UNITED STATES SECURITIES AND EXCHANGE COMMISSION
| | ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | | |
| | | |
| | | |
| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| | | For the fiscal year ended March 31, 2022. |
| | |
|
| | ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| | | For the transition period from ___________ to |
| | | |
| ¨ | SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| | | Date of event requiring this shell Company report_________ |
Commission file number 000-27663
Sify Technologies Limited
(Exact name of Registrant as specified in its charter)
(Translation at Registrant’s name into English)
Chennai, Tamil Nadu, India
(Jurisdiction of incorporation or organization)
Taramani, Chennai 600 113 India
(91) 44-2254-0770, Fax (91) 44 -2254 0771
(Address of principal executive office)
M.P.Vijay Kumar, Chief Financial Officer, (91) 44-2254-0770; vijaykumar.mp@sifycorp.com
TIDEL Park, 2nd Floor, 4, Rajiv Gandhi Salai, Taramani, Chennai 600113 India
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
| Title of each class | | Trading Symbol | | Name of each Exchange on which registered |
| | | | | |
| American Depository Shares, each represented by One Equity Share, par value ₹ 10 per share | | SIFY | | NASDAQ Capital Market (NASDAQ-CM) |
Securities registered or to be registered pursuant to Section 12(g) of the Act
| Title of each class | Name of each Exchange on which registered |
| | |
| None | Not Applicable |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
182,742,369 Equity Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or an emerging growth
c
ompany. See definition of “large accelerated filer,” and “accelerated filer,” and “emerging growth
c
ompany” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | | Non-accelerated filer ¨ |
| Emerging growth c ompany ¨ | | |
If an emerging growth
c
ompany that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP ¨
|
| International Financial Reporting Standards as
issued by the International Accounting Standards Board þ |
|
Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
¨
Item 17
¨
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
This Amendment No. 1 on Form 20-F/A speaks as of the filing date of the Annual Report on Form 20-F of Sify Technologies Limited (the “Company”) for the fiscal year ended March 31, 2022, filed on June 10, 2022 (the “2022 Form 20-F”) with the Securities and Exchange Commission, except for the certifications, which speak as of the filing date of the Form 20-F/A. This Form 20-F/A is being filed solely to (i) include the audit report of our predecessor auditor, ASA & Associates LLP, for the consolidated statements of financial position of the Company and its subsidiaries as of March 31, 2021 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended March 31, 2021 and the related notes; (ii) correct a typographical error, while including the consent letter of our current auditor, Manohar Chowdhry & Associates on the Form 20-F, The Company had inadvertently mentioned that the auditor consent related to the three years ended March 31, 2022 instead of the year ended March 31, 2022 for which our current auditor had actually given consent; (iii) make minor corrections to the exhibit index.
The audit report has been added below the current auditor’s report for the year ended March 31, 2022 originally appearing on page 104 of the 2022 Form 20-F. A
n
auditor consent with the relevant correction is filed hereto. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits hereto pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). In addition to the foregoing, this Amendment consists of a cover page, this explanatory note, the exhibit index, and the signature page.
This Amendment is not intended to revise other information presented in the 2022 Form 20-F as originally filed, which remains unchanged. This Amendment does not reflect events occurring after filing of the 2022 Form 20-F and does not modify or update the disclosure there in any way other than as required to reflect the amendment discussed above.
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17. Financial Statements
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18. Financial Statements
Consolidated Statements and other Financial Information
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Sify Technologies Limited
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Sify Technologies Limited (the “Company”) and its subsidiaries (the Company and its subsidiaries together referred to as “Group”) as of March 31, 2022, the related consolidated statement of comprehensive income, changes in equity, and cash flows, for the year ended March 31, 2022, 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 Group as of March 31, 2022, and the results of its operations and its cash flows for the year ended March 31, 2022, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Group's internal control over financial reporting as of March 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 10, 2022, expressed an unqualified opinion on the Group's internal control over financial reporting.
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Group's consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group 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 audit 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Trade receivables
Critical Audit Matter Description
The collectability of the Group’s aged Trade Receivables and the valuation of allowance for impairment of Trade Receivables is a Critical Audit Matter due to the judgement involved in assessing the recoverability. The Trade Receivable as at March 31, 2022 is Rs. 10,784,668 thousands and Allowance for doubtful receivable charged in the Statement of Income for the year ended March 31, 2022 is Rs 433,723 thousands (including bad debts written off Rs 379,668 thousands).
How the Critical Audit Matter Was Addressed in the Audit
In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
| | We evaluated and tested the Group’s processes for trade receivables, including the credit control, collection and provisioning processes. |
| | We evaluated the management view point and estimates used to determine the allowance for bad and doubtful debts. |
| | We have reviewed the ageing, tested the validity of the receivables, the subsequent collections of trade receivables, the past payment and credit history of the customer, disputes (if any) with customers and based on discussion with the Company’s management (information and explanation provided by them) and evidences collected, we understood and evaluated the reason for delay in realisation of the receivables and possibility of realisation of the aged receivables. |
| | Where there were indicators that trade receivables were unlikely to be collected, we assessed the adequacy of allowance for impairment of trade receivables. |
| | We tested the sufficiency of the allowance for bad and doubtful debts charged in the Statement of Income for the year ended March 31, 2022. |
Manohar Chowdhry & Associates
(5341)
Chartered Accountants
We are serving as the Company's auditor for the first year.
