08
43
2,979,848 B. Com.,CA, 3,838,795 B.E. .

.'
'56
01-Oct-07
40 KPMC '
SO
'
27
27
! , 01-Apr-Q7
01~Apr-07
Assistant Vice President - BD,flextronics Software Systems Limited Assistant Vice president :ngmeering,Flextronics Software Systems Jmited
Ashwani La!
3,694,961 B;Sc,M.C.A.
45
Atu! Khanduri
Assistant Vice President - Technology
2,989,244 B.Tech.
21 .
' 01-ApM>7
45' Assistant Vice President Technology,Hextromcs Software Systems jmited

Name Designation / Nature of Duties
1
Remuneration Qualification Received <Rs.)
I. Experience . Date of i Age Particulars of last employment , (Yrs.) Commencment (Yrs.) ' of employment
21,
1 I 1 I
Aviiit Ghosh
Assistant Viet: President - Technology
3,074,349 B.-TeCh. (Hons.)M.Tech
. Ol-Apr-07
43
Assistant Vice President Technology ,F!extronirs Software Systems Limited . -
Bhuvnesh Sharma
Director - BusinWb development _ Senior Engineering ' ' ^rojgCf Manager Senior Vice President
3,122,470
B.E.M.B.'A.
01~Apr~07
' 46 Flextronics Software Systems Limited
C K Umakanfh*
203,650 B. Sc.M SC(CS)
19
!5-Feb~10
44
Moi-otata India Pvt Ltd
C P Murali
8,771,&38 M C.A
24
Ol-Jul-94
47
Sr Vice President, Flestronjcs Software . Systems Limited Director - ngineenng,Elextronics Software Systems Limited ^lextronics Software Systems Limited Director- Finance.Bhalti Airtei limited Director - Purchase, Flextronics Software Systems limited Director - Engineering,Flextronics Sottwate Systems Limited Assistant Vice President Technology,Ftextronies Software Systems Limited Vice President,Fiextronics Software Systems Limited Flextronics Software System? Limited
Chancier Shekhar Prakash*
Director - Engineering
;
552,086 B. Tech.M.S.
20
Ol-Apr-07
45
Charles Padmakumar G Director ~ IT banian Mafhofra ;

1
2,619,568 Diploma ' 3,439,139 BiA. (HonsJM.B A. 326,547 B.E.,M.B.A ,M. Sc.
19 15 16
01-Ap'r-07 2S-OC1-07 Ol-Apr-07
' 43
39 39
Director - f inance Director - Purchase
DKarmender Verm a *
Dilip Kumar Stnglv
'
2,700,815 6.E.
19
Ot-Apr-07
42
Dinesh Singh
' ;
Assistant Vice President - Technology "
3,189,22! B. Tech.
22
'
' Ol-Apr-07
44
Gajendw Singh < Chowhan , Ganesh Sivaraman*
Vice President
4,792,734 B. Sc
18
Ol-Apr-07.
41
Senior Technical leader [ Director -'RM
285,928 M.S.
11
Ol-Apr-07
33
CeetuShukla
3,139,198 B.E.
'
17
' Ol-Apr-07
' 39
Director - RM,Rpxtronics Software Systems Limited Flextronics Software Systems Limited Vice President - Enginoering,Fle\tronics Software Systems Limited Assistant Vice President Engineenng,Fiextronics Software Systems Limited !ntetliNet Technoiog
George Varghese Gulsban Kumar

;
Director-1- Engineering Vice President Engineering , , Assistant yice Piesident - Engineering
2,518,042 B. Tech. 4,399,135 B.Com..(Hons.lvM.C.A.
20 22
O'lrApr-07' 01-Apr-07
41 46
Gur Prasad Nayyar
3,345,782 B. Tech.M.E
29
Ol-Apr-07'
53
Gururaj Copinafh
Senior Manager ~ Busi ness'1 Develop rnent Assistant Vice President -T* Vice President Engineering Technical Leadpr Assistant Vfce President- BD Chief Systems Engineer
2,502,709 B.E.
13
03-Oct-08
36
Indrajit Sen ,
4,112,769 BADiploma
30
Ot~A'pr-07
S3
Assistant Vice President - TA,Fle,xtronics Software Systems Limited . Flextronics Software System? Limited
| Subramanian
4,729,806 B.E.
29
Ol-Apr-07
47
Jayad Bhutani* ', Kumar Abnimanyu
211,600 B. Com. (HonsJM.CA. 3,G94,Sai B.ScMCA
7
12
Ol-Apr-07 01-Apr-Q7
31 36
Flextronics Software Systems Limited Flextronics Software Systems Limited
Kushanava Laha
2,411,240 B.E.M.Tech.
15 -
01-Apr-07
38
Chief Systems Engineer,Flextromcs Software Systems Limited Flextronics Software Systems Limited Director- Engineermg.Flexttonics Software Systems limited Tech Mahindta ltd Flextronics Software Systems Limited
M C f arameswaran . Mamta Bansat '
Director - Engineering Director - Engineering
2,616,144 B.E M.E 2,851,906 B.E.
19
25,
01-Api-07 Ol-Apr-07
43 47
Marian Panchal Manish lain ' ,
Director.- Fngmeerjng Director Business Development Duector Engineering
2, 796, 405 B.E.1
22 17
21-FeLi-OS Ol-Apr-07
44 39
2j610,635 B. Tech.
Manish Rsmcbandra Rase . ; Manoj KumarVaish
2,815,668 B E.M.Tech.
17
01-A|>r-Q7
41
Director - Engineenng,Flextronics Software Systems Limited Assistant Vfce President Admin,F!extronics Software Systems Limited Director - Engmeerm&Fiextronics Software. Systems Limited
Assistant Vice President - Admin Director Engineering
2,681,190 B. Sc.B.E.
20
01-A|>r-07
44
Minni Mehta ;
2,498,752 BE.
27
Ol-Apr-07 .
49
Aricent Technologies (Holdings) Ljmited[ Annexure to the Directors' Report
Janpe L-*
Designation / Nature of Duties
Remuneration Qualification Received (Rs.)
"
Director - HR
:
2,538,784 B. Tech.Post Graduate Diploma 3,873,283 B. Sc.M. Sc.
Experience i Date of (Yrs.) Gommencment rtf employment
Age Particulars of last employment (Yrs.)
Mohan B *
20
Ql-Apr-07
4 2 - Director - HR.FIextronics Software Systems limited
N Mohan Rangan
Assistant Vice President - Engineering
20
01-Apr-07 '
43
Assistant Vice President Engtneering,Ftextronics Software Systems limited Assistant Vice President - Finance,Flextronics Software Systems Limited Director - Engineering,Flextronics Software Systems Limited Assistant Vice President.Siemens Information Systems Ltd Vice President,- Admin, Flextronics Software Systems Limited Flextronics Software Systems Limited Assistant Vice President - BD,F!extronics Software Systems Limited Assistant Vice President Engineering,Flextronics Software Systems limited Chief Systems Engineer,Flextromcs Software Systems Limited Director - F.ngineering,Flextronics Software Systems Limited Vice President, Siemens Information Systems Ltd. ; '' Nokia India
Natarajan M *
Assistant Vice President - Finance Director - Engineering
2,876,316
B. SC.C.A.
' .' '
'17
Ol-Apr-07
43
Neeraj Arora
2,409,728 M.C.A.
19
Ol-Apr-07
'44
Neerai Vyas
Assistant Vice President
4,192,318 B.E.M.tech.
.,
'9:
03-Mar-08
41
Nitish M Baliga
Vice President Admin Senior Manager - legal Assistant Vice President - BD Assistant Vice President - Engineering
4,277,428 B.E.XHons.)
25'
01-Apr-07
47
Pankaj Gupta Payai Koul Mirakhur
2,538,164 B.A.C.S. 3,405,652 B.E,
13'
01-ApM)7 01-Apr-07
38 37
15
Pratyush Dasgupta
3,774,866 B. Sc. (Hons.)M.-Sc. (Tech.)
22 "
Ol-Apr-07
48
R Ezhirpavai .
Chief Systems Engineer
2,461,905 B. Sc.M.CA. -
14
Ol-Apr-07
40
Rahul Agafwal
2,572,312 B. Sc.Post Graduate Diploma,8.E. 4,076.216 BE, MBA
20
Ol-Apr-07
44
Raj Bajaj
Vice President~Sales
19
03-ApM)8
44
Rajagopalan Venkatachalam* Rajesb Kumar Sundararajan Rakesh Vlj
1,091,015 B.E., M.A.,M,S
17
06-NOV-09
43
Assistant Vice President - Product Mgmt Assistant Vice President - BO Director - Engineering
3,527>78 B.E-M.Tech. '
18
01-Apr-07
42
3.495,302 B.E. '
' 17"
01-Apr-07
42
Assistant Vice President - BD,FJextronics Sottware-Systerns Limited Ronanki Info Tech Pvt ltd Chief Systems Engineer,Flextronics Software Systems Limited NXP Semiconductors India Pvt Ltd
Ramana Murthy
2)702,257 B.E. .2,421,624 B.E.M.Tech, .
22 . ' . 18-lan-08
45 38
Rammohan Kandlakunta Chief Systems Engineer
' 14
01-Apr-07
Ranfani Rajanikanth* .
Senior Engineering Project Manager Assistant Vice President - L & E Configuration Manager Director - HR Director - Engineering Technica) Leader Vice President '
603,949 B.E.
11
21-lan-lO
38
Ravi Venkat Kodukuia*
,1,504,196 B.A.,Diploma, PGDBM
19
30-jul-O? ,
42
Assistant Vice President - L & E.Fiextronics Software Systems Limited Flextronics Software Systems Limited Flextronics Software Systems Limited Wipro Technologies Flextronics Software Systems Limited Vice Presideni,Flextronics Software Systems Limited. -iextronics Software Systems Limited
:
Ravikumar Ravi* Renu Bidalia Rohit Madhok Sagaya Cyril* Saja! Gupta
26031 1 B. Tech. 2,760,330 B.A. 2,812,538 B.E. 353,326 B.E. 4,370,786 B.E.
12
.20
Ol-Apr-07 Ol-Apr-07 27-Nov-OS Ol-Apr-07 OI-Apr-07
34 42 38 35 45
14 11
24
Sandeep Cruigh Sandhya Ravikumar
Senior Manager - Legal Assistant Vice President ~ Engineering Assistant Vice President ~ Engineering
2,433,313 C.A.C.S. ' 3,219,943 B.E.
12
'. ' Ol-Apr-07
37 44
,'
'
'
22
01-Apr-07'
lextronics Software Systems Limited
Sandip Ranjhan
3,393,724 B.E.M.Tech.
'
19
,. Ol-Apr-07.
'44
Assistant Vice President Engineering,Ffex!ronics Software Systems Limited Vice President - Finance.Keane India Ltd
Sanjeev Kumar Handa
Vice President ~ -inance Director - Business Development
6,303,492 B. Tech. PGDBM
21
14-Aug~08
44
Sanjoy Kumar Sen*
2,188,872
B.E. (Hons.),Ph. D.,M.B.A.
'16 .
02-)ul-09
42
Satyarn Computer Services

Name Designation / Nature of Duties Remuneration Qualification Received (Rs.) Experience Date of (Yrs.) Commencment of employment * Age Particulars of last employment 1 (Vrs.)
Sanket S Nesargt* "
Senior Maftager Marketing .' Engtneerlng Project Manager Assistant Vice President -Quality- Assistant Via? President ~ Techno] ogy -
2,275,517 M.B,A.',Ph. D.,M.S.
11
18-May-09 01~Mar~10 01-Apr-07 01~Apr-07
35
KPMG
Saravanan Jayaprakash*
204,394 B.C.A.M.C.A,
. '"':
10
37
Samsung India
Sathyavageeswaran R
3,162,196 M. Sc.
ffech.)
19
40
Assistant Vice President- Quality,Ftextronics Software Systems Limited Assistant Vice President Technology,F!extrort!C5 Software Systems Limited
Saurabh Garg
3,292,710 B.f;,M.Tecti.,M.8.A.
19
41
Shankar A Sheela R Tl
Director - Finance Technical trader Testing ! . Director ~ Product Support Director -Business Development Director-Finance
3,743,125 B.A. ,M,Com,I.C.WA.,ACS) 5*9,255 B.E.M.E ";
23 13
01-Apr-07 01-ApM)7 26-Oec-OS 01-Apr-07 , 01-Apr-07 ' 01-Apr-07 21-Jun-07
46 39
Flextronics Software Systems Limited Flextronic^ Software Systems limited
Shyam Hiraou*
2,222,553 B.E.,PGDBM,B. Tech.
' ,'
14 - 14
14
40
Tech Mahirtdra
Sridhar Raju
2,827,780 B.E.
36
FlextfGftics Software Systems Limited
Subhash Caggar Sutiha N Sudbansu Sekbar Samaf
2,7)4,359 B. Com. MBA 2,772,349 B.E, . 3,365,613 B Tech.
. '
44 46 42
Fl$xtrofcs Software Systems Limited Flextronics Software Systems Limited Director - Channel Sales Produtts/Plexfromcs Software Systems Limited Assistant Vice Prestdent/Ffextronics Software Systems limited Flextronics Software Systems Umitpd
i Director - Engineering ,
Director - Channel Sates -.Products
' 24
'< .
, "9.
SudhirTangri '
Assistant Vice President
3,438;533 B.E.
1 7 '
01-Apr~G7 01-Apr-07
39
Sumit Dhar
.,
Senior Director - Sales Assistant Vice President - HR Assistant Manager - Bustn Director - Business Development Director Engineering Assislant Vice President - Engineering Director - Engineering Senior Manager ~Busmess Assistant Vice President - BO Assistant Vice President - Engineering
4,848,468
B.E.
'
; .'
"
14
19'
35
Sundara Rajan A j *
1',8S4,769 BA.
02-)ul-07 , . 44 Infosys Technologies OKMay-08. 05-|an-G9 14-Feb-08 Ol-Apr-07 OI-Apr-07 2t-)M

28
Connective systems India Pvt Ltd
Swaroop Kanri Sera* >
212,193 B. Tech.PGDBM
''.
Vatdyanathan Anantharaman Vijay Anand Viksit Kijhawan
. 2,533,387 B.E.Masters
'
36
Wipro Technologies
'
2,639,700 A.M.LEDiploma 3,143,152 B.E.,MTech.,M.B.A. ,;
19 20
38 44
Sasken Communication Tech. Ltd Flextronics Software Systems Limited
Vipin Goel Vjrendef Arora*
3,372,063 B. Sc. (Hons.)M.C,A.
, '17
9
41 37
Flextronics Software Systems Limited ASC Software Solution
458,7?:' B. Tech.,M.Tech.,M.B.A . I 3,518,505 B. Sc. (Hons.)M.E ;
Vivek Pachaury
. 17 ' 29
; <Jt.-Apr-07 - 42 Assistant Vice President - 8D,Ftextronics

Software Systems Limited
Zafar Md Ahmad . ,
3,527,428 B.S..
,01-Apr-07
55
*Employed for a part of the financial year Notes: 1. The Cross remuneration shown above comprise salary, allowances, incentives & monetary value of perquisites as per Income Tax Rules, and Company's contribution to Provident Fund. 2. 34. 5. 6. The above does not include provision for gratuity and provision tor leave encashment AH appointment are contractual and other terms and conditions are as per the Company rules None of the employees are related to any director of the Company except Ms Anita B. Gupta is related to Mr. Ajay Gupta, Whole Time Director of the Company None of the employee;, hold by herself/himself or alongwttb her/his spouse and dependent children, 2% or more of the equtry shares of the company None of the above other than Mr. Ajay Gupta, Mr. C.P. Murali and Mr. Sanjeev Kumar Handa are Directors on the Board of the Company.
For and on behalf of the Board of Directors
SdlGurgaon July 21, 2010 Sanjeev Kumar Handa Whole Time Director Amal Ganguli Director
Aricent Technologies (Holdings) Limited Auditors' Report

TO THE MEMBERS OF ARICENT TECHNOLOGIES (HOLDINGS) LIMITED
1.
We have audited the attached Balance Sheet of ARICENT TECHNOLOGIES (HOLDINGS) LIMITED ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto, in which are incorporated the Returns from the Germany Branch audited by other auditors. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (i) (ii) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Germany Branch audited by other auditors;
2.
3. 4.
(iii) the reports on the accounts of the Germany Branch audited by other auditors have been forwarded to us and have been dealt with by us in preparing this report; (iv) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account and the audited Branch Returns; (v) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash-Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;
(vi) incur opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting' principles generally accepted in India: (a) (b) (c) 5. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
On the basis of the written representations received from the Directors as on March 31, 2010 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in lerms of Section 274(1) (g) of the Companies Act, 1956.
For Deloitte Haskins & Sells Chartered Accountants (Registration No: 015125N) Sd/(Vijay Agarwal) Partner (Membership No. 094468)
Place: New Delhi Date: July 21, 2010
ARICENT Annextire to the Auditors' Report {Referredfto in paragraph 3 of our report of even date)
1.
(i) In respect of its fixed assets: (a) (b) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. ' -As explained to us, the Company has a programme of physically .verifying most of its fixed assets over a period of three years and in accordance therewith, physical verification of fixed assets of the Company was carried out during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such verification were not material. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.
(c) (ii)
The Company is a service company providing software services and does not hold any inventories. Accordingly clauses (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the Order) are not applicable to the Company. (a) According to the information and explanations given to us, the Company has, during the year, not granted any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount due during the year and the year-end balance of such loan is Rs. 15,102,791. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of'the loan granted are, prima-facie, not prejudicial to the interest of the Company. According to the information and explanations given to us, the party, to whom the loan has been granted by the Company, as referred to in paragraph 4(iii)(a) above, has not been regular in payment of the interest as stipulated in the agreement. The loan is repayable on-demand and during the year the same has not been recalled by the Company.
(iii)
(b) (c)
(d) According to the'information and explanations given to us, the Company has taken reasonable steps to recover overdue interest amounting to Rs. 1,496,981 in respect of the loan granted as referred to in paragraph 4(iii)(a) above. (e) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii)(e) to 4(iii)(g) of the Order are not applicable. (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services and its related products. During the course of our audit, we have not observed any major weakness in such internal control system. According to the information and explanations given to us, we are of the opinion that during the year, there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintained under that section. Accordingly, paragraphs 4(v) (a) and (b) of the Order are not applicable. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year, paragraph 4(vi) of the Order is not applicable. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.
(v)
(vi) (vii)
(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, for the business activities of the Company. (ix) According to the information and explanations given to us in respect of statutory dues: (a) The Company has been regular in depositing undisputed dues, including income tax, sales tax, service tax, professional tax, wealth tax, investor education and protection fund, custom duty, cess and other material statutory dues applicable to it with the appropriate authorities and generally been regular in depositing undisputed dues in case of income tax deducted at source (TDS), works contract tax, employees state insurance with the appropriate authorities. There were no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues in arrears as at March 31, 2010 for a period of more than six months from the date they became payable. ;'
(b)
Aricent Technologies (Holdings) Limited
Annexure to the Auditors' Report

