Aricent Annual Report.pdf

Ariicent Technologies (Holdings) Limited4th Annual Report 2009-10

Mr. Amal GanguliDirector

Mr. David FreedmanDi rector

Mr. Ajay GuptaWhole Time Director

Mr. C.P. MuraliWhole Time Director

Mr. Sanjeev Kumar HandaWhole Time Director

Mr. Eugene MinyalioDirector

Mr. Amal GanguliChairman

Mr. Ajay GuptaMember

Mr. David FreedmanMember

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Contents

Directors' Report . 2-8

Auditors' Report & Financial Statements as per Indian'GAAP 9-34

Section 212 Report 35

Auditors' Report & Consolidated Financial Statements as per Indian GAAP 36-55

Information pertaining to Subsidiaries 56

Annual General Meeting (AGM) Notice 57-59

Directors' Report

To the Members,Your Directors take pleasure in presenting the 4th Annual Report andthe audited accounts of the Company for the financial year endedMarch 31,2010.Financial Results ,The financial highlights for the year under review, compared withthe previous Financial Year, are given below:

(Rs. in Million)Particulars Year ended March, | Year ended March

. , . 31,20101 . ' 31,2009Total Income ' ,Operating Profit(PBIDT&I) : iLess: InterestLess: DepreciationLess: ImpairmentLoss .Operating Profit before tax ;Add: Other IncomeProfit before TaxLess: Provision for.income Tax - 'Less: Provision forFringe BenefitTaxLess: Prior Period '.Adjustment .Profit after Tax " Transfer to CapitalRedemption :Reserve

:

'. , .1 12,982,3,087

' . "" 8453 _ '

2,626

1452,771- .

388_

A

: . 19

i2,3642,154

, ,. , 12,845^3,000

' 25, 3972,344

234

: 32266

51 "

46

:, 16

, 153- 1,620 '

Operations ReviewTotal income increased to Rs.12,982 million from Rs.12,845 millionin the previous year. The operating profit of the Company for theyear ended March 31, 2010 was Rs.3,087 million as compared toRs.3,000 million in the previous year. The profit aftertax for the yearended March 31, 2010 was Rs.2,364 million as compared to Rs. 153million in the previous year.Revenue Mix

Particulars Iear ended March Year ended March31,2010 31,2009Services , ' ' . .. 98%Products . . : 2%Revenue Mix: Regionwise

90%

10%

Region Year ended March Year ended March, 31,2010 31,2009

Americas

Europe , Resrofthe-'WorfdDomestic

- ' ' 19%

49%

' '29%'3%

; 27%

43%

: 27%

'3%DividendYour Directors do not recommend any dividend for the year endedMarch 3.1, 2010. '..Business ReviewYour Company is a global innovation, technology and servicescompany focused exclusively on communications.

Your Company offers its customers a fundamentally uniquecombination of attributes. These include an exclusive focus on thecommunications industry, leading innovation capabilities, and abroad set of products, technology and services available via a scalableglobal delivery model.QualityDuring the year, your company continued to strengthen its QualityManagement Systems and now meets the requirements of the new ISO9001:2008 and Release 5 of TL9000 standards. This, in turn, helpsus deliver better value to our customers. Your company continued tostrengthen the Global Delivery Model by leveraging on the commonQuality Management System and Best practices implemented acrossmultiple centers. All these initiatives have helped your Company toexceed the stringent Customer Satisfaction Index targets.Redemption of Preference Share CapitalDuring the year under review, your Company redeemed 145,500,000and 69,900,000 redeemable optionally convertible non-cumulative0.001 % preference shares ("Preference Shares") of Rs.10/- each atpar on July 17, 2009 and November 17, 2009 respectively. As aresult, paid up preference share capital of the Company decreasedfrom Rs. 12,059.03 million to Rs 9,905.03 million. However,post redemption 215,400,000 Preference Shares of face value ofRs. 107- each of the Company were extinguished.The paid up Preference Share capital comprises 990,503,799Preference Shares of Rs. 10/- each as on March 31,2010 as comparedto 1205,903,799 Preference Shares of Rs. 10/- each as on March31, 2009.Your Company redeemed 115,700,000 Preference Shares ofRs 10/- each at par on April 30, 2010 and post redemption115, 700, 000 Preference Shares of face value of Rs 10/- each ofthe Company were extinguished.Reduction of CapitalYour Company has reduced its capital in accordance with theprovisions of Section 100 to 103 of the Companies Act, 1956 towrite down goodwill that arose during restructuring in the past onamalgamation of the subsidiaries. The above scheme of reduction ofcapital was approved by you in an extra ordinary general meeting heldon October 13, 2009 and approved by the Honourable High Courtof Delhi, New Delhi during the year. The order of the HonourableHigh Court has been registered by Registrar of Companies on January21,2010. Accordingly, the Capital Redemption Reserve Account andSecurities Premium Account of the Company have been reducedby Rs. 3,587,630,000 and Rs. 8,889,333,558 respectively and thetotal amount of Rs. 12,476,9'63,558 has been utilized for writingdown Goodwill.DirectorsIn terms of the provisions of the Companies Act, 1956 and Article175 of the Articles of Association of the Company, Mr. Ajay Guptaand Mr. Sanjeev Kumar Handa, Directors of the Company, retireby rotation at the forthcoming Annual General Meeting and beingeligible, offer themselves for reappointment.Mr. David Freedman was appointed as Additional Director on theBoard of the Company with effect from July 21, 2010 and holdsoffice until the date of forthcoming Annual General Meeting but iseligible for re-election at such meeting.The Board pursuant to Section 260 of the Companies Act, 1956,approved at its Board Meeting on July 21, 2010 the appointmentof Mr. C.P. Murali, as an Additional Director w.e.f. July 21, 2010.At the said Board Meeting of July 21, 2010. Mr. C.P. Murali wasalso appointed as a Whole Time Director, with effect from July 21,

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Directors' Report

2010, subject to the consent of the members of the Company inforthcoming Annual General Meeting, for period of 5 years witheffect from July 21, 2010Subsequently, the Company has received notices under Section 257of the Companies Act, 1956, proposing the candidature of Mr. DavidFreedman and Mr. C.P. Murali for the office of Director.The Audit Committee was reconstituted on July 21, 2010 withappointment of Mr. David Freedman as Additional Director andconsequently the Audit Committee presently constitutes of Mr. AmalCanguli, Mr. Ajay Gupta and Mr. David Freedam. 'Particulars required as per Section 212 of the Companies Act,1956

As per Section 212 of the Companies Act, 1956, your Companyis required to attach to its annual accounts, the balance sheet,profit and loss account, directors' report, auditors' report etc. of itssubsidiaries. The Company had applied to the Government of Indiafor an exemption from such attachment as the Company presents theaudited consolidated financial statements in the annual report. TheCompany believes that the consolidated accounts present a full andfair picture of the state of affairs and the financial condition and isaccepted globally. The Government of India, Ministry of CompanyAffairs vide its letter no. 477524/2010-CL-III dated June 10, 2010,granted exemption from complying with the requirements of Section212. Accordingly, the annual report does not contain the financialstatements of these subsidijides. The Company will make availablethe audited annual accounts and related information of the subsidiarycompanies, where applicable, upon request by any investor of theCompany. These documents will also be available for inspectionduring business hours at the Company's registered office.SubsidiariesAs on March 31, 2010, your Company had the following foursubsidiaries:(i) Aricent Japan Ltd., Japan(ii) Aricent UK Ltd., UK(iii) Aricent Communications US Inc., USA(iv) Aricent Technologies (Beijing) Ltd., ChinaOn June 16,2009, Tenet Software Ltd., UK a wholly owned subsidiaryof the Company was dissolved.Further, Aricent Communications US Inc., USA, a wholly ownedsubsidiary of the Company, is presently not carrying out businessoperations.Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, the auditorsof your Company who retire in the forthcoming Annual GeneralMeeting, being eligible, offer themselves for re-appointment.Fixed DepositsYour Company has not accepted any deposits during the yearunder review and, as such, no amount of principal or interest wasoutstanding as at the Balance Sheet date.Conservation of Energy, Research and Development, TechnologyAbsorption, Foreign Exchange Earnings and OutgoThe particulars as prescribed under subsection (1)(e) of Section 217of the Companies Act, 1956, read with the Companies (Disclosureof Particulars in the report of Board of Directors) Rules, 1988, are setout in the Annexure and form an integral part of the report.Particulars of EmployeesAs required under the provisions of Section 217(2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules, '1975, as amended, the names and other particulars of employees

are set out in the Annexure and form an integral part of this report.The Department of Company Affairs, has amended the Companies(Particulars of Employees) Rules, 1975, to the effect that particularsof employees of companies engaged in Information Technologysector posted and working outside India not being Directors ortheir relatives, drawing more than rupees twenty four lakh per yearor rupees two lakh per month, as the case may be, need not beincluded in the statement but, such particulars shall be furnished tothe Registrar of Companies. Accordingly, the statement included inthis report does'not contain the particulars of employees who areposted and working outside India.Additional Information-Balance Sheet Abstract And Company'sGeneral Business ProfileInformation pursuant to the Department of Company Affairsnotification dated May 15,1995 relating to the Balance Sheet Abstractand Company's general business profile is provided in the AnnualReport for.your information.Directors' Responsibility StatementIn compliance with Section 217(2AA) of the Companies Act, 1956,your Directors confirm that:(a) in the preparation of the annual accounts, the applicable

accounting standards have been followed, and that no materialdepartures have been made from the same.

(b) they have selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent, so as to give a true and fair view of thestate of affairs of the Company at the end of the financial yearand of the profit or loss of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof the Companies Act, 1956, for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities.

