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COFORGE LIMITED — Interim / Quarterly Report 2021
Nov 15, 2021
61761_rns_2021-11-15_bcc1a30b-c0f6-476b-afe0-b0f367db8518.pdf
Interim / Quarterly Report
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Coforge Limited (formerly NIIT Technologies Limited) Interim condensed consolidated statement of financial position
(All amounts in Mn unless otherwise stated)
| Particulars | Notes | As at 30 September 2021 |
As at 30 September 2021 |
As at 31 March 2021 |
|---|---|---|---|---|
| (In USD) | (In INR) | (In INR) | ||
| Refer note 1(c) | ||||
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | 2 (a) | 62 | 4,626 | 3,601 |
| Right-of-use assets | 15 | 1,113 | 917 | |
| Goodwill | 142 | 10,538 | 4,407 | |
| Other intangible assets | 2 (b) | 60 | 4,426 | 1,514 |
| Deferred tax assets (net of liabilities) | 26 | 1,931 | 1,447 | |
| Trade receivables | 24 4 |
1,814 | 1,584 | |
| Income tax assets (net of provisions) | 6 | 287 | 358 | |
| Non current financial assets Other non-current assets |
10 | 414 745 |
245 254 |
|
| Total non-current assets | 349 | 25,894 | 14,327 | |
| Current assets | ||||
| Trade receivables | 177 | 13,081 | 10,683 | |
| Contract assets | 16 | 1,217 | 629 | |
| Cash and cash equivalents | 37 | 2,736 | 7,999 | |
| Other current financial assets | 8 | 556 | 547 | |
| Other current assets | 24 262 |
1,797 | 1,079 | |
| Total current assets TOTAL ASSETS |
611 | 19,387 45,281 |
20,937 35,264 |
|
| Equity | ||||
| Issued Capital | 8 | 606 | 606 | |
| Reserves and surplus | 326 | 24,162 | 24,314 | |
| Equity attributable to owners of | 334 | 24,768 | 24,920 | |
| Coforge Limited | ||||
| Non-controlling interests Total equity |
12 346 |
904 25,672 |
- 24,920 |
|
| LIABILITIES | ||||
| Non-Current Liabilities | ||||
| Borrowings | 45 | 3,357 | 3 | |
| Trade payables | 5 | 388 | 325 | |
| Lease liabilities | 8 | 574 | 548 | |
| Deferred tax liabilities (net of assets) | 10 | 740 | 166 | |
| Other financial liabilities | 30 | 2,263 | - | |
| Employee benefit obligations | 14 3 |
1,008 | 696 | |
| Other non-current liabilities | 188 | 181 | ||
| Total non- current liabilities | 115 | 8,518 | 1,919 | |
| Current liabilities | ||||
| Borrowings | 13 | 935 | 7 | |
| Trade payables | 62 | 4,562 | 3,398 | |
| Lease liabilities | 6 | 444 | 268 | |
| Other financial liabilities | 39 4 |
2,924 | 2,435 | |
| Employee benefit obligations Provisions |
0 | 300 3 |
222 3 |
|
| Other current liabilities | 26 | 1,923 | 2,092 | |
| Total current liabilities | 150 | 11,091 | 8,425 | |
| TOTAL LIABILITIES | 265 | 19,609 | 10,344 | |
| TOTAL EQUITY AND LIABILITIES | 611 | 45,281 | 35,264 |
Coforge Limited (formerly NIIT Technologies Limited)
Interim condensed consolidated statement of profit and loss and other comprehensive income
| (All amounts in Mn unless otherwise stated) | ||||
|---|---|---|---|---|
| Particulars | Note | Period ended 30 September 2021 |
Period ended 30 September 2021 |
Period ended 30 September 2020 |
| (In USD) | (In INR) | (In INR) | ||
| Refer note 1(c) | ||||
| Revenue from operations | 5 | 409 | 30,310 | 22,107 |
| Other income | 3 | 238 | 115 | |
| Total income | 412 | 30,548 | 22,222 | |
| Expenses | ||||
| Cost of hardware and third-party software | 25 | 1,881 | 1,735 | |
| Sub-contracting / technical fees | 41 | 3,028 | 1,655 | |
| Employee benefits expense | 250 | 18,538 | 13,368 | |
| Depreciation and amortisation expense | 15 | 1,122 | 925 | |
| Other expenses | 27 | 2,002 | 1,848 | |
| Finance cost | 4 | 284 | 77 | |
| Total expenses | 362 | 26,855 | 19,608 | |
| Profit before income taxes | 50 | 3,693 | 2,614 | |
| Income tax expense | 11 | 766 | 563 | |
| Profit for the period | 39 | 2,927 | 2,051 | |
| Other comprehensive income/(loss) | ||||
| Items to be reclassified to profit or loss | ||||
| Fair value changes on derivatives designated as cash flow | 1 | 68 | 348 | |
| hedge, net | ||||
| Exchange differences on translation of foreign operations | (3) | (200) | 39 | |
| Income tax relating to items that will be reclassified to profit or | 0 | (16) | (86) | |
| loss | ||||
| Items not to be reclassified to profit or loss | ||||
| Remeasurement of post - employment benefit obligations | 0 | (22) | 21 | |
| (expenses) / income | ||||
| Income tax relating to items that will not be reclassified to profit | 0 | 6 | (7) | |
| or loss | ||||
| Other comprehensive income/(loss) for the period, net of tax | (2) | (164) | 315 | |
| Total comprehensive income for the period | 37 | 2,763 | 2,366 | |
| Profit is attributable to: Owners of Coforge Limited |
36 | 2,703 | 2,006 | |
| Non-controlling interests | 3 | 224 | 45 | |
| 39 | 2,927 | 2,051 | ||
| Other comprehensive income/(loss) is attributable to: | ||||
| Owners of Coforge Limited | (2) | (164) | 315 | |
| Non-controlling interests | - (2) |
- (164) |
- 315 |
|
| Total comprehensive income is attributable to: | ||||
| Owners of Coforge Limited | 34 | 2,539 | 2,321 | |
| Non-controlling interests | 3 | 224 | 45 | |
| 37 | 2,763 | 2,366 | ||
| Earnings per equity share (of Rs 10 each) attributable to owners of Coforge Limited Basic earnings per share |
10 | 0.60 | 44.61 | 32.66 |
| Diluted earnings per share | 10 | 0.59 | 43.63 | 32.23 |
Coforge Limited (formerly NIIT Technologies Limited)
Interim condensed consolidated statement of changes in equity for the period ended 30 September 2021 and 30 September 2020
(All amounts in Rs Mn unless otherwise stated)
| Equity Shares | Reserves and Surplus | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | Equity Shares (Numbers) |
Equity Share Capital |
Capital Reserve |
Capital Redemption Reserve |
Securities Premium |
Employee stock option |
General Reserves |
Retained Earnings |
Cash Flow Hedging Reserve |
Foreign Currency Translation Reserve |
Total Reserves and Surplus |
Non controlling interest |
Total |
| Balance at 1 April 2020 | 62,494,559 | 625 | 11 | 17 | 1,053 | 83 | 2,306 | 19,729 | (197) | 511 | 23,513 | - | 23,513 |
| Profit for the period | - | - | - | - | - | - | - | 2,006 | - | - | 2,006 | 45 | 2,051 |
| Other Comprehensive Income | - | - | - | - | - | - | - | 14 | 262 | 39 | 315 | - | 315 |
| Total Comprehensive Income for the period | - | - | - | - | - | - | - | 2,020 | 262 | 39 | 2,321 | 45 | 2,366 |
| Shares issued on exercise of employee stock options | 37,300 | 0 | - | - | 12 | - | - | - | - | - | 12 | - | 12 |
| Transferred from employee stock option reserve on exercise of | - | - | - | - | 15 | (15) | - | - | - | - | - | - | - |
| stock options | |||||||||||||
| Shares based payments expense | - | - | - | - | - | 238 | - | - | - | - | 238 | - | 238 |
| Dividend paid | - | - | - | - | - | - | - | (687) | - | - | (687) | - | (687) |
| Change in fair value of NCI | - | - | - | - | - | - | - | (33) | - | - | (33) | - | (33) |
| Derecognition of NCI to Financial liability | - | - | - | - | - | - | - | - | - | - | - | (45) | (45) |
| Buy back of equity shares including transaction cost | (1,956,290) | (19) | - | 19 | (1,053) | - | (249) | (2,864) | - | - | (4,147) | - | (4,147) |
| Balance as at 30 September 2020 | 60,575,569 | 606 | 11 | 36 | 27 | 306 | 2,057 | 18,165 | 65 | 550 | 21,217 | - | 21,217 |
| Equity Shares | Reserves and Surplus | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | Equity Shares (Numbers) |
Equity Share Capital |
Capital Reserve |
Capital Redemption Reserve |
Securities Premium |
Employee stock option |
General Reserves |
Retained Earnings |
Cash Flow Hedging Reserve |
Foreign Currency Translation Reserve |
Total Reserves and Surplus |
Non controlling interest |
Total |
| Balance at 1 April 2021 | 60,592,349 | 606 | 11 | 36 | 39 | 523 | 2,057 | 20,689 | 77 | 882 | 24,314 | - | 24,314 |
| Profit for the period Other Comprehensive Income |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
2,703 (16) |
- 52 |
- (200) |
2,703 (164) |
224 - |
2,927 (164) |
| Total Comprehensive Income for the period | - | - | - | - | - | - | - | 2,687 | 52 | (200) | 2,539 | 224 | 2,763 |
| Shares issued on exercise of employee stock options | 26,249 | 0 | - | - | 4 | - | - | - | - | - | 4 | - | 4 |
| Transferred from Employee Stock Option Reserve on exercise of | - | - | - | - | 22 | (22) | - | - | - | - | - | - | - |
| stock options Shares based payments expense Dividend paid |
- - |
- - |
- - |
- - |
- - |
227 - |
- - |
- (1,574) |
- - |
- - |
227 (1,574) |
- - |
227 (1,574) |
| Change in fair value of NCI | - | - | - | - | - | - | - | (1,348) | - | - | (1,348) | - | (1,348) |
| Dividend from subsidiary | - | - | - | - | - | - | - | - | - | - | - | (416) | (416) |
| Derecognition of NCI to financial liability | - | - | - | - | - | - | - | - | - | - | - | (927) | (927) |
| NCI arising on acquisition of subsidiary (Refer note 8) | - | - | - | - | - | - | - | - | - | - | - | 2,023 | 2,023 |
| Balance as at 30 September 2021 | 60,618,598 | 606 | 11 | 36 | 65 | 728 | 2,057 | 20,454 | 129 | 682 | 24,162 | 904 | 25,066 |
Coforge Limited (formerly NIIT Technologies Limited) Interim condensed consolidated statement of cash flows
| (All amounts in Mn unless otherwise stated) | ||||||
|---|---|---|---|---|---|---|
| Particulars | Period ended 30 September 2021 |
Period ended 30 September 2021 |
Period ended 30 September 2020 |
|||
| (In USD) | (In INR) | (In INR) | ||||
| Refer note 1(c) | ||||||
| Cash flow from operating activities | ||||||
| Profit before tax | 50 | 3,693 | 2,614 | |||
| Adjustments for | ||||||
| Depreciation and amortisation expense | 15 | 1,122 | 925 | |||
| Loss on disposal of property, plant and equipment (net) | 0 | 2 | 5 | |||
| Interest and finance charges | 4 | 264 | 59 | |||
| Employee share-based payment expense | 3 | 234 | 247 | |||
| Allowance for doubtful debts & contract assets (net) | 0 | 2 | 325 | |||
| Dividend and interest income | 0 | (24) | (30) | |||
| Realised and unrealised loss/ (gain) on investments | 0 | (2) | (4) | |||
| Unwinding of discount - Finance Income | (1) 21 |
(46) 1,552 |
(31) 1,496 |
|||
| Changes in operating assets and liabilities | ||||||
| (Increase)/Decrease in trade receivables | (36) | (2,686) | (717) | |||
| (Increase)/Decrease in other financial assets | 11 | 809 | (96) | |||
| (Increase)/Decrease in other assets | (13) 2 |
(940) | (170) | |||
| Increase/(Decrease) in provisions Increase/(Decrease) in trade payables |
9 | 169 672 |
79 388 |
|||
| Increase/(Decrease) in other liabilities | (2) | (180) | 181 | |||
| Cash used in operations | (29) | (2,156) | (335) | |||
| Income taxes paid | (16) | (1,170) | (902) | |||
| Net cash inflow from operating activities | 26 | 1,919 | 2,873 | |||
| Cash flow from investing activities | ||||||
| Purchase of property, plant and equipment | (14) | (1,040) | (403) | |||
| Proceeds from sale of property, plant and equipment | 0 | 20 | 7 | |||
| Acquisition of a subsidiary/operations, net of cash acquired (Refer note 8) | (113) | (8,444) | (264) | |||
| Proceeds from sale of current investments | 6 | 450 | 21 | |||
| Interest received on bank deposits | 0 | 11 | 68 | |||
| Net cash outflow from investing activities | (121) | (9,003) | (571) | |||
| Cash flow from financing activities | ||||||
| Payment for buy back of own equity shares (including taxes) | - | - | (4,166) | |||
| Proceeds from issue of shares (including securities premium) | 0 | 4 | 12 | |||
| Purchase of additional stake in subsidiaries | (1) | (72) | (1,411) | |||
| Proceeds from term loan | 59 | 4,331 | - | |||
| Repayment of term loan | (1) (2) |
(56) | (295) | |||
| Payment of principal portion of lease liabilities Interest paid |
(2) | (172) (112) |
(152) (55) |
|||
| Dividends paid | (27) | (1,990) | (684) | |||
| Net cash inflow/(outflow) from financing activities | 26 | 1,933 | (6,751) | |||
| Net increase (decrease) in cash and cash equivalents | (69) | (5,151) | (4,449) | |||
| Cash and cash equivalents at the beginning of the financial year | 108 | 7,999 | 8,195 | |||
| Effects of exchange rate changes on cash and cash equivalents | (2) | (112) | 31 | |||
| Cash and cash equivalents at the end of the period | 37 | 2,736 | 3,777 |
Coforge Limited (formerly NIIT Technologies Limited) Interim condensed consolidated statement of cash flows
(All amounts in Mn unless otherwise stated)
| Particulars | Period ended 30 September 2021 |
Period ended 30 September 2021 |
Period ended 30 September 2020 |
|---|---|---|---|
| (In USD) | (In INR) | (In INR) | |
| Refer note 1(c) | |||
| Cash and Cash Equivalents comprise of: | |||
| Balances with banks | 37 | 2,736 | 3,730 |
| Fixed deposit accounts (less than 3 months maturity) | - | - | 47 |
| Total cash and cash equivalents as per statement of | 37 | 2,736 | 3,777 |
| financial position |
Notes to the interim condensed consolidated financial statements as at and for the period ended 30 September 2021
1 (a) Background
Coforge Limited (formerly known as NIIT Technologies Limited) ("the Company") is a Company limited by shares, incorporated and domiciled in India. The Company delivers services around the world directly and through its network of subsidiaries and overseas branches (collectively known as "the Group"). The Group is rendering Information Technology/ Information Technology Enabled Services ("IT / ITES") across various geographies viz Americas, Europe, Middle East and Africa, India and Asia Pacific; and is engaged in Application Development & Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance, Travel, Transportation & Logistics, Manufacturing & Distribution and Government. The Company is a public listed company and is listed on Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
On June 14, 2020, the Shareholders of the Company have approved the proposed change in name of the Company from "NIIT Technologies Limited" to "Coforge Limited". The name of the Company has been changed from "NIIT Technologies Limited" to "Coforge Limited" w.e.f. August 3, 2020 vide certificate of incorporation pursuant to change of name issued by the Ministry of Corporate Affairs, Government of India.
1 (b) Basis of preparation of interim condensed consolidated financial statements
(i) Compliance with IFRS
These interim condensed consolidated financial statements for the six months ended 30 September 2021 have been prepared in accordance with IAS 34, Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at and for the year ended 31 March 2021.
(ii) New standards, interpretations and amendments adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 March 2021. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Below amendment apply for the first time in 1 April 2021, but do not have an impact on the interim condensed consolidated financial statements of the Group.
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: -Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
• A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest
• Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued
• Provide temporary relief to entities from having to meet the separately identifiable requirement when a RFR instrument is designated as a hedge of a risk component
These amendments had no impact on the interim condensed consolidated financial statements of the Group.
1 (c) Convenience translation
The interim condensed consolidated financial statements are stated in million of INR. However, solely for the convenience of the readers, the interim condensed consolidated statement of financial position as at 30 September 2021, the interim condensed consolidated statement of profit and loss and other comprehensive income, and interim condensed consolidated statement of cash flows for the period ended 30 September 2021 were converted into U.S. dollars at the exchange rate of 74.16 INR per USD which is the noon buying rate in New York City for cable transfer in non-U.S currencies as certified for customs purposes by the Federal Reserve Bank of New York on 30 September 2021. This arithmetic conversion should not be construed as representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate. Such numbers are not in compliance as per the requirements of IFRS.
1 (d) Impact of COVID 19 pandemic
The Group has evaluated the impact of COVID-19 pandemic on various aspects of its business and operations, including (i) constraints, if any, on its ability to render services which may require reassessment of estimations of costs to complete contracts; (ii) financial condition of its customers and their ability to pay; (iii) penalties relating to breaches of service level agreements; (iv) termination or suspension of contracts by its customers; and (v) impairment of goodwill and intangible assets. In developing the assumption relating to the possible future uncertainties in the global conditions because of the pandemic, the Group, as on date of approval of these financial statements, used internal and external sources of information. The Group has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of its assets will be recovered. The impact of COVID-19 on the interim condensed consolidated financial statements may differ from that estimated as at the date of approval of these interim condensed consolidated financial statements.
2 (a) Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 September 2021, the Group acquired assets for use in normal course of business with a cost of Rs. 676 Mn (30 September 2020: Rs. 289 Mn), excluding property, plant and equipment acquired through a business combination (see Note 8) and disposed assets with a net book value of Rs. 19 Mn during the period ended 30 September 2021 (30 September 2020: Rs. 12 Mn), resulting in a net gain/(loss) on disposal of Rs. 1 Mn (30 September 2020: Rs. (5) Mn).
2 (b) Intangible assets
Acquisitions and disposals
During the six months ended 30 September 2021, the Group acquired intangible assets for use in normal course of business with a cost of Rs. 299 Mn (30 September 2020: Rs. 268 Mn), excluding intangible assets acquired through a business combination (see Note 8) and assets with a net book value of Rs. 3 Mn were disposed by the Group during the period ended 30 September 2021 (30 September 2020: Nil), resulting in a net loss on disposal of Rs. 3 Mn (30 September 2020: Nil).
(All amounts in Rs Mn unless otherwise stated)
2 (c) Commitments
Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
| Particulars | 30 September 2021 | 31 March 2021 |
|---|---|---|
| Property, plant and equipment | 268 | 24 |
| Intangible assets | 70 | 52 |
(All amounts in Rs Mn unless otherwise stated)
3 Contingent liabilities
Contingent liabilities The Group had contingent liabilities in respect of:
| 30 September 2021 | 31 March 2021 | |
|---|---|---|
| Claims against the Group not acknowledged as debts | ||
| Income tax matters pending disposal by the Indian tax authorities | 376 | 368 |
| Total | 376 | 368 |
Claims against the Group not acknowledged as debts as on 30 September 2021 include demand from the Indian Income tax authorities on certain matters relating to availment of tax holiday.
The Group is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Group's financial position and results of operations.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
4 Fair value measurements
The carrying value and fair value of financial instruments by categories as of 30 September 2021 and 31 March 2021 were as follows:
| As at 30 September 2021 | FVPL | FVTOCI | Amortized Cost |
Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Financial assets | |||||
| Trade receivables | - | - | 1,814 | 1,814 | 1,814 |
| Derivative instruments | - | 195 | - | 195 | 195 |
| Other long-term financial assets | - | - | 414 | 414 | 414 |
| Total Financial assets | - | 195 | 2,228 | 2,423 | 2,423 |
| Financial liabilities | |||||
| Non-current borrowings | - | - | 3,357 | 3,357 | 3,357 |
| Non controlling interest * | - | - | - | 2,920 | 2,920 |
| Trade payable | - | - | 388 | 388 | 388 |
| Derivative instruments | - | 9 | - | 9 | 9 |
| Total Financial liabilities | - | 9 | 3,745 | 6,674 | 6,674 |
| As at 31 March 2021 | FVPL | FVTOCI | Amortized Cost |
Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Financial assets | |||||
| Trade receivables | - | - | 1,584 | 1,584 | 1,584 |
| Investments in Mutual funds | 124 | - | - | 124 | 124 |
| Derivative instruments | - | 167 | - | 167 | 167 |
| Other long-term financial assets | - | - | 245 | 245 | 245 |
| Total Financial assets | 124 | 167 | 1,829 | 2,120 | 2,120 |
| Financial liabilities | |||||
| Non-current borrowings | - | - | 3 | 3 | 3 |
| Non controlling interest * | - | - | - | 708 | 708 |
| Trade payable | - | - | 325 | 325 | 325 |
| Derivative instruments | - | 61 | - | 61 | 61 |
| Total Financial liabilities | - | 61 | 328 | 1,097 | 1,097 |
The carrying amounts of trade receivables, trade payables, capital creditors, unbilled revenue, security deposits, unpaid dividend account, long term deposits with bank, cash and cash equivalents, short-term borrowings, trade and other payables, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.
* Fair value of NCI amounting to Rs. 2,920 Mn (31 March 2021 Rs. 708 Mn) has been measured through fair valuation by other equity. Also refer note 8.
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
(a) recognized and measured at fair value and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard.
An explanation of each level follows underneath the table.
| Financial assets and liabilities for which fair value measurement is | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| used or disclosed at 30 September 2021 | ||||
| Financial assets | ||||
| Financial Investments at FVPL | ||||
| Mutual funds | - | - | - | - |
| Derivatives designated as hedges | ||||
| Derivative financial assets | - | 195 | - | 195 |
| Financial assets at amortised costs | ||||
| Trade receivables | - | 1,814 | - | 1,814 |
| Other long-term financial assets | - | 414 | - | 414 |
| Total financial assets | - | 2,423 | - | 2,423 |
| Financial Liabilities | ||||
| Derivatives designated as hedges | ||||
| Derivative financial liability | - | 9 | - | 9 |
| Other financial liabilities | ||||
| Non controlling interest | - | - | 2,920 | 2,920 |
| Financial liabilities at amortised costs | ||||
| Borrowings | - | 3,357 | - | 3,357 |
| Trade payable | - | 388 | - | 388 |
| Total financial Liabilities | - | 3,754 | 2,920 | 6,674 |
| Financial assets and liabilities for which fair value measurement is | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| used or disclosed at 31 March 2021 | ||||
| Financial assets | ||||
| Financial Investments at FVPL | ||||
| Mutual funds | 124 | - | - | 124 |
| Derivatives designated as hedges | ||||
| Derivative financial Assets | - | 167 | - | 167 |
| Financial assets at amortised costs | ||||
| Trade receivables | - | 1,584 | - | 1,584 |
| Other long-term financial assets | - | 245 | - | 245 |
| Total financial assets | 124 | 1,996 | - | 2,120 |
| Financial Liability | ||||
| Derivatives designated as hedges | ||||
| Derivative financial liability | - | 61 | - | 61 |
| Other financial liabilities | ||||
| Non controlling interest | - | - | 708 | 708 |
| Financial liabilities at amortised costs | ||||
| Borrowings | - | 3 | - | 3 |
| Trade payable | - | 325 | - | 325 |
| Total financial Liability | - | 389 | 708 | 1,097 |
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Group's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
-Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis. Non controlling interest
(i) Revenue inputs - Based on past performance and management's expectations of market development.
(ii) Budgeted operating margin - Based on past performance and management's expectations for the future.
(iii) Pre-tax discount rates - Reflect specific risks relating to the relevant geography in which they operate.
Quantitative details of input used in valuation of fair value of NCI
| 30 September 2021 | 31 March 2021 | |
|---|---|---|
| Revenue (% annual growth rate) | 10% | 10% |
| Budgeted operating margin (%) | 25% | 25% |
| Pre-tax discount rate (%) | 19.5% | 19.5% |
If the revenue/ budgeted operating margin unobservable inputs used in the valuation of Level 3 financial liability for future acquisition had been 1% change than management's estimates, then it would not have significant impact in its value and other equity.
(iii) NCI Put Option liability
Liability for call and put options issued to non-controlling interests which do not grant present access to ownership interest to us is recognized at the present value of the redemption amount and is reclassified from equity. At the end of each reporting period, the noncontrolling interests subject to the put option is derecognized and the difference between the amount derecognized and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction. Considering the call and put option granted, the carrying amount of financial liability recognised at 30 September 2021 is Rs. 2,920 Mn (31 March 2021: Rs. 708 Mn).