(c) There are no dues of excise duty, wealth tax, service tax and cess which have not been deposited as on March 31, 2010 on account of disputes. The details of disputed dues of income tax, sales tax and customs duty that have not been deposited as on March 31, 2010 is as follows: Period to which Amount the amount involved (Rs.)* relates Income Tax Act, 1961 Income tax Commissioner of Income Tax . 2001-02 4,072,446 . 2003-04 Commissioner of.Income Tax 94,363,715 (Appeals) , . 2004-05 . . 2006-07 : income. Tax Appellate Tribunal 391,410,925 2004-05 Joint Commissioner of Sales Tax Act . . Sales tax 2004-05 24,461,654 Commercial Taxes (Appeals) 2005-06 2006-07 Customs Act, 1962 . Custom duty Central, Excise & Service Tax 2006-07 ' 7,814;735 Appellate Tribunal, Bangalore Central, Excise & Service Tax ' ' ' ' 314,080 2008-09 Appellate Tribunal, New Delhi * amount as per demand orders including interest and penalty wherever quantified in the Order Statute Nature of Dues Forum where Dispute is j pending Amount paid under protest (Rs.)
_
25,062,886
12,466,000
4,414,735 .50,000
The following matters, which have been excluded from the table above, have been decided in favour of the Company but the department has preferred appeals at higher levels. The details are given below:
Nature of Dues Forum where Dispute is , pending l Period to which the amount relates Amount involved (Rs.) Amount paid under protest (Rs.)
Income Tax Ad, 1961 Income tax
High Court '
1997-98 2003-04
283,622,039
x)
(xi)
(xii)
The Company does not have accumulated losses at the end of the financial year ended March 31, 2010 and has not incurred cash losses during the financial year ended March 31, 2010 and in the immediately preceding financial year ended March 31, 2009. In our opinion and according to the information and explanations given to us, the Company, during the year, has not defaulted in the repayment of dues to banks. In our opinion and according to the explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.
(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund/society as specified under paragraph 4(xiii) of the Order. (xiv) (xv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. According to the information and explanations given to us, the Company has not given any guarantees during the year for loans taken by others from banks or financial institutions.
(xvi) The Company has not obtained any term loans during the year. (xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment. (xviii)'The Company has not made any preferential allotment of shares during the year. (xix) The Company has not issued any debentures during the year. (xx) The Company has not raised any money by way of public issue during the year. (xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants (Registration No. 015125N)

Sd/-
Place : New Delhi Date:-July 21, 2010
(Vijay Agarwal)
Partner (Membership No. 094468)
ARICENT
Balance Sheet as at march 31, 2010

Schedule
As at 31;03.2010
Rs.
As at 31.03.2009
Rs.
I.
SOURCES OF FUNDS;, 1. Shareholders' Funds
(a) Share Capital ;'

(b) Reserves and Surplus 2. Loan Funds ' (a) Secured Loan ;! TOTAL II. APPLICATION OF FUNDS 1. Fixed Assets (a) Cross Block ; "
A B C
11,216,999,030 5,722,660,397 16,939,659,427'
13,370,999,030 15,836,000,970 29,207,000,000 305,880,000 16,939,659,427 29,512,880,000
16,601,01,0,409 .3,413, 19;},016 T3,187,81;7,393 :
28,656,455,535 2,986,821,265 25,669,634,270 ' 213,600,134 ' 253,658;955 ' 68,774,112 3,036,728 25,741,445,110 147,912,134 266,453,126 '
(b) Less: Depreciation
(c) Net Block

(d) Capital Work 'in Progress (e) Capital Advance
51,788;406
- 15,8^3,213 , '13,255,409,012
E F G
4,204,011,237
2. Investments
i.
- I
3. Deferred Tax Assets 4. Current Assets, Loans and Advances (a) Sundry Debtors (b) Cash and Ban'k Balances (c) Other Current Assets (d) Loans and Advances
3,773,568,536 554,391,285 448,908,773 1,106,514,570 5,883,383,164
217,887,704 ' ' 263,9,40,195 1,578,997,010 6,264,836,146
Less: Current Liabilities and Provisions (a) Current Liabilities (b) Provisions
;
2,541,7.18,131 .'
2,093,618,583 432,694,951 2,526,313,534 3,216,991,326 3,357,069,630 29,512,880,000 16,939,659,427
506,1.26,689 3,047,844,820 .'
Net Current Asserts TOTAL Notes on Accounts
As per our report of even date For DELOITTE HASKINSi & SELLS For and on behalf of the Board of Directors
Chartered Accountants ',

Sd/(Vijay Agarwal)
Partner
'>
Scf/Sanjeev Kumar Handa Whole Time Director
Sd/~ Amal Ganguli

Director
Place : New Delhi Date : July 21, 2010
Sd/A. Shankar Company Secretary
Profit and Loss Account for the year ended March 31, 2010
Schedule Year Ended 31.03.2010
Rs.
Year Ended 31.03.2009

Rs.
INCOME Sales Other Income I J 12,836,442,769 145,141,887 12,981,584,656 EXPENDITURE Employees Remuneration and Benefits Other Expenses Financial Expenses Depreciation Impairment Loss K L M D D .,
r
12,813,010,377 31,736,501 >( 12,844,746,878
6,916,432,317 2,817,882,607 , 23,399,91 V 453,132,557 -;-' '-
6,413,083,027 3,378,559,660 46,029,633 396,587,512 2,344,485,225 12,578,745,057 266,001,821 113,218,728 152,783,093 5,781,084,319 (1,619,830,000) 4,314,037,412
10,210,847,392 PROFIT BEFORE TAXATION Provision for Taxation PROFIT AFTER TAXATION Balance brought forward from the previous year Less: Transfer to Capital Redemption Reserve Balance Carried to Balance Sheet Earnings Per Share [Refer note 9 of Schedule O] Basic (Rs.) Diluted (Rs.) Notes on Accounts 18.02 18.02 N 2,770,737,264 407,114,279 2,363,622,985 4,314,037,412 (2,154,000,000)! 4,523,660,397
1.16 1.16
As per our report' of even date For DELOITTE HASKINS & SELLS Chartered Accountants Sd/(Vijay Agarwal) Partner For and on behalf of the Board of Directors
SdlSanjeev Kumar Handa Whole Time Director Sd/A. Shankar Company Secretary
Sd/Amal Ganguli Director
ARICENT'
Schedules forming part of the Balance Sheet

Rs.
Schedule A SHARE CAPITAL Authorised < 140,000,000 (Previous year 140,000,000) Equity shares of Rs.10 each 1,500,000,000 (Previous year 1,500,000,000) Redeemable Optionally Convertible Non-Cumulative 0.001% (Previous for 0.001%) Preference shares of Rs.10 each Issued, Subscribed and Paid up 131,196,104 (Previous year 131,196,104) Equity shares of Rs. 10 each 990,503,799 (Previous year 1,205,903,799) Redeemable Optionally Convertible Non-Cumulative 0.001% (Previous year 0.001%) Preference shares* of Rs 10 each (215,400,000 shares redeemed during the year at par) As at 31.03.2010 Rs.
Rs.
As at 31.03.2009 Rs.
1,400,000,000 15,000,000,000
1,400,000,000 15,000,000,000
16,400,000,000 1,311,961,040 9,905,037,990
16,400,000,000 1,311,961,040 12,059,037,990
13,370,999,030 11,216,999,030 Notes 1 Of the above Equity Shares 25,766,626 shares of Rs.10 each were allotted as fully paid up pursuant to the scheme of amalgamation without payment being received in cash. *The Preference Shares are convertible into equity shares at the option of the Company or holder of the Preference shares, after the expiry of one month from the date of allotment but before the expiry of 20 years at the price to be determined as per the applicable provisions relating to the pricing. In the event the option for conversion of the Preference shares is not exercised as mentioned above, such Preference shares shall be redeemable at par at the option of the Company upto to the end of 20 years or such period as prescribed under Section 80 of the Companies Act, 1956, from the date of their allotment. As at 31.03.2010 As at 31.03.2009
Rs.
Schedule B RESERVES AND SURPLUS 1. Securities Premium ! As per last Balance Sheet Less: Adjustment on reduction of Capital [Refer note 5 of Schedule O] 2. Capital Redemption Reserve As per last Balance Sheet Add: Transferred from Profit and Loss Account Less: Adjustment on'reduction of Capital [Refer note 5 of Schedule O] 3. Profit & Loss Account As per last Balance Sheet Add: Profit for the year Less: Transfer to Capital Redemption 'Reserve
Rs.
Rs.
Rs.
9,389,333,558 (8,889,333,558)
500,000,000
9,389,333,558 -
9,389,333,558
2,132,630,000 2,154,000,000 4,286,630,000 (3,587,630,000) 699,000,000
512,800,000 1,619,830,000 2,132,630,000 2,132,630,000
4,314,037,412 2,363,622,985 (2,154,000,000)
4,523,660,397 5,722,660,397
5,781,084,319 152,783,093 (1,619,830,000)
4,314,037,412 15,836,000,970
Schedule C LOAN FUNDS Secured Loan ! From Banks Packing Credit Foreign Currency Loan
3 0 5 , 8 8 0 , 0 0 0
3 0 5 , 8 8 0 , 0 0 0 Notes : 1. The assets of the Company including immovable properties and assets, tangible and intangible movable properties have been pledged /hypothicated to IL&FS Trust Company Limited, the INR collateral agent for the rupee lenders, to secure the revolving credit facility of US $ 30 million (Previous year US $ 30 million) availed of by the Company and the revolving credit loans/term loans or other facilities upto US $30 million (Previous year US $ 30 million) to be availed of by the Company for funding the working capital, capital expenditure requirements and general corporate expenses. 2. Amount due within one year Rs. Nil (Previous year Rs. 305,880,000).

Schedule D FIXED ASSETS
o
CD fD O
O.
o CQ <D"
(A
o.
Q.
wmmmmmm^mmm IHBB^KM ^MMBM mmmmmmmm 1HMMHH BMOMMi

Goodwill* Land Freehold Factory Building Leasehold Improvement Plant and Machinery Software Furniture and Fixtures Office Equipments Vehicles TOTAL PREVIOUS YEAR Refer Note 5 of Schedule O 24,41 1,225,345 359,082,054 167,038,684 455,343,183 2,'41 9,491, 163 477,675,511 132,681,455 178,168,123 "55,750,017 U,476,%3,558 11,934,261,787
iMHHMHHH
^ Hmmmm^mm ^ ^ 11,934,261,787 24,411,225,345

-
(Q V>
.
209,982 24,632,045 285,097,933 108,769,575 3,367,278 21,41'i,788 6,460,577
' -
;
' -
359,082,054 167,248,666
'
.
63,149,926 281,011,262 . 5,579,399 41,717,913 '-
359,082,054 98,519,341 157,246,052 ; 395,263,684 145,390,268 22,981,871 58,445,420 16,626,916
359,082,054 103,888,758 174,331,921 379,444,400 127,633,987 28,348,218 62,042,849 23,636,738
(0
a.
68,729,325 314,780,863
' 7,948,313 4',592,302
472,026,915 2,699,996,794 586,445,086 128,565,184
7,948,312
2,040,046,763 ' '268,512,386 350,041,524 ., 104;333,237 116,125,274 .32,113,279 2,986,821,265 2,613,367,463 91,013,294 ;.-' 8,723,347 24,943,528 12,642,690 453,132,557 396,587,512
' 3,826,039 2,304,733,110
. , . _ ' . 2,344,485,225
7,473,271 1,779,561 -5,733,623
441,034,818 105,583,313 139,289,241 39,022,346
7,483,549 1,845,250 6,561,332 12,505J394,304 ' 29,207,026
. 197,734,661 55,649,262 16,601,010,409 28,656',455,535
28,656,453,535 . 449,949,178 30,615,497,890 414,649,896
26,760,806 3,413,193,016 13,187,817,393 23,133,710 2,986,821,265 25,669,634,270
o o 3. to
30
to o
to
ARICENT'
Schedules forming part of; the Balance Sheet

Rs.
Schedule E INVESTMENTS Trade (Unquoted shares) at cost Long Term Investments in Subsidiary Companies Aricent Technologies (Beijing) Limited Contribution to Registered Capital US $ 2,100,000 . (Previous year US $ 700,000) Tenet Software Limited, UK* Nil (Previous year 1,000) Ordinary shares of GBP 1 each fully paid up Less: Provision for Diminution in value of Investments Aricent Japan Limited 800 (Previous year 800) Shares of JPY 50,000 each fully paid Aricent Communications US Inc 5,000,000 (Previous year 5,000,000) Common 'Stock aggregating US $ 2,000,000 fully paid up Aricent UK Limited ' 150,000 ( Previous year 150,000) ordinary shares of GBP 1 each fully paid up * Refer Note 6 of Schedule O Schedule F DEFERRED TAX ASSETS As per last Balance Sheet Add/ (Less) : Adjustment for the year Schedule G CURRENT ASSETS, LOANS & ADVANCES A. CURRENT ASSETS
;
As at 31.03.2010 Rs.
Rs.
As at 31.03.2009 Rs.
95,191,230 69,940
29,503,250
69,940
15,476,000
15,476,000
91,923,103
91,923,103
11,009,781 213,600,134
11,009,781 147,912,134
266,433,126 (12,794,171) 253,658,935 253,658,955
234,251,245 32201,881 266,453,126 266,453,126
1.
Sundry Debtors (Unsecured ) Debts outstanding for a period exceeding six months ' Considered Good Considered Doubtful Otliers Considered Good Considered Doubtful Less: Provision for Doubtful Debts 389,617,644 80,177,568 469,795,212.' 3,814,393,593 ,3,236,913 4,287,425,718 83,414,481 288,373,658 102,924,565 391,298,223 3,485,194,878 67,038,212 3,943,531,313 169,962,777
4,204,011,237
3,773,568,536
Note : : Amount due from subsidiary companies Rs. 76,597,050 ( Previous year Rs. 99,506,002). Maximum Balance held during the year Aricent Technologies (Beijing) Limited Aricent Japan Limited Aricent Communication US Inc. Aricent UK Limited 43,923,123 79^937,696 5,680,994 1,331,394 . . . - . ' . 38,363,741 88,077,132 87,827,864 20,029,100

Rs.
Schedule G CURRENT ASSETS, LOANS & ADVANCES A. 2. CURRENT ASSETS Cash and Bank Balances Cash in hand Balance with Scheduled Banks In Current Accounts !n EEFC Accounts In Unpaid Dividend Accounts In Share Application Refund Account
As at 31.03.2010 : Rs.
' Rs.
As at 31.03.2009 Rs.
198,066 45,404,649 92,539,632 959,729

14
139,102,090
170,776
207,006,997 261,056,627 1,263,047

14
469,497,461
Balance with Non Scheduled Banks In Current Accounts Citibank N.A., London, UK Dresdner Bank AC, Darmstadt, Germany Citi Bank, USA Citi Bank, Korea Citi Bank, France
20,933,556 26,613,650
8,770,304
12,565,613
28,781,717 17,152,312
2,560,166 7,506,160
12,401,778 78,785,614 \ 217,887,704
4,664,908
In Fixed Deposit Accounts Dresdner Bank AC, Darmstadt Germany Maximum Balance held during the year In Current Accounts Citibank N.A., London, UK Dresdner Bank AC, Darmstadt Germany Citi Bank, USA-USD Citi Bank Korea Won Citi Bank, France Dresdner Bank AC, Darmstadt Germany In Fixed Deposit Accounts
21,729,274 84,893,824 554,391,285
80,908,857 96,002,899 130,961,596 . 9,735,424 26,516,922 , 21,729,274 1,803,942 262,136,253
54,178,628 83,488,128
268,288,345 '
8,570,438
21,729,274 1,717,023
3.
Other Current Assets

Interest accrued but not due on deposits Unbilled Revenue
263,940,195
447,191,750
448,908,773
B.
LOANS & ADVANCES (Unsecured and Considered good) 1. Advances recoverable in cash or in kind or for . value to be received or pending adjustments 2. Loan to Subsidiary Company 3. Security Deposits 4. Minimum Alternative Tax Credit Entitlement 5. Advance Income Tax- Including taxes deducted at source and fringe'benefit tax paid [net of provisions aggregating to Rs. 1,059,581,899 (Previous year Rs. 540,547,705)] Maximum Balance held during the year Tenet Software Limited, UK 707,427,140 13,540,500 410,875,196 179,468,807 356,117,929 15,294,000 383,056,232 51,116,504
267,685,367
1,578,997,010 6,264,836,146
300,929,905
1,106,514,570 5,883,383,164
506,798
ARICENT'