(d) they have prepared the annual accounts on a going concernbasis.

Transfer of Unpaid and Unclaimed amounts to IEPFPursuant to the provisions of Section 205A(5) of the CompaniesAct, 1956, the declared dividends and application money due forrefund which remained unpaid or unclaimed for a period of 7 yearsand was related to erstwhile Flextronics Software Systems Limitedhave been transferred by the Company to the Investor Educationand Protection Fund (IEPF), established by the Central Governmentpursuant to section 205C of the said Act.AcknowledgementYour directors would like to thank and express their sincereappreciation to all the customers, vendors, bankers, CentralGovernment, State Government and shareholders fortheircontinuedfaith & support in the Company's growth. Your directors placeon record their appreciation of the contribution made by theemployees at all levels, who through their competence, hard work,dedication and teamwork have enabled the Company to accelerateits growth.Your directors thank the Government of India and various governmentagencies for their support during the period under review, and lookforward to their continued support in the future.

For and on behalf of the Board of Directors

CurgaonJuly 21, 2010

Sd/-Sanjeev Kumar HandaWhole Time Director

Sd/-Amal Ganguli

Director

Annexure to the Directors' Report

Information pursuant to the companies (Disclosure of particularsin the report of,board of directors) rules, 1988 forming part of thereport of the directorsA. CONSERVATION OF ENERGY

The Company makes evaluation on a continuous basis to explorenew technologies and techniques to make the infrastructuremore energy efficient. However, the operations of the Companyare not energy intensive.

B. TECHNOLOGY ABSORPTION.Research & Development (R&D)1. Specific areas in which R&D is carried out by the

Company:Your Company is committed to the research anddevelopment required to keep pace with changingtechnology. The result: new services and products thatgive' your Company's clients a competitive edge in thefast-moving communications business.Your Company continues to invest in R&D efforts in thefollowing areas in the Telecom domain- , LTE , Upcoming Mobile OSs like Android, MeeGO etc Mobile Devices middleware and applications WIMAX Solution" Converged Access Broadband networks, Wireless Technologies Mobile Value Added Services DesignClients now outsource entire efforts or portions of theproduct lifecycle to your Company. The Company offersthe following services - i Technical Consulting Product development Testing Sustenanca Cost Reduction engineeringCapitalizing on the skills, in-depth knowledge and domainexpertise of software professionals, your Company'ssolutions aim to explore technologies of relevance today sotliat its clients are able to add value to their businesses.

2. Benefits derived as a result of the R&D activities:Your Company's strength has been its single-mindedfocus on the communications domain and continuousinvestment in R&D helps provide differentiators in theCompany's offerings. .It's an ongoing initiative for theCompany to maintain its competitive position in thearea of developing products in the Telecom domain, andhave established your Company as a reputed supplier ofprotocol stacks, components and subsystems in the Packet.Technologies, Mobile Handsets and Wireless domains. Inaddition, this has helped the Company build strong domainknowledge. .'

3. Future plan of actionYour Company's technology focus would be in theConvergence market with products and services ConsumerElectronics, Smart Homes, Wire-line, Cable/Satellite &Broadband Networks.

4. Expenditure on R&DThe details of the expenditure incurred on productdevelopment and prototyping are as under:

(Rs. in Million)I Particulars Year ended Year ended

March 31, March 31,2010 2009

R&D'expenditure -. .,' ' 4 9 3 . - 496R&D"Expenditure as a percentage . ;-3,8% . 3.9%of total turnover : .

Technology absorption, adaptation and innovation.1. Efforts, in brief, made towards technology absorption,

adaptation and innovation. Benefits derived as a result ofthe above efforts e.g. product improvement, cost reduction,product development, import substitution, etc.Continuous investment in R&D and an active participationin standards bodies help the Company to develop cutting-edge technologies and maintain its leadership position inthe communication software services and products space.Deep domain knowledge has helped the Company both-expand business and move up the value chain.The Company has a uniquely talented team of designers,consultants and engineers who are responsible fortechnology and domain knowledge acquisition andtracking of standards. Their focus is to select applicationdomains and relevant core technologies that are in linewith the overall interests of the Company.

2. In the case of imported technology (imported during thelast 5 years reckoned from the beginning of the financialyear), the following information may be furnished:a) Technology importedb) Year of importc) Has technology been fully absorbed? Notd) If not fully absorbed, areas where this Applicable

has not taken place, reasons thereforand future plans of action.

C. FOREIGN EXCHANGE EARNINGS AND OUTGOa) Activities relating to Exports; initiatives taken to increase

exports; development of new export markets for productsand services and export plans.During the year ended March 31, 2010, your Companyearned export revenue of Rs. 12,578 million, representingapprox. 97% of the total sales of the Company. YourCompany has subsidiaries in US, UK, Japan & Chinaand has Branch Offices in USA, Canada, UK, Germany,France, Finland, Dubai, South Korea and Australia toeffectively develop the market. In order to develop newexport markets for services and products, your Companyhas regularly participated in major international exhibitionsand seminars.

b) Total foreign exchange earned and used(Rs. in Million)

| Year ended'

Foreign Exchange EarningsForeign Exchange Outgo

March 31,Year endedMarch 31,

201 0| 200912,578;3,'538

-12,451; 3,635


GurgaonJuly 21,2010


Sd/-Amal Ganguli

Director

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Annexure to the Directors' Report

Statement under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 (forming Part ofDirectors' Report for the year ended March 31, 2010).Name Designation / Nature Remuneration

' * Duties Received (Rs.)

A.V. Ravi Shankar*

Abhijit ShankarChakrabarty

AbMnianyu Das ' , -

A jay Garg*1

Ajay Goel

Ajay Gupta

Afeel PrafulkumarVelankar*

Alok Wadehra

Amalraj YetukuriAnil Kumar Gupta

Anii K'umar Veer

Anita B Gupta

An'namalaiVenkafachalam

Anuj Math

Anup Khandelwal

Anuparn Wahi

Anupama Babbar

Arnab Das

Arpita Mukherjee* -

Arputham Ganesan

Arti Khanna

Ashish Kumar Gupta

Ashish Mohan :

Ashok' Kumar

Ashwani La!

Atu! Khanduri

Assistant VicePresident - legal

Assistant Vice President- Engin eering'

Director - Technology

Director - Engineering


Senior Vice President

Director - Business,Development


Director - HR

Vice President-Engineering

Assistant VicePresident -IT'

Vice President ~ MgmiServices

Assistant Viice President- Engineering

Senior Manager-Business Development

Director - BusinessDevelopment . .

Director- BusinessDevelopment

Assistant Vice ^ 'President - HR

Director - ProductSupport

Assistant Vic? - -President- Legal ,

Assistant VicePresident - BO

Assistant Vice President- Product Mgmt

Assistant Vice President- Engineering

Director - finance

Assistant VicePresident ,- BD


Assistant Vice President- Technology

1,860,096

' 2,684,902

2,734,3291 680,009

2,883,735

8,555,877

1,866,396

. - 2,556,902

3,307,271

4,245,277

2,904,386

5,783,390

2,938,169

2,792,615

2,502,267

3,153,545

- 3,604,887

3,131,705

7,24,699

3,454,265

3,371,513

3,794,069

2,979,848

3,838,795

3,694,961

2,989,244

Qualification Experience ' Date of Age Particulars of last employment(Yrs.) Commencment (Yrs.)

of employment

B.A.U.. B..-

B. Tech.

B Sc, (Hons.)M. Se,B.1PCOBM ' .

B..,M.Tech.,PGOBM

Graduate, B.E. {Electronics& Electrical Communication)Punjab Engineering CoHege -Chandigarh-

B. Tech.Posi GraduateDiploma

B.E M.B.A.

B.SC.MA

B. Sc.,M. Phil(M..Sc.

B..,Diploma,M.S.

B.t. (Hons.)

B. Sc.B. Tech. .

B. Tech.'.M.Tedl ,M.B.A.

B. Sc.,M.C.A.,M.B.A.

B.E. ' '

B. Arch.Masters '

B.E.

B.A., LIB

B.E. (Hons.)M.BA

B.E, ., . ' .

B. SC.M.C.A.

B. Com.,CA,

B.E. . . '

B;Sc,M.C.A.

B.Tech.

25,

24

'' 23

19.

24

24

' 10

18 '

16

26

'20

,, 24

22

15

20

. 11 -

' ' 15 ;

. 19 ,

22 '

' '21

21 ,

20

' 56

27 !

27

21 .

15-Ian-08

01-Apr~07

OI-Apr-07

01-Sep-08

01~Apr-07

01-May~97.

01-Apr-07

01-Apr-07

01-Apr-07

OI~Apr~07 .

01-Apr-07

01-Apr-07

OI-Apr-07

05-/ul-Q7

01-Apr-07

t,5-Sep-08

Ol-Apr-07

01-Apr-O7,

08-FetMO

01 -Apr-07

01-Apr-07

09-jun-08

01-Oct-07

, 01-Apr-Q7

01~Apr-07

' 01-ApM>7

52

46

46

43

43

45

, 36

40

42

49

42

46

47

37'

44

35

40

, 43

46

44

43

43

40

SO

45

45'

Assistant Vrce President - tegal.Wipro Ltd.