(All amounts in Rs Mn unless otherwise stated)
| Period ended 30 September 2021 |
Period ended 30 September 2020 |
|
|---|---|---|
| Revenue from operations | ||
| Sale of products | 1,485 | 1,228 |
| Sale of services | 28,825 | 20,879 |
| Total revenue from operations | 30,310 | 22,107 |
| Revenue from operations include gain/ (loss) on account of hedge amounting to Rs. 115 Mn and Rs (76) Mn for period ended 30 September 2021 and 30 September 2020 respectively. |
||
| Timing of revenue recognition | ||
| Goods transferred at a point in time | 1,485 | 1,228 |
| Services transferred over time | 28,825 | 20,879 |
5 (a)
(i) Disaggregate revenue information
Refer note 7 for geographical revenue disaggregation. In addition the group maintain revenue by verticals:
The table below presents disaggregated revenues from operations by verticals:
| Vertical | Period ended | Period ended | |
|---|---|---|---|
| 30 September 2021 | 30 September 2020 | ||
| Banking and financial services | 6,843 | 3,792 | |
| Insurance | 9,091 | 7,450 | |
| Travel, transportation and hospitality | 5,691 | 4,218 | |
| All Others | 8,685 | 6,647 | |
| Total Revenue | 30,310 | 22,107 |
| Revenue by Service line | Period ended 30 September 2021 |
Period ended 30 September 2020 |
|---|---|---|
| Product Engineering | 4,026 | 3,580 |
| Intelligent Automation | 4,361 | 3,265 |
| Data and Integration | 6,174 | 4,224 |
| Cloud and Infrastructure Management | 5,171 | 4,425 |
| Business Process Management | 3,047 | 463 |
| Application Development and Maintenance | 7,531 | 6,150 |
| Total Revenue | 30,310 | 22,107 |
| (iii) | Revenue by Project type | Period ended | |
|---|---|---|---|
| 30 September 2021 | 30 September 2020 | ||
| Time-and-material | 13,871 | 10,454 | |
| Fixed-price* | 16,439 | 11,653 | |
| Total Revenue | 30,310 | 22,107 |
*Comprises fixed capacity, fixed monthly, transaction based and licensed related contract.
(All amounts in Rs Mn unless otherwise stated)
6 Related party transactions
Coforge Limited's principal related parties consist of holding Company Hulst B.V., Netherlands, its own subsidiaries and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
A Details of transaction with related parties:
| Nature of Transactions | Holding Company |
Parties in which Key Managerial Personnel of the Group are interested |
Total |
|---|---|---|---|
| Rendering of Services | - | 1 | 1 |
| - | (15) | (15) | |
| Dividend Paid | 875 | - | 875 |
| (482) | - | (482) |
Figures in parenthesis represent previous period's figures
B Transactions with Key Managerial Personnel (KMP)
The table below describes the related party transactions with key management personnel which comprises directors and executive officers under IAS 24:
| Particulars | Period ended 30 September 2021 |
Period ended 30 September 2020 |
|---|---|---|
| Short term employee benefits** | 215 | 121 |
| Commission & sitting fees | 13 | 12 |
| Post employment benefits* | 3 | 4 |
| Remuneration paid | 231 | 137 |
| Share based payment transactions | 145 | 174 |
| Total of compensation | 376 | 311 |
*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key managerial personnel cannot be individually identified.
** At each reporting period, the Group accrues employee bonuses for all the employees in aggregate, which are individually identified in the subsequent financial year. Accordingly, the above includes bonus pertaining to March 2021 paid during the period.
C Outstanding balances with related parties:
| Particulars | Receivables as at 30 September 2021 |
Receivables as at 31 March 2021 |
|---|---|---|
| Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested |
10 | 2 |
There is no allowance on account of impairment on receivables in relation to any outstanding balances, and no expense has been recognised in respect of such impairment of receivables due from related parties.
7 Segment Reporting
(a) Description of segments and principal activities
The Group delivers services around the world directly and through its network of subsidiaries and overseas branches. The group is rendering Information Technology solutions and is engaged in Application Development and Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance, Travel, Transportation and Logistics, Manufacturing and Distribution and Government.
The Chief Executive Officer of the Group being identified the Chief Operating Decision Maker (CODM), reviews the group's revenue both from a products/ services and geographic perspective basis the customer location. However, CODM takes its decision for allocating resources of the entity and assessing its performance/ operating results on the basis of the geographical presence of the Group across the globe and has identified four reportable segments of its business:
-
Americas
-
Europe, Middle East and Africa (EMEA)
-
Asia Pacific (APAC)
-
India
No operating segments have been aggregated to form the above reportable operating segments.
The Chief Operating Decision Maker i.e., the Chief Executive Officer (CEO), primarily uses a measure of revenue and adjusted Earnings before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) to assess the performance of the operating segments. For this purposes, the Group calculated EBITDA by adding depreciation/ amortisation, finance costs and foreign exchange loss and reducing other income (including foreign exchange gain) from profit before income taxes. Earnings before Interest, Tax, Depreciation and Amortisation is further adjusted for event based impairments/recoveries to arrive at Adjusted EBITDA. The Group's expenses/ income, viz., depreciation/ amortisation, finance costs, foreign exchange gain/loss, event-based impairment/ recoveries, finance income and other income and income taxes are managed on a Group basis and are not allocated to operating segments. Assets and liabilities used in the group's business are not identified to any of the reportable segments, as these are used interchangeably between segments. Accordingly, the CEO does not review assets and liabilities at reportable segments level. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.
(b) The following tables present revenue and Adjusted earnings before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA) information for the Group's operating segments for the period ended 30 September 2021 and 30 September 2020, respectively:
| Particulars | Period ended | Period ended |
|---|---|---|
| 30 September 2021 | 30 September 2020 | |
| Revenue from operations | ||
| Americas | 15,742 | 10,503 |
| Europe, Middle East and Africa | 10,249 | 7,929 |
| Asia Pacific | 2,723 | 1,817 |
| India | 1,596 | 1,858 |
| Total | 30,310 | 22,107 |
| Adjusted earnings before Interest, Tax, | ||
| Depreciation and Amortization (Adjusted | ||
| EBITDA)* | ||
| Americas | 2,688 | 1,828 |
| Europe, Middle East and Africa | 1,917 | 1,621 |
| Asia Pacific | 318 | 163 |
| India | (82) | 122 |
| Total | 4,841 | 3,734 |
| Depreciation and amortization | 1,122 | 925 |
| Event based impairments | - | 180 |
| Other income (net) | (26) | (15) |
| Profit before tax | 3,693 | 2,614 |
| Provision for tax | 766 | 563 |
| Profit after tax | 2,927 | 2,051 |
*EBITDA and adjusted EBITDA are non-GAAP measures.
Product/ service-wise revenue
Information regarding revenues from external customers for each product and service is disclosed in note 5(a).
Information about major customers
No client individually accounted for more than 10% of the revenue from operations for the period ended 30 September 2021 and 30 September 2020.
(a) Summary of acquisition
During the period, the Group made a strategic investment in M/s SLK Global Solutions Private Limited, currently known as Coforge Business Process Solutions Private Limited (the "Investee Company", "SLK Global") and its subsidiaries on April 12, 2021, and entered into the Share Purchase Agreement and Shareholders Agreement to acquire 80% equity shares over a period of two years from the existing shareholders of the Investee Company. The purpose of this acquisition is to further strengthen the financial services vertical and scales the BPM operations.
Out of this, 35% stake of the Investee Company was purchased on April 12, 2021 and additional stake of 25% was purchased on April 28, 2021, aggregating to 60% of the total share capital of the Investee Company and accordingly obtained control. Both these transactions are linked transactions and the Group has determined April 28, 2021 as the date of acquisition of control.
As per the terms of the agreement, the Group will acquire the remaining stake of 20% after two years from the date of acquisition with consideration payable as multiple of earnings and accordingly it has recorded put liability for future acquisition of 20% stake. The Group is in process of concluding the fair valuation assessment and has recorded certain acquired liabilities (employees and tax related) basis provisional fair valuation.
Details of purchase consideration, net assets acquired and goodwill are as follows:
| Purchase consideration | Amount |
|---|---|
| Cash paid for acquisition of 60% stake along with profit during step up acquisition period | 9,201 |
| Total purchase consideration | 9,201 |
The Group funded the above transaction partially through redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals. These bonds having face value of Rs. 1,000,000 each are non-convertible and unsecured with maturity upto five years from the date of allotment i.e. April 26, 2021.
The assets and liabilities recognised as a result of the acquisition are as follows:
| Fair value | |
|---|---|
| Identified tangible assets and liabilities | |
| Property, plant and equipment | 761 |
| Right of Use Asset | 325 |
| Other Assets | 157 |
| Trade receivables | 590 |
| Investments | 324 |
| Other net current assets | 153 |
| Cash and bank balances | 739 |
| Acquired liabilities | (173) |
| Lease Liability | (358) |
| Deferred tax assets | 92 |
| Identified intangible assets | |
| Customer Contract and related Relationships | 3,080 |
| Non-compete fees | 48 |
| Deferred tax liabilities | (680) |
| Net identifiable assets acquired | 5,058 |
| Calculation of goodwill | Fair value |
|---|---|
| Net identified Tangible and Intangible Assets acquired | 5,058 |
| Non Controlling Interest determined on the basis of proportionate share of net assets acquired | 2,023 |
| Total purchase consideration | 9,201 |
| Goodwill | 6,166 |
The goodwill is attributable to the workforce and expected synergies of acquired business, which are not separately recognised. Goodwill is allocated to Americas segments, for impairment testing. None of the goodwill recognised is expected to be deductible for income tax purposes. No material contingent liabilities have been acquired as part of business combination.
The acquisition related cost recognised in Interim condensed consolidated statement of profit and loss and other comprehensive income is Rs. 175 Mn.
(i) Acquired receivables
The Group has acquired receivables having gross contractual amount and net carrying amount of Rs. 590 Mn. No adjustments have been made to acquired trade receivables, i.e., their fair value is the same as the carrying amount. It is expected that the full contractual amounts of receivables can be collected.
(ii) Revenue and profit contribution
The acquired business contributed revenues and profits to the group for the period 30 September 2021 as follows:
(a) Revenue of Rs. 2,709 Mn and profit after tax of Rs. 347 Mn (net of amortisation of Rs. 134 Mn on intangible assets arising out of acquisition) for the period 28 April 2021 to 30 September 2021.
(b) If the acquisitions had occurred on 1 April 2021, consolidated pro-forma revenue and profit after tax for the period ended 30 September 2021 would have been increased/(decreased) by Rs. 543 Mn and Rs. (476) Mn (post transaction related expenses of Rs. 550 Mn) respectively.
(b) Purchase consideration - cash outflow
| Amount | |
|---|---|
| Outflow of cash to acquire subsidiary, net of cash acquired | |
| Cash consideration | 9,183 |
| Less: balances acquired | |
| Cash and Bank | 739 |
| Net outflow of cash – investing activities | 8,444 |
(c) Deferred tax liability
The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and intangible assets.
(d) Fair value of NCI
The movement of NCI of SLK Global is as follows:
| Particular | Amount |
|---|---|
| Proportionate share of net assets acquired | 2,023 |
| Add : Non-controlling share in the results for the period | 201 |
| Less: Dividend paid | (416) |
| Proportionate share of net assets as at September 30, 2021 | 1,808 |
Of the above, NCI subject to put option amounting to Rs 904 Mn (20%) has been derecognised and recorded at fair value of Rs 2,263 Mn as financial liability. The difference of Rs 1,359 Mn is accounted for as equity transaction.
(e) Post acquisition, SLK Global has paid dividend amounting to Rs 1,040 Mn.
(f) The current period figures of the Group includes figures of SLK Global and hence the previous period numbers are not comparable.
9 Employees' Stock Option Plans (ESOP)
(a) Employee stock option plan
During the period ended 30 September 2021, pursuant to Employees Stock Option Plan 2005, 26,249 options were exercised and 80,992 options were lapsed from various Grants and 1,735,252 options were outstanding as on September 30, 2021 issued on various dates.
The Nomination and Remuneration Committee made following grants during the period:
| Vesting Term | No. of options | Grant Price |
|---|---|---|
| Upto 5 years - Based on performance | 210,000 | 10 |
| Bullet vesting in FY 24 | 58,000 | 10 |
The Fair Value of Options granted during the period ended September 30,2021 was estimated on the date of grant using the
| following assumptions: | |||
|---|---|---|---|
| Dividend Yield (%) | 0.33% | Risk Free interest rate | 4.46% to 6.57% |
| Weighted average share prices (INR) |
3,020.86 to 3,235.76 | Expected life of share options (years) |
1.62 to 9.48 |
| Expected Volatility (%) | 53.97% |
The weighted average fair value of options granted during the period was Rs. 3,301 Mn (30 September 2020: Rs. 928 Mn) which also takes into consideration the price of equity shares that are listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange.
For the period ended 30 September 2021, the Group has recognised Rs 234 Mn of share-based payment expense in the statement of profit or loss (30 September 2020: Rs 247 Mn) including Rs. 78 Mn pertaining to grant issued during the period ended 30 September 2021.
10 Earnings per share
| Period ended 30 September 2021 In USD |
Period ended 30 September 2021 In INR |
Period ended 30 September 2020 In INR |
|
|---|---|---|---|
| Refer note 1(c) | |||
| (a) Basic earnings per equity share of Rs 10 each Attributable to the equity holders of the Company (Rs. Per share) |
0.60 | 44.61 | 32.66 |
| (b) Diluted earnings per equity share of Rs 10 each Attributable to the equity holders of the Company (Rs. Per share) |
0.59 | 43.63 | 32.23 |
| (c) Reconciliations of earnings used in calculating earnings per share Basic earnings per share Profit attributable to the equity holders of the Company used in calculating basic earnings per share |
36 | 2,703 | 2,006 |
| Diluted earnings per share Profit attributable to the equity holders of the Company used in calculating diluted earnings per share |
36 | 2,703 | 2,006 |
| (d) Weighted average number of shares used as the denominator Weighted average number of equity shares used as the denominator in calculating basic earnings per share (numbers) |
60,597,637 | 60,597,637 | 61,429,941 |
| Adjustments for calculation of diluted earnings per share: Dilutive impact of stock options outstanding (numbers) Weighted average number of equity shares and potential equity shares used as the denominator in calculating diluted earnings per share (numbers) |
1,361,737 61,959,374 |
1,361,737 61,959,374 |
812,129 62,242,070 |
(e) Information concerning the classification of securities Stock Options outstanding
Options granted to employees under the Employee stock option plan 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share.
11 During the period the Company has paid interim dividend of Rs 1,574 Mn.
12 Subsequent events
(a) The group acquired remaining 16.1% stake in Whishworks IT Consulting Private Limited in October 2021 for a consideration of Rs. 657 Mn. Accordingly, Whishworks became wholly owned subsidiary effective on 5 October 2021.
(b) The Board of Directors at its meeting held on October 25, 2021 has declared an interim dividend of Rs. 13 per equity share amounting to Rs. 788 Mn.
13 These interim condensed financial statements were authorised for issue in accordance with a resolution of the directors on 15 November, 2021.
Coforge Limited (formerly NIIT Technologies Limited)
Consolidated statement of financial position as at 31 March 2021 and 31 March 2020 -
| (In INR) (In INR) (In USD) (In INR) Refer note 2(b) ASSETS Non-current assets 3 (a) 49 Property, plant and equipment 3,601 3,758 3,944 3 (b) 12 Right-of-use assets 917 1,050 1,254 3 (c) 59 Goodwill 4,407 4,211 2,504 3 (c) 20 Other intangible assets 1,514 1,919 1,560 4 (c) 20 Deferred tax assets (net of liabilities) 1,447 1,215 1,054 21 1,584 383 50 Trade receivables 6(a) Contract assets 7 - - - - 4 (b) 5 Income tax assets (net of provisions) 358 411 203 Non current financial assets 6(b) 3 245 267 238 5 4 Other non-current assets 254 140 77 193 Total non-current assets 14,327 13,354 10,884 Current assets 145 Trade receivables 6(a) 10,683 9,741 6,503 7 Contract assets 8 629 1,072 623 Cash and cash equivalents 6(c) 108 7,999 8,195 5,079 Other current financial assets 6(b) 7 547 1,155 4,448 5 15 Other current assets 1,079 936 1,136 283 Total current assets 20,937 21,099 17,789 28 - Assets classified as held for sale - - 1,144 TOTAL ASSETS 476 35,264 34,453 29,817 Equity 11 8 Issued Capital 606 625 618 12 328 Reserves and surplus 24,314 23,513 20,092 Equity attributable to owners of 336 24,920 24,138 20,710 Coforge Limited 13 - Non-controlling interests - - 75 Total equity 336 24,920 24,138 20,785 LIABILITIES Non-Current Liabilities 6(d) - Borrowings 3 45 99 6(e) 4 Trade payables 325 206 - 3 (b) 8 Lease liabilities 548 661 901 4 (c) 2 Deferred tax liabilities (net of assets) 166 279 313 6(f) - Other financial liabilities - 589 538 8 9 Employee benefit obligations 696 593 669 9 - Provisions - - 56 10 3 Other non-current liabilities 181 - 12 26 Total non- current liabilities 1,919 2,373 2,588 Current liabilities 6(d) - Borrowings 7 302 34 6(e) 46 Trade payables 3,398 2,634 1,647 3 (b) 4 Lease liabilities 268 317 280 6(f) 33 Other financial liabilities 2,435 3,053 2,674 8 3 Employee benefit obligations 222 239 152 9 - Provisions 3 90 182 10 28 Other current liabilities 2,092 1,307 1,142 114 Total current liabilities 8,425 7,942 6,111 140 Total Liabilities 10,344 10,315 8,699 Liabilities directly associated with the assets 28 classified as held for sale - - - 333 TOTAL LIABILITIES 140 10,344 10,315 9,032 TOTAL EQUITY AND LIABILITIES 476 35,264 34,453 29,817 |
Particulars | Notes | As at 31 March 2021 |
As at 31 March 2021 |
As at 31 March 2020 |
As at 1 April 2019 |
|---|---|---|---|---|---|---|
(All amounts in Mn unless otherwise stated)
Coforge Limited (formerly NIIT Technologies Limited)
Consolidated Statement of Profit and Loss and other comprehensive income for the Year ended 31 March 2021 and 31 March 2020
| (All amounts in Mn unless otherwise stated) | ||||
|---|---|---|---|---|
| Particulars | Note | Year ended 31 March 2021 |
Year ended 31 March 2021 |
Year ended 31 March 2020 |
| (In USD) | (In INR) | (In INR) | ||
| Refer note 2(b) | ||||
| Revenue from operations | 14 | 629 | 46,628 | 41,839 |
| Other income | 15 | 4 | 326 | 734 |
| Total income | 633 | 46,954 | 42,573 | |
| Expenses | ||||
| Cost of hardware and third-party software | 48 | 3,595 | 1,908 | |
| Sub-contracting / technical fees | 52 | 3,845 | 2,893 | |
| Employee benefits expense | 16 | 380 | 28,158 | 25,298 |
| Depreciation and amortisation expense | 17 | 25 | 1,836 | 1,770 |
| Other expenses | 18 | 46 | 3,415 | 4,595 |
| Finance cost | 19 | 2 | 143 | 155 |
| Total expenses | 553 | 40,992 | 36,619 | |
| Profit before income taxes | 80 | 5,962 | 5,954 | |
| Income tax expense: | 4 (a) | 17 | 1,302 | 1,278 |
| Profit for the year | 63 | 4,660 | 4,676 | |
| Other comprehensive income/(loss) | ||||
| Items to be reclassified to profit or loss | ||||
| Fair value changes on derivatives designated as cash flow hedge, net |
5 | 369 | (473) | |
| Exchange differences on translation of foreign operations | 3 | 285 | 452 | |
| Income tax relating to items that will be reclassified to profit or | (1) | (95) | 120 | |
| loss | ||||
| Items not to be reclassified to profit or loss | ||||
| Remeasurement of post - employment benefit obligations (expenses) / income |
- | (12) | 3 | |
| Income tax relating to items that will not be reclassified to profit or loss |
- | 3 | (1) | |
| Other comprehensive income for the year, net of tax | 7 | 550 | 101 | |
| Total comprehensive income for the year | 70 | 5,210 | 4,777 | |
| Profit is attributable to: | ||||
| Owners of Coforge Limited | 62 | 4,556 | 4,440 | |
| Non-controlling interests | 1 63 |
104 4,660 |
236 4,676 |
|
| Other comprehensive income is attributable to: | ||||
| Owners of Coforge Limited | 7 | 550 | 101 | |
| Non-controlling interests | - | - | - | |
| 7 | 550 | 101 | ||
| Total comprehensive income is attributable to: Owners of Coforge Limited |
69 | 5,106 | 4,541 | |
| Non-controlling interests | 1 | 104 | 236 | |
| 70 | 5,210 | 4,777 | ||
| Earnings per equity share (of Rs 10 each) attributable to owners of Coforge Limited Basic earnings per share |
30 | 1.01 | 74.68 | 71.39 |
| Diluted earnings per share | 30 | 0.99 | 73.29 | 70.97 |
Coforge Limited (formerly NIIT Technologies Limited) Consolidated Statement of Changes in Equity for the year ended 31 March 2021 and 31 March 2020
| Equity Shares | Reserves and Surplus | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | Equity Shares (Numbers) |
Equity Share Capital |
Capital Reserve |
Capital Redemption Reserve |
Securities Premium |
Employee stock option |
General Reserves |
Retained Earnings |
Cash Flow Hedging Reserve |
Foreign Currency Translation Reserve |
Total Reserves and Surplus |
Non controlling interest |
Total |
| Balance at 1 April 2019 | 61,783,874 | 618 | 11 | 17 | 614 | 180 | 2,306 | 16,808 | 156 | - | 20,092 | 75 | 20,167 |
| Profit for the year Other Comprehensive Income |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
4,440 2 |
- (353) |
- 511 |
4,440 160 |
236 - |
4,676 160 |
| Total Comprehensive Income for the year | - | - | - | - | - | - | - | 4,442 | (353) | 511 | 4,600 | 236 | 4,836 |
| Shares issued on exercise of employee stock options Transferred from Employee Stock Option Reserve on exercise of stock options |
710,685 - |
- | 7 - |
- | 279 160 |
- (160) |
- | - | - | - | 279 | - | 279 |
| Shares based payments expense | - | - | - - |
- - |
- | 63 | - - |
- - |
- - |
- - |
- 63 |
- - |
- 63 |
| Dividend paid Corporate dividend tax |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
(1,249) (219) |
- - |
- - |
(1,249) (219) |
- - |
(1,249) (219) |
| Acquisition of Whishworks (Refer note 26) | - | - | - | - | - | - | - | - | - | - | 0 | 1,034 | 1,034 |
| Change in fair value of fair value of NCI | - | - | - | - | - | - | - | (127) | - | - | (127) | - | (127) |
| Derecognition of NCI to Financial liability | - | - | - | - | - | - | - | - | - | - | 0 | (1,272) | (1,272) |
| Others | - | - | - | - | - | - | - | 74 | - | - | 74 | (73) | 1 |
| Balance as at 31 March 2020 | 62,494,559 | 625 | 11 | 17 | 1,053 | 83 | 2,306 | 19,729 | (197) | 511 | 23,513 | - | 23,513 |
| Equity Shares | Reserves and Surplus | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | Equity Shares (Numbers) |
Equity Share Capital |
Capital Reserve |
Capital Redemption Reserve |
Securities Premium |
Employee stock option |
General Reserves |
Retained Earnings |
Cash Flow Hedging Reserve |
Foreign Currency Translation Reserve |
Total Reserves and Surplus |
Non controlling interest |
Total |
| Balance at 1 April 2020 | 62,494,559 | 625 | 11 | 17 | 1,053 | 83 | 2,306 | 19,729 | (197) | 511 | 23,513 | - | 23,513 |
| Profit for the year Other Comprehensive Income |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
4,556 (9) |
- 274 |
- 371 |
4,556 636 |
104 - |
4,660 636 |
| Total Comprehensive Income for the year | - | - | - | - | - | - | - | 4,547 | 274 | 371 | 5,192 | 104 | 5,296 |
| Shares issued on exercise of employee stock options Transferred from Employee Stock Option Reserve on exercise of |
54,080 | - 1 | - | 17 | - | - | - | - | 17 | - | 17 | ||
| stock options | - | - | - | - | 22 | (22) | - | - | - | - | - | - | - |
| Shares based payments expense | - | - | - | - | - | 462 | - | - | - | - | 462 | - | 462 |
| Dividend paid | - | - | - | - | - | - | - | (687) | - | - | (687) | - | (687) |
| Change in fair value of NCI | - | - | - | - | - | - | - | (36) | - | - | (36) | - | (36) |
| Derecognition of NCI to Financial liability | - | - | - | - | - | - | - | - | - | (104) | (104) | ||
| Buy back of equity shares including transaction cost (Refer note 10) |
(1,956,290) | (20) | - | 19 | (1,053) | - | (249) | (2,864) | - | - | (4,147) | - | (4,147) |
| Balance as at 31 March 2021 | 60,592,349 | 606 | 11 | 36 | 39 | 523 | 2,057 | 20,689 | 77 | 882 | 24,314 | - | 24,314 |
* Change in fair value of NCI is net off NCI adjustment (Refer note 13)
Coforge Limited (formerly NIIT Technologies Limited)
Consolidated Statement of Cash Flows for the Year ended 31 March 2021 and 31 March 2020 - -
| (All amounts in Mn unless otherwise stated) | |||
|---|---|---|---|
| Particulars | Year ended 31 March 2021 |
Year ended 31 March 2021 |
Year ended 31 March 2020 |
| (In USD) | (In INR) | (In INR) | |
| Refer note 2(b) | |||
| Cash flow from operating activities | |||
| Profit before tax | 80 | 5,962 | 5,954 |
| Adjustments for | |||
| Depreciation and amortisation expense | 25 | 1,836 | 1,730 |
| Impairment of goodwill | - | - | 40 |
| Loss on disposal of property, plant and equipment (net) | - | 16 | 13 |
| Interest and finance charges | 1 | 107 | 120 |
| Provision for customer contracts written back | (1) | (87) | (148) |
| Employee share-based payment expense | 7 | 476 | 63 |
| Allowance for doubtful debts & contract assets (net) Dividend and interest income |
9 (1) |
610 (40) |
84 (81) |
| Gain on sale of subsidiary | - | - | (96) |
| Realised and unrealised loss/ (gain) on investments | - | (8) | (208) |
| Unwinding of discount - Finance Income | (1) | (69) | (24) |
| 39 | 2,841 | 1,493 | |
| Changes in operating assets and liabilities | |||
| (Increase)/Decrease in trade receivables | (9) | (691) | (2,071) |
| (Increase)/Decrease in other financial assets | (8) | (566) | (1,715) |
| (Increase)/Decrease in other assets | (3) | (218) | 166 |
| Increase/(Decrease) in provisions | 1 | 80 | (37) |
| Increase/(Decrease) in trade payables | 11 15 |
785 | 958 |
| Increase/(decrease) in other liabilities Cash generated from/(used in) from operations |
7 | 1,112 502 |
35 (2,664) |
| Income taxes paid | (23) | (1,682) | (1,814) |
| Net cash inflow from operating activities | 103 | 7,623 | 2,969 |
| Cash flow from investing activities | (10) | ||
| Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment |
- | (782) 25 |
(725) 22 |
| Acquisition of a subsidiary / operations, net of cash acquired | (4) | (264) | (1,256) |
| Proceeds from sale of subsidiary | - | - | 897 |
| Purchase of current investments | - | - | (6,787) |
| Proceeds from sale of current investments | - | 21 | 10,489 |
| Dividend Income | - | - | 12 |
| Interest received on bank deposits | 1 | 73 | 71 |
| Net cash (outflow) / inflow from investing activities | (13) | (927) | 2,723 |
| Cash flow from financing activities [Refer note 6(c)] | |||
| Payment for buy back of own equity shares (including taxes) | (56) | (4,166) | (11) |
| Proceeds from issue of shares (including securities premium) | - | 18 | 286 |
| Purchase of additional stake in subsidiaries | (19) - |
(1,427) | (1,362) |
| Proceeds from term loan Repayment of term loan |
(4) | - (306) |
281 (42) |
| Payment of principal portion of lease liabilities | (5) | (312) | (287) |
| Interest paid | (1) | (79) | (85) |
| Dividends paid to the Company's shareholders | (9) | (686) | (1,469) |
| Net cash (outflow) from financing activities | (94) | (6,958) | (2,689) |
| Net increase (decrease) in cash and cash equivalents | (4) | (262) | 3,003 |
| Cash and cash equivalents at the beginning of the financial year | 111 | 8,195 | 5,079 |
| Effects of exchange rate changes on cash and cash equivalents | 1 | 66 | 113 |
| Cash and cash equivalents at the end of the financial year | 108 | 7,999 | 8,195 |
Coforge Limited (formerly NIIT Technologies Limited)
Consolidated Statement of Cash Flows for the Year ended 31 March 2021 and 31 March 2020 - -
(All amounts in Mn unless otherwise stated)
| (All amounts in Mn unless otherwise stated) | |||
|---|---|---|---|
| Particulars | Year ended 31 March 2021 |
Year ended 31 March 2021 |
Year ended 31 March 2020 |
| (In USD) | (In INR) | (In INR) | |
| Refer note 2(b) | |||
| Cash and Cash Equivalents comprise of: | |||
| Balances with banks | 98 | 7,272 | 4,930 |
| Fixed deposit accounts (less than 3 months maturity) | 10 | 727 | 3,265 |
| Total cash and cash equivalents as per statement of | |||
| financial position [Refer note 6(c)] | 108 | 7,999 | 8,195 |
Notes to the Consolidated Financial Statements as at and for the year ended 31 March 2021 and 31 March 2020
A. Background
Coforge Limited (formerly known as NIIT Technologies Limited) ("the Company") is a Company limited by shares, incorporated and domiciled in India. The Company delivers services around the world directly and through its network of subsidiaries and overseas branches (collectively known as "the Group"). The Group is rendering Information Technology/ Information Technology Enabled Services ("IT / ITES") across various geographies viz Americas, Europe, Middle East and Africa, India and Asia Pacific; and is engaged in Application Development & Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance, Travel, Transportation & Logistics, Manufacturing & Distribution and Government. The Company is a public listed company and is listed on Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). These financial statements were authorised for issue in accordance with a resolution of the directors on 2 September, 2021.