Chennai, India
June 10, 2022
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Sify Technologies Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Sify Technologies Limited and its subsidiaries (‘the Company’) as of March 31, 2021 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two year period ended March 31, 2021 and the related notes (collectively referred to as the ‘financial statements’).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sify Technologies Limited and its subsidiaries as of March 31, 2021 and the results of their operations and their cash flows for each of the years in the two year period ended March 31, 2021, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements, based on our audits. We are a public accounting firm registered with the 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 Public Company Accounting Oversight Board (United States). 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Trade Receivables:
Critical Audit Matter Description
The collectability of the Company’s aged Trade Receivables and the valuation of allowance for impairment of Trade Receivables is a Critical Audit Matter due to the judgement involved in assessing the recoverability. The Trade Receivable as at March 31, 2021 is Rs 8,547,254 thousands and Allowance for doubtful receivable charged in the Statement of Income for the year ended March 31, 2021 is Rs 755,495 thousands (including bad debts written off Rs 599,629 thousands ).
How the Critical Audit Matter Was Addressed in the Audit
| | We evaluated and tested the Company’s processes for trade receivables, including the credit control, collection and provisioning processes. |
| | We evaluated the management view point and estimates used to determine the Allowance for bad and doubtful debts. |
| | We have reviewed the ageing, tested the validity of the receivables, tested that aged trade receivables were subsequently collected, the past payment and credit history of the customer, disputes (if any) with customers and based on discussion with the Company management (information and explanation provided by them) and evidences collected, we understood and evaluated the reason for delay in realisation of the receivable and possibility of realisation of the aged receivable. |
| | Where there were indicators that trade receivables were unlikely to be collected, we assessed the adequacy of allowance for impairment of trade receivables. |
| | We tested the sufficiency of the Allowance for bad and doubtful debts charged in the Statement of Income for the year ended March 31, 2021. |
Independent Registered Public Accounting Firm
We have served as the Company’s auditor since year ended March 31, 2011.
Chennai, India
July 28, 2021
Sify Technologies Limited
Consolidated Statement of Financial Position
(In thousands of Rupees, except share data and as otherwise stated)
| | | | | | As of March 31, | | | As of
March 31, | |
| | | Note | | | | | | | | | 2022
Convenience
translation
into US$
thousands | |
| | | | | | | | | | | | Note 2(c) | |
| Assets | | | | | | | | | | | | | | | | |
| Property, plant and equipment | | | 5 | | | | 16,694,877 | | | | 12,496,784 | | | | 220,228 | |
| Right of Use Assets | | | 7 | | | | 4,412,714 | | | | 4,539,602 | | | | 58,210 | |
| Intangible assets | | | 6 | | | | 634,730 | | | | 694,586 | | | | 8,373 | |
| Other assets | | | 10 | | | | 2,136,850 | | | | 846,508 | | | | 28,188 | |
| Deferred contract costs | | | | | | | 20,625 | | | | 29,887 | | | | 272 | |
| Other investments | | | 15 | | | | 476,050 | | | | 212,238 | | | | 6,280 | |
| Deferred tax assets | | | 11 | | | | 686,193 | | | | 636,472 | | | | 9,052 | |
| Total non-current assets | | | | | | | 25,062,039 | | | | 19,456,077 | | | | 330,603 | |
| | | | | | | | | | | | | | | | | |
| Inventories | | | 12 | | | | 2,407,203 | | | | 1,414,738 | | | | 31,754 | |
| Trade and other receivables, net | | | 13 | | | | 14,061,653 | | | | 9,722,230 | | | | 185,493 | |
| Contract assets | | | 9 | | | | 51,283 | | | | 7,516 | | | | 676 | |
| Deferred contract costs | | | | | | | 304,225 | | | | 46,087 | | | | 4,013 | |
| Prepayments for current assets | | | 14 | | | | 607,961 | | | | 515,890 | | | | 8,020 | |
| Restricted cash | | | 8 | | | | 792,035 | | | | 400,971 | | | | 10,448 | |
| Cash and cash equivalents | | | 8 | | | | 3,781,978 | | | | 5,101,083 | | | | 49,889 | |
| | | | | | | | | | | |
| | | |
| |
| Total current assets | | | | | | | 22,006,338 | | | | 17,208,515 | | | | 290,293 | |
| Total assets | | | | | | | 47,068,377 | | | | 36,664,592 | | | | 620,896 | |
| | | | | | | | | | | | | | | | | |
| Equity | | | 16 | | | | | | | | | | | | | |
| Share capital | | | | | | | 1,840,238 | | | | 1,835,195 | | | | 24,275 | |
| Share premium | | | | | | | 19,676,167 | | | | 19,628,129 | | | | 259,556 | |
| Share based payment reserve | | | | | | | 349,123 | | | | 336,340 | | | | 4,605 | |
| Other components of equity | | | | | | | 77,299 | | | | 90,381 | | | | 1,020 | |
| Accumulated deficit | | | | | | | (7,466,624 | ) | | | (8,724,570 | ) | | | (98,495 | ) |