Flextronics Software Systems limited

Flextronics Software Systems Limited

Syntel International

Director *~ Engineering,f-lextronics SoftwareSystems* Limited;

Sr Vice President, Hextronics SoftwareSystems Limited

Director - Business Development,FlextronicsSoftware Systems Limited

Director - Engineering,Flextronics SoftwareSystem? Limited

Flextronics Software. Systems Limited

Vice Presideni - Engmeering,FIextronicsSoftware Systems Limited

Assistant Vice President - IT,FlextronicsSoftware Systems Limited

Vice President - Mgmt Services,FiextronicsSoftware Systems Limited


Senior Manager - BusinessDevelopment.Flextronics Software SystemsLimited

Director - Business Development,Flextromc;>Software Systems Limited

Cable & Wireless

Assistant Vrce President - HR,FiextronicsSoftware Systems Limited

Director - Product Suppoit,FlextronicsSoftware Systems Limited

^okra Siemens Networks -

^extremes Software Systems Limited

Assistant Vice President - ProductMgmt.Flextromcs Software Systems Limited

rttel Technologies &Trillium

KPMC ' '

Assistant Vice President - BD,flextronicsSoftware Systems Limited

Assistant Vice president -:ngmeering,Flextronics Software SystemsJmited

Assistant Vice President -Technology,Hextromcs Software Systemsjmited


Name Designation / Nature Remunerationof Duties Received

Aricent Technologies (Holdings) Ljmited[Annexure to the Directors' Report

Annual Report 2009-2010

[Janpe Designation / Nature Remuneration Qualification "L-* of Duties Received (Rs.) :

Mohan B *

N Mohan Rangan

Natarajan M *

Neeraj Arora

Neerai Vyas

Nitish M Baliga

Pankaj Gupta

Payai Koul Mirakhur

Pratyush Dasgupta

R Ezhirpavai .

Rahul Agafwal

Raj Bajaj

RajagopalanVenkatachalam*

Rajesb KumarSundararajan

Rakesh Vlj

Ramana Murthy

Rammohan Kandlakunta

Ranfani Rajanikanth* .

Ravi Venkat Kodukuia*

Ravikumar Ravi*

Renu Bidalia

Rohit Madhok

Sagaya Cyril*

Saja! Gupta

Sandeep Cruigh

Sandhya Ravikumar

Sandip Ranjhan

Sanjeev Kumar Handa

Sanjoy Kumar Sen*

Director - HR


Assistant Vice President- Finance


Assistant Vice President

Vice President -Admin

Senior Manager - legal

Assistant VicePresident - BD


Chief Systems Engineer


Vice President~Sales


Assistant Vice President- Product Mgmt



Chief Systems Engineer

Senior EngineeringProject Manager

Assistant VicePresident - L & E

Configuration Manager

Director - HR


Technica) Leader

Vice President

Senior Manager - Legal

Assistant Vice President~ Engineering

Assistant Vice President~ Engineering

Vice President ~-inance

Director - BusinessDevelopment

2,538,784

3,873,283

2,876,316

2,409,728

4,192,318

4,277,428

2,538,164

3,405,652

3,774,866

2,461,905

2,572,312

4,076.216

1,091,015

3,527>78

3.495,302

2)702,257

.2,421,624

603,949

' ,1,504,196

26031 1

2,760,330

2,812,538

353,326

4,370,786

2,433,313

' 3,219,943

3,393,724

6,303,492

2,188,872

B. Tech.Post GraduateDiploma

B. Sc.M. Sc.

B. SC.C.A.

M.C.A. ' .' '

B.E.M.tech.

B.E.XHons.)

B.A.C.S.

B.E,

B. Sc. (Hons.)M.-Sc. (Tech.)

B. Sc.M.CA. -

B. Sc.Post GraduateDiploma,8.E. -

BE, MBA

B.E., M.A.,M,S

B.E-M.Tech. '

B.E. '

B.E.

B.E.M.Tech, .

B.E.

B.A.,Diploma, PGDBM

B. Tech.

B.A.

B.E.

B.E.

B.E.

C.A.C.S.

B.E. , ' '

B.E.M.Tech. '

B. Tech. PGDBM

B.E. (Hons.),Ph. D.,M.B.A.

Experience(Yrs.)

20

20

'17

19

., '9:

25'

13'

15 :

22 "

14

. 20

19 ,

17

18

' 17"

22 . '

' 14

11

19

12

.20

14

11

24

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' 22 -

19

21

'16 .

i Date of Age Particulars of last employmentGommencment (Yrs.)rtf employment

Ql-Apr-07

01-Apr-07 '

Ol-Apr-07

Ol-Apr-07

03-Mar-08

01-Apr-07

01-ApM)7

01-Apr-07

Ol-Apr-07

Ol-Apr-07

Ol-Apr-07

03-ApM)8

06-NOV-09

01-Apr-07

01-Apr-07

. 18-lan-08

01-Apr-07

21-lan-lO

30-jul-O? ,

Ol-Apr-07

Ol-Apr-07

27-Nov-OS

Ol-Apr-07

OI-Apr-07

' Ol-Apr-07

01-Apr-07'

,. Ol-Apr-07.

14-Aug~08

02-)ul-09

42 -

43

43

'44

41

47

38

37

48

40

44

44

43

42

42

45

38

38

42

34

42

38

35

45

37

44

'44

44

42

Director - HR.FIextronics Software Systemslimited

Assistant Vice President Engtneering,Ftextronics Software Systemslimited

Assistant Vice President - Finance,FlextronicsSoftware Systems Limited

Director - Engineering,Flextronics SoftwareSystems Limited

Assistant Vice President.Siemens InformationSystems Ltd

Vice President,- Admin, Flextronics SoftwareSystems Limited


Assistant Vice President - BD,F!extronicsSoftware Systems Limited

Assistant Vice President -Engineering,Flextronics Software Systemslimited

Chief Systems Engineer,Flextromcs SoftwareSystems Limited

Director - F.ngineering,Flextronics SoftwareSystems Limited -

Vice President, Siemens Information SystemsLtd. ; ''

Nokia India


Assistant Vice President - BD,FJextronicsSottware-Systerns Limited

Ronanki Info Tech Pvt ltd

Chief Systems Engineer,Flextronics SoftwareSystems Limited

NXP Semiconductors India Pvt Ltd

Assistant Vice President - L & E.FiextronicsSoftware Systems Limited



Wipro Technologies


Vice Presideni,Flextronics Software SystemsLimited.

-iextronics Software Systems Limited

:lextronics Software Systems Limited

Assistant Vice President -Engineering,Ffex!ronics Software SystemsLimited

Vice President - Finance.Keane India Ltd

Satyarn Computer Services


Name Designation / Nature Remuneration Qualificationof Duties Received (Rs.)

Sanket S Nesargt* "

Saravanan Jayaprakash*

Sathyavageeswaran R

Saurabh Garg

Shankar A

Sheela R Tl

Shyam Hiraou*

Sridhar Raju

Subhash Caggar

Sutiha N

Sudbansu Sekbar Samaf

SudhirTangri '

Sumit Dhar .,

Sundara Rajan Aj*

Swaroop Kanri Sera* >

VatdyanathanAnantharaman

Vijay Anand

Viksit Kijhawan

Vipin Goel

Vjrendef Arora*

Vivek Pachaury

Zafar Md Ahmad . ,

Senior Maftager -Marketing .'

Engtneerlng ProjectManager

Assistant Vice President-Quality-

Assistant Via? President~ Techno] ogy

Director - Finance

Technical trader -Testing ! .

Director ~ ProductSupport -

Director -BusinessDevelopment

Director-Financei

Director - Engineering ,

Director - ChannelSates -.Products

Assistant Vice President

Senior Director - Sales

Assistant VicePresident - HR

Assistant Manager - Bustn -

Director - BusinessDevelopment

Director Engineering

Assislant Vice President- Engineering


Senior Manager ~-Busmess



2,275,517

- 204,394

3,162,196

3,292,710

3,743,125

5*9,255

2,222,553

2,827,780

2,7)4,359

2,772,349

. 3,365,613

3,438;533

4,848,468

1',8S4,769

212,193

. 2,533,387

2,639,700

3,143,152

3,372,063

458,7?:'

3,518,505

3,527,428

M.B,A.',Ph. D.,M.S. *

B.C.A.M.C.A, . '"':

M. Sc. ffech.) .

B.f;,M.Tecti.,M.8.A.

B.A. ,M,Com,I.C.WA.,ACS)

B.E.M.E ";

B.E.,PGDBM,B. Tech. ' ,'

B.E. ;

B. Com. MBA . '

B.E,

B Tech. '< .

B.E.

B.E. , ; .'BA. ' "

B. Tech.PGDBM ''.

B.E.Masters '

A.M.LEDiploma

B.E.,MTech.,M.B.A. , ;

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Aricent Technologies (Holdings) Limited Annual Report 2009-2010Auditors' Report

TO THE MEMBERS OF ARICENT TECHNOLOGIES (HOLDINGS) LIMITED1. We have audited the attached Balance Sheet of ARICENT TECHNOLOGIES (HOLDINGS) LIMITED ("the Company") as at March 31,

2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto, inwhich are incorporated the Returns from the Germany Branch audited by other auditors. These financial statements are the responsibilityof the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Anaudit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An auditalso includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A)of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order,

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the

purposes of our audit;(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination

of those books and proper returns adequate for the purposes of our audit have been received from the Germany Branch auditedby other auditors;

(iii) the reports on the accounts of the Germany Branch audited by other auditors have been forwarded to us and have been dealt withby us in preparing this report;

(iv) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with thebooks of account and the audited Branch Returns;

(v) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash-Flow Statement dealt with by this report are in compliancewith the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(vi) incur opinion and to the best of our information and according to the explanations given to us, the said accounts give the informationrequired by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting'principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2010 taken on record by the Board of Directors,we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in lerms of Section 274(1)(g) of the Companies Act, 1956.