On June 14, 2020, the Shareholders of the Company have approved the proposed change in name of the Company from "NIIT Technologies Limited" to "Coforge Limited". The name of the Company has been changed from "NIIT Technologies Limited" to "Coforge Limited" w.e.f. August 3, 2020 vide certificate of incorporation pursuant to change of name issued by the Ministry of Corporate Affairs, Government of India.
B. Basis of preparation of financial statements
(i) Compliance with IFRS
These consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Refer note 32.
These financial statement are the first financial statement of the Group under IFRS. Refer Note 33 for an explanation on how the transition from previous GAAP to IFRS has effected the Company's financial position, financial performance and cash flow.
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
-
certain financial assets and liabilities (including derivative instruments) and put option liability that are measured at fair value;
-
defined benefit plans plan assets measured at fair value [Refer note 1 (p)]; and
- share-based payments [refer note 1(p)]
C. Use of Estimates and judgements
The preparation of financial statements in conformity with IFRS requires the management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, revenue, costs, expenses and other comprehensive income that are reported and disclosed in the consolidated financial statements. These estimates are based on the management's best knowledge of current events, historical experience, actions that the Group may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates and assumptions are used, but not limited to allowance for uncollectible trade and contract assets, impairment of goodwill and business combination. Actual results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which the changes are made and represent management's best estimate.
Impact of COVID 19 pandemic:
In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The evolving and constantly changing impact of the pandemic has had, and will continue to have, an effect on the way the Group operates its business. The Group have been committed to slowing the spread of the virus as well as ensuring the wellbeing and safety of its employees. The Group has been able to provide work-fromhome options for a significantly large number of its global workforce since April 2020 and which continue as at the date of approval of these consolidated financial statements. The Group has been able to keep its employees productive through the use of our technological platforms. However, TTH vertical, which has historically been its second largest industry vertical, experienced a 22.9% revenues decrease in FY 21 compared to FY 20. This decrease in revenue is primarily a result of its travel industry customers suspending their projects as a result of COVID-19-related disruptions.
The Group has evaluated the impact of the COVID-19 pandemic on various aspects of its business and operations, including (i) constraints, if any, on its ability to render services which may require reassessment of estimations of costs to complete contracts; (ii) financial condition of its customers and their ability to pay; (iii) penalties relating to breaches of service level agreements; (iv) termination or suspension of contracts by its customers; and (v) goodwill and intangible assets. In developing the assumption relating to the possible future uncertainties in the global conditions because of the pandemic, the Group, as on date of approval of these financial statements, used internal and external sources of information. The Group has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the consolidated financial statements may differ from that estimated as at the date of approval of these consolidated financial statements.
Other areas involving critical estimates and judgements are:
The preparation of financial statements requires the use of accounting estimates which, by definition, may not equal the actual results. Management also needs to exercise judgment in applying the Group's accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.
Areas involving critical estimates and judgments are:
• Estimated goodwill impairment – Note 3 ( e)
Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of a cash generating unit (CGUs) is less than its carrying amount. For the impairment testing, goodwill is allocated to the CGU or groups of CGUs which benefit from the synergies of the acquisition and which represent the lowest level at which goodwill is monitored for internal management purposes. However, such cannot be larger than an operating segment as defined in IFRS 8 Operating Segments before aggregation.
The recoverable amount of CGUs is determined based on higher of value-in use and fair value less cost to sell. Key assumptions in the cash flow projections are prepared based on current economic conditions and comprises estimated long term revenue growth rates, weighted average cost of capital and estimated operating margins.
• Impairment of trade receivables – Note 6 (a)
The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Group uses judgment in making these assumptions and selecting the inputs to the expected credit loss calculation based on the Group's history of collections, customer's creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period. The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).
• Business combination:
In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets acquired (including useful life estimates), liabilities assumed, and contingent consideration assumed involves management judgment. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments, estimates, and assumptions can materially affect the results of operations. [Refer note 1(s)].
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.
D Basis of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Goodwill arising on acquisition of control is determined as per the business combination accounting policy [Refer note 1(s)]. The group combines the financial statements of the parent and its subsidiaries line by line by adding together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies / different accounting period end of subsidiaries have been changed where necessary to ensure consistency with the policies / accounting period adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively.
(ii) Changes in ownership interests
The group treats transactions with non - controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and fair value of any consideration paid or received is recognized within equity.
When the group ceases to consolidate a subsidiary because of a loss of control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income are reclassified to profit or loss. Any investment retained is recognised at fair value.
1 Significant accounting policies
a Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Financial statements of the group are presented in Indian Rupee (INR), which is the parent company's functional and the group's presentation currency.
(ii) Transactions & Balances
All foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the monthly rate which approximately equals to exchange rate at the transaction date.
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. All monetary assets and liabilities in foreign currency are restated at the end of the accounting period. Exchange difference on restatement as well as settlement of monetary items are recognized in the Statement of Profit and Loss.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities are translated at the closing rate at the date of the balance sheet
-
income and expenses are translated at the monthly average rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
-
all resulting exchange differences are recognized in other comprehensive income.
When a foreign operation is sold/wound up, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale/winding up.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rates.
(b) Revenue from operations
The Group derives revenues primarily from business Information Technology services comprising of software development and related services, consulting and package implementation and from the licensing of software products offerings ("together called as software related services"). The Group's arrangements with customers for software related services are time-and-material, fixed-price, fixed capacity / fixed monthly, transaction based or multiple element contracts involving supply of hardware or software with other services. The group classifies revenue from sale of it's own licenses and revenue from contracts where sale of hardware is a distinct performance obligation as Sale of products and the remaining software related services as Sale of services.
Revenues from customer contracts are considered for recognition and measurement when the contract has been approved by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or services. The Group presents revenues net of indirect taxes in its statement of Profit and loss.
In case of arrangement involving resale of third-party products or services, the Group evaluates whether the Group is the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Group first evaluates whether the Group controls the good or service before it is transferred to the customer. If Group controls the good or service before it is transferred to the customer, the Group is the principal; if not, the Group is the agent.
In case of multiple element contracts, at contract inception, the Group assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Group applies judgement to determine whether each product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined and accounted as a single performance obligation. The Group allocates the arrangement consideration to separately identifiable performance obligation based on their relative stand-alone selling price or residual method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold separately, in cases where the Group is unable to determine the stand-alone selling price the Group uses third-party prices for similar deliverables or the Group uses expected cost-plus margin approach in estimating the stand-alone selling price.
Method of revenue recognition
Revenue on time-and material contracts are recognized over time as the related services are performed.
Revenue from fixed-price, fixed-capacity and fixed monthly contracts, where the performance obligations are satisfied over time, is recognized as per the percentage-of completion method. . The performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Group is not able to reasonably measure the progress of completion, revenue is recognized only to the extent of costs incurred, for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated statement of income in the period in which such losses become probable based on the current contract estimates as an onerous contract provision.
Revenue from transaction based contracts is recognised at the amount determined by multiplying transaction rate to actual transactions taking place during a period.
Revenue from licenses where the customer obtains a "right to use" the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a "right to access" is recognized over the access period.
Contract balances
Revenues in excess of invoicing are treated as contract assets while invoicing in excess of revenues are treated as contract liabilities. The Group classifies amounts due from customer as receivable or contract assets depending on whether the right to consideration is unconditional. If only the passage of time is required before payment of the consideration is due, the amount is classified as receivable. Otherwise, such amounts are classified as contract assets.
Deferred contract costs are incremental costs of obtaining a contract which are recognised as assets and amortized over the term of the contract.
Others
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract price. The accounting for modifications of contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch-up basis. Services that are distinct are accounted for prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
The Group accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers and penalties as reduction of revenue on a systematic and rational basis over the period of the contract. The Group estimates an amount of such variable consideration using expected value method or the single most likely amount in a range of possible consideration depending on which method better predicts the amount of consideration to which the Company may be entitled and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
The Group assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Group does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist.
(c) Income Taxes
The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries (including branches) operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries and branches where the group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries and branches where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.
Current tax and deferred tax are recognized in statement of profit or loss, except to the extent that it relates to items recognized in Other Comprehensive Income or directly in equity. In this case, the tax is also recognized in Other Comprehensive Income or directly in equity, respectively.
Minimum Alternate Tax (MAT) paid as per Indian Income Tax Act, 1961 is in the nature of unused tax credit which can be carried forward and utilised when the Group will pay normal income tax during the specified year. Deferred tax assets on such tax credit are recognised to the extent that it is probable that the unused tax credit can be utilised in the specified future year based on the internal projections of the Management. The net amount of tax recoverable from the taxation authority is included as part of the deferred tax assets in the consolidated financial statements.
(d) Leases
The Group as a lessee
The Group's lease asset classes primarily consist of leases for land, buildings and vehicles. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contact involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The lease liability is initially measured at amortized cost at the present value of the future lease payments.
Lease liability and ROU asset have been separately presented in the consolidated statement of financial position and lease payments have been classified as financing cash flows.
(e) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdraft.
Bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.
(f) Inventories
Inventories represent items of traded goods that are specific to execute composite contracts of software services and IT infrastructure management services and also include finished goods which are interchangeable and not specific to any project. Inventory is carried at the lower of cost or net realizable value. The net realizable value is determined with reference to selling price of goods less the estimated cost necessary to make the sale. Cost of goods that are procured for specific projects is assigned by specific identification of their individual costs. Cost of goods which are interchangeable and not specific to any project is determined using weighted average cost formula. There was no Inventory as on 31 March 2021, 31 March 2020 and 1 April 2019.
(g) Investments and other financial assets
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(i) Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
- ► Debt instruments at amortised cost
- ► Debt instruments at fair value through other comprehensive income (FVTOCI)
- ► Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
- ► Equity instruments measured at fair value through other comprehensive income (FVTOCI)
(i) Debt instruments
Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Amortized cost: A 'debt instrument' is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the entity. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.
Fair value through other comprehensive income (FVOCI): A 'debt instrument' is classified as at the FVTOCI if both of the following criteria are met: a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The asset's contractual cash flows represent SPPI. Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
Fair value through profit or loss: FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency, however no such designation has been made. Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
(ii) Equity instruments
All equity investments in scope of IFRS 9 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies are classified as at FVTPL. For all other equity instruments, the entity may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The entity makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the entity decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the entity may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
A financial asset (or, where applicable, a part of a financial asset or part of a entity of similar financial assets) is primarily derecognised (i.e. removed from the entity's consolidated balance sheet) when:
► The rights to receive cash flows from the asset have expired, or
► The entity has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the entity has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the entity has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the entity continues to recognise the transferred asset to the extent of the entity's continuing involvement. In that case, the entity also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the entity has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the entity could be required to repay.
(iv) Impairment of financial assets
In accordance with IFRS 9, the entity applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance
b) Trade receivables, unbilled revenue/ contract assets or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of IFRS 15.
c) Financial assets that are debt instruments and measured as at FVTOCI
The entity follows 'simplified approach' for recognition of impairment loss allowance on:
► Trade receivables or contract revenue receivables; and
The application of simplified approach does not require the entity to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider: ► All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument
As a practical expedient, the entity uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables and contract assets. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head 'other expenses' in the P&L. The balance sheet presentation for contractual revenue receivables (ECL) is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the entity does not reduce impairment allowance from the gross carrying amount.
(h) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables plus directly attributable transaction costs. The Group's financial liabilities include trade and other payables, loans and borrowings and derivative financial instruments.
(ii) Subsequent measurement
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to P&L. However, the group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The group has not designated any financial liability as at fair value through profit and loss.
Loans and borrowings
This is the category most relevant to the group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(i) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.
(j) Other Income
Interest income
Interest income is recognized using effective interest rate method taking into account the amount outstanding and the rate of Interest applicable (refer policy to investment and other financial assets).
Dividends
Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the group, and the amount of the dividend can be measured reliably.
(k) Derivatives and hedging activities
The Group uses derivative financial instruments viz. forward currency contracts to hedge its exposure to foreign currency risk in forecast transactions and firm commitments. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss.
Cash flow hedges
For the purpose of hedge accounting, cash flow hedges are designated when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the group's risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm commitments. The effective portion of the gain or loss on the hedging instrument is recognised in OCI and accumulated in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.
Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the forecast sale occurs.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss remains in equity until the forecast transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to statement of profit and loss.
(l) Property, plant and equipment
Freehold land is carried at historical cost less impairment losses, if any. All other items of property, plant and equipment are stated at historical cost less accumulated depreciation less impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Such cost also includes the cost of replacing part of the plant and equipment if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other income/expenses as applicable.
The cost of assets not ready for used before balance sheet date are disclosed under capital work in progress. Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets. The estimates of useful lives of the assets are as follows:
| Asset | Useful life |
|---|---|
| Buildings | 60 years |
| Plant and Machinery: | |
| Computers and peripherals | 2-5 years |
| Office Equipment | 5 years |
| Other assets | 3-15 years |
| Furniture and Fixtures | 4-10 years |
| Leasehold improvements | 3 years or lease period whichever is lower |
| Vehicles | 8 years |
The asset's residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.
(m) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity / operations include the carrying amount of goodwill relating to the entity / operations sold.
Goodwill is allocated to Cash-Generating Units (CGU) or group of CGUs for the purpose of impairment testing. The allocation is made to those cashgenerating units that are expected to benefit from the business combination in which the goodwill arose. The CGU are identified at the lowest level at which goodwill is monitored for internal management purposes, which in our case are the acquired business / operations. In case the acquired business/operations are spread across multiple operating segments, the Goodwill as well as other assets of the CGU are further allocated to ensure that goodwill impairment testing does not cross limits of an operating segments
(ii) Brand, Customer Relationships and other rights
Separately acquired patents and copyrights are shown at historical cost. Non-Compete, Brand and Customer relationship acquired in a business combination are recognized at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortization and impairment losses.
(iii) Computer software
Costs associated with maintaining software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognized as intangible assets when the following criteria are met:
- It is technically feasible to complete the software so that it will be available for use
- Management intends to complete the software and use or sell it
- There is an ability to use or sell the software
- It can be demonstrated how the software will generate probable future economic benefits
- Adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
- The expenditure attributable to the software during its development can be reliably measured.
During the period of development, the asset is tested for impairment annually. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is available for use. Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion of relevant overheads.
The external computer software acquired separately are measured on initial recognition at cost. After initial recognition/ capitalisation, all software are carried at cost less accumulated amortization and impairment losses, if any.
(iv) Research and development
Research expenditure and development expenditure that do not meet the criteria in (iii) above are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
(v) Amortization methods and periods
The group amortizes intangible assets with a finite useful life using the straight-line method over the following periods:
| Patents, copyright and other rights | 5 years |
|---|---|
| Computer software - external | 3 years |
| Non - compete fees | 5-6 years |
| Brand | 10 years |
| Customer Contract/ Relationships | 5-10 years |
Project specific software are amortized over the project duration. The asset's residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.
(vi) Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. For other non-financial assets, including property, plant and equipment, ROU assets and intangible assets having finite useful lives, the Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. The recoverable amount is higher of an asset's fair value less cost of disposal or value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.
An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. Impairment losses are recognised in the statement of profit or loss under the head depreciation and amortisation expense.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount.
(n) Borrowing Costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time, that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. The Group has not capitalised any material borrowing costs.
Other borrowing costs are expensed in the period in which they are incurred.
(o) Provisions and contingent liabilities
Provisions for legal claims and service warranties are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement (recognised only if realisation is virtually certain). If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Provision for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting the future obligations under the contract. The provision is measured at present value of the lower of the expected cost of termination the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with the contract to the statement of profit and loss.
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised; however, their existence is disclosed in the financial statements.
(p) Employee benefit obligations
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the appropriate market yields on government bonds at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements comprising of as a result of experience adjustments and changes in actuarial assumptions are recognised immediately in the statement of profit and loss in the period in which they occur.
(iii) Post - employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Group. The Group's liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. The contributions made to the trust are recognised as plan assets. The defined benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. If the interest earnings and cumulative surplus of Trust are less than the present value of the defined benefit obligation the interest shortfall is provided for as additional liability of employer and charged to the statement of profit and loss.
Gratuity
Gratuity is a post employment defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is the present value of the defined benefit obligation at the Balance Sheet date less fair value of plan assets. The Group's liability is actuarially determined (using the projected unit credit method) at the end of each year. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Past service costs are recognised in profit or loss on the earlier of:
- ► The date of the plan amendment or curtailment, and
- ► The date that the Group recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:
- ► Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
- ► Net interest expense or income.
Defined contribution plan:
Superannuation
The Group makes defined contribution to a Trust established for this purpose. The Group has no further obligation beyond its monthly contributions. The Group's contribution towards Superannuation Fund is charged to Statement of Profit and Loss on accrual basis.
Overseas Employees
In respect of employees of the overseas branches where ever applicable , the Group makes defined contributions on a monthly basis towards the retirement saving plan which are charged to the Statement of Profit and Loss on accrual basis.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005)
Equity settled employee stock options
The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
-
including any market performance conditions
-
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
-
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time)
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
(q) Dividends
Dividend to shareholders is recognised as a liability and deducted from equity, in the year / period in which the dividends are approved by the shareholders.
(r) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
-
The profit attributable to owners of the group
-
By weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account.
-
The after income tax effect of interest and other financing costs associated with dilutive potential equity shares and
-
The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(s) Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for noncontrolling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Liability for non-controlling interests
Liability for put option issued to non-controlling interests which do not grant present access to ownership interest to the Group is recognised at present value of the redemption amount and is reclassified from equity. At the end of each reporting period, the non-controlling interests subject to put option is derecognised and the difference between the amount derecognised and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction.
(t) Non-current assets held for sale
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.
Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.
(u) Fair value measurements
The Group measures financial instruments, such as investment in mutual funds and derivatives, at fair value at each balance sheet date. The Group also measures assets and liabilities acquired in business combination at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either -
- in the principal market for the asset or liability, or
- in the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per the Group's accounting policies. For this analysis, management regularly reviews significant unobservable inputs applied in the valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
(v) Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when: It is expected to be settled in normal operating cycle It is held primarily for the purpose of trading It is due to be settled within twelve months after the reporting period, or There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The group has identified twelve months as its operating cycle.
(w) Rounding of amounts
All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest millions, unless otherwise stated.
2(a) Standards issued but not yet effective
Certain new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1, 2021 and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Group are:
Amendment to IAS 1 – Presentation of Financial Statements
On January 23, 2020, the IASB has issued "Classification of liabilities as Current or Non-Current (Amendments to IAS 1)" providing a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangement in place at the reporting date. The amendments aim to promote consistency in applying the requirements by helping companies to determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or noncurrent.
The amendments also clarified the classification requirements for debt a company might settle by converting it into equity. These amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively, with earlier application permitted. The Group is currently evaluating the impact of amendment to IAS 1 on the consolidated financial statements.
Amendment to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract
On May 14, 2020, the IASB issued "Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)", amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment specifies that the "cost of fulfilling" a contract comprises the "costs that relate directly to the contract". Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. These amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The Group is currently evaluating the impact of amendment to IAS 37 on the consolidated financial statements.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform (Phase 2)
In August 2020, the IASB issued Interest Rate Benchmark Reform (Phase 2), which amends other IFRS standards. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. The amendments in this final phase relate to practical expedient for particular changes in contractual cash flows, relief from specific hedge accounting requirements and certain disclosure requirement. These amendments are effective for annual reporting periods beginning on or after January 1, 2021, with earlier application permitted. The adoption of these amendments is not expected to have any material impact on the consolidated financial statements of the Group.
IFRS 9 – Annual Improvements to IFRS Standards - 2018-2020
On May 14, 2020, IASB amended IFRS 9 as part of its Annual Improvements to IFRS Standards 2018-2020. The amendment clarifies which fees an entity includes when it applies the '10 percent' test of IFRS 9 in assessing whether to derecognize a financial liability. This amendment is effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. The Group is currently evaluating the impact of amendment to IFRS 9 on the consolidated financial statements.