| Total equity attributable to equity holders of the Company | | | | | | | 14,476,203 | | | | 13,165,475 | | | | 190,961 | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| Borrowings | | | 19 | | | | 7,769,122 | | | | 3,642,588 | | | | 102,485 | |
| Lease liabilities | | | 7 | | | | 1,715,361 | | | | 1,772,623 | | | | 22,628 | |
Sify Technologies Limited
Consolidated Statement of Financial Position
(In thousands of Rupees, except share data and as otherwise stated)
| | | | | | As of March 31, | | | As of March 31, | |
| | | | | | | | | | | | 2022 | |
| | | | | | | | | | | | Convenience | |
| | | | | | | | | | | | translation | |
| | | | | | | | | | | | into US$ | |
| | | | | | | | | | | | thousands | |
| | | Note | | | | | | | | | Note 2(c) | |
| Employee benefits | | | 17 | | | | 145,004 | | | | 192,404 | | | | 1,913 | |
| Contract liabilities | | | 9 | | | | 1,797,611 | | | | 929,590 | | | | 23,713 | |
| Other liabilities | | | 18 | | | | 60,742 | | | | 40,002 | | | | 801 | |
| Total non-current liabilities | | | | | | | 11,487,840 | | | | 6,577,207 | | | | 151,540 | |
| | | | | | | | | | | | | | | | | |
| Borrowings | | | 19 | | | | 7,111,069 | | | | 5,766,641 | | | | 93,805 | |
| Lease Liabilities | | | 7 | | | | 492,042 | | | | 430,026 | | | | 6,491 | |
| Bank overdraft | | | 8 | | | | 371,995 | | | | 123,666 | | | | 4,907 | |
| Trade and other payable | | | 20 | | | | 11,336,886 | | | | 9,223,953 | | | | 149,549 | |
| | | | | | | | | | | | | | | | | |
| Contract liabilities | | | 9 | | | | 1,792,342 | | | | 1,377,624 | | | | 23,643 | |
| Total current liabilities | | | | | | | 21,104,334 | | | | 16,921,910 | | | | 278,395 | |
| | | | | | | | | | | | | | | | | |
| Total liabilities | | | | | | | 32,592,174 | | | | 23,499,117 | | | | 429,935 | |
| Total equity and liabilities | | | | | | | 47,068,377 | | | | 36,664,592 | | | | 620,896 | |
The accompanying notes form an integral part of these consolidated financial statements
Sify Technologies Limited
Consolidated Statement of Income
(In thousands of Rupees, except share data and as otherwise stated)
| | | | | | Year ended March 31, | | | Year ended | |
| | | | | | | | | March 31, | |
| | | | | | | | | | | | | | | 2022 | |
| | | | | | | | | | | | | | | Convenience | |
| | | | | | | | | | | | | | | translation into | |
| | | Note | | | 2022 | | | 2021 | | | 2020 | | | US$ thousands | |
| | | | | | ₹ | | | ₹ | | | ₹ | | | Note2(c) | |
| Revenue | | | | | | | | | | | | | | | | | | | | |
| - Rendering of services | | | | | | | 25,659,626 | | | | 22,035,746 | | | | 21,125,781 | | | | 338,486 | |
| - Sale of products | | | | | | | 1,366,049 | | | | 2,283,796 | | | | 1,826,286 | | | | 18,020 | |
| Total | | | 22 | | | | 27,025,675 | | | | 24,319,542 | | | | 22,952,067 | | | | 356,506 | |
| Cost of goods sold and services rendered | | | | | | | | | | | | | | | | | | | | |
| - Rendering of services | | | | | | | (14,208,357 | ) | | | (12,269,997 | ) | | | (12,488,814 | ) | | | (187,428 | ) |
| - Sale of products | | | | | | | (1,833,699 | ) | | | (2,432,537 | ) | | | (1,876,013 | ) | | | (24,189 | ) |
| Total | | | | | | | (16,042,056 | ) | | | (14,702,534 | ) | | | (14,364,827 | ) | | | (211,617 | ) |
| Other income | | | | | | | | | | | | | | | | | | | | |
| - Profit on sale of property, plant and equipment (Net) | | | | | | | | | | | | | | | | | | | | |
| - Other income | | | | | | | 4,825 | | | | 1,352 | | | | - | | | | 64 | |
| | | | | | | | 125,903 | | | | 154,641 | | | | 97,155 | | | | 1,660 | |
| | | | | | | | 130,728 | | | | 155,993 | | | | 97,155 | | | | 1,724 | |
| | | | | | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | | 25 | | | | (4,943,575 | ) | | | (4,546,756 | ) | | | (4,513,646 | ) | | | (65,213 | ) |
| Depreciation and amortization | | | 5,6 & 7 | | | | (3,283,452 | ) | | | (2,835,632 | ) | | | (2,290,777 | ) | | | (43,313 | ) |
| Impairment Loss on goodwill | | | | | | | (14,595 | ) | | | - | | | | - | | | | (193 | ) |
| Profit from operating activities | | | | | | | 2,872,725 | | | | 2,390,613 | | | | 1,879,972 | | | | 37,894 | |
| | | | | | | | | | | | | | | | | | | | | |
| Finance income | | | 28 | | | | 73,577 | | | | 172,319 | | | | 193,877 | | | | 971 | |
| Finance expenses | | | 28 | | | | (1,098,096 | ) | | | (962,656 | ) | | | (1,054,133 | ) | | | (14,485 | ) |
| Net finance income / (expense) | | | | | | | (1,024,519 | ) | | | (790,337 | ) | | | (860,256 | ) | | | (13,514 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Profit before tax | | | | | | | 1,848,206 | | | | 1,600,276 | | | | 1,019,716 | | | | 24,380 | |
| Income tax (expense) / benefit | | | 11 | | | | (590,261 | ) | | | (68,414 | ) | | | (314,339 | ) | | | (7,786 | ) |
| Profit for the year | | | | | | | 1,257,945 | | | | 1,531,862 | | | | 705,377 | | | | 16,594 | |
| Attributable to: | | | | | | | | | | | | | | | | | | | | |
| Equity holders of the Company | | | | | | | 1,257,945 | | | | 1,531,862 | | | | 705,377 | | | | 16,594 | |
| Non-controlling interest | | | | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | 1,257,945 | | | | 1,531,862 | | | | 705,377 | | | | 16,594 | |