For Deloitte Haskins & SellsChartered Accountants

(Registration No: 015125N)

Sd/-Place: New Delhi . (Vijay Agarwal)Date: July 21, 2010 Partner

(Membership No. 094468)

A R I C E N T

Annextire to the Auditors' Report {Referredfto in paragraph 3 of our report of even date)1 .

(i) In respect of its fixed assets:(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed

assets. '

(b) -As explained to us, the Company has a programme of physically .verifying most of its fixed assets over a period of three years andin accordance therewith, physical verification of fixed assets of the Company was carried out during the year. In our opinion, thefrequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. Thediscrepancies noticed on such verification were not material.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Companyand such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) The Company is a service company providing software services and does not hold any inventories. Accordingly clauses (ii)(a), (ii)(b)and (ii)(c) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the Order) are not applicable tothe Company.

(iii) (a) According to the information and explanations given to us, the Company has, during the year, not granted any loan, secured orunsecured to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act,1956. The maximum amount due during the year and the year-end balance of such loan is Rs. 15,102,791.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditionsof'the loan granted are, prima-facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, the party, to whom the loan has been granted by the Company, asreferred to in paragraph 4(iii)(a) above, has not been regular in payment of the interest as stipulated in the agreement. The loanis repayable on-demand and during the year the same has not been recalled by the Company.

(d) According to the'information and explanations given to us, the Company has taken reasonable steps to recover overdue interestamounting to Rs. 1,496,981 in respect of the loan granted as referred to in paragraph 4(iii)(a) above.

(e) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured fromcompanies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly,paragraph 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensuratewith the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services and itsrelated products. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, we are of the opinion that during the year, there are no contracts orarrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered in the register required to be maintainedunder that section. Accordingly, paragraphs 4(v) (a) and (b) of the Order are not applicable.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year,paragraph 4(vi) of the Order is not applicable.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Managementhave been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost recordsunder Section 209(1 )(d) of the Companies Act, 1956, for the business activities of the Company.

(ix) According to the information and explanations given to us in respect of statutory dues:(a) The Company has been regular in depositing undisputed dues, including income tax, sales tax, service tax, professional tax,

wealth tax, investor education and protection fund, custom duty, cess and other material statutory dues applicable to it with theappropriate authorities and generally been regular in depositing undisputed dues in case of income tax deducted at source (TDS),works contract tax, employees state insurance with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, cess andother material statutory dues in arrears as at March 31, 2010 for a period of more than six months from the date they becamepayable. ;'

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Annexure to the Auditors' Report

(c) There are no dues of excise duty, wealth tax, service tax and cess which have not been deposited as on March 31, 2010 onaccount of disputes. The details of disputed dues of income tax, sales tax and customs duty that have not been deposited as onMarch 31, 2010 is as follows:

Statute

Income Tax Act, 1961

Sales Tax Act . .

Customs Act, 1962 .

Nature of Dues

Income tax

Sales tax

Custom duty

Forum where Dispute isj pending

Commissioner of Income Tax .Commissioner of.Income Tax(Appeals) , .

income. Tax Appellate TribunalJoint Commissioner ofCommercial Taxes (Appeals)

Central, Excise & Service TaxAppellate Tribunal, BangaloreCentral, Excise & Service Tax 'Appellate Tribunal, New Delhi

Period to whichthe amount

relates2001-02

. 2003-042004-05 . .2006-07 :2004-052004-052005-062006-072006-07

2008-09

Amountinvolved (Rs.)*

4,072,44694,363,715

391,410,92524,461,654

' 7,814;735

' ' ' 314,080

Amount paidunder protest

(Rs.)_

25,062,886

-

12,466,000

. 4,414,735

.50,000

* amount as per demand orders including interest and penalty wherever quantified in the OrderThe following matters, which have been excluded from the table above, have been decided in favour of the Company but thedepartment has preferred appeals at higher levels. The details are given below:

Nature of Dues Forum where Dispute is Period to which Amount Amount paid, pending the amount involved (Rs.) under protestl relates (Rs.)

Income Tax Ad, 1961 Income tax High Court ' 1997-982003-04

283,622,039

x)

(xi)

The Company does not have accumulated losses at the end of the financial year ended March 31, 2010 and has not incurred cashlosses during the financial year ended March 31, 2010 and in the immediately preceding financial year ended March 31, 2009.

In our opinion and according to the information and explanations given to us, the Company, during the year, has not defaulted in therepayment of dues to banks.

(xii) In our opinion and according to the explanations given to us, the Company has not granted any loans and advances on the basis ofsecurity by way of pledge of shares, debentures and other securities during the year.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefitfund/society as specified under paragraph 4(xiii) of the Order.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities,debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees during the year for loans takenby others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we

report that funds raised on short-term basis have not been used during the year for long- term investment.(xviii)'The Company has not made any preferential allotment of shares during the year.(xix) The Company has not issued any debentures during the year.(xx) The Company has not raised any money by way of public issue during the year.(xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud

on the Company has been noticed or reported during the year.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 015125N)

Place : New DelhiDate:-July 21, 2010

Sd/-(Vijay Agarwal)

Partner(Membership No. 094468)

A R I C E N T

Balance Sheet as at march 31, 2010

Schedule

I. SOURCES OF FUNDS;,

1. Shareholders' Funds(a) Share Capital ;'(b) Reserves and Surplus

2. Loan Funds '

(a) Secured Loan ;!

TOTAL

II. APPLICATION OF FUNDS

1. Fixed Assets ;

(a) Cross Block "(b) Less: Depreciation(c) Net Block(d) Capital Work 'in Progress(e) Capital Advance

2. Investments i.3. Deferred Tax Assets

4. Current Assets, Loans and Advances(a) Sundry Debtors(b) Cash and Ban'k Balances(c) Other Current Assets(d) Loans and Advances

Less: Current Liabilities and Provisions

(a) Current Liabilities(b) Provisions ;

A

B

C

E

F

G

Net Current Asserts

Notes on Accounts

TOTAL

As at 31;03.2010 As at 31.03.2009

Rs. Rs.

11,216,999,030 13,370,999,0305,722,660,397 16,939,659,427' 15,836,000,970 29,207,000,000

16,939,659,427

16,601,01,0,409

.3,413, 19;},016T3,187,81;7,393 :

51,788;406 ' ' '- 15,8^3,213 , '13,255,409,012

213,600,134' 253,658;955

- I

4,204,011,237

217,887,704 '' 263,9,40,1951,578,997,0106,264,836,146

2,541,7.18,131 .'

506,1.26,6893,047,844,820 .'

3,216,991,32616,939,659,427

305,880,00029,512,880,000

28,656,455,5352,986,821,265

25,669,634,27068,774,112

3,036,728 25,741,445,110147,912,134266,453,126

3,773,568,536

554,391,285

448,908,773

1,106,514,570

5,883,383,164

2,093,618,583432,694,951

2,526,313,5343,357,069,630

29,512,880,000O

As per our report of even date

For DELOITTE HASKINSi & SELLSChartered Accountants ',

Sd/- :(Vijay Agarwal)

Partner '>

Place : New DelhiDate : July 21, 2010


Scf/-Sanjeev Kumar HandaWhole Time Director

Sd/-A. Shankar

Company Secretary

Sd/~Amal Ganguli

Director

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Profit and Loss Account for the year ended March 31,

INCOME

Sales

Other Income

EXPENDITURE

Employees Remuneration and Benefits

Other Expenses

Financial Expenses

Depreciation

Impairment Loss

PROFIT BEFORE TAXATION

Provision for Taxation

PROFIT AFTER TAXATION

Balance brought forward from the previous year

Less: Transfer to Capital Redemption Reserve

Balance Carried to Balance Sheet

Earnings Per Share [Refer note 9 of Schedule O]Basic (Rs.)Diluted (Rs.)

Notes on Accounts

As per our report' of even date

For DELOITTE HASKINS & SELLSChartered Accountants

Sd/-(Vijay Agarwal)

Partner

Schedule Year Ended31.03.2010

Rs.

I 12,836,442,769

J 145,141,887

12,981,584,656 >(

K 6,916,432,317

L 2,817,882,607

M r , 23,399,91 V

D 453,132,557

D ., - ; - ' '-

10,210,847,392

2,770,737,264

N 407,114,279

2,363,622,985

4,314,037,412

(2,154,000,000)!4,523,660,397

18.02

18.02

O


Sdl-Sanjeev Kumar HandaWhole Time Director

2010

Year Ended31.03.2009

Rs.

12,813,010,377

31,736,501

12,844,746,878

6,413,083,027

3,378,559,660

46,029,633

396,587,512

2,344,485,225

12,578,745,057

266,001,821

113,218,728

152,783,093

5,781,084,319

(1,619,830,000)4,314,037,412

1.16

1.16

Sd/-Amal Ganguli

Director


Sd/-A. Shankar

Company Secretary

A R I C E N T '

Schedules forming part of the Balance SheetAs at 31.03.2010

Rs.Schedule ASHARE CAPITALAuthorised against total plan assets of Rs. 1,665,942,604 (Previous year Rs.1,372,835,147). The funds of the Trust havebeen invested under various securities as prescribed under Ihe rules of the Trust.Defined Benefit ObligationThe components of the Gratuity Plan and Pension Plan benefit obligations are shown below :

Gratuity Plan as Gratuity Plan as Pension Plan as . Pension Plan asat 31.03.2010 at 31.03.2009 at 31.03.2010

Rs. Rs. | ' Rs.Balance asat the beginning of the year Service CostInterest Cost ' .