Amendment to IAS 1 – Presentation of Financial Statements
On February 12, 2021, the IASB amended IAS 1 "Presentation of Financial Statements". The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments clarify that accounting policy information may be material because of its nature, even if the related amounts are immaterial. The amendments also clarified that accounting policy information is material if users of an entity's financial statements would need it to understand other material information in the financial statements; and the amendments clarify that if an entity discloses immaterial accounting policy information, such information shall not obscure material accounting policy information. These amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively, with earlier application permitted. The Group is currently evaluating the impact of amendment to IAS 1 on the consolidated financial statements.
Amendment to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
On February 12, 2021, the IASB amended IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. These amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively, with earlier application permitted. The Group is currently evaluating the impact of amendment to IAS 8 on the consolidated financial statements.
Amendments to IAS 16- Property, Plant and Equipment: Proceeds before Intended Use
In May 2020, the IASB issued Property, Plant and Equipment — Proceeds before Intended Use, which prohibits entities deducting from the cost of an item of property, plant and equipment, any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 and must be applied retrospectively to items of property, plant and equipment made available for use on or after the beginning of the earliest period presented when the entity first applies the amendment. The amendments are not expected to have a material impact on the financial statement.
2(b) Convenience translation
The consolidated financial statements are stated in million of INR. However, solely for the convenience of the readers, the consolidated statement of financial position as at 31 March 2021, the consolidated statement of profit or loss and other comprehensive income, and consolidated statement of cash flows for the year ended 31 March 2021 were converted into U.S. dollars at the exchange rate of 74.16 INR per USD which is the noon buying rate in NewYork City for cable transfer in non-U.S currencies as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2021. This arithmetic conversion should not be construed as representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate. Such numbers are not in compliance as per the requirements of IFRS.
3 (a) Property, plant and equipment (All amounts in Rs Mn unless otherwise stated)
| Particulars | Buildings | Plant and Machinery - Computers and Peripherals |
Plant and Machinery - Office Equipment |
Plant and Machinery - Others |
Furniture and Fixtures |
Lease Hold Improvements |
Vehicles* | Capital work in progress |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Gross carrying amount | |||||||||
| As at 1 April 2019 | 2,464 | 2,377 | 275 | 1,535 | 769 | 167 | 388 | 14 | 7,989 |
| Addition pursuant to acquisition of subsidiary during the year (refer note 26) |
- | 7 | 1 | 1 | 1 | - | - | - | 10 |
| Additions | - | 277 | 13 | 21 | 53 | 10 | 90 | - | 464 |
| Disposals | - | 133 | 4 | 6 | 9 | 14 | 77 | 243 | |
| Translation Adjustment | - | 26 | 2 | (1) | 8 | 3 | - | - | 38 |
| Transfers/Adjustment | - | - | - | - | - | - | - | (11) | (11) |
| As at 31 March 2020 | 2,464 | 2,554 | 287 | 1,550 | 822 | 166 | 401 | 3 | 8,247 |
| Accumulated depreciation | |||||||||
| As at 1 April 2019 | 240 | 2,027 | 204 | 826 | 466 | 140 | 142 | - | 4,045 |
| Depreciation charge for the year | 41 | 259 | 32 | 150 | 79 | 14 | 48 | - | 623 |
| Disposals | - | 131 | 6 | 5 | 8 | 14 | 46 | - | 210 |
| Translation Adjustment | - | 17 | 1 | 8 | 2 | 3 | - | - | 31 |
| As at 31 March 2020 | 281 | 2,172 | 231 | 979 | 539 | 143 | 144 | - | 4,489 |
| Net carrying amount as at 1 April 2019 |
2,224 | 350 | 71 | 709 | 303 | 27 | 246 | 14 | 3,944 |
| Net carrying amount as at 31 March 2020 |
2,183 | 382 | 56 | 571 | 283 | 23 | 257 | 3 | 3,758 |
Following are the changes in the carrying value of property, plant and equipment for fiscal 2021:
| Particulars | Buildings | Plant and Machinery - Computers and Peripherals |
Plant and Machinery - Office Equipment |
Plant and Machinery - Others |
Furniture and Fixtures |
Lease Hold Improvements |
Vehicles* | Capital work in progress |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Gross carrying amount | |||||||||
| As at 1 April 2020 | 2,464 | 2,554 | 287 | 1,550 | 822 | 166 | 401 | 3 | 8,247 |
| Additions | - | 406 | 7 | 7 | 6 | - | 95 | - | 521 |
| Disposals | - | 34 | 13 | 1 | 22 | - | 86 | 156 | |
| Translation Adjustment | - | 14 | 1 | 6 | 1 | 2 | -1 | 23 | |
| Transfers/Adjustment | - | - | - | - | - | - | - | (1) | (1) |
| As at 31 March 2021 | 2,464 | 2,940 | 282 | 1,562 | 807 | 168 | 409 | 2 | 8,634 |
| Accumulated depreciation | |||||||||
| As at 1 April 2020 | 281 | 2,172 | 231 | 979 | 539 | 143 | 144 | - | 4,489 |
| Depreciation charge for the year | 41 | 278 | 25 | 147 | 80 | 18 | 49 | - | 638 |
| Disposals | - | 34 | 13 | 1 | 18 | - | 53 | - | 119 |
| Translation Adjustment | - | 15 | 3 | - | 5 | 2 | - | - | 25 |
| As at 31 March 2021 | 322 | 2,431 | 246 | 1,125 | 606 | 163 | 140 | - | 5,033 |
| Net carrying amount as at 31 March 2021 |
2,142 | 509 | 36 | 437 | 201 | 5 | 269 | 2 | 3,601 |
*Includes vehicles financed through loans gross carrying amount Rs. 72 Mn (31 March 2020 - Rs. 111 Mn, 1 April 2019- Rs.164 Mn), net carrying amount Rs. 37 Mn (31 March 2020 - Rs. 68 Mn, 1 April 2019- Rs.114 Mn); hypothecated to financial institutions/banks against term loans [Refer Note No. 6 (d)]
3 (b) Leases
Following are the changes in the carrying value of right of use assets for the year ended 31 March 2021 and 31 March 2020:
| Year ended March 31, 2021 | Year ended March 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Category of ROU asset | Category of ROU asset | |||||||||
| Particulars | Lease Hold Land |
Buildings | Vehicles | Total | Lease Hold Land |
Buildings | Vehicles | Total | ||
| Balance at beginning* | 258 | 789 | 3 | 1,050 | 261 | 987 | 6 | 1,254 | ||
| Additions | 49 | 162 | - | 211 | - | 12 | - | 12 | ||
| Additions through business combination |
- | - | - | - | - | 35 | - | 35 | ||
| Deletions | - | (52) | - | (52) | - | (8) - |
(8) | |||
| Depreciation | (4) | (285) | (2) | (291) | (3) | (277) | (3) | (283) | ||
| Translation difference | - | (1) | - | (1) | - | 40 | - | 40 | ||
| Balance at the end | 303 | 613 | 1 | 917 | 258 | 789 | 3 | 1,050 |
The following is the movement in lease liabilities
| Particulars | Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|
| Balance at the beginning* | 973 | 1,178 |
| Additions | 211 | 12 |
| Additions through business combination | - | 35 |
| Deletions | (5) | (8) |
| Finance cost accrued during the period | 64 | 80 |
| Payment of lease liabilities | (425) | (367) |
| Translation difference | (6) 43 |
|
| Balance at the end | 812 | 973 |
* As at 31 March 2020 for year ended 31 March 2021 and as at 01 April 2019 for year ended 31 March 2020.
The following is the break-up of current and non-current lease liabilities
| Particulars | As at 31 March 2021 |
As at 31 March 2020 |
As at 1 April 2019 |
|---|---|---|---|
| Current lease liabilities | 268 | 317 | 280 |
| Non-current lease liabilities | 548 | 661 | 901 |
| Total | 816 | 978 | 1,181 |
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
| As at 31 March | As at 31 March | As at 1 April 2019 | |
|---|---|---|---|
| Particulars | 2021 | 2020 | |
| Less than one year | 314 | 371 | 356 |
| One to five years | 552 | 674 | 931 |
| More than five years | 68 | 83 | 117 |
| 934 | 1,128 | 1,404 |
| The following are the amounts recognised in profit or loss: | |
|---|---|
| Particulars | Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|
| Depreciation expense of right-of-use assets | 291 | 283 |
| Interest expense on lease liabilities | 64 | 80 |
| Expense relating to short-term leases and leases of low-value assets (included in other expenses) | 185 | 163 |
| 540 | 526 |
The group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases and leases of low-value assets was Rs. 185 Mn (Previous year Rs. 163 Mn) recorded in other expenses under facility related expenses.
The Group had total cash outflows for principal portion of leases of Rs. 312 Mn in (Previous year Rs. 287 Mn).
3 (c) Intangible assets
(All amounts in Rs Mn unless otherwise stated)
Following are the changes in the carrying value of goodwill and intangible assets for fiscal 2020:
| Other Intangible assets | ||||||||
|---|---|---|---|---|---|---|---|---|
| Particulars | Acquired software |
Internally developed software |
Patents | Brand | Customer relationships |
Non-compete fee |
Total | Goodwill |
| Gross carrying amount | ||||||||
| As at 1 April 2019 | 2,637 | 450 | 10 | 301 | 1,016 | 363 | 4,777 | 2,504 |
| Addition pursuant to acquisition of subsidiary during the year (refer note |
1 | - | - | 200 | 620 | 85 | 906 | - |
| 26) | ||||||||
| Additions | 240 | - | - | - | - | - | 240 | 1,594 |
| Translation Adjustment | 19 | 17 | 3 | 8 | 28 | 4 | 79 | 153 |
| As at 31 March 2020 | 2,897 | 467 | 13 | 509 | 1,664 | 452 | 6,002 | 4,251 |
| Accumulated amortization and impairment | ||||||||
| As at 1 April 2019 | 2,287 | 293 | 5 | 61 | 353 | 218 | 3,217 | - |
| Amortization charge for the year | 386 | 64 | 1 | 45 | 255 | 73 | 824 | - |
| Impairment ** | - | - | - | - | - | - | - | 40 |
| Translation Adjustment | 16 | 15 | 2 | 1 | 6 | 2 | 42 | - |
| As at 31 March2020 | 2,689 | 372 | 8 | 107 | 614 | 293 | 4,083 | 40 |
| Net carrying amount as at 1 April 2019 |
350 | 157 | 5 | 240 | 663 | 145 | 1,560 | 2,504 |
| Net carrying amount as at 31 March 2020 |
208 | 95 | 5 | 402 | 1,050 | 159 | 1,919 | 4,211 |
Following are the changes in the carrying value of goodwill and intangible assets for fiscal 2021:
| Other Intangible assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Particulars | Acquired software |
Internally developed software |
Patents | Brand | Customer relationships |
Non-compete fee |
Total | Goodwill | |
| Gross carrying amount | |||||||||
| As at 1 April 2020 | 2,897 | 467 | 13 | 509 | 1,664 | 452 | 6,002 | 4,251 | |
| Additions | 273 | - | - | - | 201 | - | 474 | 61 | |
| Disposals | 1,224 | - | - | - | - | - | 1,224 | - | |
| Translation Adjustment | 16 | 35 | - | 8 | 9 | - | 68 | 135 | |
| As at 31 March 2021 | 1,962 | 502 | 13 | 517 | 1,874 | 452 | 5,320 | 4,447 | |
| Accumulated amortization and impairment | |||||||||
| As at 1 April 2020 | 2,689 | 372 | 8 | 107 | 614 | 293 | 4,083 | 40 | |
| Amortization charge for the year | 415 | 49 | - | 49 | 317 | 77 | 907 | - | |
| Disposals | 1,224 | - | - | - | - | - | 1,224 | - | |
| Translation Adjustment | 14 | 31 | 1 | (1) | (4) | (1) | 40 | - | |
| As at 31 March 2021 | 1,894 | 452 | 9 | 155 | 927 | 369 | 3,806 | 40 | |
| Net carrying amount as at 31 March 2021 |
68 | 50 | 4 | 362 | 947 | 83 | 1,514 | 4,407 |
** During the previous year the carrying amount of one of the CGU in EMEA has been reduced to its recoverable amount by recognition of an impairment loss against goodwill on account of COVID-19 in the statement of profit and loss. Refer note 17.
The disposal in acquired software represents write offs of certain software having gross carrying amount of Rs. 1,224 Mn, accumulated amortisation of Rs. 1,224 Mn and net carrying amount of Nil.
3 (d) Commitments
(a) Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
| Particulars | 31 March 2021 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Property, plant and equipment | 24 | 66 | 58 |
| Intangible assets | 52 | 48 | 51 |
3 (e) Impairment tests for goodwill
a) Significant estimate: Key assumptions used for value-in-use calculations
The Group monitors the performance of each acquired business including related goodwill as a separate unit. In certain cases, these businesses fall into more than one Operating Segments. For impairment testing, considering the requirements of IAS 36 paragraph 80(b), the goodwill as well as other assets of the acquired businesses, viz. WHISHWORKS, DPA, Advantage Go and BPM have been allocated such that unit for goodwill impairment testing does not exceed an operating segment. Particularly, the operations of DPA and WHISHWORKS are spread across multiple operating segments and thus for impairment testing , goodwill and all other assets are further allocated to ensure that goodwill impairment testing does not cross limits of an operating segments.
WHISHWORKS provides digital integration business solutions, DPA and BPM are global business process management specialist. Advantage Go is in the business of commercial insurance software and solution provider.
Basis the above methodology, given below is an allocation of carrying amount of goodwill to the units (group of units) having significant goodwill in comparison with the Group's total carrying amount of goodwill:
| CGU | Segment | 1-Apr-19 | 31-Mar-20 | 31-Mar-21 |
|---|---|---|---|---|
| WHISHWORKS | EMEA | - | 1,247 | 1,286 |
| DPA | APAC | 339 | 332 | 354 |
| Advantage Go | EMEA | 827 | 860 | 924 |
| BPM | Americas | 504 | 548 | 532 |
| Others* | 834 | 1,224 | 1,311 | |
| 2,504 | 4,211 | 4,407 |
There are no intangible assets with indefinite useful life allocated to CGU
*Others include units namely Coforge Spain, Coforge Airline Technologies Gmbh, DPA UK, DPA USA, WHISHWORKS USA, Artech, Provision tree and WHISHWORKS India to which allocated goodwill is individually insignificant.
The Group performed its annual impairment test for each of the above units separately at each reporting date. The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period.
Key assumptions used in value in use calculations:
| Assumption | Approach used to determining values [refer note C.] |
|---|---|
| Revenue | Average annual growth rate over the five-year forecast period; based on past performance and management's expectations of market development. These growth rates are further corroborated by annual budgets of the Company. |
| Budgeted operating margin Pre-tax discount rates |
Based on past performance and management's expectations for the future. Reflect specific risks relating to the relevant segments and the geographies in which they operate. |
Basis above, the following table sets out the key assumptions (approximate) for those CGUs that have significant goodwill allocated to them:
31 March 2021
| CGU | Segment | Revenue (% annual growth rate) |
Budgeted operating margin (%) |
Pre-tax discount rate (%) |
|---|---|---|---|---|
| WHISHWORKS | EMEA | 9.50% | 28% | 19.50% |
| DPA | APAC | 5% | 20% | 12% |
| Advantage Go | EMEA | 10% | 30% | 12% |
| BPM | Americas | 10% | 31% | 17% |
31 March 2020
| CGU | Segment | Revenue (% annual growth rate) |
Budgeted operating margin (%) |
Pre-tax discount rate (%) |
|---|---|---|---|---|
| WHISHWORKS | EMEA | 9.50% | 28% | 19.50% |
| DPA | APAC | 5% | 20% | 12% |
| Advantage Go | EMEA | 10% | 30% | 12% |
| BPM | Americas | 10% | 31% | 17% |
1 April 2019
| Segment | CGU | Revenue (% annual growth rate) |
Budgeted operating margin (%) |
Pre-tax discount rate (%) |
|---|---|---|---|---|
| DPA | APAC | 5% | 20% | 12% |
| Advantage Go | EMEA | 5% | 30% | 12% |
| BPM | Americas | 10% | 38% | 17% |
Assumptions for goodwill, for segments classified as others are based on revenue growth rates, operating margins and discount rates as applicable for respective CGUs considering the respective services/ geographies.
b) Significant estimate: impairment charge
The Group has performed impairment testing for the above CGUs and no impairment charge has been identified as at 31 March 2021 (31 March 2020 - Rs 40 Mn impairment recognised on goodwill related to Coforge Airline Technologies Gmbh (CATG) under the head depreciaition and amortisation).
c) Significant estimate: Impact of possible changes in key assumptions
The Group has considered and assessed reasonably possible change for other key assumptions and have not identified any reasonable possible that could cause the carrying amount of any CGU to exceed its recoverable amount. For the year ended 31 March 2020, the recoverable amount for CATG is not materially greater than its carrying value. If there is significant deterioration in the operations of this CGU and its expected future cash flows, this may lead to an impairment loss being recognised. Basis the methodology as discussed above, no impairment loss was recognised for the year ended March 31, 2021
(All amounts in Rs Mn unless otherwise stated)
4 Income Taxes
This note provides an analysis of the group's income tax expense, shows amounts that are recognized directly in equity and how the tax expense is affected by nonassessable and non-deductible items. It also explains significant estimates made in relation to the group's tax positions.
| 4 (a) (i) Income tax expense | Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|
| Current tax | ||
| Current tax on operating profits of the year | 1,712 | 1,548 |
| Adjustments for current tax of prior periods | 24 | 12 |
| Total current tax expense | 1,736 | 1,560 |
| Deferred tax | ||
| Decrease (increase) in deferred tax assets - Minimum Alternate Tax | (128) | (9) |
| Decrease (increase) in deferred tax assets (Employee benefits and provisions and others) | (99) | (55) |
| (Decrease) in deferred tax liabilities (PPE) | (92) | 33 |
| (Decrease) in deferred tax liabilities (Intangible assets) | (115) | (251) |
| Total deferred tax benefit | (434) | (282) |
| Income tax expense | 1,302 | 1,278 |
| (ii) Amount recognised directly in equity | ||
| Deferred tax (liability) on other comprehensive income | (92) | 119 |
| (iii) Tax Losses | ||
| Unused tax losses for which no deferred tax asset has been recognised due to no | 394 | 543 |
| probable certainty of realisation (with no expiry period) | ||
| Potential tax benefit | 118 | 161 |
(iv) Unrecognised temporary differences
Certain subsidiaries of the Group have undistributed earnings, which are expected to be distributed as dividend. The group follows policy of further distributing dividend received from subsidiaries to its shareholders. The Indian Income Tax Act allows the parent company credit for taxes paid by its subsidiaries on dividend. Accordingly, no deferred tax liability has been recorded on such undistributed earnings.
(v) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
| 31 March 2021 | 31 March 2020 | |
|---|---|---|
| Profit from continuing operations before income tax expense | 5,962 | 5,954 |
| Tax at the Indian tax rate of 34.944% (for FY 2019-20: 34.944%) | 2,083 | 2,081 |
| Tax effect of amounts which are not deductible (taxable) in calculating taxable income: | ||
| Impact of deductions | ||
| Effect of tax holiday benefits* | (443) | (412) |
| Taxes paid by branches - net of credits | 27 | (90) |
| Others | (4) | (19) |
| Impact of permanent differences | ||
| Expenses to the extent disallowable | 20 | 11 |
| Tax provision for current tax of prior periods | 24 | 12 |
| Others | 46 | 37 |
| Others | ||
| Effect of differential tax rates | (451) | (372) |
| Effect due to change in statutory tax rate during the year | - | 30 |
| Income tax expense | 1,302 | 1,278 |
*The Group is availing benefits of various tax incentives in the form of tax holidays and exemptions provided by the Government of India.
4 (b) The following table provides the details of income tax assets and income tax liabilities as of 31 March 2021, 31 March 2020 and 1 April 2019
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Income tax assets | |||
| Advance Income Tax | 8,994 | 7,721 | 6,082 |
| Less: Provision for income tax | 8,636 | 7,310 | 5,879 |
| Total income tax assets | 358 | 411 | 203 |
4 (c) The following table provides the details of deferred tax assets and deferred tax liabilities as of 31 March 2020, 31 March 2020 and 1 April 2019:
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Deferred tax assets - Non Current | 1,447 | 1,215 | 1,054 |
| The balance comprises temporary differences attributable to: | |||
| Provisions allowed on payment basis Defined benefit obligations allowed on payment basis Other items Minimum alternate tax credit entitlement Gross deferred tax assets (A) |
349 298 37 895 1,579 |
334 194 49 767 1,344 |
340 236 (64) 758 1,270 |
| Tax impact of difference between carrying amount of Property, plant and equipment in the financial statements and as per the income tax calculation |
(101) | (193) | (160) |
| Deferred tax asset related to fair value loss on derivative instruments not charged in the statement of Profit and Loss but taken to Balance Sheet |
(31) | 64 | (56) |
| Gross deferred tax liabilities (B) | (132) | (129) | (216) |
| Net Deferred tax assets (A-B) | 1,447 | 1,215 | 1,054 |
Movement in deferred tax assets
| Deferred tax assets | Deferred tax liability |
|||||||
|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment |
Derivatives | Defined benefit obligations allowed on payment basis |
Provisions allowed on payment basis |
Minimum alternate tax credit entitlement |
Other items | Total | Intangible assets |
|
| At 1 April 2019 | (160) | (56) | 236 | 340 | 758 | (64) | 1,054 | (313) |
| Acquisition of subsidiary | - | - | - | - | - | - | - | (196) |
| (charged)/credited: | - | |||||||
| - to profit or loss- deferred tax | (33) | - | (41) | (6) | - | 102 | 22 | 251 |
| - MAT asset created from current tax expenses | - | - | - | - | 9 | - | 9 | - |
| - to other comprehensive income | - | |||||||
| Income tax netted with deferred gain on cash flow hedges |
- | 120 | - | - | - | - | 120 | - |
| Remeasurement of post - employment benefit obligations (expenses) / income |
- | - | (1) | - | - | - | (1) | - |
| - Translation adjustment | - | - | - | - | - | 11 | 11 | (21) |
| At 31 March 2020 | (193) | 64 | 194 | 334 | 767 | 49 | 1,215 | (279) |
| (charged)/credited: | ||||||||
| - to profit or loss- deferred tax | 92 | - | 103 | 15 | - | -19 | 191 | 115 |
| - MAT asset created from current tax expenses | - | - | - | - | 128 | - | 128 | - |
| - to other comprehensive income | 0 | |||||||
| Income tax netted with deferred gain on cash flow hedges |
- | (95) | - | - | - | - | (95) | - |
| Remeasurement of post - employment benefit | - | - | 3 | - | - | - | 3 | - |
| obligations (expenses) / income | ||||||||
| - Translation adjustment | - | - | (2) | - | - | 7 | 5 | (2) |
| At 31 March 2021 | (101) | (31) | 298 | 349 | 895 | 37 | 1,447 | (166) |
Notes :
Deferred tax assets and liabilities above have been determined by applying the income tax rates of respective countries. Deferred tax assets and liabilities in relation to taxes payable under different tax jurisdictions have not been offset in financial statements. Accordingly deferred tax assets of Rs. 1,447 Mn (31 March 2020 Rs. 1,215 Mn, 1 April 2019 Rs. 1,054 Mn) and Deferred tax liability of Rs. 166 Mn (31 March 2020- Rs. 279 Mn, 1 April 2019- 313 Mn) have been separately disclosed.
(All amounts in Rs Mn unless otherwise stated)
4 (d) Contingent liabilities
Contingent liabilities The Group had contingent liabilities in respect of:
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Claims against the Group not acknowledged as debts | |||
| Income tax matters pending disposal by the Indian tax authorities | 368 | 138 | 285 |
| Total | 368 | 138 | 285 |
Claims against the Group not acknowledged as debts as on March 31, 2021 include demand from the Indian Income tax authorities on certain matters relating to availment of tax holiday
The Group is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Group's financial position and results of operations.
Also refer Note 8(iv) on Code of social security not yet made effective.
5 Other Current and Non Current assets
Other Current and Non current assets comprises of:
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Current | |||
| Advances other than capital advances | 367 | 416 | 416 |
| Prepayments | 669 | 486 | 683 |
| Deferred contract cost | 43 | 34 | 37 |
| Total other Current assets | 1,079 | 936 | 1,136 |
| Non- Current | |||
| Capital advances | - | 14 | - |
| Advances other than capital advances | 38 | 62 | 1 |
| Prepayments | 152 | 42 | 72 |
| Deferred contract cost | 64 | 22 | 4 |
| Total other non-current assets | 254 | 140 | 77 |
6 Financial assets and financial liabilities (All amounts in Rs Mn unless otherwise stated)
6(a) Trade receivables (Financial Asset at Amortised Cost)
| 31 March 2021 | 31 March 2020 | 1 April 2019 | ||||
|---|---|---|---|---|---|---|
| Current | Non- Current | Current | Non- Current | Current | Non- Current | |
| Trade receivables | 11,588 | 1,584 | 10,489 | 383 | 7,128 | 50 |
| Less: Allowance for doubtful debt | 905 | - | 748 | - | 625 | - |
| Total receivables | 10,683 | 1,584 | 9,741 | 383 | 6,503 | 50 |
| Trade receivables includes amounts yet to be billed to customers and dependent only on passage of time (unbilled) |
1,788 | 1,584 | 1,176 | 383 | 626 | 5 |
As at March 31, 2021, the Group has outstanding trade receivables of Rs 921 Mn (Previous year Rs. 810 Mn, 1 April 2019 Rs. 936 Mn) relating to Government customers in India [net of provision of Rs. 492 Mn (Previous year Rs. 574 Mn, 1 April 2019 Rs. 537 Mn)]. The appropriateness of the allowance for doubtful trade receivables is subjective due to the high degree of significant judgment applied by management in determining the impairment provision. Above trade receivables pertain to contract with customers as defined under IFRS 15 on Revenue from contract with customers.