| Earnings per share | | | 29 | | | | | | | | | | | | | | | | | |
| Basic earnings per share | | | | | | | 6.89 | | | | 8.53 | | | | 3.94 | | | | 0.10 | |
| Diluted earnings per share | | | | | | | 6.73 | | | | 8.45 | | | | 3.90 | | | | 0.09 | |
The accompanying notes form an integral part of these consolidated financial statements
Sify Technologies Limited
Consolidated Statement of Comprehensive Income
(In thousands of Rupees, except share data and as otherwise stated)
| | | Year ended March 31, | | | | |
| | | | | | | | | | | | 2022 | |
| | | | | | | | | | | | Convenience | |
| | | | | | | | | | | | translation | |
| | | | | | | | | | | | into US$ | |
| | | 2022 | | | 2021 | | | 2020 | | | thousands | |
| | | ₹ | | | ₹ | | | ₹ | | | Note 2(c) | |
| Profit for the year | | | 1,257,945 | | | | 1,531,862 | | | | 705,377 | | | | 16,594 | |
| Other comprehensive income | | | | | | | | | | | | | | | | |
| Items that will not be reclassified to profit or loss | | | | | | | | | | | | | | | | |
| Remeasurements of the net defined benefit liability/asset | | | (21,985 | ) | | | 5,179 | | | | 10,816 | | | | (290 | ) |
| Items that may be reclassified to profit or loss | | | | | | | | | | | | | | | | |
| Exchange differences on translation of foreign operations | | | 8,900 | | | | (8,415 | ) | | | 28,188 | | | | 117 | |
| Total other comprehensive income, net of taxes | | | (13,085 | ) | | | (3,236 | ) | | | 39,004 | | | | (173 | ) |
| Total comprehensive income | | | 1,244,860 | | | | 1,528,626 | | | | 744,381 | | | | 16,421 | |
| Total comprehensive income attributable to: | | | | | | | | | | | | | | | | |
| Equity holders of the Company | | | 1,244,860 | | | | 1,528,626 | | | | 744,381 | | | | 16,421 | |
| Non-controlling interest | | | | | | | | | | | | | | | | |
| | | | 1,244,860 | | | | 1,528,626 | | | | 744,381 | | | | 16,421 | |
Sify Technologies Limited
Consolidated Statement of Changes in Equity
(In thousands of Rupees, except share data and as otherwise stated)
For year ended March 31, 2022
| Particulars | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Share | | | | | | Retained | | | | | | | | | | |
| | | | | | | | | based | | | Other | | | earnings / | | | | | | Non- | | | | |
| | | Share | | | Share | | | | | | components | | | (accumulated | | | | | | controlling | | | | |
| | | capital | | | premium | | | reserve | | | of equity | | | deficit) | | | Total | | | interest | | | Total equity | |
| Balance on April 1, 2021 | | | 1,835,195 | | | | 19,628,129 | | | | 336,340 | | | | 90,381 | | | | (8,724,570 | ) | | | 13,165,475 | | | | - | | | | 13,165,475 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive income for the year | | | - | | | | - | | | | - | | | | (13,082 | ) | | | 1,257,946 | | | | 1,244,864 | | | | - | | | | 1,244,864 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transactions with owners, recorded directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares issued on exercise of ESOP | | | 5,043 | | | | 37,949 | | | | | | | | | | | | | | | | 42,992 | | | | | | | | 42,992 | |
| Call money received | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Transaction costs related to equity | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Transferred from share based payment reserve on exercise of ESOP | | | | | | | 10,089 | | | | (10,089 | ) | | | | | | | | | | | - | | | | | | | | - | |
| ESOP Expenses | | | | | | | | | | | 22,872 | | | | | | | | | | | | 22,872 | | | | | | | | 22,872 | |
| Balance on March 31, 2022 | | | 1,840,238 | | | | 19,676,167 | | | | 349,123 | | | | 77,299 | | | | (7,466,624 | ) | | | 14,476,203 | | | | - | | | | 14,476,203 | |
Sify Technologies Limited
Consolidated Statement of Changes in Equity
(In thousands of Rupees, except share data and as otherwise stated)
For year ended March 31, 2021
| Particulars | | Share
capital | | | Share
premium | | | Share
based
payment
reserve | | | Other
components
of equity | | | Retained
earnings /
(accumulated
deficit) | | | Total | | | Non-
controlling
interest | | | Total equity | |
| Balance on April 1, 2020 | | | 1,805,047 | | | | 19,358,022 | | | | 351,054 | | | | 93,617 | | | | (10,256,432 | ) | | | 11,351,308 | | | | - | | | | 11,351,308 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive income for the year | | | - | | | | - | | | | - | | | | (3,236 | ) | | | 1,531,862 | | | | 1,528,626 | | | | - | | | | 1,528,626 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transactions with owners, recorded directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares issued on exercise of ESOP | | | 30,148 | | | | 215,342 | | | | | | | | | | | | | | | | 245,490 | | | | | | | | 245,490 | |
| Call money received | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Transaction costs related to equity | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Transferred from share based payment reserve on exercise of ESOP | | | | | | | 54,765 | | | | (54,765 | ) | | | | | | | | | | | - | | | | | | | | - | |
| ESOP Expenses | | | | | | | | | | | 40,051 | | | | | | | | | | | | 40,051 | | | | | | | | 40,051 | |