;

Benefits Paid ~Transfer of Employee's Liability received from AricentCommunications Pvt LtdExchange (Gain) / LossActuarial (GairO/LossBalance as at the end of the yearFair value of plan assetsBalance as at the beginning of the yearExpepted- return on plan assetsContributions ' ' 'Benefits PaidActuarial (Glain)/.LossBalance as at the end of the year

215,270,87774,299,02316,171,504

(33,324,319)

3,214,539_

2,989,712278,621,336

322,18521,716

33,300,000(33,324,319)

179,043498,625

205,043,94839,372,50114,459,656

(49,549,720)

: ' ' -

5,944,492215,270,877

378,00014,721

49,208,563(49,549,720)

270,621322,185

100,213,1643,164,7885,723,977(540,457)

'

(12,225,290)10,857,248

107,193,430

.

-

-

'. -

.

.

at 31. 03.2009Rs.

84,7873163, 468', 1565,006,132

-

-

6,331,320620,240

100,213,164

-

-

-

-

-

The reconciliation of the present value of obligations and the fair value of plan assets to the assets and liabilities is as below:

.Fair value of plan assets as at the end of the year*Present value of defined benefit obligations as at endof the yearLiability recognised in the balance sheet as at theend of the year \ . . *100 % of the plan assets are invested in bank balances.

Gratuity Plan as Gratuity Plan as Pension Plan as Pension Plan asat 31.03.2010 ; at 31.03.2009 at 31.03.2010 at 31.03.2009

Rs Rs. ' , ' Rs. Rs. f

498,625

278,621,336

278,122,711

322,185

215,270,877

214,948,692

107,193,430

107,193,430

100,213,164

100,213,164

Aricent Technologies (Holdings) Limited Annual Report 2009-2010

The net gratuity and pension cost for the below mentioned years is as follows:- - '

^'

Gratuity Plan as Gratuity Plan as Pension Plan !as at Pension Plan as atjat 31.03.2010 at 31.03.2009 31.03.2010 31.03.2009! ' Rs.

Service CostInterest CostExpected return on plan assets Net Actuarial (Gain) / Loss .Net Gratuity CostActuarial AssumptionsDiscounting rateFuture salary increase

74,299,02316,171,504.. (21,716)2,810,668

93,259,479

8.00 %5.00 %

Rs. ' ' 39,372,501

14,459,656". (14,721)

: 5,673,871

59,491,307

8.00 %5.00 %

Rs. Rs.3,164,7885,723,977

' -

10,857,24819,746,013

4.80%2.50%

3,468,1565,006,132

-

620,2409,094,528

5.75 %2.50 %

Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experienceadjustments of gratuity plan:-

Year ended 31.03.10 Year ended 31.03.09 Year ended 31.03.08Rs. , Rs. Rs.

Present value of defined benefit obligation Fair value of the plan assetsDeficitExperience adjustments on plan liabilitiesExperience adjustments on plan assets

278,621,336498,625

276,122,7112,989,712; 179,043

215,270,877322,185

214;948,6925,944,492

270,621

205,043,948378,000

204,665,9487,336,365

296,991

Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experienceadjustments of pension plan:

Year ended 31.03.10 Year ended 31.03.09 Year ended 31.03.08Rs. Rs. Rs.

14.

107,193,430

107,193,43010,857,,248

100,213,164

100,213,164620,240

84,787,316

84,787,316(16,754,470)

Present value of defined benefit obligationFair value of the plan assets'DeficitExperience adjustments on plan liabilitiesExperience adjustments on phan assets

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and otherrelevant factors such as supply and demand factors in the employment market.Income TaxesIn accordance with Accounting Standard 22 on Accounting for Taxes on Income the deferred tax charge of Rs. 12,794,171 (Previous yeardeferred tax credit of Rs. 32,201,881) has been recognised in the profit and joss account. The tax effect of significant timing differencesas of March 31,2010 that reverses after the tax holiday gave rise to the following net deferred tax assets as at March 31,2010.

Deierred Tax AssetsDepreciationLeave EncashmentProvision for Bad DebtsSoftware Development CostsGratuityUnabsorbed DepreciationUnrealised Loss on OptionsNet Deferred Tax Assets

As at 31.03.2010

98,437,81127,247,52427,708,204

92,401,988

7,863,428253,638,955

As at 31.03.2009Rs.

"72,616,77625,360,62557,770,34821,674,22174,294,77914,736,377

266,453,126The deferred tax asset is recognized on the basis of the future taxable profits, against which it will be realized.

15. ReclassificationPrevious year's figures have been regrouped and/or re-arranged wherever necessary to conform to the current year's groupings andclassifications. /

Balance Sheet Abstract and Company's General Business Profile

Registration details

Registration No.

State Code

Balance Sheet date

Capital raised during the yearPublic issue'

Rights issue

Bonus issue

Private Placement

Employee Stock Option Plan

Position of mobilisation and deployment of funds

Total liabilities

Total assets'

Sources of funds

Paid-up capital (Includes redeemable preference shares)Reserves and SurplusSecured loans

t

Unsecured loans J

Application of funds

Net fixed assets

Investments

Net current assets

Miscellaneous expenses

Accumulated losses

Deferred tax assets iPerformance of Company

Turnover ,

Total expenditure

Profit/(loss) before taxProfit/(Loss) after taxEarnings per share (Basic)Dividend rate (%) ,

Generic name of three principal products/services of the CompanyItem code no.dTC code1)Product description

U65993DL2006PLC149728

55

31.03.2010

(in Rs.)

16,939,659,42716,939,659,427

11,216,999,030

5,722,660,397

13,255,409,012

213,600,134

3,216,991,326

253,658,955

12,981,584,656

10,210,847,392

2,770,737,264

2,363,622,985

18.02

85249904.90

Computer Software

GurgaonJuly 21, 2010



Sd/-A. Shankar

Company Secretary

Sd/-Amal Canguli

Director

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Section 212 Report

Statement Pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies' '" '-- ' ' I ' , " ' , Particular's '" ' ' ' > -

1.

2.

3.

a)

b)

4,

a)

b)

5,

a)

b)

6.

7,

a)

b)

c)

d)

Name of the Subsidiary

Financial year ending of the Subsidiary

Holding Company's interest

Shares held by the Holding Company in thesubsidiary

Extent of holding

Net aggregate amount of profits/dosses) for theabove financial year of the subsidiary so far asit concerns members of the holding company;

dealt with or provided (or in the accounts ofthe holding company

not dealt with or provided for in the accountsof the holding company

Net aggregate amount of profits/dosses) forprevious financial years of the subsidiary so faras tt may concern the members of the holdingcompany:

dealt with or provided for in the accounts ofthe holding company

not dealt or provided for in the accounts of theholding company

Change in the Holding Company's interestm its subsidiaries between the ei>d of theFinancial Yearyf the subsidiary and the end ofthe Holding Company's Financial Yeat.

Details of Material chang;es that have occurredbetween the end of the Financial Year ofthe subsidiary and the end of the HoldingCompany's Financial Year

Subsidiary's Fixed Assets

Subsidiary's Investments

Moneys lent by the subsidiary

Moneys borrowed by the subsidiary for anypurpose other than thai; of meeting currentliabilities

" I '.' , Details o f Subsidiary Companies

Aricent lapan limited.japan

March 31, 2010

800 shares amountingto.Rs. 19,200,000

100%

Nil

Rs. (10,020,146)

Nit

Rs. 6,285,512

No Change

No Change

No Change

No Change

No Change

Tenet Software Limited,UK*

March 31, 2010 .

1 ,000 ordinary sharesamounting toRs. 68,070

100%

Nil '

Rs. 985,041

Nil :

Rs, (405,833)

No Change

No Change

No Change

No Change

No Change

Aricent UK Limited, UK

March 31,2010

1 50,000 ordinaryshares amounting toRs. 10,210,500

100%

Nil

Rs. 1,275,632

Nil

Rs. 28,306,705

No Change

No Change

No Change

No Change

No Change

AficentCommunications USInc., USA

March 3 1,2010

5,000,000 commonstock amounting toRS. 90,280,000

100%

Nil

Rs. (10,513,558)

Nil

RS. 67,360,842

No Change

No Change

No Change

No Change

No Change

Aricent Technologies(Beijing) Limited, China

December31, 2009

Contribution toregistered capitalamounting toRS. 98,943,933

100%

Nil

Rs. (25,692,083)

Nil

RS. (36,107,791)

No Change

No Change

No Change

No Change

No Change

Tenet Software Limited, UK a subsidiary of the Company was dissolved on |une 16, 2009 and approval under Sec 212(8) of the Companies Act, 1956 granting exemption to the Companyt'rom complying with the requirements of Sec 212(1) with respect to the same was not sought. .

GurgaonJuly 21,2010

For and on behalf of the Board of DirectorsSd/-

Sanjeev Kumar HandaWhole Time Director

Sd/-A.Shankar

Company Secretary

Sd/-Amal Ganguli

Director

Consolidated Profit and Loss Account

Schedule

INCOME jSales : ( HOther Income |i 1

EXPENDITURE

Employees Remuneration and Benefits J

Other Expenses i " K,

Financial Expenses f L

Depreciation ij DImpairment Loss ? D

PROFIT BEFORE TAXATION

Provision for Taxation: M

PROFIT AFTER TAXATION

Balance brought forward from the previous year

Less: Transfer to Capital Redemption Reserve

Balance Carried to Balance .Sheet

Earning Per Share [Refer note 8 of Schedule N]Basic (Rs.)Diluted {Rs.)

Notes on Accounts N

for the year ended March


Rs.

12,997,715,703

145,279,133

13,142,994,836

7,052,686,920

2,849,545,086

23,725,206

456,510,007

10,382,467,219

2,760,527,617

428,804,517

2,331,723,100

4,293,672,645

(2,154,000,000)4,471,395,745

17.77

17.77

31, 2010


Rs.