During the year, one of the Indian government customers of the Group with whom the contract was executed during 2014, has deducted certain amounts. The maximum exposure as of March 31, 2021 is estimated to be Rs. 137 Mn. The Group, basis it's assessment and legal advice, considers such deductions to be arbitrary and has disputed the same and is confident of resolving it favorably.
The Group has assessed the impact of the global pandemic on the financial statements, including the subsequent events upto the reporting date as below. As a result, the Group has recognised Rs 201 Mn as provision for doubtful debts during the year ended March 31, 2021, against customers in the travel and hospitality sector. The appropriateness of the allowance for doubtful trade receivables pertaining to customers in travel and hospitality sector is subjective due to the high degree of significant judgment applied by management in determining the impairment provision.
During the year the Group received old outstanding (which was provided for in earlier years) amounting to Rs. 220 Mn from one of its government customer. The Group recorded the recovery of principal amount of Rs. 138 Mn as credit to the allowance for doubtful debts - trade receivables and interest component of Rs. 82 Mn in Other Income.
6(b) Other financial assets
(i) Other financial assets at amortised cost
| 31 March 2021 | 31 March 2020 | 1 April 2019 | ||||
|---|---|---|---|---|---|---|
| Current | Non- Current | Current | Non- Current | Current | Non- Current | |
| Security deposits | 112 | 33 | 128 | 25 | 79 | 62 |
| Less -Allowance for doubtful security deposits | - | 2 | - | 2 | - | 2 |
| 112 | 31 | 128 | 23 | 79 | 60 | |
| Long term deposits with bank with maturity period more than 12 months [Refer Note (a) below] |
- | 153 | 30 | 205 | - | 178 |
| Deposits with maturity more than 3 months but less than 12 months |
106 | - | 823 | - | 480 | - |
| Unpaid dividend account [Refer Note (b) below] | 17 | - | 16 | - | 17 | - |
| Others | 21 | 61 | 9 | 39 | - | - |
| 256 | 245 | 1,006 | 267 | 576 | 238 |
(a) Includes Rs. 145 Mn (31 March 2021 Rs. 156 Mn, 1 April 2019 Rs. 156 Mn) Held as margin money by bank against bank guarantees given to the Customers. (b) Can be used only to settle unpaid dividend liability.
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |||||
|---|---|---|---|---|---|---|---|
| Current | Non- Current | Current | Non- Current | Current | Non- Current | ||
| (ii) | Financial assets at fair value through other comprehensive income - Non Current |
||||||
| Investments in equity instruments (fully paid) at Fair Value through OCI |
- | - | - | - | - | - | |
| # 0 represents amount is below the rounding off norm adopted by the Group | |||||||
| (iii) Financial assets at fair value through profit or loss- Current | |||||||
| Investment in Mutual Funds - Quoted | 124 | - | 137 | - | 3,651 | - | |
| (iv) Derivative Financial Assets (i) Derivatives Foreign exchange forward contracts designated as cash flow hedge |
167 | - | 12 | - | 221 | - | |
| Total derivative financial assets | 167 | - | 12 | - | 221 | - | |
| Total other financial assets | 547 | 245 | 1,155 | 267 | 4,448 | 238 |
6(c) Cash and cash equivalents consist of the following:
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Balances with Banks | |||
| - in Current Accounts | 4,211 | 4,179 | 4,379 |
| - in EEFC account | 3,061 | 751 | - |
| Deposits with maturity less than three months | 727 | 3,265 | 700 |
| Total Cash and cash equivalents | 7,999 | 8,195 | 5,079 |
There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows:
| Particulars | As at 1st April | Cash Flow during the year | Finance | Others | As at 31 March | ||
|---|---|---|---|---|---|---|---|
| 2020 | Proceeds | Payment | Net Cash Flows | Charges Accrued |
(note 1) | 2021 | |
| Long term borrowings (including Current Maturities of long term debt) |
320 | - | (306) | (306) | - | - | 14 |
| Dividend Payable (including Corporate Dividend Tax ) | 16 | - | (686) | (686) | - | 687 | 17 |
| Interest on borrowings | - | - | (7) | (7) | 7 | - | - |
| Lease liability | 973 | - | (425) | (425) | 64 | 200 | 812 |
| Fair value of NCI | 1,994 | (1,427) | (1,427) | 141 | 708 | ||
| 3,303 | - | (2,851) | (2,851) | 71 | 1,028 | 1,551 | |
| Note 1: Others include interim dividend accrued during the year. |
| Particulars | Cash Flow during the year Finance |
||||||
|---|---|---|---|---|---|---|---|
| As at 1st April 2019 |
Proceeds | Payment | Net Cash Flows | Charges Accrued |
Others | As at 31 March 2020 |
|
| Long term borrowings (including Current Maturities of long term debt) (Note 1) |
81 | 281 | (42) | 239 | - | - | 320 |
| Dividend Payable (including Corporate Dividend Tax ) Note 2) |
17 | - | (1,469) | (1469) | - | 1,468 | 16 |
| Interest on borrowings | - | - | (5) | (5) | 5 | - | - |
| Lease liability | 1,178 | (367) | (367) | 80 | 82 | 973 | |
| Fair value of NCI (Note 3) | 1,954 | (1,362) | (1,362) | - | 1,402 | 1,994 | |
| 3,230 | 281 | (3,245) | (2964) | 85 | 2,952 | 3,303 |
Note 1 - Proceeds includes amount acquired through acquisition Rs. 7 Mn
Note 2 - Others include interim dividend accrued during the year. Note 3 - Others include fair value of NCI on acquisition of WHISHWORKS.
6 Financial liabilities
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| 6(d) Non - Current Borrowings | |||
| Secured Loans | |||
| Term loans | |||
| From Financial Institutions | 3 | 13 | 37 |
| Deferred Payment Liabilities | |||
| Property Plant & Equipments | - | 32 | 62 |
| Total non-current borrowings | 3 | 45 | 99 |
| Current Borrowings | |||
| Secured Loans | |||
| Current maturities of Term loans | |||
| From Financial Institutions | 7 | 20 | 33 |
| Unsecured Loans | |||
| Term loans | |||
| From Financial Institutions | - | 282 | 1 |
| Total current borrowings | 7 | 302 | 34 |
(a) Term loans from Financial Institution
'- Secured by way of hypothecation of the vehicles financed. The loan amounts along with interest are repayable over the period of 2 to 3 years (equal monthly instalments) from the date of sanction of loan. The interest rate on above loans are within the range of 8.63% to 11.36%. per annum
'- Unsecured loan amount along with interest are repayable in 6 months from the date of sanction of loan. The interest rate on above loan is 3.95% per annum. During the year, the Group has repaid the loan amount along with interest.
(b) The carrying amount of non-financial assets pledged as security for current and non-current borrowings are disclosed in Note 3(a).
6(e) Trade Payable
These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid as per the agreed terms.
| 31 March 2021 | 31 March 2020 | 1 April 2019 | ||||
|---|---|---|---|---|---|---|
| Current | Non- Current | Current | Non- Current | Current | Non- Current | |
| Trade Payables | 3,398 | 325 | 2,634 | 206 | 1,647 | - |
| 3,398 | 325 | 2,634 | 206 | 1,647 | - | |
6(f) Other Financial liabilities
| Financial Liability (i) |
||||||
|---|---|---|---|---|---|---|
| 31 March 2021 | 31 March 2020 | 1 April 2019 | ||||
| Current | Non- Current | Current | Non- Current | Current | Non- Current | |
| Capital creditors | 134 | - | 90 | - | 109 | - |
| Employee benefits payable | 1,515 | 1,266 | 1,123 | |||
| Unclaimed dividend | 17 | - | 16 | - | 17 | - |
| Fair value of NCI | 708 | - | 1,405 | 589 | 1,416 | 538 |
| Total other financial liabilities | 2,374 | - | 2,777 | 589 | 2,665 | 538 |
Fair value of NCI amounting to Rs. 708 Mn (31 March 2020 Rs. 1,994 Mn, 1 April 2019 Rs. 1,954 Mn) has been measured through fair valuation by other equity. Also refer note 26 and 27.
(ii) Derivative Financial Liability
| Total other financial liabilities | 2,435 | - | 3,053 | 589 | 2,674 | 538 |
|---|---|---|---|---|---|---|
| Total derivative financial liabilities | 61 | - | 276 | - | 9 | - |
| Foreign exchange forward contracts | 61 | - | 276 | - | 9 | - |
| Designated as hedge instrument cash flow hedge |
6(g) Fair value measurements
The carrying value and fair value of financial instruments by categories as of 31 March 2021, 31 March 2020 and 1 April 2019 were as follows:
| As at 31 March 2021 | FVPL | FVTOCI | Amortized Cost |
Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Financial assets | |||||
| Trade receivables | - | - | 1,584 | 1,584 | 1,584 |
| Investments in Mutual funds | 124 | - | - | 124 | 124 |
| Derivative instruments | - | 167 | - | 167 | 167 |
| Other long-term financial assets | - | - | 245 | 245 | 245 |
| Total Financial assets | 124 | 167 | 1,829 | 2,120 | 2,120 |
| Financial liabilities | |||||
| Borrowings | - | - | 3 | 3 | 3 |
| Non controlling interest * | - | - | - | 708 | 708 |
| Trade payable | - | - | 325 | 325 | 325 |
| Derivative instruments | - | 61 | - | 61 | 61 |
| Total Financial liabilities | - | 61 | 328 | 1,097 | 1,097 |
| As at 31 March 2020 | FVPL | FVTOCI | Amortized Cost |
Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Financial assets | |||||
| Trade receivables | - | - | 383 | 383 | 383 |
| Investments in Mutual funds | 137 | - | - | 137 | 137 |
| Derivative instruments | - | 12 | - | 12 | 12 |
| Other long-term financial assets | - | - | 267 | 267 | 267 |
| Total Financial assets | 137 | 12 | 650 | 799 | 799 |
| Financial liabilities | |||||
| Borrowings | - | - | 45 | 45 | 45 |
| Non controlling interest * | - | - | - | 1,994 | 1,994 |
| Trade payable | - | - | 206 | 206 | 206 |
| Derivative instruments | - | 276 | - | 276 | 276 |
| Total Financial liabilities | - | 276 | 251 | 2,521 | 2,521 |
| As at 31 March 2019 | FVPL | FVTOCI | Amortized Cost |
Carrying amount |
Fair value |
|---|---|---|---|---|---|
| Financial assets | |||||
| Trade receivables | - | - | 50 | 50 | 50 |
| Investments in Mutual funds | 3,651 | - | - | 3,651 | 3,651 |
| Derivative instruments | - | 221 | - | 221 | 221 |
| Other long-term financial assets | - | - | 238 | 238 | 238 |
| Contract Assets | - | - | - | - | - |
| Total Financial assets | 3,651 | 221 | 288 | 4,160 | 4,160 |
| Financial liabilities | |||||
| Borrowings | - | - | 99 | 99 | 99 |
| Non controlling interest * | - | - | - | 1,954 | 1,954 |
| Derivative instruments | - | 9 | - | 9 | 9 |
| Total Financial liabilities | - | 9 | 99 | 2,062 | 2,062 |
The carrying amounts of short-term financial assets and financial liabilities such as trade receivables(current), contract assets (current), security deposit (current), other bank deposits, other bank balances, other current financial assets, unpaid dividend account, cash and cash equivalents, current borrowings trade payables (current), employee benefits payable, unclaimed dividends, lease liabilities and capital creditors, are considered to be the same as their fair values, due to their short term nature.
* Fair value of NCI amounting to Rs. 708 Mn (31 March 2020 Rs. 1,994 Mn, 1 April 2019 Rs. 1,954 Mn) has been measured through fair valuation by other equity. Also refer note 26 and 27.
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
(a) recognized and measured at fair value and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard.
An explanation of each level follows underneath the table.
| Financial assets and liabilities measured at fair value - recurring | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| fair value measurements at 31 March 2021 | ||||
| Financial assets | ||||
| Financial Investments at FVPL | ||||
| Mutual funds | 124 | - | - | 124 |
| Derivatives designated as hedges | ||||
| Derivative Financial Assets | - | 167 | - | 167 |
| Financial assets at amortised costs | ||||
| Trade receivables | - | 1,584 | - | 1,584 |
| Other long-term financial assets | - | 245 | - | 245 |
| Total financial assets | 124 | 1,996 | - | 2,120 |
| Financial Liability | ||||
| Derivatives designated as hedges | - | - | - | - |
| Derivative Financial Liability | - | 61 | - | 61 |
| Other financial liabilities | ||||
| Non controlling interest | - | - | 708 | 708 |
| Financial liabilities at amortised costs | ||||
| Borrowings | - | 3 | - | 3 |
| Trade payable | - | 325 | - | 325 |
| Total financial Liability | - | 389 | 708 | 1,097 |
| Financial assets and liabilities measured at fair value - recurring | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| fair value measurements at 31 March 2020 | ||||
| Financial assets | ||||
| Financial Investments at FVPL | ||||
| Mutual funds | 137 | - | - | 137 |
| Derivatives designated as hedges | ||||
| Derivative Financial Assets | - | 12 | - | 12 |
| Financial assets at amortised costs | ||||
| Trade receivables | - | 383 | - | 383 |
| Other long-term financial assets | - | 267 | - | 267 |
| Total financial assets | 137 | 662 | - | 799 |
| Financial Liability | ||||
| Derivatives designated as hedges | ||||
| Derivative Financial Liability | - | 276 | - | 276 |
| Other financial liabilities | ||||
| Non controlling interest | - | - | 1,994 | 1,994 |
| Financial liabilities at amortised costs | ||||
| Borrowings | - | 45 | - | 45 |
| Trade payable | - | 206 | - | 206 |
| Total financial Liability | - | 527 | 1,994 | 2,521 |
| Financial assets and liabilities measured at fair value - recurring fair value measurements as at 1 April 2019 |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets | ||||
| Financial Investments at FVPL | ||||
| Mutual funds | 3,651 | - | - | 3,651 |
| Derivatives designated as hedges | ||||
| Derivative Financial Assets | - | 221 | - | 221 |
| Financial assets at amortised costs | - | |||
| Trade receivables | 50 | 50 | ||
| Other long-term financial assets | 238 | 238 | ||
| Contract Assets | - | - | ||
| Total financial assets | 3,651 | 509 | - | 4,160 |
| Financial Liability | ||||
| Derivatives designated as hedges | ||||
| Derivative Financial Liability | - | 9 | - | 9 |
| Other financial liabilities | ||||
| Non controlling interest | - | - | 1,954 | 1,954 |
| Financial liabilities at amortised costs | ||||
| Borrowings | - | 99 | - | 99 |
| Total financial Liability | - | 108 | 1,954 | 2,062 |
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Group's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the year.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
-Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
Non controlling interest (Refer Note 13 and 27)
(i) Revenue inputs - Based on past performance and management's expectations of market development.
(ii) Budgeted operating margin - Based on past performance and management's expectations for the future.
(iii) Pre-tax discount rates - Reflect specific risks relating to the relevant geography in which they operate.
Quantitative details of input used in valuation of fair value of NCI
| 31 March 2021 | 31 March 2020 | 31 March 2019 | |
|---|---|---|---|
| Revenue (% annual growth rate) | 10% | 10%, 20% | 20% |
| Budgeted operating margin (%) | 25% | 25%, 40% | 40% |
| Pre-tax discount rate (%) | 19.5% | 9%, 19.5% | 9% |
| If the revenue/ budgeted operating margin unobservable inputs used in the valuation of Level 3 financial liability for future |
acquisition had been 1% change than management's estimates at 31 March 2021, does not have significant impact in its value and other equity.
(iv) Movement of non controlling interest
| Particulars | 31-Mar-21 | 31-Mar-20 |
|---|---|---|
| Opening non controlling interest * | 1,994 | 1,954 |
| Addition on account of acquisition | - | 1,034 |
| Additional stake acquisition payout | (1,427) | (1,362) |
| Fair value through other equity | 141 | 368 |
| Closing Non controlling interest | 708 | 1,994 |
* As at 31 March 2020 for year ended 31 March 2021 and as at 01 April 2019 for year ended 31 March 2020.
(All amounts in Rs Mn unless otherwise stated)
7 Contract assets
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Current | Current | Current | |
| Contract assets | 717 | 1,107 | 653 |
| Less: Allowance for doubtful contract assets | 88 | 35 | 30 |
| Net contract assets | 629 | 1,072 | 623 |
| Total contract assets | 629 | 1,072 | 623 |
8 Employee benefit obligations Comprises of :
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Current | Non Current | Total | Current | Non Current | Total | Current | Non Current | Total | |
| Leave Obligations (i) | 159 | 348 | 507 | 157 | 375 | 532 | 141 | 433 | 574 |
| Gratuity (iii) | 63 | 348 | 411 | 82 | 218 | 300 | 11 | 236 | 247 |
| Total | 222 | 696 | 918 | 239 | 593 | 832 | 152 | 669 | 821 |
(i) Leave Obligations
Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date.
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date. The following amounts reflect leave that is expected to be taken or paid within next 12 months
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Current leave obligations expected to be settled within next 12 months | 159 | 157 | 141 |
(ii) Defined contribution plans
The Group makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the Branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Group has charged the following amount in the Statement of Profit and Loss:
| Amount recognized in the Statement of Profit and Loss | 31 March 2021 | 31 March 2020 |
|---|---|---|
| Superannuation fund paid to the Trust | 16 | 20 |
| Contribution plans (branches outside India) | 976 | 853 |
| Employees state insurance fund paid to the authorities | 5 | 7 |
| Pension fund paid to the authorities | 125 | 116 |
| Provident Fund - RPFC | 29 | 23 |
| Total | 1,151 | 1,019 |
Defined benefit plans
The Group contributed towards defined benefit plan of Rs. 150 Mn (Previous year Rs.135 Mn) during the year to the employees provident fund trust, which has been charged to Statement of Profit and Loss.
(a) Amount of the obligation recognised in Balance Sheet :
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |
|---|---|---|---|
| Description | |||
| Present value of the defined benefit obligation as at the end of the year | 3,798 | 3,208 | 2,822 |
| Fair value of plan assets at the end of the year | 3,798 | 3,208 | 2,822 |
| Liability/(Assets) recognized in the Balance Sheet | - | - | - |
As the funded status is in surplus there is no need for any specific provision as at 31st March 2021 towards the Provident Fund by the Group. Hence the net liability to be recognised in the balance sheet is Rs. Nil
| (All amounts in Rs Mn unless otherwise stated) | ||
|---|---|---|
| (b) Principal actuarial assumptions at the Balance Sheet date | ||
| Discount Rate | 6.87% | 6.70% |
| Return on Assets for Exempt PF Fund | 6.72% | 7.53% |
| Long term EPFO Rate | 8.50% | 8.50% |
| Expected Contribution to the fund in the next year | 248 | 241 |
(iii) Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of completed service.
The gratuity plan is a funded plan and the Group makes contributions to recognized funds in India.
Changes in the defined benefit obligation and fair value of plan assets as at 31 March 2020
| 1 April 2019 | 556 | (309) | 247 |
|---|---|---|---|
| Added through Acquisition | 17 | - | 17 |
| Current Service Cost | 100 | - | 100 |
| Interest expense/ (income) | 38 | (25) | 13 |
| Total amount recognized in profit or loss | 138 | (25) | 113 |
| Remeasurements | |||
| Return on plan assets, excluding amounts included in interest | - | - | - |
| Actuarial changes arising from changes in demographic assumptions | (9) | 2 | (7) |
| Actuarial changes arising from changes in financial assumptions | (9) | - | (9) |
| Experience adjustments | (6) | 1 | (5) |
| Exchange differences | - | - | - |
| Total amount recognized in other comprehensive income | (24) | 3 | (21) |
| Employer's Contributions | - | (32) | (32) |
| Benefit payments | (117) | 93 | (24) |
| 31 March 2020 | 570 | (270) | 300 |
Changes in the defined benefit obligation and fair value of plan assets as at 31March 2021
| Present Value of Obligation |
Fair Value of Plan Assets |
Net Amount | |
|---|---|---|---|
| 1 April 2020 | 570 | (270) | 300 |
| Current Service Cost | 106 | - | 106 |
| Interest expense/ (income) | 35 | (18) | 17 |
| Total amount recognized in profit or loss | 141 | (18) | 123 |
| Remeasurements | |||
| Return on plan assets, excluding amounts included in interest | - | - | - |
| Actuarial changes arising from changes in demographic assumptions | 15 | 2 | 17 |
| Actuarial changes arising from changes in financial assumptions | 29 | - | 29 |
| Experience adjustments | (22) | - | (22) |
| Exchange differences | - | (1) | (1) |
| Total amount recognized in other comprehensive income | 22 | 1 | 23 |
| Employer's Contributions | - | (7) | (7) |
| Benefit payments | (111) | 83 | (28) |
| 31 March 2021 | 622 | (211) | 411 |
The net liability disclosed above relates to funded and unfunded plans as follows:
| 31 March 2021 | 31 March 2020 | 01 April 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| India | Outside India | Total | India | Outside India | Total | India | Outside India | Total | ||
| Present value of defined benefit obligation |
532 | - | 532 | 483 | - | 483 | 456 | - | 456 | |
| Fair value of plan assets |
(211) | - | (211) | (270) | - | (270) | (309) | - | (309) | |
| Net defined benefit obligation |
321 | - | 321 | 213 | - | 213 | 147 | - | 147 | |
| Unfunded plans | - | 90 | 90 | - | 87 | 87 | - | 100 | 100 | |
| Total defined benefit obligation |
321 | 90 | 411 | 213 | 87 | 300 | 147 | 100 | 247 |
Post employment benefits
The significant actuarial assumptions were as follows:
| 31 March 2021 | 31 March 2020 | |||
|---|---|---|---|---|
| India | Others | India | Others | |
| Discount rate | 6.49% to 6.90% | 1.7% to 2.8% | 6.33% to 6.8% | 1.11% to 3.66% |
| Future salary increase |
7% for next 3 years and 5% thereafter |
2% to 5.25% | 0% for 1st year, 7% for next 3 years and 5% thereafter |
2% to 5.25% |
| Life expectancy | 11.78 years | 13.18 Years | 11.78 years | 13.21 Years |
| Rate of return on plan assets | 6.49% to 6.90% | - | 6.33% to 6.8% | - |
Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
| Change in assumptions | Impact on defined benefit obligation | ||||||
|---|---|---|---|---|---|---|---|
| Increase in assumption | Decrease in assumption | ||||||
| 31 March 202131 March 2020 31 March 2021 31 March 2020 31 March 2021 31 March 2020 | |||||||
| Discount rate | 50 Basis Points 50 Basis Points | (28) | (24) | 25 | 27 | ||
| Salary growth rate | 50 Basis Points 50 Basis Points | 27 | 27 | (28) | (25) |
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
The major categories of plan assets are as follows:
| 31 March 2021 | 31 March 2020 | 01 April 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Quoted | Total | % | Quoted | Total | % | Quoted | Total | % | |
| Insurance policies and cash |
211 | 211 | 100% | 270 | 270 | 100% | 309 | 309 | 100% |
The following payments are expected contributions to the defined benefit plan in future years:
| Less than a year |
Between 1 - 2 years |
Between 2 - 5 years |
Over 5 years | Total | |
|---|---|---|---|---|---|
| 31 March 2021 | 44 | 43 | 182 | 525 | 794 |
| 31 March 2020 | 35 | 42 | 158 | 461 | 696 |
(iv) The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
9 Provisions
| 31 March 2021 | 31 March 2020 | 01 April 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Current | Non | Total | Current | Non | Total | Current | Non | Total | |
| Current | Current | Current | |||||||
| Provision for Customer Contract | 3 | - | 3 | 90 | - | 90 | 181 | 6 | 187 |
| Others | - | - | - | - | - | - | 1 | 50 | 51 |
| Total | 3 | - | 3 | 90 | - | 90 | 182 | 56 | 238 |
(i) Information about individual provisions and significant estimates
Provision for customer contract
The group reviews the cost to complete for all significant projects at year end and a provision has been provided for the excess of cost to be incurred over balance life of the project over and above the revenue to be recognized over the balance life of the project.
(ii) Movements in provisions
Movements in each class of provisions during the year, are set out below:
| Provision for customer contracts |
Others | |
|---|---|---|
| As at 01 April 2019 | 187 | 51 |
| Charged/ (Credited) to profit or loss: | ||
| additional provisions recognized | - | - |
| amount used /adjusted during the year | 97 | 51 |
| unwinding of discount | - | - |
| As at 31 March 2020 | 90 | - |
| Charged/ (Credited) to profit or loss: | ||
| additional provisions recognized | - | - |
| amount used /adjusted during the year | 87 | - |
| unwinding of discount | - | - |
| As at 31 March 2021 | - 3 |
The group has made provisions for the above on a best estimate of the conditions prevailing as at the year end. The final amount that would be ultimately payable would be determined only at the time of closure of respective contracts. The group does not expect any reimbursements in respect of the above provisions.