Rs;
Schedule H CURRENT LIABILITIES AND PROVISIONS A. CURRENT LIABILITIES 1. Sundry Creditors 2. 3. 4. Other Liabilities , [
As at 3t.03.2010 Rs.
Rs.
As at 31.03.2009 Rs.
1,654,858,941 184,854,626 701,044,821 959,743 2,541,718,131
1,425,247,859 291,543,850 375,563,813 1,263,061 2,093,618,583
Unearned Revenue ; Investor Education and Protection Fund
Notes : 1. Investor Education and Protection Fund includes unclaimed dividends aggregating Rs. 959,729 (Previous Year Rs.1,263,047) and share application refund aggregating Rs. 14 (Previous Year Rs.14) that are not due for transfer as at March 31, 2010. 2. Sundry Creditors includes amount due to subsidiary companies Rs 69,499,395 (Previous year Rs. 71,543,124).
B.
PROVISIONS 1. Warranty and Post Sales Support 2. Staff Benefits 38,782,929 467,343,760 506,126,689 3,047,844,820 Note : Sundry Creditors include: Due to Micro arid Small Enterprises Due to Others 1,654,858,941 1 , 6 5 4 , 8 5 8 , 9 4 ? 1,425,247,859 1,425,247,859 43,453,431 389,241,520 432,694,951 2,526,313,534
The above disclosure is based on information available with the Company regarding status of the suppliers as defined under Section12 of the Micro, Small and Medium Enterprises Development Act, 2006.
Sc hedules forming part of the Profit & Loss Account

Year Ended 31.03.2010 Year Ended 31.03.2009
Rs. Rs. Rs. Rs.
Schedule 1 SALES Software , Products Services ' Royalty Software Related Services Schedule J OTHER INCOME Rent received Interest on : Deposits [Tax deducted at source Rs. 47,757 (Previous year Rs. 256,094)] - Others ; Liabilities written back Exchange Cain (net) j Miscellaneous Income ' Provision for Doubtful Advances written back Profit on sale of fixed assets : Warranty Provision written back Sale of Intellectual Property Rights
307,936,796 12,380,264,391 142,336,724 5,904,858 12,836,442,769
1,273,834,261 11,508,879,710 30,296,406 12,813,010,377
3,597,258
3,597,288
404,812 2,343,984
2,748,796 17,201,408 5,882,994 1,438,110 4,670,502 109,602,819 145,141,887
2,506,576 3,279,183
5,785,759 12,677,956 7,686,654 1,482,046 506,798
31,736,501
Schedule K EMPLOYEES REMUNERATION & BENEFITS Salaries and Wages ; Contribution (o Provident Fund and Other Funds Staff Welfare Expenses 6,519,704,399 276,442,481 120,285,437 6,916,432,317 6,077,959,537 227,706,309 107,417,181 6,413,083,027
Schedules forming part of the Profit & Loss Account

r
Schedule L
OTHER EXPENSES
L J I
RS.
RS.
Year Ended 31.03.2009 Rs. Rs.
Rent
Repair and Maintenance Plant and Machinery 90,355,988
465,868,902
75,197,650
444,962,144
Vehicles Building Others

Insurance Communication Expenses Recruitment Expenses Advertisement Expenses Legal and Professional Charges Software Development Consultancy Consumption of Stores and Spares Travelling and Conveyance Printing and Stationery Electricity Expenses Marketing Expenses Warranty Expenses Provision for Doubtful Debts (net) Bad Debts Written off Less: Provision for Doubtful Debts Auditors' Remuneration: Statutory Audit Tax Audit Certification & Other Services etc. Remuneration to Directors: Salary Contribution to Provident Fund and Other Funds Other Perquisites Commission Wealth Tax Training Expenses Project Expenses Rates and taxes Directors Fees Loss on sale of Fixed Assets (net) Exchange Loss Corporate Charges Miscellaneous Expenses Note: ~~
7,544,077 64,691,652 15,166,322

-
177,758,039
27,207,594 121,405,720 24,215,488 9,563,488 80,184,058 138,212,941 7,106,542 858,275,238 9,194,138 242,434,123 38,311,187* 57,268,340 ' . 10,310,000 -
9,394,759 64,776,918 16,278,136
165,647,463
42,396,194
122,197,704 31,638,400 844,047
' . . . .
94,905,754
571,032,751
7,420,598
1,064,955,852 13,431,207 234,025,149
60,804,670
11,995,437 132,716,414 148,974,876 148,974,876 4,000,000 300,000 4,920,000 13,288,931 1,252,117 769,030 1,000,000
143,816,636' 143,816,636 4,500,000'' 300,000, 5,510,000 19,239,766 776,750 874,425 1,000,000
9,220,000
' 21,890,941 792,723 23,561,548 89,480,024 * 28,182,421 24,000 132,943,915 36,631,346 217,059,891 ..-...
16,310,078 842,356 11,098,218
'. ' '
90,285,483 1,666,036 3.4,000

1,817,705 48,353,306
"2lH7,882,607~
199,958,694 3,378,559,660
Corporate charges refer to expenses allocated by Aricent US Inc, a group company for various services including accounting and finance, executive management, tax, treasury, legal, corporate marketing and insurance provided by Aricent US Inc, through its personnel at its office in USA. Schedule M FINANCIAL EXPENSES Interest on other than fixed loans Bank Charges 8,325,584 15,074,327 23,399,911 24,695,113 21,334,520 46,029,633
Schedule N PROVISION FOR TAXATION

Provision for Income Tax Minimum Alternative Tax Credit for the Year Provision for Fringe Benefits Tax Deferred Tax Charge/tCredit) (Including Prior Year Adjustments) Prior Year Tax Adjustments 503,125,620 (128,352,303) 12,794,171 19,546,791 ~407,114,279 83,287,081 46,352,511 (32,201,881) 15,781,017 113,218,728
ARICENT' Notes to the Financial Statements

SCHEDULE O
1. BACKGROUND Aricent Technologies (Holdings) Limited ('the Company') was incorporated in India on June 14, 2006 and commenced business on August 11, 2006. The Company was incorporated for the purpose of promoting, establishing, forming, acquiring or investing in entities engaged in the business of designing, developing, marketing, distributing, selling etc of any software, hardware and programmes of all kinds and description and to the extent permissible undertaking the business itself. The Company is a widely he'ld Company with 105,429,478 equity shares being held by Aricent Holdings Mauritius Limited, 23,476,578 equity sha.res being held by Aricent Holdings Mauritius India Limited and the balance 2,290,048 equity shares being held by others. The Company undertakes development of package software, providing software consulting services and other ancillary products, and services, primarily for use in the telecommunications industry. The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31,,2010. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES i) Basis of Accounting The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles in India, the accounting standards notified under the Companies Accounting Standards Rules, 2006 and the provisions of the Companies Act, 1956, as adopted consistently by the Company. The Company follows the mercantile system of accounting and recognises items of income and expenditure on an accrual basis. ii) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates. Revenue Recognition Revenue from software development contracts priced on a time and material basis is recognised as services are performed on the basis of billabletime spent by employees working on the project, priced at the contracted rate. A provision is rnade for future warranty costs based on management's estimates of such future costs, in certain contracts the price at which the Company provides product development services includes royalties that would become receivable in the future upon successful sale of products by the customers of the Company. Such royalties are recognised only when such future sales occur. Revenue from software development on fixed price contracts is recognised on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract. Provision for anticipated loss is recognised where it is probable that the estimated contract costs are likely to exceed the total contract revenue. Revenue! for claims related to change orders iv) is recognised only in the period when approved by the customer. Revenue from sale of software user license/products with a conditional clause on acceptance but without any obligation for warranty, is recognised on acceptance of the software. Where such a sale also has an obligation for warranty, revenue is adjusted for the fair value of the warranty and recognised on acceptance of the software and the portion of revenue represented by the fair value of the warranty is recognised over the period of the warranty. Where the sale is not conditional on acceptance but has an obligation for the warranty, revenue is adjusted for the fair value of the warranty and recognised on delivery of the software and the portion of revenue represented by the fair value of the warranty is recognised over the period of the warranty. Costs incurred towards purchase of fixed assets contracted to be reimbursed by customers have been recognized as deferred revenue and capitalized as fixed assets to be depreciated over their useful lives or the contract period whichever is shorter. The deferred revenue has been recognised as revenue over the period of contract or the useful life of the fixed assets whichever is shorter. Revenue comprises of general and administration expenses, selling and marketing expenses, research and development expenses incurred for group companies and charged on a cost plus mark up basis as per the agreement and is recognised as and when these services are rendered. Revenue from lease rent, commission and interest on bank deposits is recognised on an accrual basis. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation. The Company capitalizes the cost of equipment purchased for specific clients, which is reimbursed by clients over a period of project and does not capitalize equipment for which the client has borne the cost. v) Depreciation Depreciation on fixed assets is provided on the straight-line method over the estimated useful lives of the assets at rates which are equal to or higher than the rates specified in Schedule XIV to the Companies Act, 1956. The depreciation rates used by the Company are as follows: Category of Fixed Assets Factory Building Plant & Machinery Computers Others Motor Vehicles Furniture & Fixtures Office Equipment Software . ' 33.33 % 20.00 V 14.29% . 33.33 %: 20.00 % 20.00 % 33.33 % ,; Air Conditioners Rates of Depreciation 3.34 %
iii)
Depreciation on additions to fixed assets is provided on a pro-rata basis from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for upto the date of sale, deduction and discardment as the case may be.
Aricent Technologies (Holdings) Limited Notes to the Financial Statements

All assets costing Rs.5,000 or below are depreciated in full by way of a one-time depreciation charge. Cost of equipments.purchased for specific clients are depreciated over the useful lives or the contract period, whichever is shorter. Leasehold improvements are amortised over the period of the lease, including the optional period of lease. Leases Lease rentals are expensed with reference to lease terms. v vii) Impairment of Assets Whenever events indicate that assets may be impaired, the assets are subjected to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from their ultimate disposal and in case of goodwill, the recoverable amount is determined by using a combination of valuation techniques including discounted cash flow. A provision for an impairment loss is recognised where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset. Goodwill arisen on amalgamation is not amortised and tested for impairment at each balance sheet date in accordance with generally accepted accounting principles in India. viii) Investments Long-term investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment. Current investments are stated at lower of cost or fair market value. Cost includes original cost of acquisition, including brokerage and stamp duty. ix) Foreign Currency Transactions Transactions denominated in foreign currencies with respect to purchase of fixed assets are recorded at the exchange rates prevailing on the date of the purchase order and all other transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the dates of the transactions. The financial statements of foreign branches of the Company are translated and recorded by the Company. Monetary items denominated in foreign currencies at the year-end are translated at the exchange rates prevailing on the date of the Balance Sheet. Non-monetary items denominated in foreign currencies are carried at cost. Any income or expense on account of exchange differences either on settlement of the contract or on translation of the unmatured foreign currency contracts at marked to market rate prevailing as at the Balance Sheet date is recognized in the Profit and Loss Account. x) Financial Instruments The Company uses financial instruments, including forward contracts and options, to manage its foreign currency exposures. These options and contracts are used as hedging instruments whose change in fair value is recognized to act as an economic hedge against changes in the value of the hedged item. Options and contracts have been recorded in the Balance Sheet at fair value in current assets. The fair val ue is based upon either market quotes for actively traded
1
instruments or independent bids' for non exchange traded instruments and changes in fair value are recognized in the profit and loss statement. Retirement Benefits In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both the Company and the_employee contribute monthly at a determined rate (currently 12% of employee's basic salary). These contributions are made to a fund set up by the Company and administered by a board of trustees. The Company has no liability for future provident fund benefits other than its monthly contribution, shortfall in interest earned and any losses incurred by the trust on investment, and recognises such contribution as an expense in the year incurred. The Guidance Note on implementing (Accounting Standard 15), Employee Benefits issued by the Accounting Standards Board (ASB) provides that provident funds which require employers to meet the interest shortfall are in effect defined benefit plans. The Company's actuary has informed the Company that it is currently not practicable to actuarially determine the interest shortfall obligation. The computation of liability and disclosure in accordance with the provisions of Accounting Standards 15 cannot be implemented due to the inability on the part of the actuary to measure it. Benefits payable to eligible employees of the Company with respect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment of an amount equivalent to 15 days basic salary for each completed year of service. Vesting occurs upon completion of one to five years of service. The Company contributes all the ascertained liabilities to a fund set up by the Company and administered by a board of trustees. The present value of such obi igation . is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The resultant actuarial gain or loss on change in present value of the defined benefit obligation , or change in return of the plan assets is recognised as an income or expense in the Profit and Loss Account. The expected return on plan assets is based on the assumed rate of return of such assets. Leave encashment benefits payable to employees with respect to accumulated leaves outstanding at the year end are accounted for on the basis of the actuarial valuation at the balance sheet date. The Company maintains a defined benefit pension plan in respect of employees transferred from Lucent Technologies GmbH ('Lucent') in terms of an agreement executed on February 18, 2003 whereby certain pension benefit obligations were transferred to the Company. The annual contribution to the plan is based on an actuarial valuation and is charged to the Profit & Loss Account.
xi)
vi)
Notes to the Financial Statements

xii) Income Taxes ; Income taxes consist of current taxes and changes in deferred tax liabilities and assets. Income taxes are accounted for on the basis of taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the financial statements. Deferred tax assets; or liabilities in respect of timing differences which originate during the tax holiday period but reverse after thejtax holiday are recognised in the year in which the timing differences originate if they result in taxable amounts.-! Deferred tax assets or liabilities are established at the substantially enacted tax rates. Changes in the substantially'enacted rates are recognised in the period of enactment. Deferred tax assets are recognised only if there is a reasonable/virtual certainty that they will be realised and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. Minimum alternative tax payable under the provisions of the Income Tax Act; 1961 is recognised as an asset in the year in which credit becomes eligible and is set off in the year in which the Company becomes liable to pay income taxes at the enacted tax rates as indicated in the Act. xiii) Earnings per Share Basic learnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the, weighted average number of equity shares outstanding during the year. For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. xiv) Material Events Material events occurring after the Balance Sheet date are taken into cognisance.
3.
Act, 1961 (Act) should not be disallowed. The Company has filed a writ petition and obtained a stay with High Court 'of Delhi for the show cause notice stating that the same is time barred. Further, the Company has taken legal opinion with respect to deduction under section 10B of the Act and based on legal opinion and judicial precedents, the management is of the view that show cause notice is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account. d) The Company has received a demand notice under Section 143(3) of the Income Tax Act, 1961 (Act) for the assessment year 2005-06 disallowing the training expenses of Rs.25,218,916 and set off of loss of one unit from another of Rs. 13,424,747. The Company has filed an appeal with Commissioner of Income Taxes (Appeals). Further, the Company has taken legal opinion with respect to set off of loss of one unit from another unit and judicial precedents, the management is of the view that addition in the order are not legally tenable and likely to be deleted, accordingly, no provision has been made in the books of accounts for the same. The Company has received a Transfer Pricing assessment order under section 92CA (3) of the Income Tax Act, 1961, (Act) for the assessment year 2006-07. The assessing officer has considered the incentive of Rs. 106,608,194 paid by Flextronics International, USA to the employees of Indian company as an income of the Company and has increased the taxable income of the Company by Rs. 29,796,990. The Company has also received a draft order under section 143(3) of the Income Tax Act, 1961 disallowing deduction under section 10B and considered training expenses of Rs. 1,939,452 to be capital in nature. The Company has filed an appeal with the Dispute Resolution Panel against the draft order. Based on legal opinion and judicial precedents, the management is of the view that the addition in the order is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account. The Company has received an order under section 263 for the assessment year 2005-06 disallowing deduction under section 10B of the Income Tax Act, 1961 (Act). The Company has filed an appeal with Income Tax Appellate Tribunal. Further, the Company has taken legal opinion with respect to deduction under section 10B of the Act and based on legal opinion and judicial precedents, the management is of the view that the addition in the order is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account. The Company has received an order under section 143(3) of the Income Tax Act, 1961 (Act) for assessment year 200708 for erstwhile Kappa Investments Limited [now called as Aricent Technologies (Holdings) Limited] disallowing total expenses of Rs 30,218,433 considering the same as not related to business activities of the Company. Based on legal opinion and judicial precedents, the management is of the view that the addition in the order is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account.
e)
Commitments and Contingencies a) Estimated amount cif contracts remaining to be executed on capital account and not provided for (net of advances) Rs.40,973,000 (Previous year Rs.56,815,000). Income Tax & OtheT Claims disputed by the Company
f)
b)
As at 31.03.2010
Income tax mattera Customs duty Sales tax matters Others ':' 7,021,698 8,128,815 24,461,654 5,419,608
As at 31.03.2009
8,058,541 8,128,815 -12,255,384 5,419,608 g)
All the above matters are subject to legal proceedings in the ordinary course of business. In the opinion of management the legal proceedings, when ultimately concluded, will not have an adverse effect on results of operations or financial position of the Company. The Company has Deceived a show cause notice for the assessment year 2002-03 seeking explanation as to why gratuity and deduction under section 10B of the Income Tax

h) The Company had executed an agreement dated May 19, 2003 with Rani Rasamani Constructions Private Limited ('land owner') and Millennia Realtors Private Limited ('Developer') for development, lease and eventually sale of the Bangalore facility at the option of the Company to purchase, constructed over 6.20 acres of land. The Company had taken possession of the premises in November 2003 but no rent had been paid as the lease agreement had not been executed due to a dispute between the land owner and the Developer. In July 2005 the Developer filed a suit against the Company in the City Civil Court, Bangalore, Karnataka for recovery of rent, interest, damages etc. aggregating Rs.45,196,169 for wrongful occupation of the premises and delivery of physical vacant possession of the premises, which was disputed by the Company and in September 2005 the Company had filed its written statement in reply to the said petition. In February 2006 the Developer filed a new application with the City Civil Court, Bangalore, Karnataka requesting for a partial decree for recovery of Rs.20,500,000 towards rent of the premises for the period starting from November "2003 upto January 31, 2006. The Company deposited Rs.23,335,352, with the City Civil Court, Bangalore, Karnataka towards rent and security deposit due to the Developer for the period November 15, 2003 to June 2007. The Company has also paid Rs.9,181,041 to the land owner towards rent and security deposit for the period upto May 31, 2008 but cheques aggregating to Rs. 9,181,041 have not been encashed by the land owner. k) Warranties The Company warrants that its software products and services will perform in all material respects in accordance with the Company's standard specifications in effect at the time of delivery of the software/licensed products or on completion of services for the warranty period. Accordingly based on management estimates for specific warranties, claims and claim history, the Company provides for warranty claims. The movement in the provision for warranty costs is as follows:
... . I.
;
The Company also paid Rs.1,062,640 on October 19,2006 and Rs.5,445,216 on November 2, 2006 respectively to the land owner and Developer in the ratio of 27:73 for enforcement of its right to purchase the Bangalore facility in terms of the agreement. In February 2007 the Company filed a specific performance suit against the Developer and land owner directing them to execute the registered sale deed of the Bangalore facility in favour of the Company with expression of its ability and willingness to pay the sale consideration for the same. On December 15, 2007 the Court passed an order directing the Company to deposit the sale consideration in the court subject to the condition that the deposit will not affect the merits of the case. On January 23, 2008 the Company filed an application seeking a modification or recall of the order unless a date is set for an early hearing within one year. Both the Developer and the land owner have filed their written objections to the said application. As at March 31/2010 the Company has accrued rent and other expenses payable to the Developer and land owner aggregating Rs.59,300,548. Pending disposal of the suit, any additional amount payable by the Company is currently not ascertainable. Outstanding forward contracts in respect of foreign currency as on March 31 2010 amount to US $ 44,410,000, 4,600,000 and 1,500,000 equivalent to Rs.2,389,132,600 (Previous year Rs. 2,366,518,000). As of the Balance Sheet date, the Company's net foreign currency exposure that is not hedged by a derivative instrument or otherwise is Rs. 587,812,182 (Previous year Rs. 730,294,919)
_.
^ I
' _ . - ^
. I.
;;-,. .: ., rv) - ; "',:" "