13,195,306,381

23,692,940

13,218,999,321

6,732,616,456

3,372,337,290

46,651,900

401,927,010

2,344,485,225

12,898,017,881

320,981,440

121,643,987

199,337,453

5,714,165,192

(1,619,830,000)4,293,672,645

1.52

1,52


For DELOITTE HASKINS & SELLSChartered Accountants '

Sd/- .(Vijay Agarwal)




Sd/-A. Shankar

Company Secretary

Sd/-Amal Ganguli

Director

Aricerit Technologies (Holdings) Limited Annual Report 2009-2010Schedules forming part of the Consolidated Balance Sheet

Schedule ASHARE CAPITALAuthorised

140,000,000 (Previous year 140,000,000)Equity shares of Rs. 10 each1,500,000,000 (Previous year 1,500,000,000)Redeemable optionally convertible Non-Cumulative 0.001%(Previous year 0.001 %) Preference shares of Rs 10 each

Issued, Subscribed and Paid up131,196,104 (Previous year 131,196,104) Equity shares of Rs. 10 each990,503,799 (Previous year 1,205,903,799) Redeemable OptionallyConvertible Non-Cumulative 0.001 % (Previous year 0.001 %)Preference shares* of Rs. 10 each (215,400,000 shares redeemedduring the year at par)

Notes:1.

. As at 31.03.2010 ' Rs7

1,400,000,000

15,000,000,000

16,400,000,000

1,311,961,0409,905,037,990

11,216,999,030

As at 31.03.2009. Rs7

1,400,000,000

15,000,000,000

16,400,000,000

1,311,961,04012,059,037,990

13,370,999,030

Of the above Equity shares 25,766,626 shares of Rs.10 each were allotted as fully paid up pursuant to the scheme of amalgamationwithout payment being received in cash.The Preference shares are convertible into Equity shares at the option of the Company or holder of the Preference shares, after theexpiry of one month from the date of allotment but before the expiry of 20 years at the price to be determined as per the applicableprovisions relating to the pricing. In the event the option for conversion of the Preference shares is not exercised as mentioned above,such Preference shares shall be redeemable at par at the option of the Company upto to the end of 20 years or such period as prescribedunder Section 80 of the Companies Act, 1956, from the date of their allotment.

As at 31.03.2010 As at 31.03.2009Rs.

300,000,000

Rs.

9,389,333,558

Schedule BRESERVES AND SURPLUS1. Securities Premium

As per last Balance SheetLess: Adjustment on reduction of Capital[Refer note 4 of Schedule N]

2. Capital Redemption ReserveAs per last Balance SheetAdd: Transferred from Profit and Loss Account

Less: Adjustment on reduction of Capital[Refer note 4 of Schedule N]

3. Foreign Exchange Translation ReserveAs per last Balance SheetAdd: Adjustment during the Year

4. Profit and Loss AccountAs per last Balance SheetAdd: Profit for the yearLess: Transfer to Capital Redemption Reserve

Schedule C ' ' ' ~LOAN FUNDS

Secured LoansFrom Banks- Packing Credit Foreign Currency Loan ' - 305,880,000

- 305,880,000

Notes: 1. The assets of the Company including immovable properties and assets, tangible and intangible movable properties have beenpledged /hypothicated to IL&FS Trust Company Limited, the INR collateral agent for the rupee lenders, to secure the revolvingcredit facility of US$ 30 million (Previous year US$ 30 million) availed of by the Company and the revolving credit loans/termloans or other facilities upto US$30 million (Previous year US$ 30 million) to be availed of by the Company for funding theworking capital, capital expenditure requirements and general corporate expenses.

2. Amount due within one year Rs. Nil (Previous year Rs. 305,880,000).

Rs.

9,389,333,558(8,889,333,558)

2,132,630,0002,154,000,0004,286,630,000

(3,587,630,000)

8,203,222(10,963,539)

4,293,672,6452,331,723,100

(2,154,000,000)

699,000,000

(2,760,317)

4,471,395,745

Rs.

9,389,333,558

512,800,0001,619,830,0002,132,630,000

(3,016,928)11,220,150

5,714,165,192199,337,453

(1,619,830,000)5,667,635,428

2,132,630,000

8,203,222

4,293,672,64515,823,839,425

Schedules forming part of the Consolidated Balance SheetSchedule D

FIXED ASSETS

Goodwill*

Land Freehold

Factory Building '

Leasehold Improvement

Plant and Machinery

Software

Furniture and fixtures

Office Equipments

Vehicles

TOTAl

PREVIOUS YEAR

24,411,225,345

359,082,054

167,038,683

458,120,114

2,428,313,136

478,834,564

134,018^222

180,904,018

55,749,974

28,673,286,110

30,632,742,773

'

-

' 209,982

26,258,644

285,152,745

108,769,575

3,570,180

21,524,909

6,460,577

451,946,612

416,060,272

12,476,963,558

-

_

7,948,313

4,592,302

_

8,594,424

2,056,449

6,561,332

12,506,716,378

31,031,710

-

-

_

-

_

.

-

-

-

2,344,485,225

11,934,261,787

359,082,054

167,248,665

476,430,445

2,788,873,579

587,604,139

128,993,978

280,372,478

55,649,219

16,618,516,344

28,673,286,1 10

-

-

63,149,926

283,207,707

2,046,497,914

350,741,818

104,955,672

118,064,210

32,113,273

2,998,730,520

2,620,795,490

-

-

' 5,579,399

43,282,611

269,053,017

91,335,757

8,890,200

25;726,333

12,642,690

456,510,007

401,927,010

-

-

'

7,948,312

3,826,039

~

8,007,540

1 ,863,480

5,733,623

27,378,994

23,991,980

-

,

68,729,325

318,542,006

2,311,724,892

442,077,375

105;838,332

141,927,063

39,022,340

3,427,861,533

2,998,730,520

11,934,261,787

359,082,054

98,519,340

157,888,439

397,148,687

145,526,564

23,155,646

58,445,415

16,626,879

13,190,654,811

24,411,225,345

359,082,054

103,888,757

174,912,407

381,815,222

. 128,092,746

' 29,062,550

62,839,808

23,636,701

25,674,555,590

* Refer Note 4 of Schedule N

Aricerit Technologies (Holdings) Limited Annual Report 2009-2010

Schedule E

DEFERRED TAX ASSETSAs per last Balance SheetAdd/ (Less!: Adjustment for the year

Schedule F

CURRENT ASSETS, LOANS & ADVANCES

A. CURRENT ASSETS1. Sundry Debtors (Unsecured)

Debts outstanding for a period exceeding six monthsConsidered goodConsidered Doubtful

OthersConsidered goodConsidered Doubtful

Less: Provision for Doubtful Debts2, Cash and Bank Balances'

Cash in handBalance with Scheduled Banks

In Current AccountsIn EEFC AccountsIn Unpaid Dividend AccountsIn Share Application Refund Account

Balance with Non Scheduled BanksIn Current Accounts- Citibank N.A., London, UK- Dresdner Bank AC, Darmstadt, Germany- Citi Bank, USA- Citi Bank, Korea- Citi Bank, France- Citi Bank-RMB, Beijing, China- Citi Bank - USD, Beijing, China- Citi Bank-USD, Beijing, China- Citi Bank - USD, Beijing, China- Mizuho, Japan - Saving A/c- Citi Bank, Japan - Current A/c- Silicon Valley Bank - Regular Checking Account- Silicon Valley Bank - Money Market SavingsIn Fixed Deposit Accounts- Dresdner Bank AC, Darmstadt Germany

if the Consolidated Balance Sheet I . '' . i

As at 31.03.2010Rs. , Rs.

307,768,617 ,(35,687,902) 272,080,715

,272,080,715

;

323,841,34685,638,963

409,480,309

3,858,323,739 ,3,236,913

4,271,040,96188,875,876 4,182,165,085

: 296,990 ;: "'

75,917,778 ! "92,539,632 ;

: 959,729 :14

169,714,143 i

20,933,55626,613,65p8,770,304

: :

2,S6Q,n(>7,506,1607,556,749

63,206,150 ' ;

3,103 " - . ; . ;22,820

937,266 .31,850,607 =\ 255,801

1,084,732 :

12,401,778 ':183,702,842 353,416,985

Rs.

261,596,83346,171,784

292,867,557108,385,960401,253,517

3,497,509,82967,038,213

3,965,801,559175,424,173

309,718

207,006,997297,674,544

1,263,047-14

506,254,320

12,565,61328,781,71717,152,3124,664,908

-

18,700,0932,6423,504

25,76151,367,198

376,5291,610,3512,566,374

21,729,274159,546,276

As at 31.03.2009Rs.

307,768,617307,768,617

3,790,377,386

665,800,596

Schedules forming part of the Consolidated Balance Sheet

Schedule F

CURRENT ASSETS, LOANS & ADVANCES

A. CURRENT ASSETS

2. Cash and Bank BalancesMaximum Balance held during the yearIn Current Accounts- Citibank N.A., London, UK- Dresdner Bank AC, Darmstadt Germany- Citi Bank, USA- USD- Citi Bank Korea Won- Citi Bank, France- Citi Bank - RMB, Beijing, China- Citi Bank - USD, Beijing, China- Citi Bank - USD, Beijing, China- Citi Bank-USD, Beijing, China- Citi Bank - USD, Beijing, China Mizuho, Japan - Saving A/c- Citi Bank, Japan - Current A/c- Silicon Valley Bank - Regular Checking Account- Silicon Valley Bank - Money Market SavingsIn Fixed Deposit Accounts- Dresdner Bank AC, Darmstadt Germany

3. Other.Current Assets ;Interest accrued but not due on depositsUnbilled Revenue

B. LOANS & ADVANCES (Unsecured)1. Advances recoverable in cash or in kind or for value

to be received or pending adjustments2. Security Deposits

Less: Provision for Doubtful Deposits, !