10 Other Current and Non Current Liabilities
| 31 March 2021 | 31 March 2020 | 01 April 2019 | |
|---|---|---|---|
| Other non-current liabilities | |||
| Payroll taxes | 145 | - | - |
| Contract liabilities | 36 | - | 12 |
| Total other non-current liabilities | 181 | - | 12 |
| Other current liabilities | |||
| Contract liabilities | 536 | 439 | 380 |
| Payroll taxes | 150 | 41 | 12 |
| Statutory dues including provident fund and tax deducted at source | 1,406 | 827 | 750 |
| Total other current liabilities | 2,092 | 1,307 | 1,142 |
11 Equity share capital
| Authorized equity share capital | ||
|---|---|---|
| Number of shares |
Amount | |
| As at 01 April 2019 | 77,000,000 | 770 |
| Increase during the year | - | - |
| As at 31 March 2020 | 77,000,000 | 770 |
| Increase during the year | - | - |
| As at 31 March 2021 | 77,000,000 | 770 |
(i) Movements in equity share capital
| Number of shares |
Amount | |
|---|---|---|
| As at 01 April 2019 | 61,783,874 | 618 |
| Increase during the year | 710,685 | 7 |
| As at 31 March,2020 | 62,494,559 | 625 |
| Issue of Shares | 54,080 | 1 |
| Shares extinguished on buy back (Refer note below) | (1,956,290) | (20) |
| As at 31 March 2021 | 60,592,349 | 606 |
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 29.
Buy back of equity shares
On February 13, 2020, the Shareholders of the Company accorded their approval for buy-back of 1,956,290 fully paid equity shares of the face value of Rs. 10/- each at a price of up to Rs. 1,725 per share aggregating to Rs. 3,375 Mn. The buy-back was consummated on June 22, 2020 and accordingly, 1,956,290 fully paid equity shares have been extinguished from the share capital of the Company with corresponding reduction in Equity Share Capital, Securities Premium Account, General Reserve and Retained Earnings amounting to Rs. 20 Mn, Rs. 1,053 Mn, Rs. 250 Mn and Rs. 2,052 Mn respectively.
| 31 March 2021 | 31 March 2020 | 01 April 2019 | ||
|---|---|---|---|---|
| 12 | Reserves and Surplus | |||
| Capital reserves | 11 | 11 | 11 | |
| Capital redemption reserve | 36 | 17 | 17 | |
| Securities premium | 39 | 1,053 | 614 | |
| Share options outstanding | 523 | 83 | 180 | |
| General reserve | 2,057 | 2,306 | 2,306 | |
| Retained earnings | 20,689 | 19,729 | 16,808 | |
| Cash flow hedging reserve | 77 | (197) | 156 | |
| Foreign currency translation reserve | 882 | 511 | - | |
| Total reserves and surplus | 24,314 | 23,513 | 20,092 | |
| (i) Capital Reserves | ||||
| Opening Balance | 11 | 11 | ||
| Increase/ decrease during the year | - | - | ||
| Closing Balance | 11 | 11 | ||
| (ii) Capital redemption reserve | ||||
| Opening Balance | 17 | 17 | ||
| Add: Increase due to buy back of equity shares | 19 | - | ||
| Closing Balance | 36 | 17 | ||
| (iii) Securities premium | ||||
| Opening Balance | 1,053 | 614 | ||
| Add: Transferred from employee stock option | 22 | 160 | ||
| Add: Premium on shares issued for exercised options | 17 | 279 | ||
| Less: Decrease due to buy back of equity shares | (1,053) | - | ||
| Closing Balance | 39 | 1,053 | ||
(All amounts in Rs Mn unless otherwise stated)
| 31 March 2021 | 31 March 2020 | |
|---|---|---|
| (iv) Employee stock option | ||
| Options granted till date | 83 | 180 |
| Less: Transferred to securities premium | (22) | (160) |
| Add: service cost for the year | 462 | 63 |
| Closing Balance | 523 | 83 |
| (v) General Reserve | ||
| Opening Balance | 2,306 | 2,306 |
| Less: Decrease due to buy back of equity shares | (249) | - |
| Closing Balance | 2,057 | 2,306 |
| (vi) Retained Earnings | ||
| Opening Balance | 19,729 | 16,808 |
| Net profit for the period | 4,556 | 4,440 |
| Add: Remeasurement gains on defined benefit plans | (9) | 2 |
| Add: Sale of subsidiary | - | (11) |
| Less: Impact of fair value of NCI | (36) | (42) |
| Less: Decrease due to buy back of equity shares including | (2,864) | - |
| transaction cost | ||
| Less: Appropriations | ||
| Dividend paid | (687) | (1,249) |
| Corporate dividend tax on above* | - | (219) |
| Closing Balance | 20,689 | 19,729 |
*The subsidiary has declared dividend on which dividend distribution tax (DDT) was paid by the subsidiary. The Company has got credit for the same through adjustment against DDT deposited by the Company along payment of dividend to the shareholders. Considering the nature of DDT, being tax deposited on behalf of shareholders the Company has adjusted the said amount against reserves directly.
| Cash Flow Hedging Reserve |
Foreign Currency Translation Reserve |
Total | |
|---|---|---|---|
| As at 01 April 2019 | 156 | - | 156 |
| Fair Value changes on Cash Flow Hedges, net of | |||
| tax | |||
| Increase/(decrease) during the year | (353) | 511 | 158 |
| As at 31 March 2020 | (197) | 511 | 314 |
| Fair Value changes on Cash Flow Hedges, net of | |||
| tax | |||
| Increase/(decrease) during the year | 274 | 371 | 645 |
| As at 31 March, 2021 | 77 | 882 | 959 |
Also refer note 20
Nature and purpose of other reserves
Securities premium
Securities premium is used to record the premium on issue of shares. The premium is utilized in accordance with the provisions of the Companies Act 2013.
Share options outstanding
The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005).
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.
Cash flow hedging reserve
The group uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described within Note 20. For hedging foreign currency risk, the group uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.
Foreign currency translation reserve
Exchange differences arising on translation of foreign operations are recognized in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the foreign operations are disposed-off.
13 Non-controlling interests (NCI)
| At 1 April 2019 | 75 |
|---|---|
| Add : Non-controlling share in the results for the year | 236 |
| Add:Acquisition of Whishworks (Refer note 26) | 1,034 |
| Less: sale of subsidiary | (73) |
| Less : Derecognition of NCI to Financial liability | (1,272) |
| At 31 March 2020 | - |
| Add : Non-controlling share in the results for the year | 104 |
| Less : Derecognition of NCI to Financial liability | (104) |
| At 31 March, 2021 | - |
(All amounts in Rs Mn unless otherwise stated)
| Year ended 31 March 2021 |
Year ended 31 March 2020 |
||
|---|---|---|---|
| 14 | Revenue from operations | ||
| Sales of products | 3,636 | 459 | |
| Sale of services | 42,992 | 41,380 | |
| Total revenue from operations | 46,628 | 41,839 | |
| Revenue from operations include gain/ (loss) on account of hedge amounting to Rs. (31 Mn) and Rs 235 Mn for year ended 31 March 2021 and 31 March 2020 respectively |
| Total revenue from operations | 46,628 | 41,839 |
|---|---|---|
| Services transferred over time | 42,992 | 41,380 |
| Goods transferred at a point in time | 3,636 | 459 |
| Timing of revenue recognition | ||
14 (a)
(i) Disaggregate revenue information
Refer note 25(b) for geographical revenue disaggregation. In addition the group maintain revenue by verticals:
| Year ended | Year ended |
|---|---|
| 31 March 2021 | 31 March 2020 |
| 8,135 | 6,754 |
| 15,135 | 12,694 |
| 8,989 | 11,666 |
| 14,369 | 10,725 |
| 46,628 | 41,839 |
| (ii) | Revenue by Service line | Year ended | Year ended |
|---|---|---|---|
| 31 March 2021 | 31 March 2020 | ||
| Application Development and Maintenance | 12,496 | 13,556 | |
| Cloud and Infrastructure | 9,652 | 7,322 | |
| Business Process Management | 793 | 962 | |
| Product Engineering | 7,321 | 6,234 | |
| Data & Integration | 9,372 | 7,657 | |
| Intelligent Automation | 6,994 | 6,108 | |
| Total Revenue | 46,628 | 41,839 |
(iii) Revenue by Project type Year ended 31 March 2021 Year ended 31 March 2020 Time-and-material 21,449 21,756 Fixed-price* 25,179 20,083 Total Revenue 46,628 41,839
*Comprises fixed capacity, fixed monthly, transaction based and licensed related contract.
| (iv) | Particulars pertaining to contract assets [Refer note 7] | Year ended | Year ended |
|---|---|---|---|
| 31 March 2021 | 31 March 2020 | ||
| Balance at the beginning | 1,072 | 623 | |
| Contract assets classified to trade receivable upon billing to customer out of opening contract assets | 1,026 | 540 | |
Also refer note 6(a) for trade receivables and note 10 for contract liability
| (v) | Particulars pertaining to contract liability (Refer note 10) |
Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|---|
| Balance at the beginning | 403 | 390 | |
| Revenue recognized during the year from opening contract liability | 403 | 377 |
(vi) Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue. Applying the practical expedient as given in IFRS 15, the Group has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2021, other than those meeting the exclusion criteria mentioned above, is Rs. 4,254 Mn (Previous year Rs. 1,596 Mn, 1 April 19 Rs. 1,182 Mn). Out of this, the Group expects to recognize revenue of around Rs. 2,128 Mn (Previous year Rs. 1,512 Mn, 1 April 19 Rs. 1,024 Mn) within the next one year and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive penalty. Generally, customers have not terminated contracts without cause.
(vii) Payment terms
Majority of the Group's revenue involve payment terms less than one year from the date of satisfaction of performance obligation. However, in case of contracts for grant of right of use for license, payments are due over license period. In these cases, the Group has identified that the contract contains significant financing component.
(All amounts in Rs Mn unless otherwise stated)
| Year ended 31 March 2021 |
Year ended 31 March 2020 |
||
|---|---|---|---|
| 15 | Other income, net | ||
| Net gain on sale of investments | |||
| Dividend income from investment in mutual funds | - | 12 | |
| Interest Income from financial assets at amortised cost | 109 | 93 | |
| Gain on exchange fluctuations (net) | - | 174 | |
| Gain on sale of Investments in equity instruments | - | 116 | |
| Income on Financial Investments at fair value through profit and loss | |||
| Mutual funds | 8 | 188 | |
| Miscellaneous income [Refer note 6(a)] | 209 | 151 | |
| Total other income | 326 | 734 | |
| 16 | Employee benefits expense | ||
| Salaries, wages and bonus [Refer note (a) below] | 26,062 | 23,691 | |
| Contribution to provident (and other) funds (Refer note 8) | 1,303 | 1,151 | |
| Employee share-based payment expense (Refer note 29) | 464 | 63 | |
| Gratuity (Refer note 8) | 145 | 103 | |
| Staff welfare expenses | 184 | 290 | |
| (a) | Total employee benefit expense Salaries, wages and bonus includes transaction related expenses Nil (Previous Year Rs. 195 mn) |
28,158 | 25,298 |
| 17 | Depreciation and amortization expense | ||
| Depreciation of property, plant and equipment [Refer note 3(a)] | 638 | 623 | |
| Depreciation of right of use assets [Refer note 3(b)] | 291 | 283 | |
| Amortisation of intangible assets [Refer note 3( c) and 18(a)] Total Depreciation and amortization expense |
907 1,836 |
864 1,770 |
|
| 18 | Other Expenses | ||
| Facility related expenses | 840 | 864 | |
| Communication expenses | 229 | 268 | |
| Legal and professional | 770 | 931 | |
| Travelling and conveyance | 197 227 |
1,277 | |
| Recruitment expenses Insurance premium |
78 | 313 76 |
|
| Loss on exchange fluctuations (net) | 106 | - | |
| Allowance for doubtful debts - trade receivables and contract assets [Refer note (a) below and | 384 | 172 | |
| 21(b)] | |||
| Loss on sales of assets (net) | 16 | 13 | |
| Expenditure towards Corporate Social Responsibilities activities | 81 | 56 | |
| Marketing expenses | 123 | 318 | |
| Transaction related expenses | 46 | 40 | |
| Miscellaneous expenses | 318 | 267 | |
| 3,415 | 4,595 | ||
(a) Allowance for doubtful debts - trade receivables and contract assets include allowance for doubtful debts recorded due to Covid-19 amounting Rs 180 Mn for year ended 31 March 2021 (31 March 2020 Rs. 88 Mn)
19 Finance costs
| Interest on borrowings | 15 | 5 |
|---|---|---|
| Bank and financial charges | 36 | 36 |
| Unwinding of discounts on lease liability and others | 92 | 114 |
| Finance costs expensed in profit or loss | 143 | 155 |
Costs and expenses are recognised when incurred and have been classified according to their nature. The costs of the Group are broadly categorised into employee benefit expenses, cost of hardware and third-party software for service delivery to clients, sub-contracting/ technical fees, depreciation and amortisation expense and other expenses. Other expenses mainly include fees paid to external consultants, facility related expenses, travel expenses, communication expenses, insurance expenses, bad debts and advances written off, allowance for doubtful trade receivables and advances (net), marketing expenses and miscellaneous expenses. Facility related expenses include lease rentals, electricity charges, repair & maintenance and other related costs. Cost pertaining to shareholders activity/ mergers and acquisitions is classified as transaction cost
20 Hedging activities and derivatives
The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a foreign currency).
The Group manages its foreign currency risk of operating activities by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.
When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
At 31 March 2021, the Company hedged 75% (31 March 2020: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.
As at 31 March 2021 The Group is holding the following foreign exchange forward contracts (highly probable forecasted sales)
| Particulars | Less than 1 month |
1 to 3 months | 3 to 6 months | 6 to 9 months | 9 to 12 month | Total |
|---|---|---|---|---|---|---|
| USD /INR | ||||||
| Notional amount (INR) | 590 | 1,149 | 1,448 | 1,366 | 1,193 | 5,746 |
| Average forward rate | 78 | 78 | 77 | 77 | 76 | 77 |
| GBP /INR | ||||||
| Notional amount (INR) | 165 | 477 | 592 | 521 | 446 | 2,201 |
| Average forward rate | 97 | 98 | 100 | 102 | 105 | 101 |
| EUR /INR | ||||||
| Notional amount (INR) | 37 | 86 | 110 | 96 | 84 | 413 |
| Average forward rate | 88 | 89 | 91 | 82 | 93 | 91 |
| AUD /INR | ||||||
| Notional amount | 17 | 47 | 60 | 57 | 51 | 232 |
| Average forward rate | 54 | 55 | 56 | 57 | 59 | 56 |
As at 31 March 2020
| Particulars | Less than 1 month |
1 to 3 months | 3 to 6 months | 6 to 9 months | 9 to 12 month | Total |
|---|---|---|---|---|---|---|
| USD /INR | ||||||
| Notional amount (INR) | 520 | 1,114 | 1,430 | 1,373 | 1,161 | 5,598 |
| Average forward rate | 72 | 75 | 74 | 74 | 73 | 74 |
| GBP /INR | ||||||
| Notional amount (INR) | 149 | 517 | 587 | 428 | 366 | 2,047 |
| Average forward rate | 94 | 93 | 93 | 97 | 97 | 95 |
| EUR /INR | ||||||
| Notional amount (INR) | 37 | 120 | 141 | 100 | 90 | 488 |
| Average forward rate | 83 | 83 | 84 | 84 | 85 | 84 |
| AUD /INR | ||||||
| Notional amount | 13 | 45 | 65 | - | - | 123 |
| Average forward rate | 45 | 46 | 47 | - | - | 46 |
As at 31 March 2019
| Particulars | Less than 1 month |
1 to 3 months | 3 to 6 months | 6 to 9 months | 9 to 12 month | Total |
|---|---|---|---|---|---|---|
| USD /INR | ||||||
| Notional amount (INR) | 463 | 991 | 993 | 1,232 | 1,304 | 4,983 |
| Average forward rate | 70 | 71 | 73 | 75 | 73 | 73 |
| GBP /INR | ||||||
| Notional amount (INR) | 126 | 249 | 223 | 314 | 348 | 1,260 |
| Average forward rate | 96 | 95 | 96 | 99 | 96 | 97 |
| EUR /INR | ||||||
| Notional amount (INR) | 39 | 76 | 69 | 97 | 107 | 388 |
| Average forward rate | 86 | 85 | 86 | 89 | 85 | 86 |
| AUD /INR | ||||||
| Notional amount | - | - | - | - | - | - |
| Average forward rate | - | - | - | - | - | - |
The impact of the hedging instruments on the balance sheet is, as follows:
| Foreign exchange forward contracts |
Notional amount |
Carrying amount |
Line item in the statement of financial position |
Change in fair value used for measuring ineffectiveness for the year |
|---|---|---|---|---|
| At 31 March 2021 | 8,592 | 106 | Derivative instruments under current financial assets / liabilities |
- |
| At 31 March 2020 | 8,256 | (264) | Derivative instruments under current financial assets / liabilities |
- |
| At 1 April 2019 | 6,629 | 212 Derivative instruments under current financial assets / liabilities |
- |
Impact of hedging activities
(a) Breakup of carrying amount of hedge instruments
31-Mar-21
| Carrying amount of hedging instrument |
Maturity period | ||
|---|---|---|---|
| Assets | Liabilities | ||
| Cash flow hedge | |||
| Foreign exchange risk | |||
| Foreign exchange | 167 | 61 | April 2021 to |
| forward contracts | March 2022 |
31-Mar-20
| Carrying amount of hedging instrument |
Maturity Period | ||
|---|---|---|---|
| Assets | Liabilities | ||
| Cash flow hedge | |||
| Foreign exchange risk | |||
| Foreign exchange | 12 | 276 | April 2020 to |
| forward contracts | March 2021 |
1-Apr-19
| Carrying amount of hedging instrument |
Maturity Period | ||
|---|---|---|---|
| Assets | Liabilities | ||
| Cash flow hedge | |||
| Foreign exchange risk | |||
| Foreign exchange | 221 | 9 | April 2019 to |
| forward contracts | March 2020 |
(b) Disclosure of effects of hedge accounting on financial performance
| Type of Hedge | Change in the value of hedging instrument recognised in other comprehensive income* |
Amount reclassified from cash flow hedging reserve to profit or loss |
Line item affected in statement of profit and loss because of the reclassification |
||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 March 2021 | 31 March 2020 | 31 March 2021 | 31 March 2020 | 31 March 2021 | 31 March 2020 | ||||
| Cash flow hedge | |||||||||
| Foreign exchange risk | 274 | (353) | (31) | 235 Revenue | Revenue |
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2021 and March 31, 2020; on account of changes in the fair value has been reconciled in Note No. 12.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.
21 Financial risk management
The Group's principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The borrowing of the Group constitute loan taken only for vehicle purchased. All the repayments are made out of internal accruals. The main purpose of these financial liabilities is to finance the Group's operations and to provide guarantees to support their operations. The Group's principal financial assets include trade and other receivables, cash and short-term deposits that derive directly from its operations. The Group also holds fair value through profit and loss investments and enters into derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks. The Group's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk committee provides assurance to the Group's senior management that the Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken and derivatives are used exclusively for hedging purposes. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss investments and derivative financial instruments.
-Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
- Foreign currency risk There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk (Refer note 19)
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Unhedged foreign currency exposure
Non-derivative foreign currency exposure as of 31 March, 2021, 31 March 2020 and 1 April 19 in major currencies is as below:
| Net financial Assets | |||||
|---|---|---|---|---|---|
| Currencies | 31 March 2021 | 31 March 2020 | 1 April 2019 | ||
| USD/INR | 1,161 | 1,917 | 1,635 | ||
| GBP/INR | 762 | 814 | 246 | ||
| EURO/INR | 186 | 157 | 142 | ||
| AUD/INR | 151 | 105 | 141 | ||
| Currencies | Net financial Liabilities | ||||
| 31 March 2021 | 31 March 2020 | 1 April 2019 | |||
| USD/INR | 68 | 131 | 25 | ||
| GBP/INR | - | - | - | ||
| EURO/INR | - | - | - | ||
| AUD/INR | 1 | - | - |
a) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.
| Currencies | Impact on Profit after Tax | Impact on other components of equity(excluding impact through Profit and Loss) |
|||
|---|---|---|---|---|---|
| 31 March 2021 | 31 March 2020 | 31 March 2021 | 31 March 2020 | ||
| USD Sensitivity | |||||
| INR/USD - Increase by 3% (31 March 2020 - 3%)* | 12 | 42 | 3 | (6) | |
| INR/USD - Decrease by 3% (31 March 2020 - 3%)* | (12) | (42) | (3) | 6 | |
| EUR Sensitivity | |||||
| INR/EUR - Increase by 3% (31 March 2020 - 3%)* | 9 | 6 | 0 | (1) | |
| INR/EUR - Decrease by 3% (31 March 2020 - 3%)* | (9) | (6) | (0) | 1 | |
| GBP Sensitivity | |||||
| INR/GBP - Increase by 3% (31 March 2020 - 3%)* | 24 | 24 | (2) | (1) | |
| INR/GBP - Decrease by 3% (31 March 2020 - 3%)* | (24) | (24) | 2 | 1 | |
| AUD Sensitivity | |||||
| INR/AUD - Increase by 3% (31 March 2020 - 3%)* | 3 | 3 | (0) | (1) | |
| INR/AUD - Decrease by 3% (31 March 2020 - 3%)* | (3) | (3) | 0 | 1 | |
| *Holding all other variables constant |
b) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Trade Receivables
The customers of the Group are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Group has used the expected credit loss model to assess the impairment loss or gain on trade receivables and contract assets, and has provided it wherever appropriate. In calculating expected credit loss, the Group has also taken into account estimates of possible effect from the pandemic relating to COVID -19 and has recorded provision of Rs. 180 Mn (31 March 2020 Rs. 55 Mn) and Nil (31 March 2020 Rs. 33 Mn) against outstanding receivables and contract assets respectively against one of its customer related to travel industry.
The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2021:
| 31 March 2021 | 31 March 2020 | |
|---|---|---|
| Balance at the beginning | 783 | 655 |
| Impairment loss recognized | 385 | 172 |
| Transfer from provision for customer contract | 87 | - |
| Amounts written off | (262) | (44) |
| Balance at the end | 993 | 783 |
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group's treasury department in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Group's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
c) Liquidity Risk
The Group's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Group has no major outstanding borrowings except small borrowings in form of term loans for vehicles and working capital limits from banks. The term loans are secured against hypothecation of the vehicles [refer note 6(d)], and working capital limit is secured by a first charge on the book debts of the Group and by a second charge on movable assets of the Group . However, the Group believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
d) Maturities of financial liabilities
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2021:-
| Particulars | Less than 1 Year | 1-2 Years | 2-4 Years | 4-8 Years | Total |
|---|---|---|---|---|---|
| Borrowings | 7 | 3 | - | - | 10 |
| Trade Payables | 3,398 | 206 | 44 | 75 | 3,723 |
| Lease Liability | 268 | 198 | 233 | 117 | 816 |
| Other Financial Liabilities (excluding Borrowings) |
2,435 | - | - | - | 2,435 |
| 6,108 | 407 | 277 | 192 | 6,984 |
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2020:-
| Particulars | Less than 1 Year | 1-2 Years | 2-4 Years | 4-8 Years | Total |
|---|---|---|---|---|---|
| Borrowings | 302 | 45 | - | - | 347 |
| Trade Payables | 2,634 | 103 | 33 | 70 | 2,840 |
| Lease Liability | 317 | 223 | 318 | 120 | 978 |
| Other Financial Liabilities (excluding | 3,053 | 589 | - | - | 3,642 |
| Borrowings) | |||||
| 6,306 | 960 | 351 | 190 | 7,807 |
The table below provides details regarding the contractual maturities of significant financial liabilities as of 01 April 2019:-
| Particulars | Less than 1 Year | 1-2 Years | 2-4 Years | 4-8 Years | Total |
|---|---|---|---|---|---|
| Borrowings | 34 | 24 | 72 | 3 | 133 |
| Lease Liability | 280 | 272 | 377 | 252 | 1,181 |
| Trade Payables | 1,647 | - | - | - | 1,647 |
| Other Financial Liabilities (excluding | |||||
| Borrowings) | 2,674 | 538 | - | - | 3,212 |
| 4,635 | 834 | 449 | 255 | 6,173 |
22 Capital Management
a) Risk management
For the Group's capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Group's capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Group has no major outstanding borrowings except small borrowings in form of term loans for vehicles and working capital limits from banks. The term loans are secured against hypothecation of the vehicles [refer note 6(d)] and working capital limit is secured by a first charge on the book debts of the Group and by a second charge on movable assets of the Group. The Group has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2021 and 31 March 2020.
b) Dividends
| 31 March 2021 | 31 March 2020 | |
|---|---|---|
| (i) Equity Shares | ||
| Final dividend paid for the year ended 31 March 2020 of Rs. 11 per share | 687 | - |
| (ii)Interim dividend paid for the year ended 31 March 2021 of Rs. Nil (31 March 2020 - 20) per share | - | 1,249 |
| (iii) Dividends not recognised at the end of reporting period | ||
| In addition to the above dividends, since year end the directors have recommended the payment of Interim | 788 | 687 |
| dividend of Rs. 13 per fully paid up equity share (31 March 2020 - Rs. 11 per share). |
23 Group Information
(i) Interest in Subsidiaries
The Company's subsidiaries at 31 March 2021 are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the company and the proportion of ownership interests held equals the voting rights held by the Company. The country of incorporation or registration is also their principal place of business.