| Balance on March 31, 2021 | | | 1,835,195 | | | | 19,628,129 | | | | 336,340 | | | | 90,381 | | | | (8,724,570 | ) | | | 13,165,475 | | | | - | | | | 13,165,475 | |
For year ended March 31, 2020
| Particulars | | | | | Share
premium | | | Share
based
payment
reserve | | | | | | | | | Total | | | Non-
controlling
interest | | | Total equity | |
| Balance on April 1, 2019 | | | 1,804,258 | | | | 19,352,084 | | | | 306,080 | | | | 54,613 | | | | (10,738,207 | ) | | | 10,778,828 | | | | - | | | | 10,778,828 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total comprehensive income for the year | | | - | | | | - | | | | - | | | | 39,004 | | | | 705,377 | | | | 744,381 | | | | - | | | | 744,381 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transactions with owners, recorded directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares issued on exercise of ESOP | | | 789 | | | | 4,540 | | | | | | | | | | | | | | | | 5,329 | | | | | | | | 5,329 | |
| Call money received | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Dividends paid (incl dividend distribution tax) | | | | | | | | | | | | | | | | | | | (223,602 | ) | | | (223,602 | ) | | | | | | | (223,602 | ) |
| Transaction costs related to equity | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | - | |
| Transferred from share based payment reserve on exercise of ESOP | | | | | | | 1,398 | | | | (1,398 | ) | | | | | | | | | | | - | | | | | | | | - | |
| ESOP Expenses | | | | | | | | | | | 46,372 | | | | | | | | | | | | 46,372 | | | | | | | | 46,372 | |
| Balance on March 31, 2020 | | | 1,805,047 | | | | 19,358,022 | | | | 351,054 | | | | 93,617 | | | | (10,256,432 | ) | | | 11,351,308 | | | | - | | | | 11,351,308 | |
Sify Technologies Limited
Consolidated Statements of Cash Flows
For the fiscal years ended March 31
(In thousands of Rupees, except share data and as otherwise stated)
| | | | | | |
| | | | | | | | | | | 202 2
Convenience
translation
into US$
thousands | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization & Impairment of goodwill | | | | | | | | | | | | | | | | |
(Gain) / loss on sale of property, plant and equipment | | | | | | | | | | | | | | | | |
Deposits/Advances no longer payable written back | | | | | | | | | | | | | | | | |
Provision for doubtful receivables/ advances | | | | | | | | | | | | | | | | |
Stock compensation expense | | | | | | | | | | | | | | | | |
Net finance (income) / expense | | | | | | | | | | | | | | | | |
Unrealized (gain)/ loss on account of exchange differences | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flow from operating activities before working capital changes | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Change in trade and other receivables | | | | ) | | | | | | | | | | | | ) |
| | | | | | | | | | | | | | | | |
Change in Contract Assets | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Change in Contract Liabilities | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Change in trade and other payables | | | | | | | | | | | | | | | | |
Change in employee benefits | | | | | | | | | | | | | | | | |
Cash generated from operations | | | | | | | | | | | | | | | | |
Income taxes (paid)/ refund received | | | | | | | | | | | | | | | | |
Net cash from / (used in) operating activities | | | | | | | | | | | | | | | | |
Sify Technologies Limited
Consolidated Statements of Cash Flows
For the fiscal years ended March 31,
(In thousands of Rupees, except share and per share data and as otherwise stated)
| | | |
| | | | | | | | | | | translation into
US$ thousands | |
| | | | | | | | | | | | |
Cash flows from / (used in) investing activities | | | | | | | | | | | | | | | | |
Acquisition of property, plant and equipment | | | | | | | | | | | | | | | | |
Expenditure on intangible assets | | | | | | | | | | | | | | | | |
Proceeds from sale of property, plant and equipment | | | | | | | | | | | | | | | | |
Investments in corporate debt securities & Equity | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Amount paid for acquisition of right of use assets | | | | | | | | | | | | | | | | |
Net cash from / (used in) investing activities | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from / (used in) financing activities | | | | | | | | | | | | | | | | |
Proceeds from issue of shares on exercise of options (including share premium) | | | | | | | | | | | | | | | | |
Proceeds from / (repayment) of borrowings (net) | | | | | | | | | | | | | | | | |
Repayment of lease liabilities | | | | | | | | | | | | ) | | | | |
| | | | | | | | | | | | | | | | |
Payment of dividend and dividend distribution tax | | | | | | | | | | | | | | | | |
Net cash from / (used in) financing activities | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase / (decrease) in cash and cash equivalents | | | | | | | | | | | | | | | | |
Cash and cash equivalents on April 1 | | | | | | | | | | | | | | | | |
Effect of exchange fluctuations on cash held | | | | | | | | | | | | | | | | |
Cash and cash equivalents on March 31 | | | | | | | | | | | | | | | | |
Refer note 3 (c) and note 8 for the composition of cash and cash equivalents.