3. Minimum Alternative Tax,'Credit Entitlement4. Advance Income Tax- Including taxes deducted at

source and fringe benefit tax paid .[net of provisions aggregating to Rs. 1,059,650,241(Previous year Rs. 551,417,803)]

Schedule GCURRENT LIABILITIES AND PROVISIONSA. CURRENT LIABILITIES1. Sundry Creditors2. Other Liabilities3. Unearned Revenue ;4. Investor Education and Protection Fund

Rs.As at 31.03.20tO

Rs,"

80,908,83796,002,899

130,961,5969,735,424

26,516,92219,347,05163,219,487

3,10722,831

61,012,813138,689,409

7,176,8307,333,239

21,729,274

241,651266,896,151 267,137,802

723,303,476412,357,296

412,357,296179,468,807

273,063,830 1,588,193,409" 6,390,913,281

1,604,375,152203,919,657715,201,298

959,743 2,524,455,850

Rs.

54,178,62883,488,128

268,288,3458,570,438

35,902,9812,6883,564

7,690,6643,895,143

123,511,266376,529

84,245,86083,183,485

21,729,274

97,655449,314,416

366,686,055385,715,141

1,954,703383,760,438

51,116,504

As at 31.03.2009RT

449,412,071

295,506,612 1,097,069,609- 6,002,659,662

1,402,854,959324,165,422394,147,461

1,263,061 2,122,430,903

Note: ,Investor Education and Protection Fund includes unclaimed dividends aggregating Rs. 959,729 (Previous Year Rs.1,263,047) and shareapplication refund aggregating Rs. 14 (Previous Year Rs.14) that are not due for transfer as at March 31, 2010.

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Schedules forming part of

Schedule G

CURRENT LIABILITIES AND PROVISIONS

B. PROVISIONS1 . Warranty and Post Sales Support2. Staff Benefits

Note : Sundry Creditors include:Due to Micro and Small EnterprisesDue to Others

the Consolidated Balance Sheet I

As al 31.03.2010Rs. Rs.

40,105,095472,045,023 512,150,118

3,036,605,968

1,604,375,1521,604,375,152

As at 31.03.2009Rs. Rs.

44,403,831389,241,520 433,645,351

2,556,076,254

1,402,854,9591,402,854,959 .

The above disclosure is based on information available with the Company regarding status of the suppliers as defined under Section 2of the Micro, Small and Medium Enterprises Development Act, 2006.

Schedules forming part of the!

Schedule HSALES "Software

ProductsServices

RoyaltySoftware Related Services

Schedule IOTHER INCOMERent receivedInterest on :

- Deposits [ Tax deducted at source Rs. 47,757(Previous year Rs. 256,094)]

- OthersLiabilities written backExchange Gain (net)Miscellaneous IncomeWarranty Provision written backProfit on sale of fixed assetsSale of Intellectual Property Rights

Schedule JEMPLOYEES REMUNERATION & BENEFITSSalaries and WagesContribution to Provident Fund and Other FundsStaff Welfare Expenses

Schedule KOTHER EXPENSESRentRepair' and Maintenance

Plant and MachineryVehiclesBuildingOthers

InsuranceCommunication Expenses

Consolidated Profit

Year Ended 31.03.2010Rs. RS.

320,556,27312,528,917,848

142,336,7245,904,858

12,997,715,703

3,597,258

404,8121,999,690 2,404,502

18,322,653

6,366,4264,298,736

686,739109,602,819145,279,133

6,653,621,424276,442,481122,623,015

7,052,686,920

472,535,399

90,777,6197,544,077

64,691,65215,166,322 178,179,670

28,452,384124,065,263

& Loss Account |Year Ended 31.03.2009

Rs. Rs.

1,315,769,61911,849,240,356

30,296,40613,195,306,381

3,597,288

2,596,2921,476,417 4,072,709

12,736,363 931,471

2,355,109

23,692,940

6,379,605,175239,122,283113,888,998

6,732,616,456

456,495,935

75,471,7549,394,759

.64,776,91816,278,136 165,921,567

45,511,863125,560,584

Schedules forming part of the Consolidated Profit & Loss Account

Year Ended 31.03.20t0Schedule KOTHER EXPENSESRecruitment ExpensesAdvertisement ExpensesLegal and Professional ChargesSoftware Development ConsultancyConsumption of Stores and SparesTravelling and ConveyancePrinting and StationeryElectricity ExpensesMarketing ExpensesWarranty Expenses .5

835,94617,013,556

.

1,367,783

'42,774,257

8,112,53590,227

528,470

46,665178,277

236,619

58,213,38?

5,036,97!

2,154,000,00

20,890,947,049,30

>r

11,440,80

31.03.2009 H

6,464,400

-

-

" -

23,442,210.

. . , .4,711,926

24,362,949

366,103

-

63,770,126

5,217,227_

108,956

_

'

6,440,250

* 3,856,208

19,230,070

32,460,98333,487,437

D 1,619,830,000

! 15,310,0780 1,275,868

5 28,395,248

A R I C E N T '

Notes to the Consolidated ^ Financial Statements

TO.

11.

12.

Year ended31.03.2010

Rs.- Aricent'Technotogies US Inc . .- - Aricent'Technologies Mauritius Ltd ' ;- Dataiinx Corporation, New York -. -- Aricent Technologies UK Ltd :

' - Aricent'south Africa (Pty) Ltd- Frog Design Sri; Italy- Aricent Mexico, S de RL de CV- Aricent US Inc ' . \- Frog Design BV ,- Aricent Communications Private LimitedEnterprise haying substantial interest in the Company- Aricent Technologies Cayman IslandsBalance outstanding as at the year .endReceivables ' '" -Fellow,subsidiaries and other companies which;does not exercise control orsignificant influence over the Company- Aricent South Africa (Pty) Ltd . . . ,- .Frog Design Inc .- Aricent Technologies US Inc ' .- Aricent Technologies Mauritius Ltd- Aricent Luxembourg S.a.r.i , ' ' .- Datalinx Corporation, New York- Aricent Technologies UK Ltd- Aricent US Inc

:

- .Aricent Holdings Cyprus Limited. , ; . . "- Aricent Communications Private Limited

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Notes to the Consolidated Financial Statements

Defined Benefit ObligationThe components of the Gratuity Plan and Pension Plan benefit obligations are shown below:

Gratu tyiplan as at Gratuity [plan as at Pension Plan as^at Pension Plan as. at31.03.2010 . 31.03.2009 . 31.03.2010 31.03.2009

: ' . - . . ' . . . ' R s . ' R s . Rs. R s . ' 'Balance as at the beginning of the yearService CostInterest CostBenefits Paid

Transfer of Employee's Liability received fromAricent Communications Pvt LtdExchange (Gain) / LossActuarial (Gain)/LossBalance as at the end of the yearFair value of plan assetsBalance as at the beginning of the yearExpected return on plan assets

Contributions Benefits Paid

Actuarial (Gain)/LossBalance as at the end of the year

215,270,877

74,299,023

16,171,504

(33,324,319)3,214,539

-

2,989,712

278,621,336

322,185

21,716

33,300,000

(33,324,319)179,043

498,625

: 205,043,948

39,372,501

; 14,459,656

, . (49,549,720).. '

5;944,492

' . 215,270;877

378,000

14,721

" ;' "49,208,563

: (49,549,720)270,621

; .322,185

100,213,164

3,164,788

5,723,977

(540,457)-

(12,225,290)10,857,248

: 107,193,430

'

'-

-

- -

'

84,787,316

3,468,156

5,006,132

-

63,31,320

620,240100,213,164

_

-

-

'

-

-

The Reconciliation of the present value of obligations and the fair value of plan assets to the assets and liabilities:

^ HFair value of plan assetsyear*Present value of definedat end of the year

Gratuity 'Plan as at Gratuity Plan as at Pension Plan as at Pension Plan as at31J03.2010 31.03.2009 31.03.2010 31.03.2009

1 Rs. Rs. Rs. Rs.as at the end of the

benefit obligations as

Liability recognised in the balance sheet as atthe end of the year . , . , ' . '

498,625

278,621,336

278,122,711

322,185

' ; 215,270,877

' 214,948,692

' -'

107,193,430

107,193,430

-

100,213,164

100,213,164

*100 % of the plan assets are invested in bank balances.The net gratuity and pension cost for the below mentioned years is as follows:

Gratuity Plan as at ' Gratuity Plan as at Pension Plan as at Pension Plan as at31.0312010 31.03J2009 '31.03.2010 31.03.2009

Service CostInterest Cost'Expected return on plan assetsNet Actuarial (Gain) / LossNet Gratuity CostActuarial AssumptionsDiscounting rateFuture salary increase

Rs-: Hi. . . . Rs. Rs.74,299,02316,171,504

(21,716)2,810,668

93,259,479

8.00 %5.00 %

: 39,372,501;" 14,459,656

'-. (14,721): 5,673,87159,491,307

: ' 8.00 %.

; 5.00 %

3,164,7885,723,977

-

10;857,24819,746,013

4.80%2.50%

. 3,468,1565,006,132

_

620,2409,094,528

5.75 %2.50 %

fJotes to the Consolidated Financial Statements

Detail of present value of I he defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experienceadjustments of pension plan:-

Year ended Year ended Year ended31.03.10 31.03.09 31.03.08

'

Present vafue of defined benefit obligation , . Fair value of the plan assets . : : Deficit - ,''Experience adjustments on plan -liabilitiesExperience adjustments' on plan assets

Rs. . , Rs.. 278,621)336

498,625278,122,711

2,989,712179,043

215,270,877; - 322,185.