(ii) There are no subsidiaries having material non controlling interest
| Sr. | Place of business/ |
Ownership interest held by the Company |
Ownership interest held by the Non controlling interest |
Principal | |||||
|---|---|---|---|---|---|---|---|---|---|
| No. | Name | country of incorporation |
31 March 2021 |
31 March 2020 |
01 April 2019 |
31 March 2021 |
31 March 2020 |
01 April 2019 |
Activities |
| Direct subsidiaries | |||||||||
| 1 Coforge SmartServe Limited (formerly NIIT SmartServe Limited) |
India | 100 | 100 | 100 | - | - | - | Software development |
|
| 2 Coforge Services Limited (formerly NIIT Technologies Services Limited) |
India | 100 | 100 | 100 | - | - | - | Software development |
|
| 3 Coforge U.K. Limited (formerly NIIT Technologies Limited) |
United Kingdom | 100 | 100 | 100 | - | - | - | Software development |
|
| 4 Coforge Pte Limited (formerly NIIT Technologies Pacific Pte Limited) |
Singapore | 100 | 100 | 100 | - | - | - | Software development |
|
| 5 Coforge DPA Private Limited (formerly NIIT Incessant Private Limited) |
India | 100 | 100 | 90 | - | - | 10 Software | development | |
| 6 Coforge GmbH(formerly NIIT Technologies GmbH) |
Germany | 100 | 100 | 100 | - | - | - | Software development |
|
| 7 Coforge Inc. (formerly NIIT Technologies Inc) | USA | 100 | 100 | 100 | - | - | - | Software development |
|
| 8 Coforge Airline Technologies GmbH (formerly NIIT Airline Technologies GmbH) |
Germany | 100 | 100 | 100 | - | - | - | Software development |
|
| 9 Coforge FZ LLC( formerly NIIT Technologies FZ LLC) |
Dubai | 100 | 100 | 100 | - | - | - | Software development |
|
| 10 NIIT Technologies Philippines Inc (under liquidation) |
Philippines | 100 | 100 | 100 | - | - | - | Software development |
|
| 12 WHISHWORKS IT Consulting Private Limited, India |
India | 81.40 | 57.60 | - | 18.60 | 42.40 | - | Software development |
|
| 13 ESRI India Technologies Limited (till May 13, 2019) |
India | - | - | 88.99 | 11.01 | ||||
| Stepdown subsidiaries | |||||||||
| 14 Coforge BV (formerly NIIT Technologies BV) (Wholly owned by Coforge U.K. Ltd.) |
Netherlands | 100 | 100 | 100 | - | - | - | Software development |
|
| 15 Coforge Limited (formerly NIIT Technologies Ltd) (Coforge Pte Ltd., Singapore) |
Thailand | 100 | 100 | 100 | - | - | - | Software development |
|
| 16 Coforge Technologies (Australia) Pty Limited (formerly NIIT Technologies Pty Ltd ) (Wholly owned by Coforge Pte Ltd., Singapore) |
Australia | 100 | 100 | 100 | - | - | - | Software development |
|
| 17 Coforge Advantage Go (formerly NIIT Insurance Technologies Limited) (Wholly owned by Coforge U.K. Ltd., UK) |
United Kingdom | 100 | 100 | 100 | - | - | - | Software development |
|
| 18 Coforge S.A. (formerly NIIT Technologies S.A.) (Wholly owned by Coforge U.K. Ltd.) |
Spain | 100 | 100 | 100 | - | - | - | Software development |
|
| 19 Coforge BPM Inc. (formerly RuleTek LLC) (80% owned Coforge DPA Private Limited, India and 20% by Coforge DPA NA Inc. USA) |
USA | 100 | 80 | 67.5 | - | 20 | 33 Software | development | |
| 20 Coforge DPA UK Ltd. (formerly Incessant Technologies. (UK) Limited) (Wholly owned by Coforge DPA Private Ltd.) |
United Kingdom | 100 | 100 | 90 | - | - | 10 Software | development | |
| 21 Coforge DPA Ireland Limited (formerly Incessant Technologies (Ireland) Ltd., (Ireland) (Wholly owned by Coforge DPA Private Ltd.) |
Ireland | 100 | 100 | 90 | - | - | 10 Software | development | |
| 22 Coforge DPA Australia Pty Ltd. (formerly Incessant Technologies (Australia) Pty Ltd.) (Wholly owned by Coforge DPA Private Ltd.) |
Australia | 100 | 100 | 90 | - | - | 10 Software | development | |
| 23 Coforge DPA NA Inc. USA (formerly Incessant Technologies NA Inc.) (Wholly owned by Coforge DPA Private Ltd.) |
USA | 100 | 100 | 90 | - | - | 10 Software | development | |
| 24 WHISHWORKS Limited, UK (Wholly owned by Wishworks IT Consulting Private Limited, India) |
United Kingdom | 81.40 | 57.60 | - | 18.60 | 42.4 | - | Software development |
|
| 25 Coforge SPÓŁKA Z OGRANICZONA ODPOWIEDZIALNOSCIA (formerly NIIT Technologies Spółka Z Ograniczona Odpowiedzialnoscia) (Wholly owned by Coforge U.K. Ltd., UK, |
Poland | 100 | - | - | - | - | - | Software development |
|
| 26 Coforge S.R.L., Romania (formerly NIIT Technologies S.R.L.) (Wholly owned by Coforge U.K. Limited, w.e.f. August 25, 2020) |
Romania | 100 | - | - | - | - | - | Software development |
|
| 27 Coforge A.B. Sweden (formerly NIIT Technologies A.B.) (wholly owned by Coforge U.K. Limited, w.e.f. September 07, 2020) |
Sweden | 100 | - | - | - | - | - | Software development |
|
| 28 Coforge SDN. BHD. Malaysia (formerly NIIT Technologies SDN. BHD), (Wholly owned by Coforge Pte Ltd., Singapore, w.e.f. June 25, 2020) |
Malaysia | 100 | - | - | - | - | - | Software development |
(All amounts in Rs Mn unless otherwise stated)
24 Related party transactions
Coforge Limited's principal related parties consist of holding Company Hulst B.V., Netherlands, its own subsidiaries and key managerial personnel. The Group's material related party transactions and outstanding balances are with related parties with whom the Group routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
Ultimate Holding Company
Baring Private Equity Asia GP VII, LP, Cayman (w.e.f. May 17, 2019) Holding Company
Hulst B.V., Netherlands (w.e.f. May 17, 2019)
Interest in Subsidiaries Refer note 23.
A List of related parties with whom the Group has transacted:
a) Parties of whom the Group is an associate and their subsidiaries/associates (till May 17, 2019) NIIT Limited (Includes Scantech Evaluation Services Limited and Evolve Services Limited) NIIT USA Inc. NIIT Sdn Bhd, Malaysia Scantech Evaluation Services Limited NIIT Limited, UK Evolve Services Limited NIIT Institute of Finance Banking and Insurance Training Ltd NIIT China (Shanghai) Ltd
b) Key managerial personnel
Executive Officers Sudhir Singh, Executive Director & Chief Executive Officer Ajay Kalra, Chief Financial Officer Madan Mohan, Executive Vice President Gautam Samanta, Executive Vice President Anurag Chauhan, Executive Vice President Sanjay Mal, Chief Financial Officer (till November 12, 2019)
Directors
Sudhir Singh, Executive Director & Chief Executive Officer Patrick John Cordes, Non Executive Director Kenneth Tuck Kuen Cheong, Non Executive Director Hari Gopalakrishnan, Non Executive Director Ashwani Puri, Non Executive Director Basab Pradhan, Non Executive Director Holly J. Morris, Non Executive Director Kirti Ram Hariharan, Non Executive Director Rajendra S Pawar, Chairman (till May 17,2019) Vijay K Thandani, Non Executive Director (till May 17,2019) Arvind Thakur, Vice Chairman and Managing Director (till May 17,2019)
c) Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested (till May 17, 2019)
Naya Bazar Novelties Private Limited NIIT Institute of Information Technology Indian School of Business NIIT University NIIT Foundation
Titan Company Limited
d) Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested
| e) List of other related parties Particulars |
Country | Nature of relationship |
|---|---|---|
| Coforge Limited Employees Provident Fund Trust (formerly NIIT Technologies Limited Employees Provident Fund Trust) |
India | Post-employment benefit plan |
| Coforge Limited Employees Group Gratuity Scheme (formerly NIIT Technologies Limited Employees Group Gratuity Scheme) |
India | Post-employment benefit plan |
| Coforge Limited Employees Superannuation Scheme (formerly NIIT Technologies Superannuation Scheme) Refer to Note 8 for information and transactions with post-employment benefit plans mentioned above |
India | Post-employment benefit plan |
(All amounts in Rs Mn unless otherwise stated)
| Details of transaction with related parties: Nature of Transactions |
Holding Company |
Parties in whom the Group is an associate and their subsidiaries |
Key Managerial Personnel |
Parties in which Key Managerial Personnel of the Group are interested |
Total |
|---|---|---|---|---|---|
| Receiving of Services | - | - | - | - | - |
| - | (3) | - | - | (3) | |
| Rendering of Services | - | - | - | 5 | 5 |
| - | (29) | - | - | (29) | |
| Dividend Paid | 482 | - | - | - | 482 |
| (876) | - | - | - | (876) | |
| Donations paid | - | - | - | - | - |
| - | - | - | (53) | (53) |
Figures in parenthesis represent Previous Year's figures
C. Transactions with Key Managerial Personnel (KMP)
The table below describes the related party transactions with key management personnel which comprises directors and executive officers under IAS 24:
| Particulars | Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|
| Short term employee benefits | 199 | 341 |
| Commission & sitting fees | 21 | 27 |
| Post employment benefits* | 11 | 52 |
| Long term employee benefits | - | - |
| Termination benefits | - | - |
| Remuneration paid | 231 | 420 |
| Share based payment expenses | 355 | 52 |
| Total of compensation | 586 | 472 |
*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key managerial personnel cannot be individually identified.
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel.
D. Key Managerial Personnel interests in the Senior Executive Plan
Share options held by Key Managerial Personnel of the Company's Stock Option Plan 2005 to purchase Equity shares have the following expiry dates and exercise prices:
| Closing option as at | ||||
|---|---|---|---|---|
| Grant year | Expiry date | Exercise price |
31 March 2021 |
31 March 2020 |
| FY 16-17 | 14 Jul 21 to 17 Jul 22 | 503.65 | - | 10,000 |
| FY 17-18 | 31 Dec 21 to 31 Dec 24 | 10 to 706.05 | 9,000 | 9,000 |
| FY 18-19 | 4 Sep 22 to 4 Sep 24 | 10 to 1364.4 | 63,020 | 85,220 |
| FY 19-20 | 31 Dec 21 to 29 Mar 32 | 10 | 972,620 | 990,490 |
| 1,044,640 | 1,094,710 |
No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to note 29 for further details on the scheme.
E. Outstanding balances with related parties:
| Particulars | Receivables as at 31 March 2021 |
Receivables as at 31 March 2020 |
Receivables as at 01 April 2019 |
Payables as at 31 March 2021 |
Payables as at 31 March 2020 |
Payables as at 01 April 2019 |
|---|---|---|---|---|---|---|
| Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested |
- 2 | 20 | - | - | 2 | |
| Parties in which Key Managerial Personnel are interested | - - | - | - | - | - | |
| Key Managerial Personnel | - | - | - | - | - | - |
There is no allowance on account of impairment on receivables in relation to any outstanding balances, and no expense has been recognised in respect of such impairment of receivables due from related parties.
25 Segment Reporting
(a) Description of segments and principal activities
The Group delivers services around the world directly and through its network of subsidiaries and overseas branches. The group is rendering Information Technology solutions and is engaged in Application Development and Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance, Travel, Transportation and Logistics, Manufacturing and Distribution and Government.
The Chief Executive Officer of the Group being identified the Chief Operating Decision Maker (CODM), reviews the group's revenue both from a products/ services and geographic perspective basis the customer location. However, CODM takes its decision for allocating resources of the entity and assessing its performance/ operating results on the basis of the geographical presence of the Group across the globe and has identified four reportable segments of its business:
-
Americas
-
Europe, Middle East and Africa (EMEA)
-
Asia Pacific (APAC)
-
India
No operating segments have been aggregated to form the above reportable operating segments.
The Chief Operating Decision Maker i.e., the Chief Executive Officer (CEO), primarily uses a measure of revenue and adjusted Earnings before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) to assess the performance of the operating segments. For this purposes, the Group calculated EBITDA by adding depreciation/ amortisation, finance costs and foreign exchange loss and reducing other income (including foreign exchange gain) from profit before income taxes. Earnings before Interest, Tax, Depreciation and Amortisation is further adjusted for event based impairments/recoveries to arrive at Adjusted EBITDA. The Group's expenses/ income, viz., depreciation/ amortisation, finance costs, foreign exchange gain/loss, event-based impairment/ recoveries, finance income and other income and income taxes are managed on a Group basis and are not allocated to operating segments. Assets and liabilities used in the group's business are not identified to any of the reportable segments, as these are used interchangeably between segments. Accordingly, the CEO does not review assets and liabilities at reportable segments level. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.
| (b) Particulars | Year ended 31 March 2021 |
Year ended 31 March 2020 |
|---|---|---|
| Revenue from operations | ||
| Americas | 22,236 | 20,040 |
| Europe, Middle East and Africa | 17,181 | 15,638 |
| Asia Pacific | 4,036 | 3,817 |
| India | 3,175 | 2,344 |
| Total | 46,628 | 41,839 |
| Adjusted earnings before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA) |
||
| Americas | 3,866 | 3,543 |
| Europe, Middle East and Africa | 3,604 | 3,621 |
| Asia Pacific | 408 | 335 |
| India | (13) | (302) |
| Total | 7,865 | 7,197 |
| Depreciation and amortization | 1,836 | 1,770 |
| Event based impairments | 180 | 88 |
| Event based recoveries | - | 57 |
| Other income (net) | 113 | 558 |
| Profit before tax | 5,962 | 5,954 |
| Provision for tax | 1,302 | 1,278 |
| Profit after tax | 4,660 | 4,676 |
EBITDA and adjusted EBITDA are non-GAAP measures.
Product/ service-wise revenue
Information regarding revenues from external customers for each product and service is disclosed in note 14 (a).
Information about major customers
No client individually accounted for more than 10% of the revenue from operations for the year ended 31 March 2021 and 31 March 2020
(a) Summary of acquisition
On April 6, 2019, the Company executed a Share Purchase Agreement with shareholders of WHISHWORKS IT Consulting Private Limited ("WHISHWORKS") for acquisition of 57.6% stake in WHISHWORKS.
The agreement was subject to certain approvals and substantive pre-conditions. Upon receipt of these approvals and completion of pre-conditions, the agreement became effective on June 15, 2019. Hence, June 15, 2019 is the acquisition date and WHISHWORKS results were consolidated from the said date. The Company also recorded transferred identifiable assets (tangible and intangible) basis fair valuation at the same date. The Group acquired WHISHWORKS to grow the digital integration business.
The Group has call and put option to acquire the remaining 42.4% stake of WHISHWORKS in two tranches as specified in the agreement. These options are exercisable at a price representative of fair value of the underlying shares at the option exercise date. Considering this and other terms of the agreement, the management has determined that the Group does not have present access to ownership interest for the shares underlying the call and put option. Accordingly, the Group continues to recognise non-controlling interest (NCI) for 42.4% shares. The Group has elected to measure NCI interest at its fair value. The Group has used price paid for 57.6% shares as starting point to arrive at fair value for remaining 42.4% NCI stake. Considering relative size of the shares and protective rights available to NCI interest, the management believes such determination is appropriate. After recording NCI interest, the Group has accounted for put option liability as per the policy explained in note 1 (s).
Details of purchase consideration, net assets acquired and goodwill are as follows:
| Purchase consideration | Amount |
|---|---|
| Cash paid for acquisition of 57.6% stake | 1,494 |
| Total purchase consideration | 1,494 |
The assets and liabilities recognised as a result of the acquisition are as follows:
| Fair value | |
|---|---|
| Identified tangible assets and liabilities | |
| Property, plant and equipment | 46 |
| Other non current assets | 38 |
| Current assets | 795 |
| Non current liabilities | (47) |
| Current liabilities | (608) |
| Deferred tax assets/ (liabilities) | (196) |
| Identified intangible assets | |
| Brand | 200 |
| Customer contracts/ relationships / Order Backlog | 620 |
| Non-compete fees | 85 |
| Net identifiable assets and liabilities | 933 |
| Calculation of goodwill | Fair value |
|---|---|
| Total Purchase consideration (A) | 1,494 |
| Fair value of non-controlling interest (B) | 1,034 |
| Net identifiable assets acquired ( C) | 933 |
| Goodwill (A+B-C) | 1,595 |
The goodwill is attributable to the workforce and expected synergies of acquired business, which are not separately recognised. Goodwill is allocated to EMEA and India segments, for impairment testing. None of the goodwill recognised is expected to be deductible for income tax purposes.
No material contingent liabilities have been acquired as part of business combination.
(All amounts in Rs Mn unless otherwise stated)
(i) Acquired receivables
The Group has acquired receivables having gross contractual amount and net carrying amount of Rs. 266 Mn. No adjustments have been made to acquired trade receivables, i.e., their fair value is the same as the carrying amount. It is expected that the full contractual amounts of receivables can be collected.
(ii) Revenue and profit contribution
The acquired business contributed revenues and profits to the group for the period 31 March 2020 as follows: (a) Revenue of Rs. 1,643 Mn and profit of Rs. 216 Mn (after NCI) for the period 15 June 2019 to 31 March 2020. (b) If the acquisitions had occurred on 1 April 2019, consolidated pro-forma revenue and profit for the year ended 31 March 2020 would have been increased/(decreased) by Rs. 297 Mn and Rs. (39) Mn respectively.
(b) Purchase consideration - cash outflow
| Amount | |
|---|---|
| Outflow of cash to acquire subsidiary, net of cash acquired | |
| Cash consideration | 1,494 |
| Less: balances acquired | |
| Cash and Bank | 238 |
| Net outflow of cash – investing activities | 1,256 |
(c) Deferred tax liability
The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and intangible assets.
(d) Fair value of NCI
Basis the call and put option as accounted for in accordance with the accounting policy [note 1(s)], the movement of NCI of WHISHWORKS is as follows:
| At 1 April 2019 | - |
|---|---|
| Acquisition date fair value | 1,034 |
| Add : Non-controlling share in the results for the year | 159 |
| Less: payment to owners | - |
| Add/(less): Fair valuation impact of put option liability | 80 |
| At 31 March 2020 | 1,273 |
| Add : Non-controlling share in the results for the year | 89 |
| Less: payment to owners | (689) |
| Add/(less): Fair valuation impact of put option liability | 35 |
| At 31 March, 2021 | 708 |
27 (a) Acquisition of second tranche in Coforge BPM Inc. (formerly Ruletek LLC)
The Group during year ended March 31, 2018 acquired 55 % in Coforge BPM Inc. with call and put option to acquire the remaining 45 % over the period of 3 years. As at April 1, 2019, the Group held 67.5%, as at March 31, 2020 80%, and as at March 31, 2021, the Group holds 100% of shareholding. The movement of NCI is as follows:
| At 1 April 2019 | 944 |
|---|---|
| Add : Non-controlling share in the results for the year | 79 |
| Less: payment to owners | (409) |
| Add/(less): Fair valuation impact of put option liability | 106 |
| At 31 March 2020 | 720 |
| Add : Non-controlling share in the results for the year | 15 |
| Add/(less): Fair valuation impact of put option liability | (13) |
| Less: payment to owners | (722) |
| At 31 March, 2021 | - |
28 Assets held for sale / sale of subsidiary
As at March 31, 2019, the Group was holding 88.99% shareholding in ESRI India Technologies Limited (ESRI India), forming part of India segment. During March 2019, ESRI Inc., USA (11.01% Shareholder of ESRI India) expressed its interest by offering to purchase Company's entire holding of 8,90,000 equity shares of the face value of INR 10 each, at a consideration of Rs. 897 Mn. The Group had accepted the expression of interest and in-principle agreed for sale. Pursuant to the Share Purchase agreement dated April 6, 2019, the Group sold its entire stake of 88.99% shareholding in ESRI India to ESRI Inc., USA on May 13, 2019.
The Group, as at March 31, 2019, classified the assets of ESRI India amounting to Rs. 1,144 Mn and liabilities of Rs. 333 Mn as asset held for sale.
Financial information relating to above mentioned transaction are as follows
| Details of the sale of subsidiary | |
|---|---|
| Consideration received | Amount |
| Cash | 897 |
| Carrying amount of net assets sold | 801 |
| Gain on sale before income tax (included under the head other income) | 96 |
a. The major classes of assets and liabilities of Esri India Technologies Limited were classified as held for sale as at 1 April 2019 and as on date of sale i.e. May 13, 2019 are, as follows:
| 13-May-19 | 1-Apr-19 | ||
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | - | 33 | |
| Cash and cash equivalents | - | 115 | |
| Other current and non current assets | - | 996 | |
| Assets classified as held for sale | - | 1,144 | |
| Liabilities | |||
| Other current and non current liabilities | - | 333 | |
| Liabilities directly associated with assets classified as held for sale | - | 333 | |
| Net assets directly associated with disposal group | - | 811 | |
| b. | Carrying amount of net assets sold | ||
| Net Carrying value as on 1 April 2019 | 811 | ||
| Less: Loss for the period 1 Apr 2019 to 13 May 2019 | 10 | ||
| Carrying amount of net assets sold as on 13 May 2019 | 801 |
From the Group perspective, ESRI India does not represent a major line of business or geographical area of operations. Accordingly, the same has not been considered as a discontinued operations.
29 Employees' Stock Option Plans (ESOP)
(a) Employee stock option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Group in aggregate up to 3,850,000, in one or more tranches. During the previous year the company had added 900,000 additional option in the existing ESOP plan over and above earlier options issued by the Company. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.
Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Group for such shares at a price to be determined in accordance with ESOP 2005. Hence, the plan is equity settled for the Group.
Set out below is a summary of options granted under the plan:
| 31 March 2021 | 31 March 2020 | ||||
|---|---|---|---|---|---|
| Average exercise price per share |
Number of options |
Average exercise price per share |
Number of options |
||
| Opening balance | 69.02 | 1,719,230 | 436.32 | 968,340 | |
| Granted during the year | 10.00 | 32,875 | 10.00 | 1,532,230 | |
| Exercised during the year * | 315.56 | 54,080 | 401.96 | 710,685 | |
| Forfeited/ lapsed during the year | 187.62 | 123,532 | 474.14 | 70,655 | |
| Closing balance | 50.02 | 1,574,493 | 69.02 | 1,719,230 | |
| Vested and exercisable | 261,303 | 98,520 |
* The weighted average share price at the date of exercise of the options exercised during the year ended 31 March 2021 was Rs. 1,976.04 (31 March 2020- Rs. 1,451.95)
The weighted average remaining contractual life for the share options outstanding as at 31 March 2021 was 3.31 years (31 March 2020: 3.78 years)
The range of exercise prices for options outstanding at the end of the year was Rs. 10 to Rs. 1048.90 (31 March 2020: Rs. 10 to Rs. 1,364.40) with vesting condition related to service period and performance. The weighted average fair value of options granted during the year was Rs. 1,681 (31 March 2020: Rs. 1,053.65).
ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:
| Fair Value | Share options outstanding as at | |||||||
|---|---|---|---|---|---|---|---|---|
| Grant Year | Vesting conditions |
Vesting Date |
Expiry date | Exercise price |
at the grant date |
31 March 2021 | 31 March 2020 | 1 April 2019 |
| 2014-15 | Service | 09-May-16 to 15-Oct-19 |
09-May-19 to 15-Oct-22 |
374.05 to 409.75 |
102.45 to 135.48 |
- | - | 135,000 |
| 2015-16 | Service | 19-Oct-16 to 09-Aug-19 |
19-Oct-19 to 19- Oct-23 |
493.6 to 493.6 |
125.33 to 186.89 |
- | - | 200,000 |
| 2016-17 | Service | 20-Jun-17 to 20-Jun-21 |
20-Jun-20 to 20-Jun-24 |
10 to 534.3 | 136.04 to 486.55 |
- | 35,130 | 331,430 |
| 2017-18 | Service | 23-Jun-18 to 23-Jun-21 |
23-Jun-21 to 23- Jun-24 |
10 to 706.05 | 175.54 to 667.05 |
68,000 | 77,950 | 150,900 |
| 2018-19 | Service | 23-May-19 to 20-Mar-22 |
23-May-22 to 20-Mar-25 |
10 to 1364.4 | 296.72 to 1319.16 |
48,720 | 73,920 | 151,010 |
| 2019-20 | Service and service/ performance |
31-Mar-21 to 29-Mar-27 |
31-Dec-21 to 29- Mar-32 |
10 | 879.3 to 1183.04 |
1,424,898 | 1,532,230 | - |
| 2020-21 | Service and service/ performance |
30-Sept-21 to 30-Sept-25 |
31-Dec-21 to 31- Dec-25 |
10 | 915.67 to 2571.87 |
32,875 | - | - |
| Total | 1,574,493 | 1,719,230 | 968,340 |
(i) Fair value determination of options granted
The fair value at grant date is determined using the Black Scholes Model as per an independent valuer's report, having taken into consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the price payable by the employees for exercising the option and other assumptions as annexed below:
| Grant Year | Market Price at the grant date |
Fair Value at grant date |
Exercise Price |
Volatility* | Average Life of the Options (in Years) |
Risk Less Interest Rate |
Dividend yield rate |
|---|---|---|---|---|---|---|---|
| FY 2019-20 | 1,147.75 to | 879.3 to | 34% to | ||||
| 1,239.55 | 1,183.04 | 10 | 42.48% | 1.38 to 9.5 | 4.82% to 6.53% | 2.74% | |
| FY 2020-21 | 1,101.85 to | 915.67 to | 34.67% to | ||||
| 2,554.45 | 2,571.87 | 10 | 49.93% | 1.5 to 5 | 3.76% to 6.25% | 2.12% to 2.74% |
* The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome
(b) Stock appreciation rights
In financial year 2018-19, the Group issued the stock appreciation rights, liability for which is measured initially and at the end of each reporting period until settled, at the fair value of the SARs by applying a black Scholes model, taking into account the terms and conditions on which the SARs were granted and the extent to which the employees have rendered services to date. The carrying amount of the liability relating to the SARs at 31 March 2021 was Rs 43 Mn (31 March 2020: Rs 9 Mn) and expense recognised during the year Rs 34 Mn (31 March 2020: Rs 5 Mn). No SARs had vested at 31 March 2021 and 31 March 2020, respectively.
(c) Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as follows:
| 31 March 2021 | 31 March 2020 |
|---|---|
| --------------- | --------------- |
Expense arising from equity-settled share-based payment transactions 464 63
30 Earnings per Share
| Year ended March 31, 2021 In USD |
Year ended March 31, 2021 In INR |
Year ended March 31, 2020 In INR |
|
|---|---|---|---|
| Refer note 2(b) | |||
| (a) Basic earnings per equity share of Rs 10 each Attributable to the equity holders of the Company (Rs. Per share) |
1.01 | 74.68 | 71.39 |
| (b) Diluted earnings per equity share of Rs 10 each Attributable to the equity holders of the Company (Rs. Per share) |
0.99 | 73.29 | 70.97 |
| (c) Reconciliations of earnings used in calculating earnings per share Basic earnings per share Profit attributable to the equity holders of the Company used in calculating basic earnings per share: |
61 | 4,556 | 4,440 |
| Diluted earnings per share Profit attributable to the equity holders of the Company used in calculating diluted earnings per share |
61 | 4,556 | 4,440 |
| (d) Weighted average number of shares used as the denominator Weighted average number of equity shares used as the denominator in calculating basic earnings per share (numbers) |
61,007,773 | 61,007,773 | 62,192,226 |
| Adjustments for calculation of diluted earnings per share: Dilutive impact of stock options outstanding (numbers) Weighted average number of equity shares and potential equity shares used as the denominator in calculating diluted earnings per share (numbers) |
1,158,187 62,165,960 |
1,158,187 62,165,960 |
370,803 62,563,029 |
(e) Information concerning the classification of securities
Stock Options outstanding
Options granted to employees under the Employee stock option plan 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 29.
31 Subsequent event
a. Acquisition of first and second tranche in SLK Global
Subsequent to the year end, the Group made a strategic investment in M/s SLK Global Solutions Private Limited (the "Investee Company") and its subsidiaries on April 12, 2021, and entered into the Share Purchase Agreement and Shareholders Agreement to acquire 80% equity shares over a period of two years from the existing shareholders of the Investee Company. The purpose of this acquisition is to further strengthen the financial services vertical and scales the BPM operations.
Out of this, 35% stake of the Investee Company was purchased on April 12, 2021 and additional stake of 25% was purchased on April 28, 2021, aggregating to 60% of the total share capital of the Investee Company. Both these transactions are linked transactions and the Group has determined April 28, 2021 as the date of acquisition of control.
As per the terms of the agreement, the Group will acquire the remaining stake of 20% after two years at a price representative of the fair value. On acquisition, the Group recorded identifiable assets basis preliminary fair valuation as the Group is in process of concluding the fair valuation assessment.
Details of purchase consideration, net assets acquired and goodwill are as follows:
| Purchase consideration | Amount |
|---|---|
| Cash paid for acquisition of 60% stake along with profit during step up acquisition period | 9,201 |
| Total Purchase consideration | 9,201 |
The assets and liabilities recognised as a result of the acquisition are as follows (provisional):
| Fair value | |
|---|---|
| Identified tangible assets and liabilities | |
| Property, plant and equipment | 761 |
| Right of Use Asset | 325 |
| Other Assets | 157 |
| Net Current assets | 1,067 |
| Cash and bank balances | 739 |
| Acquired liabilities | (173) |
| Lease Liability | (358) |
| Deferred tax assets | 92 |
| Identified intangible assets | |
| Customer Contract and related Relationships | 3,100 |
| Non-compete fees | 48 |
| Deferred tax liabilities | (685) |
| Net identifiable assets and liabilities | 5,073 |
| Calculation of goodwill | Fair value |
|---|---|
| Total Purchase consideration (A) | 9,201 |
| Fair value of NCI (B) (40%) | 2,029 |
| Net identifiable assets and liabilities ( C) | 5,073 |
| Goodwill (A+B-C) | 6,157 |
The goodwill is attributable to the workforce and expected synergies of acquired business, , which are not separately recognised. Goodwill is allocated to Americas segments, for impairment testing. None of the goodwill recognised is expected to be deductible for income tax purposes.
No material contingent liabilities have been acquired as part of business combination.
(b) Acquired receivables
The Group has acquired receivables having gross contractual amount and net carrying amount of Rs. 590 Mn. No adjustments have been made to acquired trade receivables, i.e., their fair value is the same as the carrying amount. It is expected that the full contractual amounts of receivables can be collected.
(c) Purchase consideration - cash outflow
| Amount | |
|---|---|
| Outflow of cash to acquire subsidiary, net of cash acquired* | |
| Cash consideration | 9,183 |
| Less: balances acquired | |
| Cash and Bank | 739 |
| Net outflow of cash | 8,444 |
Transition to IFRS
These are the Company's first financial statements prepared in accordance with IFRS.
The Group's consolidated financial statements (CFS) for the year ended 31 March 2021 are the first annual financial statements which the Group has prepared in accordance with IFRS. For periods up to and including the year ended 31 March 2021, the Group prepared its CFS in accordance with Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended).
Accordingly, the Group has prepared CFS, which comply with IFRS applicable for periods ending on or after 31 March 2021, together with the comparative period data as at and for the year ended 31 March 2020, as described in the summary of significant accounting policies. In preparing the CFS, the Group's opening balance sheet was prepared as at 1 April 2019, the Group's date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its Ind AS CFS, including the balance sheet as at 1 April 2019 and the CFS as at and for the year ended 31 March 2020.
Exemptions applied
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Group has applied the following exemptions:
a. The Group has elected that it will not apply IFRS 3 Business Combinations retrospectively to business combination (including acquisitions of subsidiaries that are considered businesses for IFRS) occurring before 1 April 2019. Use of this exemption implies that Ind AS carrying amounts of assets and liabilities, which are required to be recognized under IFRS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS balance sheet. The Group did not recognize or exclude any previously recognized amounts as a result of IFRS recognition requirements.
IFRS 1 also requires that Ind AS carrying amount of goodwill must be used in the opening IFRS balance sheet (apart from adjustments for goodwill impairment and recognition or derecognition of intangible assets). In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to IFRS. No goodwill impairment was deemed necessary at 1 April 2019.
- b Cumulative currency translation differences for all foreign operations are deemed to be zero as at 1 April 2019, i.e., date of transition to IFRS.
- c IFRS 2 Share-based Payment has not been applied to equity instruments in share-based payment transactions that vested before the date of transition to IFRS. For cash-settled share-based payment transactions, the Group has not applied IFRS 2 to liabilities that were settled before the date of transition to IFRS.
- d The group has applied IFRS 15 retrospectively. However, it has not applied IFRS 15 to contracts that were completed before the Group's date of transition to IFRS. For this purpose, a completed contract is a contract for which the Group has transferred all of the goods or services identified in accordance with Ind AS.
- e Effective April 1, 2019, the Group adopted IFRS 16 "Leases" and applied the standard to all lease contracts existing on April 1, 2019 using the retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial application. Consequently, the group recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right to use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the lessee's incremental borrowing rate at the date of initial application.
The group also availed the exemption for the lease payments associated with leases for which the lease term ends within 12 months and leases for which the underlying asset is of low value have been recognized as an expense on either a straightline basis over the lease term or another systematic basis.
IFRS Mandatory Exceptions
Estimates
The estimates at 1 April 2019 and at 31 March 2020 are consistent with those made for the same dates in accordance with Ind AS (after adjustments to reflect any differences in accounting policies) except for the items where application of Ind AS did not require similar estimation. The estimates used by the Group to present these amounts in accordance with IFRS reflect conditions at 1 April 2019 the date of transition to IFRS and as of 31 March 2020.
Hedge accounting
The Group uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. The Group has reflected only those hedge relationships in its opening balance sheet which qualify for hedge accounting under IFRS 9 at that date.
33 Reconciliations between previous GAAP and IFRS
IFRS 1 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to IFRS.
Reconciliation of equity as at date of transition (01 April 2019)*
| Re | ||||
|---|---|---|---|---|
| Particulars | Ind AS | measurements | Reclassification | IFRS |
| Refer Note (i) | ||||
| below | Refer Note (iii) below | |||
| ASSETS Non-current assets |
||||
| Property, plant and equipment | 4,191 | - | (247) | 3,944 |
| Right of Use asset | 993 | - | 261 | 1,254 |
| Capital work in progress | 14 | - | (14) | |
| Goodwill | 2,448 | 56 | - | 2,504 |
| Other intangible assets | 1,548 | 12 | 1,560 | |
| Deferred tax assets (net) | 1,090 | - | (36) | 1,054 |
| Trade receivables | 45 | - | 5 | 50 |
| Contract assets Income tax assets (net of provisions) |
- - |
- - |
- 203 |
- 203 |
| Other non-current assets | 77 | - | - | 77 |
| Other financial assets at amortised cost | 243 | - | (5) | 238 |
| Total non-current assets | 10,649 | 68 | 167 | 10,884 |
| Current assets | ||||
| Trade receivables | 5,877 | - | 626 | 6,503 |
| Contract assets | - | - | 623 | 623 |
| Investments Current tax assets (net) |
3,651 203 |
- - |
(3,651) (203) |
- - |
| Cash and cash equivalents | 5,079 | - | - | 5,079 |
| Bank balances other than above | 497 | - | (497) | |
| Other financial assets | 1,549 | - | 2,899 | 4,448 |
| Other current assets | 1,136 | - | - | 1,136 |
| Total current assets | 17,992 | - | (203) | 17,789 |
| Assets classified as held for sale | 1,144 | - | - | 1,144 |
| TOTAL ASSETS | 29,785 | 68 | (36) | 29,817 |
| EQUITY | ||||
| Equity share capital | 618 | - | - | 618 |
| Other equity | ||||
| Reserves and surplus | 19,978 | 114 | - | 20,092 |
| Equity attributable to owners of Coforge | 20,596 | 114 | - | 20,710 |
| Non-controlling interests | 75 | - | - | 75 |
| Total equity | 20,671 | 114 | - | 20,785 |
| LIABILITIES Non-Current Liabilities |
||||
| Borrowings | 100 | - | (1) | 99 |
| Lease Liability | - | - | 901 | 901 |
| Deferred tax liabilities | 395 | (46) | (36) | 313 |
| Other financial liabilities | 1,438 | - | (900) | 538 |
| Employee benefit obligations | - | - | 669 | 669 |
| Provisions Non-current liabilities |
725 12 |
- - |
(669) - |
56 12 |
| Total non- current liabilities | 2,670 | (46) | (36) | 2,588 |
| Current liabilities | ||||
| Borrowings | - | - | 34 | 34 |
| Trade payables | 1,647 | - | - | 1,647 |
| Lease liabilities | - | - | 280 | 280 |
| Other financial liabilities | 1,865 | - | 809 | 2,674 |
| Employee benefit obligations | - | - | 152 | 152 |
| Provisions Other current liabilities |
334 2,265 |
- - |
(152) (1,123) |
182 1,142 |
| Total current liabilities | 6,111 | - | - | 6,111 |
| Total Liabilities | ||||
| Liabilities directly associated with the assets classified | ||||
| as held for sale | 333 | - | - | 333 |
| TOTAL LIABILITIES | 9,114 | (46) | (36) | 9,032 |
| TOTAL EQUITY AND LIABILITIES | 29,785 | 68 | (36) | 29,817 |
*The previous GAAP figures have been reclassified to conform to IFRS presentation requirements for the purposes of this Note
Reconciliation of equity as at 31 March 2020*
(All amounts in Rs Mn unless otherwise stated)
| Particulars | Ind AS | Re measurements |
Reclassification | IFRS |
|---|---|---|---|---|
| ASSETS | Refer Note (i) below |
Refer Note (iii) below | ||
| Non-current assets | ||||
| Property, plant and equipment | 4,013 | - | (255) | 3,758 |
| Right of Use asset | 792 | - | 258 | 1,050 |
| Capital work in progress | 3 | - | (3) | |
| Goodwill | 4,091 | 120 | - | 4,211 |
| Other intangible assets | 1,897 | 22 | - | 1,919 |
| Deferred tax assets (net) | 1,302 | - | (87) | 1,215 |
| Trade receivables | - | - | 383 | 383 |
| Contract assets | - | - | - | - |
| Income tax assets (net of provisions) | - | - | 411 | 411 |
| Other non-current assets | 140 | - | - | 140 |
| Other financial assets at amortised cost | 650 | - | (383) | 267 |
| Total non-current assets | 12,888 | 142 | 324 | 13,354 |
| Current assets | ||||
| Trade receivables | 8,565 | - | 1,176 | 9,741 |
| Investments | 137 | - | (137) | - |
| Contract assets | - | - | 1,072 | 1,072 |
| Current tax assets (net) | 411 | - | (411) | - |
| Cash and cash equivalents | 8,195 | - | - | 8,195 |
| Bank balances other than above | 839 | - | (839) | |
| Other financial assets | 2,427 | - | (1,272) | 1,155 |
| Other current assets | 936 | - | - | 936 |
| Total current assets | 21,510 | - | (411) | 21,099 |
| TOTAL ASSETS | 34,398 | 142 | (87) | 34,453 |
| Equity | ||||
| Equity share capital | 625 | - | - | 625 |
| Other equity | - | |||
| Retained earnings | 23,340 | 173 | - | 23,513 |
| Equity attributable to owners of Coforge | 23,965 | 173 | - | 24,138 |
| Non-controlling interests Total equity |
- 23,965 |
- 173 |
- - |
- 24,138 |
| LIABILITIES | ||||
| Non-Current Liabilities | ||||
| Borrowings | 48 | - | (3) | 45 |
| Trade payables | 206 | - | - | 206 |
| Lease Liability | - | - | 661 | 661 |
| Provisions | 593 | - | (593) | |
| Deferred tax liabilities | 397 | (31) | (87) | 279 |
| Other financial liabilities | 1,247 | - | (658) | 589 |
| Employee benefit obligations Total non- current liabilities |
- 2,491 |
- (31) |
593 (87) |
593 2,373 |
| Current liabilities | ||||
| Borrowings | - | - | 302 | 302 |
| Trade payables | 2,634 | - | - | 2,634 |
| Lease liabilities | - | - | 317 | 317 |
| Other financial liabilities | 2,406 | - | 647 | 3,053 |
| Employee benefit obligations | - | - | 239 | 239 |
| Provisions | 329 | - | (239) | 90 |
| Other current liabilities | 2,573 | - | (1,266) | 1,307 |
| Total current liabilities TOTAL LIABILITIES |
7,942 10,433 |
- (31) |
- (87) |
7,942 10,315 |
| TOTAL EQUITY AND LIABILITIES | 34,398 | 142 | (87) | 34,453 |
(All amounts in Rs Mn unless otherwise stated)
Reconciliation of total comprehensive income for the year ended 1 April 2020*
| Re | ||||
|---|---|---|---|---|
| Particulars | Ind AS | measurements | Reclassification | IFRS |
| Refer Note (i) | ||||
| below | Refer Note (iii) below | |||
| Revenue from operations | 41,839 | - | - | 41,839 |
| Other income | 677 | - | 57 | 734 |
| Total income | 42,516 | - | 57 | 42,573 |
| Expenses | ||||
| Purchases of stock-in-trade / contract cost | 844 | - | (844) | - |
| Cost of hardware and third-party software | - | - | 1,908 | 1,908 |
| Sub-contracting / technical fees | - | - | 2,893 | 2,893 |
| Employee benefits expense | 25,298 | - | - | 25,298 |
| Depreciation and amortisation expense | 1,730 | - | 40 | 1,770 |
| Other expenses | 8,464 | - | (3,869) | 4,595 |
| Finance cost | 155 | - | - | 155 |
| Total expenses | 36,491 | - | 128 | 36,619 |
| Exceptional items | 71 | - | (71) | - |
| Profit before income taxes | 5,954 | - | - | 5,954 |
| Income tax expense: | 1,278 | - | - | 1,278 |
| Profit for the year | 4,676 | - | - | 4,676 |
| Other comprehensive income/(loss) | ||||
| Other comprehensive income for the year, net of tax | 101 | - | - | 101 |
| Total comprehensive income for the year | 4,777 | - | - | 4,777 |
| Total comprehensive income is attributable to: | ||||
| Owners of Coforge Limited | 4,541 | - | - | 4,541 |
| Non-controlling interests | 236 | - | - | 236 |
| Total comprehensive income for the year | 4,777 | - | - | 4,777 |
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this Note.
Notes: Exceptional items under the previous GAAP has been classified in the relevant expense/income.
Purchase of stock in trade and other production expenses (incl. third party license cost) forming part of other expenses under previous GAAP has been shown as cost of hardware and third-party software in order give a better presentation.
Professional charges forming part of other expenses under previous GAAP has been shown as Sub-contracting / technical fees in order give a better presentation.
Group Reconciliation of equity as at 1 April 2019 (date of transition to IFRS) and 31 March 2020
| 31 March 2020 | 1 April 2019 | |
|---|---|---|
| Total equity (shareholder's funds) as per previous GAAP Non-controlling interest in the Company Total equity as per previous GAAP |
23,965 - 23,965 |
20,596 75 20,671 |
| Adjustments | (173) | (114) |
| Total equity as per IFRS | 24,138 | 20,785 |
Total equity balance as on 1 April 2019 has been decreased on account of first time adoption of IFRS-16 amounting to Rs. 127 mn.
Reconciliation of total comprehensive income for the year ended 31 March, 2020
| Total Comprehensive Income as per Ind AS | 4,777 |
|---|---|
| - Adjustments |
|
| Total Comprehensive Income as per IFRS | 4,777 |
Impact of IFRS adoption on Statement of cash flow for the year ended 31 March 2020
| Particulars | Ind AS | Adjustments | IFRS |
|---|---|---|---|
| Net cash flow from operating activities | 2,969 | - | 2,969 |
| Net cash flow from investing activities | 1,123 | 1,600 | 2,723 |
| Net cash flow from financing activities | (1,327) | (1,362) | (2,689) |
| Total | 2,765 | 238 | 3,003 |
| Cash and cash equivalents as at 01 April 2019 | 5,079 | - | 5,079 |
| Effect of exchange rate changes on cash and cash equivalents | 113 | - | 113 |
| Cash acquired on acquisition of subsidiary | 238 | (238) | - |
| Cash and cash equivalents as at 31 March 2020 | |||
| 8,195 | - | 8,195 |
Notes:
(i) Under Ind AS (previous GAAP), goodwill and fair value adjustments arising on WHISHWORKS and DPA acquisitions were treated as assets of the intermediate parent and restated accordingly. On transition to IFRS, the same have been treated as assets of the acquiree and restated at the closing exchange rate between functional currency of the parent and acquiree. Further, deferred tax liabilities have also been aligned accordingly. (ii)There were no other remeasurement differences
(iii) Reclassification differences from Ind AS to IFRS are as follows:
| Consolidated statement of financial position | ||||
|---|---|---|---|---|
| Description of item | Amount as at | Ind AS classification IFRS classification | ||
| 1-Apr-19 | 31-Mar-20 | |||
| CWIP reclassification to PPE in IFRS | 14 | 3 | Capital work in progress Property, plant and | equipment |
| Leasehold land reclassification to ROU | 261 | 258 | Property, plant and equipment |
Right of Use asset |
| Current tax assets reclassifed to Non current- Income tax assets | 203 | 411 | Current Assets- Current tax assets (net) |
Non Current- Income tax assets (net of provisions) |
| Deferred tax asset and liability netted off | 36 | 87 | Deferred tax- Asset | Deferred tax- Liability |
| Unbilled revenue reclassified to Trade receivables | 5 | 383 | Non Current-Other financial assets at amortised cost |
Non Current-Trade receivables |
| Investment in mutual funds reclassified to other financial assets | 3,651 | 137 | Investments | Other financial assets |
| Bank balance other than above reclassifed to other financial assets | 497 | 839 | Bank balances other than above |
Other financial assets |
| Unbilled revenue reclassified to new line item Contract assets | 623 | 1,072 | Other financial assets | Contract assets |
| Unbilled revenue reclassified to new line item Trade Receivables | 626 | 1,176 | Current-Other financial assets at amortised cost |
Current-Trade receivables |
| Lease liability reclassified to new line item Lease liability | 901 | 658 | Non Current Other Financial liabilities |
Non current Lease liabilities |
| Borrowings reclassified to new line item Lease liability | 1 | 3 | Non current Borrowings Non current Lease | liabilities |
| Provisions reclassified to new line item Lease liability Employee benefit obligations |
669 | 593 | Non Current -Provisions Non- Current | Employee benefit obligations |
| Provisions reclassified to new line item Lease liability Employee benefit obligations |
152 | 239 | Current- Provisions | Current- Employee benefit obligations |
| Current borrowings reclassified to new line item Current- Borrowings | 34 | 302 | Other financial liabilities Borrowings | |
| Lease liability reclassified to new line item Lease liability | 280 | 317 | Other financial liabilities Lease liabilities | |
| Employee benefit payable reclassified to other financial liabilities | 1,123 | 1,266 | Other current liabilities | Other financial liabilities |
Statement of Profit and Loss and other comprehensive income
| For the year | ||
|---|---|---|
| 20 | ||
| 844 | Purchases of stock-in- trade / contract cost |
Cost of hardware and third-party software |
| 2,893 | Other Expenses | Sub-contracting / technical fees |
| 1,064 | Other Expenses | Cost of hardware and third-party software |
| 40 | Exceptional items | Depreciation |
| 57 | Exceptional items | Other Income |
| 88 | Exceptional items | Other Expenses |
| ended 31- Mar Other production expenses in other expenses reclassified to Cost of hardware and third-party Impairment of trade receivables and unbilled revenue in exceptional items reclassied to Allowance |
Ind AS classification IFRS classification |
| Statement of Cash Flows | |||
|---|---|---|---|
| Description of item | For the year ended 31- Mar |
Ind AS classification IFRS classification | |
| 20 | |||
| Cash payment to NCI holders reclassifed from investing activities to financing activities | 1362 Net cash flow from | Net cash flow from | |
| investing activities | financing activities | ||
| Cash acquired to acquisition os subsidiary reclassied to investing activities | 238 Cash acquired on | Net cash flow from | |
| acquisition of subsidiary | investing activities | ||
| Cash and cash | |||
| equivalents |
Note Remeasurement of Goodwill, intangibles, related deferred taxes and foreign currency translation reserve thereon to bring in line with requirements with IAS 36 There are no other IndAS to IFRS differences on first time adoption.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Coforge Limited (formerly NIIT Technologies Limited)
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of Coforge Limited (the Company) as of March 31, 2021 and 2020, and April 1, 2019, the related consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for each of the two yearsin the period ended March 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2021 and 2020, and April 1, 2019, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2021, inconformity with International Financial Reporting Standards as issued by the International Accounting Standard Board.
Changes in basis for accounting
As discussed in Note B (i) to the consolidated financial statements, during the year ended March 31, 2021 the Company changed its basis of accounting from Indian generally accepted accounting principles toInternational Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accountingfirm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, norwere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ S. R. Batliboi & Associates LLP We have served as the Company's auditor since 2017.Gurugram, India 03 September 2021