I -
'
'
'
'
'
'
'
'
.Opening Balance Add: During the year Less: Provisions written back during the year Closing Balance 4. Managerial Remuneration
" Year ended 31.03.2010 Rs. 43,453,431 4,670,502 38,782,929
Year ended 31.03.2009 Rs. 31,457,994 11,995,437 43,453;431
Computation of net profits in accordance with Section 309(5) read with Section 349 of the Companies Act, 1956 and computation of commission payable to the nonwhole time directors is as follows: " . , ' . . "' '. .;' , ' .;,-. ' , ' " 1 - . ' ! ' ' ] ' . Year ended Year ended 31.03.2010 31.03.2009 Rs. , " ' ' . . ' . ' 1 Net Profit before Tax 2,770,737,264 266,001,821 Add: . 1 . Remuneration to whole time Directors 20,890,941 . 15,310,078 2. Director's Sitting Fee 34,000. 24,000 3. Commission to nonwhole time Directors 1,000,000 1 ,000,000 4. Provision for bad and doubtful debts 132,716,414 57,268,340 5. Depreciation as per books of account 453,132,557 396,587,512 ' 2,344;485,225 6. Goodwill Impairment 3,303,053,102 3,1 56; 1 35,050

Transactions with related parties are'as under: Year ended 31.03.2010 ' ' a) Revenue Subsidiary Companies Sale - Software Services , Aricent Japan Ltd, japan Aricent Communications US Inc Aricent Technologies (Beijing) Limited Aricent UK Ltd ,' . ' . 253,998,406 4,774,812 11,013,82: 248,384,847 9,174,269 28,599,506 8,652,202 9,161,496 '_ ' . ' 416,80
: :
'Year ended 31.03.2009
'
Sale - Software Products Aricent Japan Ltd, japan I Aricent,Communications US Inc ' Aricent japan Ltd, Japan 23,606,954 4,103,866 1,353,945 578,493
Interest Income
Aricent Technologies (Beijing) Limited
Fellow subsidiaries and other companies which does not exercise control or significant Influence over the Company ' Sale- Software related Services Aricent Communications Private Limited AricentSouth Africa (Pty) Ltd Aricent Technologies UK Ltd Datalinx Corporation, New York
:
969,683 2,534,067 3,370,791 12,087,327 ' 4,342,272 12,897,124 6,758,778 653,586 2,681,388,174 515,047,540 6,182,209 . ' 8,393,502 1,057,618 2,239,010 1,277,638 ' 9,096 4,800,226
Sale - Software Services Frog Design Inc Aricent Technologies US Inc Aricent Technologies Mauritius Ltd Aricent Holdings Luxemburg S.a.r.l ' Datalinx Corporation, New York Aricent Communications Private Limited Aricent Holdings Cyprus; Limited Aricent South Africa (Pty) Ltd Aricent Technologies UK Ltd 58,898,030 82,154,855 2,146,743,555
Sale - Products Aricent Technologies US Inc Aricent Holdings Cyprus Limited ; , 142,336,724 : 109,602,819 " = 174,910,936 20,899,696
Sale - Royalty Aricent Technologies Mauritius Ltd .. ,:
b) Other Income
Sale of Intellectual Property Rights -
Aricent Holdings Luxemburg S.a.r.l
c) Expenses : Subsidiary Companies Software Development Consultancy Aricent Communications US Inc Aricent UK Ltd '? 9,316,582 73,243,680 5,850,355

|Year ended 31.03.2010 Rs. ; Fellow subsidiaries and.other companies which does not exercise control or significant influence over the Company Project Expenses Frog Design Inc Aricent Technologies Mauritius Ltd Frog Design BV Aricent Technologies UK Ltd Aricent US Inc Frog Design Sri, Italy Aricent Technologies US Inc Aricent Technologies Mauritius Ltd Datalinx Corporation, New York Frog Design Inc Aricent Technologies UK Ltd , . , . , 10,485,211 5,593,614 3,802,357 ' 907,565 630,787 . , ' ; 1,777,215 . 16,784,812 . . . _
: ;Year
i' "'
ended ;31.03.2009; Rs."'-" ' ' '
..
;
4,558,158 4,349,153 3,134,796 11,959,836 10,470,414
1,543,911 14,580,904
2,630,763 883,832
Software Development Consultancy . . 3,319,477 . 64,831,849 ' 14,693,497 18,593,628 33,916,869 4,675,204 4,531,053 18,795,329 392,220,503
Reimbursement of Expenses Salaries & Wages Aricent South Africa (Pty) Ltd Frog Design Inc Aricent Technologies Mauritius Ltd Aricent US Inc. Aricent South Africa (Pty) Ltd Aricent US Inc Aricent U S I n c Aricent Technologies UK Ltd Aricent South Africa {Pty) Ltd Aricent US Inc Datalinx Corporation, New York Aricent US Inc Aricent US Inc Aricent Technologies Mauritius Ltd ; ' 1,367,783 36,631,346 48,397,589 Aricent Technologies UK Ltd Aricent Technologies Mauritius Ltd
2,249,993
Travel Expenses
1,252,528 106,767
Marketing & Advertisement Expenses 924,030 14,895 6,464,400 Communication Expesnses , , , , , ;
6,510
78,497 11,546,191 22,307 4,711,926 22,308,032 22,511,992
Legal and Professional Expenses
Facility Rental Insurance
Staff Welfare Expenses Corporate Charges Aricent US Inc
Notes! to the Financial Statements

11. Leases '
The Company has leased a part of its premises to a third party under a lease agreement that qualifies as an operating lease. Rental income for their operating lease is Rs. 3,597,258 (Previous year Rs.3,597,288). The Company is a lessee under various operating leases. Rental expense for operating leases are Rs.465,868,902 (Previous year Rs.444,962,144). Expected future minimum commitments for non-cancelable leases are as follows: Year ended 31.03.2010 Year ended 31,03.2009
^^^^^^^îaHM
2010 2011 2012
' i / '
,Rs- __l 180,251784

83,567,892 9,502,688
91,161,997 17,953,472
12. Micro, Small and Medium Enterprises
The information required to be disclosed under the Micro, Small and Medium enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. There are no over dues to parties on account of principal amount and / or interest and accordingly, no additional disclosures have been made.
13. Employee Provident Fund
The Company makes contribution towards the Employees' Provident Fund Scheme. Under the rules of this scheme, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 126,514,403 (Previous year Rs.117,890,927) as expense towards contributions to this plan. The total plan liabilities under the Aricent Employees Provident Fund Trust as at March 31, 2010 amounts to Rs. 1,637,282,204 (Previous year Rs.1,346,418,260) a:> against total plan assets of Rs. 1,665,942,604 (Previous year Rs.1,372,835,147). The funds of the Trust have been invested under various securities as prescribed under Ihe rules of the Trust. Defined Benefit Obligation The components of the Gratuity Plan and Pension Plan benefit obligations are shown below : Gratuity Plan as at 31.03.2010 Rs. Balance asat the beginning of the year Service Cost Interest Cost Benefits Paid ' .
;
Gratuity Plan as at 31.03.2009 Rs. | 205,043,948 39,372,501 14,459,656 (49,549,720)
Pension Plan as at 31.03.2010 ' Rs. 100,213,164 3,164,788 5,723,977 (540,457)

'
. Pension Plan as at 31. 03.2009 Rs. 84,787316

3, 468', 156
215,270,877 74,299,023 16,171,504 (33,324,319) 3,214,539 _ 2,989,712 278,621,336 322,185 21,716 33,300,000 (33,324,319) 179,043 498,625 ~
5,006,132
-
Transfer of Employee's Liability received from Aricent Communications Pvt Ltd Exchange (Gain) / Loss Actuarial (GairO/Loss Balance as at the end of the year Fair value of plan assets Balance as at the beginning of the year Expepted- return on plan assets Contributions ' ' ' Benefits Paid Actuarial (Glain)/.Loss Balance as at the end of the year
'
'
(12,225,290) 10,857,248 107,193,430

.
6,331,320 620,240 100,213,164

-
5,944,492 215,270,877 378,000 14,721 49,208,563 (49,549,720) 270,621 322,185 .
'.
.
The reconciliation of the present value of obligations and the fair value of plan assets to the assets and liabilities is as below: Gratuity Plan as at 31.03.2010 ; Rs .Fair value of plan assets as at the end of the year* Present value of defined benefit obligations as at end of the year Liability recognised in the balance sheet as at the end of the year \ . . *100 % of the plan assets are invested in bank balances. 498,625 278,621,336 278,122,711 Gratuity Plan as Pension Plan as at 31.03.2009 at 31.03.2010 Rs. ' , ' Rs. 322,185 215,270,877 214,948,692 107,193,430 107,193,430 100,213,164 100,213,164 Pension Plan as at 31.03.2009 Rs. f
The net gratuity and pension cost for the below mentioned years is as follows:
- -'
^'
Gratuity Plan as jat 31.03.2010

! ' Rs.
Service Cost Interest Cost Expected return on plan assets Net Actuarial (Gain) / Loss . Net Gratuity Cost Actuarial Assumptions Discounting rate Future salary increase
74,299,023 16,171,504 .. (21,716) 2,810,668 93,259,479

8.00 % 5.00 %
Gratuity Plan as Pension Plan !as at Pension Plan as at at 31.03.2009 31.03.2010 31.03.2009 Rs. Rs. Rs. 3,164,788 ' ' 39,372,501 3,468,156 5,006,132 14,459,656 5,723,977 ' ". (14,721) : 10,857,248 620,240 5,673,871 59,491,307 19,746,013 9,094,528
8.00 % 5.00 % 4.80% 2.50% 5.75 % 2.50 %
Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experience adjustments of gratuity plan:-
Present value of defined benefit obligation Fair value of the plan assets Deficit Experience adjustments on plan liabilities Experience adjustments on plan assets
Year ended 31.03.10 Year ended 31.03.09 Year ended 31.03.08 Rs. , Rs. Rs. 215,270,877 205,043,948 278,621,336 322,185 498,625 378,000 214;948,692 204,665,948 276,122,711 5,944,492 2,989,712 7,336,365 270,621 296,991 ; 179,043
Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experience adjustments of pension plan:
Year ended 31.03.10 Rs.

Present value of defined benefit obligation Fair value of the plan assets' Deficit Experience adjustments on plan liabilities Experience adjustments on phan assets 107,193,430 107,193,430 10,857,,248

100,213,164 100,213,164 620,240

84,787,316 84,787,316 (16,754,470)
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.
14. Income Taxes
In accordance with Accounting Standard 22 on Accounting for Taxes on Income the deferred tax charge of Rs. 12,794,171 (Previous year deferred tax credit of Rs. 32,201,881) has been recognised in the profit and joss account. The tax effect of significant timing differences as of March 31,2010 that reverses after the tax holiday gave rise to the following net deferred tax assets as at March 31,2010. As at 31.03.2010 Deierred Tax Assets Depreciation Leave Encashment Provision for Bad Debts Software Development Costs Gratuity Unabsorbed Depreciation Unrealised Loss on Options Net Deferred Tax Assets 15. Reclassification Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to the current year's groupings and classifications. / As at 31.03.2009
Rs.
98,437,811 27,247,524 27,708,204
92,401,988 7,863,428 253,638,955
"72,616,776 25,360,625 57,770,348 21,674,221 74,294,779 14,736,377 266,453,126
The deferred tax asset is recognized on the basis of the future taxable profits, against which it will be realized.
Balance Sheet Abstract and Company's General Business Profile

Registration details Registration No. State Code Balance Sheet date U65993DL2006PLC149728
55
31.03.2010
(in Rs.)
Capital raised during the year Public issue' Rights issue Bonus issue Private Placement Employee Stock Option Plan Position of mobilisation and deployment of funds Total liabilities Total assets' Sources of funds Paid-up capital (Includes redeemable preference shares) Reserves and Surplus Secured loans Unsecured loans Application of funds Net fixed assets Investments Net current assets Miscellaneous expenses Accumulated losses Deferred tax assets Performance of Company Turnover , Total expenditure Profit/(loss) before tax Profit/(Loss) after tax Earnings per share (Basic) Dividend rate (%) , 12,981,584,656 10,210,847,392 2,770,737,264 2,363,622,985 18.02 13,255,409,012 213,600,134 3,216,991,326
t
16,939,659,427 16,939,659,427
11,216,999,030 5,722,660,397
253,658,955
Generic name of three principal products/services of the Company Item code no.dTC code1) Product description 85249904.90 Computer Software
For and on behalf of the Board of Directors SdlSanjeev Kumar Handa Whole Time Director Gurgaon July 21, 2010 Sd/A. Shankar Company Secretary Sd/Amal Canguli
Director
Aricent Technologies (Holdings) Limited Section 212 Report
Statement Pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies
' '" '--''I', "' , Particular's '"'' ' >" Aricent lapan limited. japan I '.' , Details o f Subsidiary Companies Aricent UK Limited, UK Aficent Communications US Aricent Technologies (Beijing) Limited, China
1. Name of the Subsidiary
Tenet Software Limited,
UK*
Inc., USA
2. 3.
Financial year ending of the Subsidiary Holding Company's interest
March 31, 2010
March 31, 2010
March 31,2010
March 3 1,2010
December31, 2009
a)
Shares held by the Holding Company in the 800 shares amounting subsidiary to.Rs. 19,200,000
1 ,000 ordinary shares amounting to Rs. 68,070
1 50,000 ordinary shares amounting to Rs. 10,210,500
5,000,000 common stock amounting to RS. 90,280,000
Contribution to registered capital amounting to RS. 98,943,933

100%
b) Extent of holding 4, Net aggregate amount of profits/dosses) for the

above financial year of the subsidiary so far as it concerns members of the holding company;
100%
100%
100%
100%
a)
dealt with or provided (or in the accounts of the holding company not dealt with or provided for in the accounts of the holding company
Nil
Nil '
Nil
Nil
Nil
b)
Rs. (10,020,146)
Rs. 985,041
Rs. 1,275,632
Rs. (10,513,558)
Rs. (25,692,083)
5, Net aggregate amount of profits/dosses) for

previous financial years of the subsidiary so far as tt may concern the members of the holding company:
a) dealt with or provided for in the accounts of Nit

the holding company
Nil
Nil
Nil
Nil
b)
not dealt or provided for in the accounts of the Rs. 6,285,512 holding company interest No Change m its subsidiaries between the ei>d of the Financial Yearyf the subsidiary and the end of the Holding Company's Financial Yeat.
Rs, (405,833)
Rs. 28,306,705
RS. 67,360,842
RS. (36,107,791)
6. Change in the Holding Company's
No Change
No Change
No Change
No Change
7, Details of Material chang;es that have occurred

between the end of the Financial Year of the subsidiary and the end of the Holding Company's Financial Year
a)
Subsidiary's Fixed Assets
No Change No Change No Change
No Change No Change No Change No Change
b) Subsidiary's Investments c)
Moneys lent by the subsidiary
d) Moneys borrowed by the subsidiary for any No Change

purpose other than thai; of meeting current liabilities
Tenet Software Limited, UK a subsidiary of the Company was dissolved on |une 16, 2009 and approval under Sec 212(8) of the Companies Act, 1956 granting exemption to the Company t'rom complying with the requirements of Sec 212(1) with respect to the same was not sought. .
For and on behalf of the Board of Directors Sd/Sanjeev Kumar Handa Whole Time Director Gurgaon July 21,2010 Sd/A.Shankar Company Secretary Sd/Amal Ganguli Director
Consolidated Profit and Loss Account for the year ended March 31, 2010
Schedule Year Ended 31.03.2010
Rs.