Disclosure relating to changes in liabilities arising from financing activities – Refer note below
The accompanying notes form an integral part of these consolidated financial statements
Note: Reconciliation of liabilities from financing activities
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Movement
in Short
term
Borrowings | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Movement
in Short
term
Borrowings | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SIFY TECHNOLOGIES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of Rupees, except share data and as stated otherwise)
Sify Technologies Limited (‘Sify’ or ‘the Company’) is a Company domiciled in India. The address of the Company’s registered office is 2nd Floor, Tidel Park, 4, Rajiv Gandhi Salai, Taramani, Chennai – 600113, India. The Company and its subsidiaries Sify Technologies (Singapore) Pte. Limited, Sify Technologies North America Corporation, Sify Data and Managed Services Limited, Sify Infinit Spaces Limited, Sify Digital Services Limited and Print House (India) Private Limited (are together referred to as the ‘Group’ and individually as ‘Group entities’). The Group offers converged Information and Communication Technology (ICT) solutions comprising Network-centric services, Data Center services and Digital Services which include Cloud and Managed services, Applications Integration services and Technology Integration services. The Company was incorporated on December 12, 1995 and its ADRs are listed on the NASDAQ Capital Market. The financial statements are for the Group consisting of Sify Technologies Limited (the 'Company') and its subsidiaries.
a. Statement of compliance
The accompanying Consolidated Financial Statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) and its interpretations as issued by the International Accounting Standards Board (IASB).
These Consolidated Financial Statements have been approved for issue by the Board of Directors on June
10
,
2022
These Consolidated Financial Statements have been prepared on the historical cost basis except for the following:
| | Derivative financial instruments are measured at fair value |
| | Financial instruments at fair value through profit or loss are measured at fair value. |
| | Financial assets at fair value through other comprehensive income are measured at fair value |
| | The defined benefit asset is recognized as the net total of the plan assets, plus unrecognized past service cost and unrecognized actuarial losses, less unrecognized actuarial gains and the present value of the defined benefit obligation. |
| | In relation to lease prepayments, the initial fair value of the security deposit is estimated as the present value of the refundable amount, discounted using the market interest rates for similar instruments. The difference between the initial fair value and the refundable amount of the deposit is recognized as a Right of Use Asset and present value of lease liability |
The above items have been measured at fair value and the methods used to measure fair values are discussed further in Note 4.
| | Functional and presentation currency |
Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). Indian rupee is the functional currency of Sify, its domestic subsidiaries. The U.S. dollar is the functional currency of Sify’s foreign subsidiaries i.e. Sify Technologies North America Corporation and Sify Technologies (Singapore) Pte. Ltd. located in Singapore and in North America, Unites states of America.
The Consolidated Financial Statements are presented in Indian Rupees which is the Group’s presentation currency. All financial information presented in Indian Rupees has been rounded up to the nearest thousand except where otherwise indicated.
Convenience translation (unaudited):
Solely for the convenience of the reader, the financial statements as of and for the year ended March 31, 2022 have been translated into United States dollars (neither the presentation currency nor the functional currency of the Group) based on the reference rate in the City of Mumbai on March 31, 2022, for cable transfers in Indian rupees as published by the Reserve Bank of India which was ₹ 75.8071 per $1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollar at such a rate or at any other rate on March 31, 2022 or at any other date.
| | Use of estimates and judgments |
The preparation of Consolidated Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosures of contingent assets and contingent liabilities at the date of financial statements, income and expenses during the period. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods which are affected.
Application of accounting policies that require critical accounting estimates, judgments and assumptions having the most significant effect on the amounts recognized in the financial statements are
:
| | Useful lives of property, plant and equipment (Note 3 e and Note 5) |
| | Useful lives of intangible assets (Note 3 g and Note 6) |
| | Estimate of Lease term and measurement of Right of Use Assets and Lease Liabilities (Note 3 h, 7) |
| | Identification of performance obligation and timing of satisfaction of performance obligation, measurement of transaction price on revenue recognition (Note 3 o) |
| | Measurement of the recoverable amounts of cash-generating units containing goodwill (Note 3 k and Note 6) |
| | Utilization of tax losses and computation of deferred taxes (Note 3 r, 11) |
| | Measurement of defined employee benefit obligations (Note 17) |
| | Measurement of share-based payments (Note 3 m, 27) |
| | Valuation of financial instruments (Note 3 c, 4, 34 and 33) |
| | Provisions and contingencies (Note 3 n and 31) |
| | Expected Credit losses on Financial Assets (Note 3 c, 13) |
| | Impairment testing [Note c 6 ] |
Estimation uncertainty relating to global health pandemic on COVID-19
Recoverability of receivables, contract assets and contract costs, carrying amount of Property, Plant and Equipment and certain investments have all been assessed based on the information available within the Company and external sources such as credit reports and economic forecasts. The Company has performed impairment testing and assessed that the carrying amount of these assets will be recovered. The impact of global health pandemic may be different from the date of approval of Financial Statements.
The Company has assessed the external environment, short term and long term liquidity position, Company's mitigative actions regarding material uncertainties related to global health pandemic of COVID-19 and on that basis of assessment the Company expects these uncertainties do not cast significant doubt upon the ability of the Company to continue as going concern.
| | Significant accounting policies |
The accounting policies set out below have been applied consistently to all periods presented in these Consolidated Financial Statements
a. Basis of consolidation
The financial statements of the Group companies are consolidated on a line-by-line basis. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. These financial statements are prepared by applying uniform accounting policies in use at the Group.
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Thus, the Company controls an investee if and only if the Company has all the following :
(a) power over the investee;
(b) exposure, or rights, to variable returns from its involvement with the investee; and
(c) the ability to use its power over the investee to affect the amount of the Company’s returns.
Generally, there is a presumption that majority of voting rights results in control. To support this presumption and when the Group has less than a majority of voting of similar rights of an investee, the group considers all relevant facts and circumstances in assessing whether it has power over an investee.
The financial statements of subsidiaries are consolidated from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.