214,948,6925,944,492; 270,621

Rs.205,043,948

- 378,000204,665,948

7,336,365296,991

Detail of present value of the defined benefit obligation, the fair value of the plan assets, the surplus or deficit in the plan and experienceadjustments of pension plan:-

L Year ended3T.03.10 Year ended Year ended31.03.09 , 3T.03.08 1Rs. , Rs. . Rs. 1Present value of defined benefit obligationFair value of the plan assetsDeficit ; ' ' - -Experience adjustments on plan liabilitiesExperience adjustments on plan assets , -

107,193,430

107,193,43010,857,248

: -

100,213,164-

100,213,164620,240

84,787,316-

84,787,316(16,754,470)

' ' .

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and otherrelevant factors such as supply and demand factors in the employment market.

13. Income Taxes ;

In accordance with Accounting Standard 22 on Accounting for Taxes on -Income the deferred tax charge of Rs. 35,687,902 (Previous yeardeferred tax credit of Rs. 46,171,784) has been recognised in the profit and loss account. The tax effect of significant timing differencesas of March 31, 2010 that reverses after the tax holiday gave rise to the following net deferred tax assets as at March 31, 2010.

As at 31. 03.2010', Rs.

Deferred tax Assets ;

Depreciation . :

Leave Encashment : .- , -

Provision for Bad DebtsSoftware Development Costs :

Gratuity 'U nabsorbed - DepreciationUnrealised Loss / (Gain) on OptionsCarry Forward losses ' " ' - . :" ' - "Other accruals ~; - -.Net Deferred Tax Assets . '.

98,437,81128,964,05327,708,204

-

92,401,988-

7,863,428: ' ' ' -

16,705,231272,080,715

As at 31.03.2009

^^ ^^ l^ ^^ n^H

72,616,77627,534,82057,770,34821,674,22174,294,779

j 14,736,377-

19,337,35619,803,940

307,768,617'

The deferred tax asset is recognized on the basis of the future taxable profits, against which it will be realized.14. Reclassification

Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to the current year's groupings andclassifications.

New DelhiJuly 21, 2010



Sdl-A. Shankar

Company Secretary

Sdl-Amal Ganguli

Director

Aricent Technologies (Holdings) Limited Annual Report 2009-2010Consolidated Statement of Cash Ffiows for the Year ended March 31, 2010

Schedule

A. CASH FLOW FROM OPERATING ACTIVITIESNet Income before taxAdjusted for:

DepreciationImpairment(Profit)/Loss on sale of fixed assetsInterest Income .Interest ExpenseUnrealised Exchange Loss/(Gain)Foreign Exchange Translation Reserve arising on consolidationProvision for Doubtful DebtsProvision for Doubtful Deposits

Operating profit before working capital changesAdjusted for:

Accounts ReceivableLoans and AdvancesOther Current AssetsCurrent Liabilities and Provisions

Cash generated from OperationsIncome Taxes paidIncome Tax Refund

NET CASH FROM OPERATING ACTIVITIESB. CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed AssetsProceeds from sale of Fixed AssetsInterest Received

NET CASH (USED IN) INVESTING ACTIVITIESC. CASH FLOWS FROM FINANCING ACTIVITIES

Movement in short term borrowingsInterest PaidRedemption of Preference Shares

NET CASH (USED IN) FINANCING ACTIVITIESEffect of Exchange Differences on translation of foreign currency depositsNet (Decrease)/ Increase in Cash & Cash Equivalents (A+ B + C)Cash and Cash Equivalents at the beginning of the yearCash and Cash Equivalents at the end of the yearNotes on Accounts

Year ended Year ended31.03.2010 ' 31.03.2009

Rs^ ' Rs".2,760,527,617 320,981,440

456,510,007-

(686,739)(2,404,502)8,317,853

21,092,566. (10,963,539)

60,282,708-

3,292,675,971

(452,070,407)(385,214,279)

182,418,265474,743,595

3,112,553,145(504,767,910)

5,741,7742,613,527,009

401,927,0102,344,485,225

2,784,521(4,072,709)24,695,113

(70,570,550)11,220,150

132,716,4141,954,703

3,166,121,317

(904,439,865)14,662,864

230,249,327224,197,398

2,730,791,041(371,159,328)

3,312,6462,362,944,359

(441,941,272) (426,141,017)3,060,565 4,255,2092,260,506 4,282,960

(436,620,201) (417,602,848)

(305,880,000)(8,317,853)

(2,154,000,000)

(253,630,000)(24,695,113)

(1,619,830,000)(2,468,197,853), (1,898,155,113)

(21,092,566)(291,291,045)665,800,596

70,570,55047,186,398

548,043,648F

N353,416,985 665,800,596


For DELOITTE HASKINS & SELLSChartered Accountants

Sdl-(Vijay Agarwal)

Partner



Sdf- ' 'Sanjeev Kumar HandaWhole Time Director

Sdl-A. Shankar

Company Secretary

Sdl-Amal Ganguli

Director

A R I C E N T

information pertaining to Subsidiaries

DETAILS OF SUBSIDIARIES PURSUANT TO THE APPROVAL GRANTED BY CENTRALGOVERNMENT UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956, FOR THE YEAR ENDEDMARCH 31, 2010Your Company has four subsidiaries viz. (i) Aricent Japan Limited, Japan (ii) Aricent UK Limited, UK (iii) Aricent Communications US Inc.,USA and (iv) Aricent Technologies (Beijing) Limited, China. As per Section 212 of the Companies Act, 1956, your Company is required toattach to its annual accounts, the balance sheet, profit and loss account, directors' report, auditors' report etc. of its subsidiaries. Accordingly,your Companyapplied to the Central Government for an exemption from such attachments as it presents the audited consolidated financialaccounts of the Company and its subsidiaries in the Annual Report. Your Company believes that the consolidated accounts present a complete,true and fair view of the state of affairs of the Company and its subsidiaries.The Central Government vide its letter no. 47/524/2010-CL-II! dated June 10, 2010, has granted exemption to the Company from complyingwith the requirements of Section 212 (1) with respect to the above mentioned four subsidiaries. Accordingly, the annual report of yourCompany contains the audited consolidated financial statements of the Company and its subsidiaries but does not contain the financialstatements of these subsidiaries..1. Pursuant to the terms_of the above mentioned approval, a statement containing the information in aggregate for each subsidiary of the

Company is provided as under:Particulars i Details of Subsidiary Companies

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

Name of the Subsidiary

Share Capital

Reserves / P & L Account + /{-}

Total Assets

Total, Liabilities

Details of Investment(s)

Turnover

Profit / (Loss). before taxation

Provision for taxation

Profit / (Loss) after-taxation

Proposed Dividend

Aricent japanLimited, Japan

800 shaiesamounting toRs. 19,200,000

Rs. (24,441,528)

Rs.47,382,322

Rs.47,382,322

Nil

Rs. 284,426,976

Rs. (946,610)

Rs. 9,073,536

Rs. (10,020,146)

Nil

Aricent UK Limited,UK

150,000 ordinaryshares amountingtoRs. 10,210,500

Rs. 35,578,079

Rs. 45,788,579

Rs. 45,788,579

Nil

Rs. 7,967,253

Rs. 1,275,632

Nil .

Rs. 1,275,632

Nil

AricentCommunicationsUS Inc., USA

5,000,000 commonstock amounting toRs. 90,280,000

Rs. (9,651,113)

Rs. 88,491,328

Rs. 88,491,328

Nil

Rs. 25,639,385

Rs. (199,519)

Rs. 10,314,039

Rs. (10,513,558)

Nil

Aricent Technologies(Beijing) Limited,China

Contribution toregistered capitalamounting toRs.98,943,933

Rs. (62,843,207)

Rs. 109,829,507

Rs. 109,829,507

Nil

Rs. 106,353,685

Rs. (10,479,823)

Nil

Rs. (10,479,823)

Nil

2. Consolidated accounts'of the Company for the year ended March 31, 2010, include the accounts of the above mentioned subsidiariesand the exchange rate taken for converting the foreign currency into Indian rupee equivalent is as follows:

1 Japanese Yen1 GB Pound1 US Dollar1 RMB

Re. 0.48Rs. 68.07 'Rs. 45.14Rs. 6.61

3. The annual accounts and other related information of these subsidiary companies are available to company's investors seeking suchinformation during the business hours at the Company's registered office. Further, the annual accounts of these subsidiary companiesare also kept for inspection by any investor of the Company during the business hours at the Company's registered office.

4. Tenet Software Limited, UK a subsidiary of the Company was dissolved on June 16,2009 and approval under Sec 212(8) of the CompaniesAct, 1956 granting exemption to the Company from complying with the requirements of Sec 212(1) with respect to the same was notsought. :

Aricent Technologies (Holdings) Limited Annual Report 2009-2010

NOTICE is hereby given tha,t the fourth Annual General Meeting of theMembers of Aricent Technologies (Holdings) Limited will be held onFriday, September 10, 2010, at 11.00 a.m., at Sri Sathya Sai InternationalCentre, Lodhi Road, Institutional Area, Pragati Vihar, New Delhi - 110003, to transact the following business:Ordinary Business1. To receive, consider and adopt the audited Balance Sheet as at

March 31, 2010 and the Profit & Loss Account for the year endedon that date together with Reports of Directors and Auditorsthereon.To consider and if thought

Aricent Annual Report.pdf

Documents

Transcript of Aricent Annual Report.pdf