Rs.
INCOME Sales
:
j ( |i H 1 12,997,715,703 145,279,133 13,142,994,836 13,195,306,381 23,692,940 13,218,999,321
Other Income
EXPENDITURE Employees Remuneration and Benefits Other Expenses Financial Expenses Depreciation Impairment Loss i f ij ? " J K, L D D 10,382,467,219 PROFIT BEFORE TAXATION Provision for Taxation: PROFIT AFTER TAXATION Balance brought forward from the previous year Less: Transfer to Capital Redemption Reserve Balance Carried to Balance .Sheet Earning Per Share [Refer note 8 of Schedule N] Basic (Rs.) Diluted {Rs.) Notes on Accounts N 17.77 17.77 1.52 1,52 M 2,760,527,617 428,804,517 2,331,723,100 4,293,672,645 (2,154,000,000) 4,471,395,745 7,052,686,920 2,849,545,086 23,725,206 456,510,007 6,732,616,456 3,372,337,290 46,651,900 401,927,010 2,344,485,225 12,898,017,881 320,981,440 121,643,987 199,337,453 5,714,165,192 (1,619,830,000) 4,293,672,645
As per our report of even date For DELOITTE HASKINS & SELLS Chartered Accountants ' Sd/- . (Vijay Agarwal) For and on behalf of the Board of Directors
Sd/Sanjeev Kumar Handa
Sd/Amal Ganguli
Whole Time Director

Sd/A. Shankar Company Secretary
Director
Aricerit Technologies (Holdings) Limited
Schedules forming part of the Consolidated Balance Sheet

. As at 31.03.2010 Schedule A SHARE CAPITAL Authorised 140,000,000 (Previous year 140,000,000) Equity shares of Rs. 10 each 1,500,000,000 (Previous year 1,500,000,000) Redeemable optionally convertible Non-Cumulative 0.001% (Previous year 0.001 %) Preference shares of Rs 10 each Issued, Subscribed and Paid up 131,196,104 (Previous year 131,196,104) Equity shares of Rs. 10 each 990,503,799 (Previous year 1,205,903,799) Redeemable Optionally Convertible Non-Cumulative 0.001 % (Previous year 0.001 %) Preference shares* of Rs. 10 each (215,400,000 shares redeemed during the year at par) 1,311,961,040 9,905,037,990 1,311,961,040 12,059,037,990 1,400,000,000 15,000,000,000 1,400,000,000 15,000,000,000 As at 31.03.2009
'
Rs7
Rs7
16,400,000,000
16,400,000,000
11,216,999,030
13,370,999,030
Notes: 1. Of the above Equity shares 25,766,626 shares of Rs.10 each were allotted as fully paid up pursuant to the scheme of amalgamation without payment being received in cash. The Preference shares are convertible into Equity shares at the option of the Company or holder of the Preference shares, after the expiry of one month from the date of allotment but before the expiry of 20 years at the price to be determined as per the applicable provisions relating to the pricing. In the event the option for conversion of the Preference shares is not exercised as mentioned above, such Preference shares shall be redeemable at par at the option of the Company upto to the end of 20 years or such period as prescribed under Section 80 of the Companies Act, 1956, from the date of their allotment. As at 31.03.2010 Schedule B RESERVES AND SURPLUS 1. Securities Premium As per last Balance Sheet Less: Adjustment on reduction of Capital [Refer note 4 of Schedule N] 2. Capital Redemption Reserve As per last Balance Sheet Add: Transferred from Profit and Loss Account Less: Adjustment on reduction of Capital [Refer note 4 of Schedule N] 3. Foreign Exchange Translation Reserve As per last Balance Sheet Add: Adjustment during the Year 4. Profit and Loss Account As per last Balance Sheet Add: Profit for the year Less: Transfer to Capital Redemption Reserve Schedule C LOAN FUNDS Secured Loans From Banks - Packing Credit Foreign Currency Loan 9,389,333,558 (8,889,333,558) As at 31.03.2009
Rs.
Rs.
Rs.
Rs.
9,389,333,558
300,000,000
9,389,333,558
2,132,630,000 2,154,000,000 4,286,630,000 (3,587,630,000)
512,800,000 1,619,830,000 2,132,630,000
699,000,000
2,132,630,000
8,203,222 (10,963,539) 4,293,672,645

2,331,723,100 (2,154,000,000)
(2,760,317)
(3,016,928) 11,220,150 5,714,165,192
8,203,222
199,337,453
4,471,395,745 (1,619,830,000) 4,293,672,645 15,823,839,425
5,667,635,428
' ' ' ~
'
305,880,000 305,880,000
Notes: 1.
The assets of the Company including immovable properties and assets, tangible and intangible movable properties have been pledged /hypothicated to IL&FS Trust Company Limited, the INR collateral agent for the rupee lenders, to secure the revolving credit facility of US$ 30 million (Previous year US$ 30 million) availed of by the Company and the revolving credit loans/term loans or other facilities upto US$30 million (Previous year US$ 30 million) to be availed of by the Company for funding the working capital, capital expenditure requirements and general corporate expenses. Amount due within one year Rs. Nil (Previous year Rs. 305,880,000).
2.

Schedule D FIXED ASSETS
Goodwill* Land Freehold Factory Building Leasehold Improvement Plant and Machinery Software Furniture and fixtures Office Equipments Vehicles TOTAl PREVIOUS YEAR '
24,411,225,345 359,082,054 167,038,683 458,120,114 2,428,313,136 478,834,564 134,018^222 180,904,018 55,749,974 28,673,286,110 30,632,742,773
' -
12,476,963,558
_
- 11,934,261,787 _
' ,
11,934,261,787 359,082,054 98,519,340 157,888,439 397,148,687 145,526,564 23,155,646 58,445,415 16,626,879
24,411,225,345 359,082,054 103,888,757 174,912,407 381,815,222 . 128,092,746 ' 29,062,550 62,839,808 23,636,701
359,082,054 167,248,665
' 209,982 26,258,644 285,152,745 108,769,575 3,570,180 21,524,909 6,460,577 451,946,612 416,060,272 8,594,424 2,056,449 6,561,332 12,506,716,378 31,031,710
. -
63,149,926 283,207,707 2,046,497,914 350,741,818 104,955,672 118,064,210 32,113,273 2,998,730,520 2,620,795,490
'
5,579,399 43,282,611 269,053,017 91,335,757 8,890,200 25;726,333 12,642,690 456,510,007 401,927,010
68,729,325 318,542,006
7,948,313 4,592,302
_ _
476,430,445 2,788,873,579 587,604,139 128,993,978 280,372,478 55,649,219
7,948,312
3,826,039 2,311,724,892
~
442,077,375 105;838,332 141,927,063 39,022,340
8,007,540 1 ,863,480 5,733,623 27,378,994
- 16,618,516,344
3,427,861,533 13,190,654,811 25,674,555,590
2,344,485,225 28,673,286,1 10
23,991,980 2,998,730,520
* Refer Note 4 of Schedule N
Aricerit Technologies (Holdings) Limited
if the Consolidated Balance Sheet . ''

Rs.
Schedule E DEFERRED TAX ASSETS As per last Balance Sheet Add/ (Less!: Adjustment for the year Schedule F CURRENT ASSETS, LOANS & ADVANCES
;
.
As at 31.03.2009 Rs.
I i
As at 31.03.2010 , Rs.
Rs.
307,768,617 (35,687,902)
, 272,080,715 ,272,080,715
261,596,833 46,171,784
307,768,617 307,768,617
A. 1.
CURRENT ASSETS Sundry Debtors (Unsecured) Debts outstanding for a period exceeding six months Considered good Considered Doubtful Others Considered good Considered Doubtful Less: Provision for Doubtful Debts
323,841,346 85,638,963 409,480,309 3,858,323,739 3,236,913 4,271,040,961 88,875,876 : 296,990 75,917,778 92,539,632 : 959,729 14 169,714,143
292,867,557 108,385,960 401,253,517 3,497,509,829 67,038,213 3,965,801,559 175,424,173 309,718 207,006,997 297,674,544 1,263,04714 506,254,320
4,182,165,085
;:
3,790,377,386
2,
Cash and Bank Balances' Cash in hand Balance with Scheduled Banks In Current Accounts In EEFC Accounts In Unpaid Dividend Accounts In Share Application Refund Account Balance with Non Scheduled Banks In Current Accounts Citibank N.A., London, UK Dresdner Bank AC, Darmstadt, Germany Citi Bank, USA Citi Bank, Korea Citi Bank, France Citi Bank-RMB, Beijing, China Citi Bank - USD, Beijing, China Citi Bank-USD, Beijing, China Citi Bank - USD, Beijing, China Mizuho, Japan - Saving A/c Citi Bank, Japan - Current A/c Silicon Valley Bank - Regular Checking Account Silicon Valley Bank - Money Market Savings Dresdner Bank AC, Darmstadt Germany
"'
! " ; : i
20,933,556 26,613,65p 8,770,304 2,S6Q,n(> 7,506,160 7,556,749 63,206,150

3,103
'
"-.;.;
22,820 937,266 31,850,607 \ 255,801 1,084,732 12,401,778 183,702,842
. = : ': 353,416,985
12,565,613 28,781,717 17,152,312 4,664,908 18,700,093 2,642 3,504 25,761 51,367,198 376,529 1,610,351 2,566,374 21,729,274 159,546,276
In Fixed Deposit Accounts
665,800,596

Schedule F
CURRENT ASSETS, LOANS & ADVANCES A. 2. CURRENT ASSETS Cash and Bank Balances Maximum Balance held during the year In Current Accounts 3. Citibank N.A., London, UK Dresdner Bank AC, Darmstadt Germany Citi Bank, USA- USD Citi Bank Korea Won Citi Bank, France Citi Bank - RMB, Beijing, China Citi Bank - USD, Beijing, China Citi Bank - USD, Beijing, China Citi Bank-USD, Beijing, China Citi Bank - USD, Beijing, China Mizuho, Japan - Saving A/c Citi Bank, Japan - Current A/c Silicon Valley Bank - Regular Checking Account Silicon Valley Bank - Money Market Savings Dresdner Bank AC, Darmstadt Germany ; 241,651 266,896,151 267,137,802 97,655 449,314,416 449,412,071 61,012,813 138,689,409 7,176,830 7,333,239 80,908,837 54,178,628 83,488,128 268,288,345 8,570,438 As at 31.03.20tO Rs," As at 31.03.2009 RT
Rs.
Rs.
96,002,899 130,961,596 9,735,424 26,516,922

19,347,051 63,219,487
3,107
22,831
35,902,981 2,688 3,564 7,690,664 3,895,143

123,511,266
376,529
84,245,860 83,183,485 21,729,274
In Fixed Deposit Accounts
21,729,274
Other.Current Assets Unbilled Revenue
Interest accrued but not due on deposits
B. 1. 2.
LOANS & ADVANCES (Unsecured) Advances recoverable in cash or in kind or for value to be received or pending adjustments Security Deposits Less: Provision for Doubtful Deposits
, !
723,303,476 412,357,296 412,357,296 179,468,807
366,686,055
385,715,141 1,954,703 383,760,438 51,116,504
3. 4.
Minimum Alternative Tax,'Credit Entitlement Advance Income Tax- Including taxes deducted at source and fringe benefit tax paid . [net of provisions aggregating to Rs. 1,059,650,241 (Previous year Rs. 551,417,803)] "
273,063,830
1,588,193,409 6,390,913,281
295,506,612 1,097,069,609 - 6,002,659,662
Schedule G
CURRENT LIABILITIES AND PROVISIONS A. 1. 2. 3. 4. CURRENT LIABILITIES Sundry Creditors Other Liabilities Unearned Revenue 1,604,375,152 203,919,657 715,201,298
1,402,854,959
324,165,422 394,147,461
Investor Education and Protection Fund
959,743
2,524,455,850
1,263,061
2,122,430,903
Note:
Investor Education and Protection Fund includes unclaimed dividends aggregating Rs. 959,729 (Previous Year Rs.1,263,047) and share application refund aggregating Rs. 14 (Previous Year Rs.14) that are not due for transfer as at March 31, 2010.

As al 31.03.2010 Rs. As at 31.03.2009 Rs.
Schedule G CURRENT LIABILITIES AND PROVISIONS B. 1. 2. PROVISIONS Warranty and Post Sales Support Staff Benefits
Rs.
Rs.
40,105,095 472,045,023 512,150,118 3,036,605,968
44,403,831 389,241,520 433,645,351 2,556,076,254
Note : Sundry Creditors include: Due to Micro and Small Enterprises Due to Others 1,604,375,152 1,604,375,152 1,402,854,959 1,402,854,959 .
The above disclosure is based on information available with the Company regarding status of the suppliers as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006.
Schedules forming part of the Consolidated Profit & Loss Account

Year Ended 31.03.2010 Year Ended 31.03.2009
Rs. Rs. Rs. RS.
Schedule H SALES Software Products Services Royalty Software Related Services Schedule I OTHER INCOME Rent received Interest on :
"
320,556,273 12,528,917,848 142,336,724 5,904,858 12,997,715,703
1,315,769,619 11,849,240,356 30,296,406 13,195,306,381
3,597,258
3,597,288
Deposits [ Tax deducted at source Rs. 47,757 (Previous year Rs. 256,094)] - Others Liabilities written back Exchange Gain (net) Miscellaneous Income Warranty Provision written back Profit on sale of fixed assets Sale of Intellectual Property Rights Schedule J EMPLOYEES REMUNERATION & BENEFITS Salaries and Wages Contribution to Provident Fund and Other Funds Staff Welfare Expenses Schedule K OTHER EXPENSES Rent Repair' and Maintenance Plant and Machinery Vehicles Building Others Insurance Communication Expenses
404,812 1,999,690 2,404,502 18,322,653 6,366,426 4,298,736 686,739 109,602,819 145,279,133
2,596,292 1,476,417 4,072,709 12,736,363 931,471 2,355,109
23,692,940
6,653,621,424 276,442,481 122,623,015 7,052,686,920
6,379,605,175 239,122,283 113,888,998 6,732,616,456
472,535,399 90,777,619 7,544,077 64,691,652 15,166,322 75,471,754 9,394,759 .64,776,918 16,278,136
456,495,935
178,179,670 28,452,384 124,065,263
165,921,567 45,511,863 125,560,584
Schedules forming part of the Consolidated Profit & Loss Account

Schedule K OTHER EXPENSES Recruitment Expenses Advertisement Expenses Legal and Professional Charges Software Development Consultancy Consumption of Stores and Spares Travelling and Conveyance Printing and Stationery Electricity Expenses Marketing Expenses Warranty Expenses .< Provision for Doubtful Debts (net) Bad Debts Written off Less: Provision for Doubtful Debts Provision for Doubtful Deposits Auditors'. Remuneration: Statutory Audit* : Tax Audit Certification & Other Services etc. Remuneration to Directors: Salary ! Contribution to Provideint Fund and Other Funds Other Perquisites Commission ; Wealth Tax , Training Expenses Project Expenses : Rates and taxes Directors Fees ' Loss on sale of Fixed Assets,(net) Exchange Loss ; Corporate Charges Miscellaneous Expenses 24,890,385 9,563,488 85,040,764 138,212,941 7,106,542 862,714,843 9,194,138 242,839,716 38,446,555 60,282,708 146,831,005 146,831,005 148,974,876 148,974,876 31,638,400 844,047 103,784,431 491,938,716 7,420,598 1,076,482,074 13,431,207 234,445,857 61,032,313 12,945,837 132,716,414
1,954,703
Year Ended 31.03.20t0 Rs. Rs.
Year Ended 31.03.2009 Rs. Rs.
6,204,728 300,000 5,510^000 19,239;/66 776,750 874,425 1,000;000
12,014,728
5,326,666 300,000 4,920,000 13,288,931 1,252,117 769,030 1 ,000,000
10,546,666
21,890,941 792,723 23,573,169 80,758,652 35,702,442 24,000 129,716,272 42,774,257 220,771,106 2,849,545,086
16,310,078 842,356 11,113,458 96,175,809 1,969,359 34,000 2,784,521 63,770,126 206,666,371 3,372,337,290
Notes: , 1. Corporate,charges refer to expenses allocated by Aricent US Inc, a group Company for various services including accounting and finance, executive management, tax, treasury, legal, corporate marketing and insurance provided by Aricent US Inc., through its personnel 'at its office in USA. 2. * This includes Rs. 1,704,728 (Previous year Rs. 1,326,666) on account of audit fee of Subsidiaries. Schedule L FINANCIAL EXPENSES Interest on other than fixed loans Bank Charges Schedule M PROVISION FOR TAXATION Provision for Income Tax Minimum Alternative Tax Credit for the Year Provision for Fringe Benefits Tax Deferred Tax Charge/(Credit) (Including Prior Year Adjustments) Prior Year Tax Adjustments: 501,922,127 (128,352,303) 35,687,902 19,546,791 428,804,517 105,682,243 46,352,511 (46,171,784) 15,781,017 121,643,987 8,317,853 15,407,333 23,725,206 24,695,113 21,956,787 46,651,900
Aricerit Technologies (Holdings) Limited Notes to the Consolidated Financial Statements