(i) Foreign currency transactions and balances
Transactions in foreign currencies are initially recognized in the financial statements using exchange rates prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the relevant functional currency at the exchange rates prevailing at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Foreign currency differences arising on translation are recognized in the income statement for determination of net profit or loss during the period.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the functional currency at exchange rates at the reporting date. The income and expenses of foreign operations and cash flows are translated to Indian Rupees using average exchange rates during the period. Any differences arising on such translation are recognized in other comprehensive income. Such differences are included in the foreign currency translation reserve “FCTR” within other components of equity. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.
Financial assets comprise of investments in equity and debt securities, trade and other receivables, cash and cash equivalents and other financial assets.
All financial assets are recognized 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. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
Financial assets measured at amortized cost:
Financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are measured at amortised cost using effective interest rate (EIR) method. The EIR amortisation is recognized as finance income in the Statement of Income.
The Group while applying above criteria has classified the following financial assets at amortised cost
- Other financial assets.
- Investment in debt securities
Financial assets at fair value through other comprehensive income (FVTOCI):
Financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are subsequently measured at FVTOCI. Fair value movements in financial assets at FVTOCI are recognized in other comprehensive income.
Equity instruments held for trading are classified as at fair value through profit or loss (FVTPL). For other equity instruments the Group classifies the same as at FVTOCI or FVTPL. The classification is made on initial recognition and is irrevocable. Fair value changes on equity investments at FVTOCI, excluding dividends, are recognized in other comprehensive income (OCI).
Financial assets at fair value through profit or loss (FVTPL):
Financial assets are measured at fair value through profit or loss if it does not meet the criteria for classification as measured at amortised cost or at fair value through other comprehensive income. All fair value changes are recognized in the Statement of Income.
Derecognition of financial assets:
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred and the transfer qualifies for derecognition. On derecognition of a financial asset in its entirety, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability assumed) shall be recognized in the Statement of Income.
Impairment of financial assets:
Trade receivables, contract assets, lease receivables under IFRS 9, investments in debt instruments that are carried at amortised cost, investments in debt instruments that are carried at FVTOCI are tested for impairment based on the expected credit losses for the respective financial asset.
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix which is based on historical loss rates reflecting current condition and forecasts of future economic conditions. In this approach assets are grouped on the basis of similar credit characteristics such as industry, customer segment and other factors which are relevant to estimate the expected cash loss from these assets.
Other financial assets are tested for impairment based on significant change in credit risk since initial recognition and impairment is measured based on probability of default over the lifetime when there is significant increase in credit risk.
(ii) Financial liabilities
Financial liabilities are initially recognized at fair value and any transaction cost that are attributable to the acquisition of the financial liabilities except financial liabilities at fair value through profit or loss which are initially measured at fair value.
The financial liabilities are classified for subsequent measurement into following categories:
- at fair value through profit or loss
Financial liabilities at amortised cost
The Group is classifying the following financial liabilities at amortised cost;
b) Finance lease obligations
c) Trade and other payables
d) Other financial liabilities
Amortised cost for financial liabilities represents amount at which financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount.
Financial liabilities at fair value through profit or loss
Financial liabilities held for trading are measured at FVTPL.
Derecognition of financial liabilities:
A financial liability shall be derecognized when, and only when, it is extinguished i.e. when the obligation specified in the contract is discharged or cancelled or expires.
(iii) Derivative financial instruments
Foreign exchange forward contracts and options are entered into by the Group to mitigate the risk of changes in foreign exchange rates associated with certain payables, receivables and forecasted transactions denominated in certain foreign currencies. The group also enters into cross currency interest rate swaps for hedging the risk against variability in cash flows of its term loan.
These derivative contracts do not qualify for hedge accounting under IFRS 9 and are initially recognized at fair value on the date the contract is entered into and subsequently re-measured at their fair value. Gains or losses arising from changes in the fair value of the derivative contracts are recognized immediately in profit or loss.
(iv) Offsetting of Financial Assets and Financial Liabilities
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the assets and settle the liability simultaneously.
(v) Reclassification of financial assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are categorised as equity instruments at FVTOCI and financial assets or liabilities that are specifically designated as FVTPL. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be very infrequent. The management determines change in the business model as a result of external or internal changes which are significant to the Group’s operations. A change in the business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Group does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or share options are recognized as a deduction from equity, net of any tax effects.
e. Property, plant and equipment
Property, Plant and Equipment is stated at cost less accumulated depreciation and where applicable accumulated impairment losses. Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchases taxes, after deducting trade discounts and rebates
and includes expenditure directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
When parts of an item of Property, Plant and Equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Amount paid as advances towards the acquisition of property, plant and equipment is disclosed separately under other non-current assets as capital advances and the cost of assets not put to use as on balance sheet date are disclosed under ‘Capital work-in-progress’.
Gains and losses on disposal of an item of Property, Plant and Equipment are determined by comparing the proceeds from disposal with the carrying amount of Property, Plant and Equipment and are recognized net within “other income / other expenses” in the Statement of Income.
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is de-recognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in statement of income during the period in which it is incurred.
Depreciation is recognized in the Statement of Income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment considering residual value to be zero. Depreciation on contract-specific assets are charged co-terminus over the contract period. Management’s estimated useful lives for the year ended March 31, 2022 and March 31, 2021 were as follows:
| | | |
| | | | |
Plant and machinery comprising computers, servers etc. | | | | |
Plant and machinery comprising other items | | | | |
| | | | |
| | | | |
| | | | |
Depreciation is not recorded on construction-in-progress until construction and installation are complete and the asset is ready for its intended use.