Schedule N 1. Background Aricent Technologies (Holdings) Limited ('the Company') was incorporated in India on June 14, 2006 and commenced business on August 11, 2006. The Company was incorporated for the .purpose of promoting, establishing, forming, acquiring or investing in entities engaged in the business of designing, developing, marketing, distributing, sell ing etc of any software, hardware and programmes of all kinds and description and to the extent permissible undertaking the business itself. The Company is a widely held Company with 105,429,478 equity shares being held by Aricent Holdings Mauritius Limited, 23,476,578 equity shares being held by Aricent Holdings Mauritius India Limited and the balance 2,290,048 equity shares being held by others. The Company undertakes development of package software, providing software consulting services and other ancillary products and services, primarily for use in the telecommunications industry. The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2010. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES i) Basis of Accounting The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles in India, the accounting standards notified under the Companies Accounting Standards Rules, 2006 and the provisions of the Companies Act, 1956, as adopted consistently by the Company. The Company follows the mercantile system of accounting and recognises items of income and expenditure on an accrual basis. ii) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates. iii) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and all its subs/diaries, which are more than 50% owned or controlled. The financial statements of the Company and its majority owned/ controlled subsidiaries have been combined on a line by line basis by.adding together the book values of all items of assets, liabilities, incomes and expenses after eliminating all inter-company balances/transactions and resulting unrealized gain/loss. iv) Revenue Recognition Revenue from software development contracts priced on a time and material basis is recognised as services are performed on the basis of billable time spent by employees . working on the project, priced at the contracted rate. A provision is made for future warranty costs based on management's estimates of such future costs. v) Fixed Assets ~
In certain contracts the price at which the Company provides product development services includes royalties that would become receivable in the future upon successful sale of products by the customers of the Company. Such royalties are recognised only when such future sales occur. Revenue from software development on fixed price contracts is recognised on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract. Provision for anticipated loss is recognised where it is probable that the estimated contract costs are likely to exceed the total contract revenue. Revenue for claims related to change orders is recognised only in the period when approved by the customer. Revenue from sale of software user license/products with a conditional clause on acceptance but without any obligation for warranty, is recognised on acceptance of the software. Where such a sale also has an obligation for warranty, revenue is adjusted for the fair value of the warranty and recognised on acceptance of the software and the portion of revenue represented by the fair value of the warranty is recognised over the period of the warranty. Where the sale is not conditional on acceptance but has an obligation for the warranty, revenue is adjusted for the fair value of the warranty and recognised on delivery of the software and the portion of revenue represented by the fair value of the warranty is recognised over the period of the warranty. Costs incurred towards purchase of fixed assets contracted to be reimbursed by customers have been recognized as deferred revenue and capitalized as fixed assets to be depreciated over their useful lives or the contract period whichever is shorter. The deferred revenue has been recognised as revenue over the period of contract or the useful life of the fixed assets whichever is shorter. Revenue comprises of general and administration expenses, selling and marketing expenses, research and development expenses incurred for group companies and charged on a cost plus mark up basis as per the agreement and is recognised as and when these services are rendered. Revenue from lease rent, commission and interest on bank deposits is recognised on an accrual basis.
'.
Fixed assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation. The Company capitalizes the cost of equipment purchased for specific clients, which is reimbursed by clients over a period of project and does not capitalize equipment for which the client has borne the cost. vi) Depreciation Depreciation on fixed assets is provided on the straightline method over the estimated useful lives of the assets at rates which are equal to or higher than the rates specified in Schedule XIV to the Companies Act, 1956. The depreciation rates used by the Company are as follows:
ARICENT Notes to the Consolidated Financial Statements

Category of Fixid Assets Factory Building Plant & Machinery Computers , Others ' < 33.33 % 20.00 % Air Conditioners Motor Vehicles Rates of Depreciation , In accordance with Accounting Standard (AS)11 on the effects of changes in foreign exchange rates, operations of the subsidiaries, namely Aricent japan Ltd, Japan, Tenet Software Limited, UK and Aricent Technologies (Beijing) Limited, China have been classified as "Integral Foreign Operations". Accordingly, all monetary assets and liabilities are translated at the closing rate and non-monetary items are translated at the historical rate. Income and expenses are translated at the average rate prevailing during the year. The resulting exchange difference on translation has been charged to the profit and loss account. Operations of Aricent Communications US Inc and Aricent UK Limited have been classified as "Non-Integral Foreign Operations". Accordingly, all assets and liabilities are translated at the closing rate and income and expenses are translated at the average rate prevailing during the year. The resulting exchange differences on translation have been recorded in a separate account called 'Foreign Exchange Translation Reserve' and disclosed under Reserves & Surplus. x) Financial Instruments The Company uses financial instruments, including forward contracts and options, to manage its foreign currency exposures. These options and contracts are used as hedging instruments whose change in fair value is recognized to act as an economic hedge against changes in the value of the hedged item. Options and contracts have been recorded in the Balance Sheet at fair value in current assets. The fair value is based upon either market quotes for actively traded instruments or independent bids for non exchange traded instruments and changes in fair value are recognized in the profit and loss statement. xi) Retirement Benefits In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both the Company and the employee contribute monthly at a determined rate (currently 12% of employee's basic salary). These contributions are made to a fund set up by the Company and administered by a board of trustees. The Company has no liability for future provident fund benefits other than its monthly contribution, shortfall in interest earned and any losses incurred by the trust on investment, and recognises such contribution as an expense in the year incurred. The Guidance Note on implementing (Accounting Standard 15), Employee Benefits issued by the Accounting Standards Board (ASB) provides that provident funds which require employers to meet the interest shortfall are in effect defined benefit plans. The Company's actuary has informed the Company that it is currently not practicable to actuarially determine the interest shortfall obligation. The computation of liability and disclosure in accordance with the provisions of Accounting Standard 15 cannot be implemented due to the inability on the part of the actuary to measure it. Benefits payable to eligible employees of the Company with respect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment of an amount equivalent to
3.34 %
14.29 %
33,33 % 20.00 % 20.00 % 33.33 %
Furniture & Fixtures Office Equipment' Software
Depreciation on additions to fixed assets ts provided on a pro-rata basis, from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for upto the date of sale, deduction and discardment as the case may be. All assets costing Rs.5,000 or below are depreciated in full by way of a one-time depreciation charge. Cost of equipments purchased for specific clients are depreciated over the useful lives or the contract period, whichever is shorter. Leasehold improvements are amortised over the period of the lease, including, the optional period of lease. vii) Leases Lease rentals are expensed with reference to lease terms. viii) Impairment of Assets Whenever events indicate that assets may be impaired, the assets are subjected to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from their ultimate disposal and in case of goodwill, the recoverable amount is determined by using a combination of valuation techniques including discounted cash flow. A provision for an impairment loss is recognised where i( is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset. Goodwill arisen on amalgamation is not amortised and tested, for impairment at each balance, sheet date in accordance with generally accepted accounting principles in India. :i ix) Foreign Currency Transactions Transactions denominated in foreign currencies with respect to purchase of fixed assets are recorded at the exchange rates prevailing on the date of the purchase order and all other transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the dates of the transactions. The financial statements of foreign branches of the Company are translated and recorded by the Company. Monetary items denominated in foreign currencies at the year-end are translated at the exchange rates prevailing, on the date of the Balance Sheet. Non-monetary items denominated in foreign currencies are carried at cost. Any income or expense on account of exchange differences either on settlement of the contract or on translation of the unmatured foreign currency contracts at marked to market rate prevailing as af:the Balance Sheet date is recognized in the Profit and Loss Account.
Aricent Technologies (Holdings) Limited Notes to the Consolidated Financial Statements

15 days basic salary for each completed year of service. Vesting occurs upon completion of one to five years of service. The Company contributes all the ascertained liabilities to a fund set up by the Company and administered by a board of trustees. The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The resultant actuarial gain or loss on , change in present value of the defined benefit obligation or change in return of the plan assets is recognised as an income or expense in the Profit and Loss Account. The expected return on plan assets is based on the assumed rate of return of such assets. Leave encashment benefits payable to employees with respect to accumulated leaves outstanding at the year end are accounted for on the basis of the actuarial valuatipn at the balance sheet date. The Company maintains a defined benefit pension plan in respect of employees transferred from Lucent Technologies GmbH ('Lucent') in terms of an agreement executed on February 18, 2003 whereby certain pension benefit obligations were transferred to the Company. The annual contribution to the plan is based on an actuarial valuation and is charged to the Profit & Loss Account. xii) Income Taxes Income taxes consist of current taxes and changes in deferred tax liabilities and assets. Income taxes are accounted for on the basis of taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the financial statements. . Deferred tax assets or liabilities in respect of timing differences which originate during the tax holiday period but reverse after the tax holiday are recognised in the year in which the timing differences originate if they result in taxable amounts. Deferred tax assets or liabilities are established at the substantially enacted tax rates. Changes in the substantially enacted rates are recognised in the period of enactment. * Deferred tax assets are recognised only if there is a reasonable/virtual certainty that they will be realised and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. Minimum alternative tax payable under the provisions of the Income Tax Act, 1961 is recognised as an asset in the year in which credit becomes eligible and is set off in the year in which the Company becomes liable to pay income taxes at the enacted tax rates as indicated in the Act. xiii) Earnings per Share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. xiv) Material Events
Material events occurring after the Balance Sheet date are taken into cognisance. 3. Commitments and Contingencies a) ' b) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs.40,973,000 (Previous year Rs.56,815,000). Income Tax & Other Claims disputed by the Company
As at 31.03.2010
(Rs.)
As at 31.03.2009
(Rs.)
Income tax matters Customs duty Sales tax matters Others
7,021,698
8,128,815
8,058,541 8,128,815 12,255,384
24,461,654 5,419,608
5,419,608
All the above matters are subject to legal proceedings in the ordinary course of business. In the opinion of management the legal proceedings, when ultimately concluded, will not have an adverse effect on results of operations or financial position of the Company. The Company has received a show cause notice for the assessment year 2002-03 seeking explanation as to why gratuity and deduction under section 10B of the Income Tax Act, 1961 (Act) should not be disallowed. The Company has filed a writ petition and obtained a stay with High Court of Delhi for the show cause notice stating that the same is time barred. Further, the Company has taken legal opinion with respect to deduction under section 10B of the Act and based on legal opinion and judicial precedents, the management is of the view that show cause notice is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account.
d)
The Company has received a demand notice under Section 143(3) of the Income Tax Act,1961 (Act) for the assessment-year 2005-06 disallowing the training expenses of Rs.25,218,916 and set off of loss of one unit from another of Rs.13,424,747. The Company has filed an appeal with Commissioner of Income Taxes (Appeals). Further, the Company has taken legal opinion with respect to set off of loss of one unit from another unit and judicial precedents, the management is of the view that addition in the order are not legally tenable and likely to be deleted, accordingly, no provision has been made in the books of accounts for the same. The Company has received a Transfer Pricing assessment order under section 92CA (3) of the Income Tax Act, 1961, (Act) for the assessment year 2006-07. The assessing officer has considered the incentive of Rs. 106,608,194 paid by Flextronics International, USA to the employees of Indian company as an income of the Company and has increased the taxable income of the Company by Rs. 29,796,990. The Company has also received a draft order under section 143(3)of the Income Tax Act, 1961 disallowing deduction under section 10B and considered training expenses of Rs. 1,939,452 to be capital in nature. The Company has filed an appeal with the Dispute Resolution Panel against the draft order. Based on legal opinion and judicial precedents, the management is of the view that the addition in the
e)
ARICENT Notes to the Consolidated Financial Statements

order is not legally tenable and likely to be deleted, and accordingly, no provision has been made in the books of account. ; f) The Company has .received an order under section 263 for the assessment year 2005-06 disallowing deduction under section 10B of the Income Tax Act, 1961 (Act). The Company has filed an appeal with Income Tax Appellate Tribunal. Further, the Company has taken legal opinion with respect to deduction under section 10B of the Act and based on legal opinion and judicial precedents, the management is, of the view that the addition in the order is not legallyjtenable and likely to be deleted, and accordingly, no provision has been made in the books of account. The Company has received an order under section 143(3) of the Income Tax Act;' 1961, (Act) for assessment year 200708 for erstwhile Kappa Investments Limited [now called as Aricent Technologies (Holdings) Limited] disallowing total expenses of Rs. 30,218,433 considering the same as not related to business activities of the Company. Based on legal opinion and judicial precedents, the management is of the view that the addition in the order is not legally tenable and likely ,to be deleted, and accordingly, no provision has been made in the books of account. The Company had executed an agreement dated May 19, 2003 with Rani Rasamani Constructions Private Limited ('land,owner') and, Millennia Realtors Private Limited ('Developer') for development, lease and eventually sale of the Bangalore facility at the option of the Company to purchase, constructed over 6.20 acres of land. The Company had taken possession of the premises in November 2003 but no rent had been paid as the lease agreement had not been executed due to a dispute between the land owner and; the Developer. In July 2005 the Developer filed a suit against the Company in the City Civil Court, Bangalore, Karnataka for recovery of rent, interest, damages etc. aggregating Rs.45,196,169 for wrongful occupation of the premises and delivery of physical vacant possession of the premises, which was disputed by the Company and in September 2005 the Company had filed its written statement in reply to the said petition. In February 2006 the Developer filed a new application with the City Civil Court, Bangalore, Karnataka requesting for a partial decree for recovery of Rs.20,500,000 towards rent of the premises for the period starting from November 2003 upto January 31, 2006. The Company deposited Rs.23,335,352 with the City Civil Court, Bangalore, Karnataka towards rent and security deposit due to the Developer for the period November 15, 2003 to June 2007. The Company has also paid Rs.9,181,041 to the land owner towards rent and security deposit for the period upto May 31, 2008 but cheques aggregating to Rs. 9,181,041 have not been encashed by the land owner. \ i The Company also paid Rs.1,062,640 on October 19, 2006 and Rs.5,445,216 on November 2, 2006 respectively to the land owner and Developer in the ratio of 27:73 for enforcement of its right to purchase the Bangalore facility in terms of the agreement. In February 2007 the Company filed a specific performance suit against the Developer and land owner directing them to execute the registered sale deed of the Bangalore facility in favour of the Company with expression of its ability and willingness to pay the sale consideration for the same. On December 15,2007 the Court passed an order directing the Company to deposit the sale consideration in the court subject to the condition that the deposit will not affect the merits of the case. On January 23, 2008 the Company filed an application seeking a modification or recall of the order unless a date is set for an early hearing within one year. Both the Developer and the land owner have filed their written objections to the said application. As at March 31, 2010 the Company has accrued rent and other expenses payable to the Developer and land owner aggregating Rs.59,300,548. Pending disposal of the suit, any additional amount payable by the Company is currently not ascertainable. Outstanding forward contracts in respect of foreign currency as on March 31, 201*0 amount to US $.44,410,000, 4,600,000 and1,500,000 equivalenttoRs.2,389,132,600 (Previous year Rs. 2,366,518,000) . .As of the Balance Sheet date, the Company's net foreign currency exposure that is not hedged by a derivative instrument or otherwise is Rs. 738,381,896 (Previous year Rs. 836,968,141). Warranties The Company warrants that its software products and services will perform in all material respects in accordance with the Company's standard specifications in effect at the time of delivery of the software/licensed products or on completion of services for the warranty period. Accordingly based on management estimates for specific warranties, claims and claim history, the Company provides for warranty claims. The movement in the provision for warranty costs is as follows: Year ended 31.03.2010 Rs. Opening Balance Add: During the year Less: Provisions written back during the year Closing Balance Capital Reduction The Company in its board meeting dated September 1 6, 2009 passed a resolution to reduce its capital in accordance with the provisions of Section 100 to 103 of the Companies Act, 1956 to write down goodwill that arose during restructuring in the past on amalgamation of the subsidiaries. The above scheme of reduction was approved by the Shareholders in an extra ordinary general meeting held on October 13, 2009 and approved by the Hon'ble High Court of Delhi, New Delhi during the year. The order of the Hon'ble High Court has been registered by Registrar of Companies on January 21, 2010. Accordingly, the Capital Redemption Reserve Account and Securities Premium Account of the Company have been reduced by Rs. 3,587,630,000 and Rs. 8,889,333,558 respectively and the total amount of Rs. 12,476,963,558 has been utilized for writing down Goodwill. 44,403,831 Year ended 31.03.2009 Rs. j 31,457,994 12,945,837 _ 44,403,831
g)
h)
4,298,736 40,105,095
5.
Dissolution of Subsidiary On June 16, 2009, Tenet Software Limited, UK a wholly owned subsidiary of the Company was dissolved.
AricentTechnologies (Holdings) Limited Notes to the Consolidated Financial Statements

6. Goodwill Impairment During the year ended March 31, 2010, the Company has assessed the recoverable amount of goodwill based on internal assessment of its ongoing business performance and its growth prospects in future including the prevailing economic environment. Based on the same, the Company believes that the carrying value of the goodwill is appropriate and recoverable. 7. Segment Reporting The Company develops software products and provides software consulting services for use in the telecommunications industry. The disclosure requirements of Accounting Standard 17 regarding primary segment reporting are accordingly not applicable. As the Company also exports its products and services, the secondary segment for the Company is based on the location of its customers. 8. Earnings per Share
Information on the geographic segment is as follows:
Year ended 31.03.2010

Domestic Americas Europe Rest of the World
Year ended 31.03.2009
369,598,776
2 , 4 1 7 , 6 4 8 , 2 7 1 6,339,553,078 3,870,915,578 12,997,715,703
366,004,889
3,432,164,589 5,739,309,902 3,657,827,001 13,195,306,381
Total
Information on operating income, net income, assets and liabilities has not been provided by location of customers as such information is not realistically allocable and identifiable.
The computation of earnings per share and the reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share are as follows:
As at 31.03.2010
a) b) c) d) e) Profit after Taxzition (Rs.) Basic earnings per equity share - weighted average number of equity shares outstanding Effect of dilutive potential equity share equivalents* Dilutive earnings per equity share - weighted average number of equity shares and potential equity share equivalents outstanding Nominal Value of Equity Shares (Rs.)
As at 31.03.2009
2,331,723,100
131,196,104
199,337,453 131,196,104
10
17.77 17.77
10
f) Basic Earnings per Share (Rs.) g) Diluted Earnings per Share (Rs.)
1.52 1.52
*. The preference shares are converted into equity share at the option of the Company or holder of the same after the expiry of one month from the date of issue but before the expiry of 20 years at the price to be determined as per the regulatory provision i.e. fair value at the time of such exercise, hence, the preference shares have not been considered dilutive. 9. Related Party Transactions In the normal course of business, the Company enters into transactions with affiliated companies, its ultimate holding company and key management personnel. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 is as follows: a) b) Holding Company Enterprise having substantial interest in the Company Fellow subsidiaries and other companies which does not exercise control or significant influence over the Company Aricent Holdings Mauritius Ltd Aricent Inc., Cayman Islands Aricent Holdings, Cayman Islands Aricent Technologies, Cayman Islands Aricent Holdings Mauritius India Ltd Aricent Technologies Mauritius Ltd Aricent South Africa (Pty) Ltd Aricent Holdings Cyprus Ltd Aricent US Inc. Frog Design Sri, Italy Aricent Technologies UK Ltd Aricent Mexico, S de RL de CVfupto August 18, 2009) Aricent Technologies US Inc Frog Design Inc Datalinx Corporation, New York Aricent Communications Private Limited Frog Design BV Aricent Holdings Luxembourg S.a.r.l. Ajay Gupta Sanjeev Kumar Handa
c)
d)
Whole Time Directors of the Company
Notes to the Consolidated Financial Statements

Transactions with related parties are as under: :Year ended 31.03.2010 Year ended 31.03.2009
Rs.
a) Revenue ; . ; : . , Fellow subsidiaries^ and other companies which does not exercise control or significant Influence over the Company Sale- Software related Services -' AricentjCpmmunications Private Limited Aricent,South Africa (Ply) Ltd Aricent Technologies UK Ltd Datalinx Corporation, New York Frog Design tm:...
:
969,683 2,534,067 12,087,327 4,342,272 12,897,124 6,758,778 653,586 2,700,616,365 515,047,540 6,182,209 ,
:
.
:
3,370,791
Sale - Software Services , 58,898,030 82,154,855 2,177,300,447 1,277,638 9,096 8,393,502

:
Aricent Technologies US Inc AricenfTechnologies Mauritius Ltd Aricent Holding Luxemburg S.a.r.l Datalinx Corporation, New York Aricent Communications Private Limited Aricent Holdings Cyprus Limited Aricent South Africa (Pty) Ltd Aricent Technologies UK Ltd Aricent Technologies US Inc Aricent Holdings Cyprus Limited
:
4,800,226:
1,057,618 2,239,010 174,910,936 20,899,696
'-
Sale - Products
Sale - Royalty Aricent Technologies Mauritius Ltd Sale of Intellectual Property Rights - Aricent Holdings Luxemburg S.a.r.l c) Expenses Fellow subsidiaries and other companies which does not exercise control or significant influence over the Company . Project Expenses ., Frog Design Inc Aricent Techncilogies Mauritius Ltd: Frog Design BV Aricent Technologies UK Ltd Aricent US lnc: Frog Design Sri, Italy Aricent Technologies US Inc Datalinx Corporation, New York Frog Design Inc Aricent Technologies UK Ltd
: :
..
, ,/
142,336,724
b) Other Income 109,602,819
'
4,558,158 4,349,153 3,134,796 11,959,836
1,543,911 14,58,0,904
10,470,414
2,630,763 883,832
Software Development Consultancy

:
" ' '"'
14,693,497 18,593,628 3,319,477 64,831,849 '
33,916,869 4,675,204 4,531,053 18,795,329 392,220,503
Aricent Technologies Mauritius Ltd "
. Reimbursement of Expenses Salaries & Wages : Aricent South Africa (Pty) Ltd Frog Design Inc . ' "
: ;
. 10,485,211 5,593,614 2,249,993. 3,802,357
Aricent Technologies Mauritius Ltd : - '. .
Travel Expenses
Aricent Technologies Mauritius Ltd Aricent US Inc. Aricent South Africa (Pty) Ltd '
907,565 630,787
1',252,528 106,767

^
Year ended 31.03.2010 Rs. .
'
'
" |.V '"
31.03.2009
Marketing & Advertisement Expenses - Aricent US Inc Communication Expenses - Aricent US Inc - Aricent Technologies UK Ltd - Aricent South Africa (Pty) Ltd Legal and Professional Expenses - Aricent US Inc - Datalinx Corporation, New York Facility Rental - Aricent US Inc Insurance - Aricent US Inc - Aricent Technologies Mauritius Ltd - Aricent Technologies UK Ltd Staff Welfare Expenses - Aricent Technologies UK Ltd Corporate Charges - Aricent US Inc Repairs & Maintenance ' - Aricent US Inc . _ Aricent Technologies Mauritius Ltd .
924,030 14,895 6,510 78,497
6,464,400
-
"
12,179,797 22,307 . ' . 1;777,2>5 835,946 17,013,556

.
23,442,210
.
. ,
.4,711,926 24,362,949
366,103
-
1,367,783 '42,774,257 .. ' . . . . ' . . 8,112,535 90,227 528,470 46,665 178,277
63,770,126 5,217,227
_
Training - Aricent US Inc ' Miscellaneous Expenses - ' Datalinx Corporation, New York - Aricent US Inc. Enterprise having substantial interest in the Company Loan Restructuring Fee - Aricent Technologies Cayman Islands d) Others Fellow subsidiaries and other companies which does not exercise control or significant influence over the Company Security Deposits (Reimbursement) - Aricent US Inc. Provision for Doubtful Debts - Aricent South Africa (Pty) Ltd e) Purchase oi Assets (Reimbursement) Fellow subsidiaries and other companies which does not exercise control o significant influence over the Company ~ Aricent US Inc ' ...:.., - Aricent Mexico, S de RL de CV - Aricent Communication Pvt. Ltd. ' f) Redemption of Preference Shares ; Holding Company g) Whole Time Directors . Managerial Remuneration Balance outstanding as at year end , h) Balance outstanding as at the year end Payables Fe//ow subs/diaries and other companies which does not exerc/se control <>r significant influence over the Company - Frog Design tnc
108,956
_ '
6,440,250
236,619
* 3,856,208 19,230,070
58,213,38? 5,036,97! 2,154,000,00 D 20,890,94 ! 7,049,30 0
32,460,983 33,487,437
1,619,830,000 15,310,078 1,275,868
11,440,80 5
28,395,248
ARICENT' Notes to the Consolidated ^Financial Statements

Year ended 31.03.2010 Year ended 31.03.2009
Rs.
- Aricent'Technotogies US Inc . - - Aricent'Technologies Mauritius Ltd ' - Dataiinx Corporation, New York -. - Aricent Technologies UK Ltd : ' - Aricent'south Africa (Pty) Ltd - Frog Design Sri; Italy - Aricent Mexico, S de RL de CV - Aricent US Inc ' . - Frog Design BV , - Aricent Communications Private Limited Enterprise haying substantial interest in the Company - Aricent Technologies Cayman Islands Balance outstanding as at the year .end . ; 38,759,344 97,795,913 7,378,157 10,501,596 6,302,899
Rs.
62,752,215
15,188,166 8,434,223 124,559,996 2,249,994' -. 817,549 33,487,437 151,097,343
147,303,450 3,026,979 6,253,405 7,658,821
8,638,661
Receivables ' '" Fellow,subsidiaries and other companies which;does not exercise control or significant influence over the Company - Aricent South Africa (Pty) Ltd . . . , - .Frog Design Inc . - Aricent Technologies US Inc ' . - Aricent Technologies Mauritius Ltd - Aricent Luxembourg S.a.r.i , - Datalinx Corporation, New York - Aricent Technologies UK Ltd - Aricent US Inc : - .Aricent Holdings Cyprus Limited. - Aricent Communications Private Limited Enterprise haying substantial interest in the Company - Aricent Technologies Cayman Islands
TO. Leases
7,276,033 4,797,083 1,744,515,301 134,462,650 12,912,911 52,785,373 74,072,489 405,161 990,228 7,658,821
19,055,304 31,459,099 241,311,034 1,018,229,634 16,098,683 49,953,396 41,746,695 15,918,454 1,171,164 5,757,558
'
'
; <, '-
."
'
The Company has leased a' part of its premises to a third party under a lease agreement that qualifies as an operating lease. Rental income for their operating fease is Rs. 3,597,258 (Previous year Rs.3,597,288). The Company is a lessee under various operating leases. Rental expense for operating leases are Rs.472,535,399 (Previous year Rs.456,495,935). Expected-future minimum commitments for non-cancelable leases are as follows: Year ended 31.03.2010
Rs.
Year ended 3 1.03.2009
H
wt
2010
2011 2012
-f
"
'
'
(
; , f
" .
180,251,784 83,567,892 - ' 9,502,688
93,903,884 18,516,853
11. Micro, Small and Medium Enterprises
The information required to be disclosed under the Micro, Small and Medium enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. There are no over dues to parties on account of principal amount and / or interest and accordingly, no additional disclosures have been made.
12. Employee Provident Fund ,
The Company makes contribution towards the employees' Provident Fund Scheme. Under the rules of this scheme, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 126,514,403 (Previous year Rs. 117,890,927) as expense towards contributions to this plan. The total plan liabilities under the Aricent Employees Provident Fund Trust as at March 31, 2010 amounts to Rs. 1,637,282,204 (Previous year Rs.1,346,418,260) as against total plan assets of Rs. 1,665,942,604 (Previous year Rs.1,372,835,147). The funds of the Trust have been invested under variousjsecurities as prescribed under the rules of the Trust.

Defined Benefit Obligation The components of the Gratuity Plan and Pension Plan benefit obligations are shown below: Gratu tyiplan as at Gratuity [plan as at 31.03.2010 . 31.03.2009 Rs. ' Rs. 215,270,877 74,299,023 16,171,504 (33,324,319) 3,214,539
: ' . - . . ' . . .' Balance as at the beginning of the year Service Cost Interest Cost Benefits Paid Transfer of Employee's Liability received from Aricent Communications Pvt Ltd Exchange (Gain) / Loss Actuarial (Gain)/Loss Balance as at the end of the year Fair value of plan assets Balance as at the beginning of the year Expected return on plan assets Contributions Benefits Paid Actuarial (Gain)/Loss Balance as at the end of the year
Pension Plan asât . 31.03.2010 Rs. 100,213,164 3,164,788 5,723,977 (540,457)

-
Pension Plan as. at 31.03.2009 Rs. ' ' 84,787,316 3,468,156 5,006,132
-
205,043,948 39,372,501 ; 14,459,656
, . (49,549,720)
.. '
(12,225,290) 5;944,492 ' . 215,270;877 : 10,857,248 107,193,430
63,31,320 620,240 100,213,164
2,989,712 278,621,336
322,185 21,716 33,300,000 (33,324,319) 179,043 498,625 ; " ;' :
378,000 14,721 "49,208,563 (49,549,720) 270,621 .322,185

'
' ''
_ -
The Reconciliation of the present value of obligations and the fair value of plan assets to the assets and liabilities:
Gratuity 'Plan as at Gratuity Plan as at 31J03.2010 31.03.2009 1 Rs. Rs. ^ H Fair value of plan assets as at the end of the 498,625 322,185 year* Present value of defined benefit obligations as at end of the year Liability recognised in the balance sheet as at the end of the year .,.,'.' 278,621,336 278,122,711 ' ' ; 215,270,877 214,948,692
Pension Plan as at 31.03.2010 Rs.

' -'
Pension Plan as at 31.03.2009 Rs.

-
107,193,430 107,193,430
100,213,164 100,213,164
*100 % of the plan assets are invested in bank balances. The net gratuity and pension cost for the below mentioned years is as follows: Gratuity Plan as at ' Gratuity Plan as at 31.0312010 31.03J2009
Rs-:
Pension Plan as at '31.03.2010

.
Rs.
Pension Plan as at 31.03.2009

Rs.
Hi.
Service Cost Interest Cost' Expected return on plan assets Net Actuarial (Gain) / Loss Net Gratuity Cost Actuarial Assumptions Discounting rate Future salary increase
74,299,023 16,171,504 (21,716) 2,810,668 93,259,479

8.00 % 5.00 %
: ;"
39,372,501 14,459,656 '-. (14,721) : 5,673,871 59,491,307

'
8.00 %.
3,164,788 5,723,977 10;857,248 19,746,013

4.80% 2.50%
3,468,156 5,006,132 _ 620,240 9,094,528

5.75 % 2.50 %
5.00 %
fJotes to the Consolidated Financial Statements

Detail of present value of I he defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experience adjustments of pension plan:Year ended 31.03.10 Rs. . 278,621)336 498,625 278,122,711 2,989,712 179,043 Year ended 31.03.09 , Rs. ; 215,270,877 - 322,185. 214,948,692 5,944,492 ; 270,621 Year ended 31.03.08 Rs. 205,043,948 378,000 204,665,948 7,336,365 296,991
'
Present vafue of defined benefit obligation , . Fair value of the plan assets . :: Deficit - ,'' Experience adjustments on plan -liabilities Experience adjustments' on plan assets
Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experience adjustments of pension plan:-
Year ended 3T.03.10

Rs.
Year ended 31.03.09

,
Rs.
,
.
Year ended 3T.03.08

Rs.
1
1
Present value of defined benefit obligation Fair value of the plan assets Deficit ; ' Experience adjustments on plan liabilities Experience adjustments on plan assets
107,193,430
' , - 107,193,430 10,857,248 : -
100,213,164 100,213,164 620,240
84,787,316 84,787,316 (16,754,470) ' .
'
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. 13. Income Taxes ;
In accordance with Accounting Standard 22 on Accounting for Taxes on -Income the deferred tax charge of Rs. 35,687,902 (Previous year deferred tax credit of Rs. 46,171,784) has been recognised in the profit and loss account. The tax effect of significant timing differences as of March 31, 2010 that reverses after the tax holiday gave rise to the following net deferred tax assets as at March 31, 2010.
',
As at 31. 03.2010 Rs. 98,437,811 28,964,053 27,708,204 92,401,988 -
As at 31.03.2009 ^^^^l^^^n^H
Deferred tax Assets Depreciation . : Leave Encashment : .Provision for Bad Debts : Software Development Costs Gratuity ' U nabsorbed - Depreciation Unrealised Loss / (Gain) on Options Carry Forward losses ' " ' - .:"' Other accruals ~; Net Deferred Tax Assets .
, -
72,616,776 27,534,820 57,770,348 21,674,221 74,294,779 j 14,736,377
" '. -.
7,863,428 : ' ' ' 16,705,231 272,080,715
19,337,356 19,803,940 307,768,617'
The deferred tax asset is recognized on the basis of the future taxable profits, against which it will be realized. 14. Reclassification Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to the current year's groupings and classifications. For and on behalf of the Board of Directors
SdlSanjeev Kumar Handa Whole Time Director SdlA. Shankar Company Secretary SdlAmal Ganguli Director
New Delhi July 21, 2010
Consolidated Statement of Cash Ffiows for the Year ended March 31, 2010
Schedule A. CASH FLOW FROM OPERATING ACTIVITIES Net Income before tax Adjusted for: Depreciation Impairment (Profit)/Loss on sale of fixed assets Interest Income Interest Expense Unrealised Exchange Loss/(Gain) Foreign Exchange Translation Reserve arising on consolidation Provision for Doubtful Debts Provision for Doubtful Deposits Operating profit before working capital changes Adjusted for: Accounts Receivable Loans and Advances Other Current Assets Current Liabilities and Provisions Cash generated from Operations Income Taxes paid Income Tax Refund NET CASH FROM OPERATING ACTIVITIES B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Fixed Assets Proceeds from sale of Fixed Assets Interest Received NET CASH (USED IN) INVESTING ACTIVITIES C. CASH FLOWS FROM FINANCING ACTIVITIES Movement in short term borrowings Interest Paid Redemption of Preference Shares NET CASH (USED IN) FINANCING ACTIVITIES Effect of Exchange Differences on translation of foreign currency deposits Net (Decrease)/ Increase in Cash & Cash Equivalents (A+ B + C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year Notes on Accounts As per our report of even date For DELOITTE HASKINS & SELLS Chartered Accountants Sdl(Vijay Agarwal) Partner For and on behalf of the Board of Directors Sdf- ' ' Sanjeev Kumar Handa Whole Time Director SdlA. Shankar Company Secretary SdlAmal Ganguli Director
F
Year ended 31.03.2010 ' Rs^ 2,760,527,617 456,510,007
Year ended 31.03.2009 ' Rs". 320,981,440 401,927,010 2,344,485,225 2,784,521 (4,072,709) 24,695,113 (70,570,550) 11,220,150 132,716,414 1,954,703 3,166,121,317 (904,439,865) 14,662,864 230,249,327 224,197,398 2,730,791,041 (371,159,328) 3,312,646 2,362,944,359 (426,141,017) 4,255,209 4,282,960 (417,602,848) (253,630,000) (24,695,113) (1,619,830,000) (1,898,155,113) 70,570,550 47,186,398 548,043,648 665,800,596
(686,739) (2,404,502) 8,317,853 21,092,566 . (10,963,539) 60,282,708 .
3,292,675,971 (452,070,407) (385,214,279) 182,418,265 474,743,595 3,112,553,145 (504,767,910) 5,741,774 2,613,527,009 (441,941,272) 3,060,565 2,260,506 (436,620,201) (305,880,000) (8,317,853) (2,154,000,000) (2,468,197,853), (21,092,566) (291,291,045) 665,800,596 353,416,985
ARICENT information pertaining to Subsidiaries DETAILS OF SUBSIDIARIES PURSUANT TO THE APPROVAL GRANTED BY CENTRAL GOVERNMENT UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956, FOR THE YEAR ENDED MARCH 31, 2010
Your Company has four subsidiaries viz. (i) Aricent Japan Limited, Japan (ii) Aricent UK Limited, UK (iii) Aricent Communications US Inc., USA and (iv) Aricent Technologies (Beijing) Limited, China. As per Section 212 of the Companies Act, 1956, your Company is required to attach to its annual accounts, the balance sheet, profit and loss account, directors' report, auditors' report etc. of its subsidiaries. Accordingly, your Companyapplied to the Central Government for an exemption from such attachments as it presents the audited consolidated financial accounts of the Company and its subsidiaries in the Annual Report. Your Company believes that the consolidated accounts present a complete, true and fair view of the state of affairs of the Company and its subsidiaries. The Central Government vide its letter no. 47/524/2010-CL-II! dated June 10, 2010, has granted exemption to the Company from complying with the requirements of Section 212 (1) with respect to the above mentioned four subsidiaries. Accordingly, the annual report of your Company contains the audited consolidated financial statements of the Company and its subsidiaries but does not contain the financial statements of these subsidiaries.. 1. Pursuant to the terms_of the above mentioned approval, a statement containing the information in aggregate for each subsidiary of the Company is provided as under: Particulars i Aricent japan Limited, Japan Details of Subsidiary Companies Aricent Technologies (Beijing) Limited, China
1.
Name of the Subsidiary
Aricent UK Limited, Aricent UK Communications US Inc., USA 150,000 ordinary shares amounting toRs. 10,210,500
2. Share Capital
800 shaies amounting to Rs. 19,200,000
5,000,000 common Contribution to stock amounting to registered capital amounting to Rs. 90,280,000 Rs.98,943,933 Rs. (9,651,113) Rs. (62,843,207)
3.
Reserves / P & L Account + /{-}
Rs. (24,441,528)
Rs. 35,578,079
4. Total Assets 5. Total, Liabilities 6.

Details of Investment(s)
Rs.47,382,322 Rs.47,382,322
Nil
Rs. 45,788,579 Rs. 45,788,579

Nil
Rs. 88,491,328 Rs. 88,491,328

Nil
Rs. 109,829,507 Rs. 109,829,507

Nil
7. Turnover 8. Profit / (Loss). before taxation 9. Provision for taxation

10. Profit / (Loss) after-taxation 11. Proposed Dividend
Rs. 284,426,976 Rs. (946,610) Rs. 9,073,536 Rs. (10,020,146)

Nil
Rs. 7,967,253 Rs. 1,275,632

Nil .
Rs. 25,639,385 Rs. (199,519) Rs. 10,314,039 Rs. (10,513,558)

Nil
Rs. 106,353,685 Rs. (10,479,823)

Nil
Rs. 1,275,632
Nil
Rs. (10,479,823)
Nil
2.
Consolidated accounts'of the Company for the year ended March 31, 2010, include the accounts of the above mentioned subsidiaries and the exchange rate taken for converting the foreign currency into Indian rupee equivalent is as follows: 1 Japanese Yen 1 GB Pound 1 US Dollar
Re. 0.48
Rs. 68.07 '

Rs. 45.14 Rs. 6.61
1 RMB
3.
The annual accounts and other related information of these subsidiary companies are available to company's investors seeking such information during the business hours at the Company's registered office. Further, the annual accounts of these subsidiary companies are also kept for inspection by any investor of the Company during the business hours at the Company's registered office. Tenet Software Limited, UK a subsidiary of the Company was dissolved on June 16,2009 and approval under Sec 212(8) of the Companies Act, 1956 granting exemption to the Company from complying with the requirements of Sec 212(1) with respect to the same was not : sought.
4.
NOTICE is hereby given tha,t the fourth Annual General Meeting of the Members of Aricent Technologies (Holdings) Limited will be held on Friday, September 10, 2010, at 11.00 a.m., at Sri Sathya Sai International Centre, Lodhi Road, Institutional Area, Pragati Vihar, New Delhi - 110 003, to transact the following business: Ordinary Business 1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2010 and the Profit & Loss Account for the year ended on that date together with Reports of Directors and Auditors thereon. To consider and if thought fit to pass with or without modification, the following Ordinary Resolution: "RESOLVED THAT the audited Balance Sheet as at March 31, 2010 and Profit and Loss Account for the period from April 1, 2009 to March 31, 2010 together with the schedules attached thereto, and the Directors' Report and the Auditors' Report thereon be and are hereby received, approved and adopted." "RESOLVED FURTHER THAT Mr. A. Shankar, Company Secretary, is authorized to make all the necessary filings with the Registrar of Companies in this regard." 2. To appoint a Director in place of Mr. Ajay Gupta, who retires by' rotation and, being eligible, seeks re-appointment. To consider and if thought fit to pass with or without modification, the following Ordinary Resolution: "RESOLVED THAT the retiring Director of the Company, Mr. Ajay Gupta, be and is hereby rerappointed as Director of the Company to hold office in accordance with the Articles of Association of the Company." 3. To appoint a Director in place of Mr. Sanjeev Kumar Handa, who retires by rotation and, being eligible, seeks re-appointment. To consider and if thought fit to pass with or without modification, the following Ordinary Resolution: "RESOLVED THAT the retiring Director of,the Company, Mr. Sanjeev Kumar Handa, be and is hereby re-appointed as Director of the Company to hold office in accordance with the Articles of Association of the Company." 4. To appoint Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. M/s. Deloitte Haskins & Sells, retiring Auditors of the Company, are eligible for re-appointment. To consider and if thought fit to pass with or without modification, the following Ordinary Resolution: "RESOLVED THAT the retiring Auditors of the Company, M/s. Deloitte Haskins & Sells, be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors." Special Business 5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT Mir. C P Murali, who was appointed by the Board of Directors as Additional Director of the Company and who holds office under Section 260 of the Companies Act, 1956, up to the date of this Annual General Meeting and in respect of whom the Company has received a notice from a member under Section 257 of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation". "RESOLVED FURTHER THAT pursuant to the provisions of Sections 198, 269 read with Schedule XIII, 309 and all other applicable provisions, if any, of the Companies Act, 1956 (including any 6. 7. 2. 1.
statutory modifications or re-enactment(s) thereof, for the time being in force), the Company hereby accords its consent and approval to the appointment of Mr. C P Murali, as Whole Time Director of the Company for a period of five years, with effect from July 21, 2010, on the terms and conditions including remuneration as set out in the Annexure forming part of the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors to alter and vary the terms and conditions and/ or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof." "RESOLVED FURTHER THAT Mr. C P Murali shall continue to hold his office as a Whole Time Director, on his re-appointment as a Director liable to retire by rotation, and that such re-appointment shall not be deemed to constitute a break in his appointment as a Whole Time Director." "RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this Resolution." 6. To consider and, if thought fit, to pass with or without rnodification(s), the following resolution as a Ordinary Resolution: "RESOLVED THAT Mr. David Freedman, who was appointed as Additional Director of the Company and who holds office under Section 260 of the Companies Act, 1956, up to the date of this Annual General Meeting and in respect of whom the Company has received a notice from a member under Section 257 of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation." Notes: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY- EIGHT (48) HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to the Special Business to be transacted at the Meeting is annexed hereto. Members / Proxies are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and. those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the meeting. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company / erstwhile Flextronics Software Systems Limited has transferred the unclaimed and unpaid dividend for the financial year 2001-2002 to the Investor Education and Protection Fund (the IEPF), constituted by the Central Government. Dividend for'the financial year ended March 31, 2003 and thereafter, declared by the erstwhile Flextronics Software Systems Limited and erstwhile Future Software Limited, which remains unclaimed and unpaid for a period of 7 years, in terms of the provisions as contained under Section 205C of the Companies
3.
4. 5.
Act, 1956, will be transferred by the Company to IEPF. Members, who have not so far encashed dividend warrant(s) for the aforesaid years are requested to seek issue of duplicate warrant(s) by writing to the Company's Registrars and Transfer Agents, M/s. Karvy Computershare Private Limited. Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they'first became clue for payment and no payment shall be made in respect of any such claim. 8. The Register of Membersand Share Transfer Books of the Company will remain closed from September 3 to September 10, 2010 (both days inclusive). The members are requested to notify/send the request for share transfer(s), change of address, and other related correspondence to the Company's Registrars and Transfer Agents, M/s. Karvy Computershare Private Limited. Members can contact the following persons for any information relating to Annual General Meeting: Mr. A. Shankar, Tel. Nos. 0124-2346666/4095888, Extn.:2193. Members are requested to send the queries, if any, on the accounts and operations of the Company to the Company Secretary (e-mail: Shankar.arunachalam@aricent.com) at least 10 days before the meeting so that the answers may be made readily available. By Order of the Board For Aricent Technologies (Holdings) Limited
Sd/-
3.
Medical expense reimbursement for self and family Leave travel concession as per the rules of the Company
He shall also be entitled to short/long term variable incentive plans as per the Company's Incentive Plan subject to achievement of targets, as approved from time to time. A comprehensive medical insurance plan to cover self and family and Group Term Life and Accident Insurance Plan for self. Entitlement to Provident Fund, Gratuity, Leave and other benefits as applicable to other officers of the Company. However, the actual remuneration payable to him shall be determined within the limits mentioned above, from time to time.
4. 5.
9.
The copy of the relevant Board Resolution relating to the appointment of Mr. C P Murali as Whole Time Director is available for inspection by the members at the Registered Office of the Company during working hours on all working days till the date of this Annual General Meeting. The Explanatory Statement together with the accompanying notice should be treated as an abstract of the terms & conditions of the Agreement and memorandum of concern or interest under Section 302 of the Companies Act, 1956. The Company has received a notice from a member signifying his intention to propose the appointment of Mr. C P Murali as a Director of the Company. A deposit of Rs. 500/- as required by law has accompanied the said notice. The Board recommends the resolution as set out in Item 5 for approval of the members of the Company. None of the Directors, except Mr. C P Murali is interested or concerned in the said resolution.
10.
11.
Gurgaon July 21, 2010
A.Shankar Company Secretary
Item No. 6
The Board of Directors in their meeting held on July 21, 2010 appointed Mr. David Freedman as Additional Director of the Company. Mr. David Freedman is the Chief Finance Officer of Aricent group of Companies. Mr. David Freedman has over 30 years of experience in different areas of finance and business, including in the last 13 years, has been the Chief Finance Officer of successful high growth global companies focused on the Telecom space. He is the key person driving Aricent's financial operations including financial management, treasury operations and taxation planning along with establishing next generation of financial control accounting and management reporting systems. Mr. David Freedman has an MBA from Nova University. Pursuant to Article 156 of the Articles of Associations of the Company and provisions of the Section 260 of the Companies act, 1956, Mr. David Freedman holds the office up to the date of this Annual. General Meeting. The Company has received a notice from a member signifying his intention to propose the appointment of Mr. David Freedman as a Director of the Company. A deposit of Rs. 500/- as required by law has accompanied the said notice. The Board recommends the resolution as set out in Item 6 for approval of the members of the Company. None of the Directors, except Mr. David Freedman is interested or concerned in the said resolution.
EXPLANATORY STATEMENT! PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item No. 5 , The Board pursuant to Section 260 of the Companies Act, 1956, at its Board Meeting on July 21, 2010 approved the appointment of Mr. C P Murali, as an Additional Director w.e.f. July 21, 2010. At the said Board Meeting of July 21, 2010, Mr. C P Murali was also appointed as a Whole Time^ Director, with effect from July 21, 2010, subject to the consent of the members of the Company in General Meeting and other requirement under the Companies Act, 1956 for period of 5 years from July 21, 2010 on the terms and conditions including remuneration as set out in the Annexure below. Mr. C.P. Murali is the Senior Vice President, Communications Infrastructure Strategic Business Unit. Heiheads the Communications Infrastructure business at Aricent where he'is involved in creating innovative solutions for wireless infrastructure, data communications and converged networks. He has a strong customer focus and has been at the forefront of driving solutions for the extremely challenging problems faced by the leading communications equipment manufacturers in the world. He has been with Aricent for over 15 years and^has held various positions across divisions. He has a BS in Physics and a;MS in Computer Science. Annexure 1. Details of remuneration of Mr. C P Murali are as follows: Basic plus Flexible Benefit upto a ceiling of Plan per month i! Rs. 10,00,000/-per month Flexible Benefit Plan will cover the following: House Rent Allowance Company car witr'i driver, as per the Car Policy applicable for grades of Vice-President and above
By Order of the Board For Aricent Technologies (Holdings) Limited
2.
Sd/Gurgaon July 21, 2010 A.Shankar Company Secretary
ARICE.NT* ARICENT TECHNOLOGIES (HOLDINGS) LIMITED

Regd. Office: 5, Jain Mandir Marg (Annexe.), Connaught Place, New Delhi - 110 001
PROXY FORM
Fourth Annual General Meeting Regd. Folio No. DP Client ID
f/We
of of
or failing him/her in the district of
in the
district of
being a member/members of the Company hereby appoint in the district of

of
as
my/our proxy to vote for me/us on my/our behalf at the fouth annual general meeting of the Company to be held at Sri Sathya Sai International Centre, Lodhi Road, Institutional Area, Pragati Vihar, New Delhi - 110 003, at 11.00 a.m. on.Friday, September 10, 2010 and at any adjournrnent(s) thereof. Signed this_ Signature of Member_ Note: This form, in order to be valid and effective, should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.
day of_ 2010
rPlease tear here
ARICENT
ARICENT TECHNOLOGIES (HOLDINGS) LIMITED

Regd. Office: 5, Jain Mandir Marg (Annexe.), Connaught Place, New Delhi - 110 001
ATTENDANCE SLIP
Fourth Annual General Meeting Regd. Folio No. DP Client ID No. of shares held I certify that I am a member / proxy for the member of the Company. I hereby record my presence at the Fourth Annual General Meeting of the Company at Sri Sathya Sai International Centre, Lodhi Road, Institutional Area, Pragati Vihar, New Delhi- 110003 at 11.00a.m. on Friday, September 10, 2010.
Member's/Proxy's name in BLOCK Letters
Signature of Member/Proxy
Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copy of the Annual Report to the meeting.
USA
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ARICENT
OFFICE
Plot 31, Electronic City, Sector 18
Gurgaon - 122015, Haryana, India Tel:+91-124-4095888

Fax:+91 -124-2455100 Email: info@aricent.com (Aricent Technologies (Holdings) Limited is an affliate of Aricent \nc.
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Ariicent Technologies (Holdings) Limited 4th Annual Report 2009-10

Aricent Technologies (Holdings) Limited Contents

Annual Report 2009-2010

Auditors' Report & Financial Statements as per Indian'GAAP

Section 212 Report

Auditors' Report & Consolidated Financial Statements as per Indian GAAP

Information pertaining to Subsidiaries

Annual General Meeting (AGM) Notice

ear ended March 31,2010 . .. 98% 2%

Year ended March 31,2009

Revenue Mix: Regionwise Year ended March 31,2009

Resrofthe-'Worfd Domestic Dividend

Aricent Technologies (Holdings) Limited Directors' Report

Annual Report 2009-2010

Curgaon July 21, 2010

Sanjeev Kumar Handa Whole Time Director

Amal Ganguli Director

Annexure to the Directors' Report

For and on behalf of the Board of Directors

Sd/Gurgaon July 21,2010 Sanjeev Kumar Handa Whole Time Director

Amal Ganguli Director

Aricent Technologies (Holdings) Limited Annexure to the Directors' Report

Annual Report 2009-2010

Directors' Report for the year ended March 31, 2010).

A.V. Ravi Shankar*

1,860,096 B.A.U.. B..-

52 Assistant Vrce President - tegal.Wipro Ltd.

' 2,684,902 B. Tech.

46 Flextronics Software Systems limited

2,734,329 B Sc, (Hons.)M. Se,

OI-Apr-07 01-Sep-08 01~Apr-07

46 Flextronics Software Systems Limited 43 43

Senior Vice President

Afeel Prafulkumar Velankar* Alok Wadehra

, 36 Director - Business Development,Flextronics Software Systems Limited

01-Apr-07 01-Apr-07 OI~Apr~07 .

Director - Engineering,Flextronics Software System? Limited Flextronics Software. Systems Limited

Amalraj Yetukuri Anil Kumar Gupta

3,307,271 B.SC.MA 4,245,277 B. Sc.,M. Phil(M..Sc. 2,904,386 B..,Diploma,M.S.

Anii K'umar Veer

5,783,390 B.t. (Hons.)

An'namalai Venkafachalam Anuj Math

2,938,169 B. Sc.B. Tech. .

Flextronics Software Systems Limited

2,792,615 B. Tech.'.M.Tedl ,M.B.A.

Anup Khandelwal Anuparn Wahi

- 3,604,887 B. Arch.Masters '

Arnab Das Arpita Mukherjee* -

7,24,699 B.A., LIB 3,454,265 B.E. (Hons.)M.BA

^extremes Software Systems Limited

Ashish Kumar Gupta Ashish Mohan: Ashok' Kumar

2,979,848 B. Com.,CA, 3,838,795 B.E. .

Assistant Vice President - Technology

45' Assistant Vice President Technology,Hextromcs Software Systems jmited

Annexure to the Directors' Report

Remuneration Qualification Received <Rs.)

Assistant Viet: President - Technology

3,074,349 B.-TeCh. (Hons.)M.Tech

Assistant Vice President Technology ,F!extronirs Software Systems Limited . -

' 46 Flextronics Software Systems Limited

203,650 B. Sc.M SC(CS)

Moi-otata India Pvt Ltd

Chancier Shekhar Prakash*