The depreciation method, useful lives and residual value are reviewed at each of the reporting date
(i) Business combinations
Business combinations are accounted for using IFRS 3 (Revised), Business Combinations. IFRS 3 requires the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Significant estimates are required to be made in determining the value of contingent consideration and intangible assets. These valuations are conducted by independent valuation experts.
Business combinations have been accounted for using the acquisition method under the provisions of IFRS 3(Revised). The cost of acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.
Transactions costs that the group incurs in connection with a business combination such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.
Business combinations between entities under common control is outside the scope of IFRS 3 (Revised), Business Combinations and is accounted for at carrying value of assets acquired and liabilities assumed.
The acquisition of an asset or a group of assets that does not constitute a ‘business’ as per IFRS 3 is accounted for by identifying and recognizing the individual identifiable assets acquired and liabilities assumed. The cost of the group is allocated to such individual identifiable assets and liabilities on the basis of their relative fair values on the date of purchase.
Business combinations involving entities or businesses under common control have been accounted for using the pooling of interests method.
Goodwill represents the cost of a business acquisition in excess of the Group's interest in the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative (negative goodwill), the Group reassesses the identification and measurement of identifiable assets, liabilities and contingent liabilities, and the measurement of the cost of acquisition, and recognizes any remaining excess in profit or loss immediately on acquisition.
Goodwill is measured at cost less accumulated impairment losses.
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the intangible asset.
(i) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred.
| | Amortization of intangible assets with finite useful lives |
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and previous year are as follows:
| | Estimate of useful life in | |
| | | | |
| | | | |
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Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
The Group’s lease asset classes primarily consist of leases for land and buildings. 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: (1) the contract involves the use of an identified asset (2) the group has substantially all of the economic benefits from use of the asset through the period of the lease and (3) 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 include 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. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. 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 the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the group changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
Leases for which the group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.
Inventories comprising traded hardware and software are measured at the lower of cost (determined using first-in first-out method) and net realizable value. Cost comprises cost of purchase and all directly attributable costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
| | Contract assets/liability |
Contract Assets (Unbilled revenue) represents revenue in excess of billing. Contract Liability (Deferred income) represents unserviced portion of billed contracts.
k. Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit or group of units on a pro rata basis.
Reversal of impairment loss
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized directly in other comprehensive income and presented within equity.
Employee benefits are accrued in the period in which the associated services are rendered by employees of the Group, as detailed below:
| | Defined contribution plan (Provident fund) |
Defined contribution plans are post-employment benefit plans under which an entity pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. The Group makes specified monthly contribution towards Government administered provident fund scheme. The Group also contributes to 401(K) plans on behalf of eligible employees. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit and loss in the periods during which the related services are rendered by employees.
| | Defined benefit plans (Gratuity) |
In accordance with applicable Indian laws, the Group provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Group. The gratuity fund is managed by the Life Insurance Corporation of India (LIC). The Group's net obligation in respect of defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting any unrecognized past service cost and the fair value of any plan assets.
The discount rate is the yield at the reporting date on risk free government bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the total of any unrecognized past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest), are recognized in other comprehensive income and presented within equity. Remeasurements are not reclassified to profit or loss in subsequent periods. Service costs, net interest expenses and other expenses related to defined benefit plans are recognized in profit or loss.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
| | Compensated leave of absence |
The employees of the Group are entitled to compensated absence. The employees can carry forward a portion of the unutilized accrued absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence. The Group recognizes an obligation for compensated absences in the period in which the employee renders the services. The Group provides for the expected cost of compensated absence in the Statement of Income as the additional amount that the Group expects to pay as a result of the unused entitlement that has accumulated based on actuarial valuations carried out by an independent actuary at the balance sheet date.
m. Share-based payment transactions
The fair value of options on grant date, (equity-settled share based payments) granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period in which the options are vested. The increase in equity recognized in connection with a share based payment transaction is presented as a separate component in equity. The amount recognized as an expense is adjusted to reflect the actual number of share options that vest. In respect of options whose terms and conditions are modified, the Group includes the incremental fair value of the options in the measurement of the amounts recognized for services received from the employees. The incremental fair value is the difference between the fair value of the modified option and that of the original option both estimated as at the date of the modification. If the modification occurs during the vesting period, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from the modification date until the date when the modified equity instruments vest, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period. If the modification occurs after vesting date, the incremental fair value granted is recognized immediately, or over the vesting period if the employee is required to complete an additional period of service before becoming unconditionally entitled to those modified equity instruments.
Provisions are recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating 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 that contract.
The Group derives revenue from converged ICT solutions comprising Network-centric services, Data Center services and Digital Services which includes cloud and managed services, applications integration services and technology integration services.
The Group recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services excluding the amount collected on behalf of third parties.
The revenue recognition in respect of the various streams of revenue is described as follows
i) Network centric services
Revenue from Network centric services includes Data network services and Voice services. Network services primarily include revenue from connectivity services, NLD/ILD services and to a lesser extent, revenues from the setup and installation of connectivity links. The group provides connectivity for a fixed period of time at a fixed rate regardless of usage. Revenue from Network services are series of distinct services. The performance obligations are satisfied overtime.
Service revenue is recognized when services are provided, based upon period of time. The setup and installation of connectivity links are deferred and recognized over the associated contract period.
Sale of equipment’s are accounted as separate performance obligations if they are distinct and its related revenues are recognised at a point in time when the control is passed on to the customer.
The Group provides NLD (National Long Distance) and ILD (International Long Distance) services through Group’s network. The Group carries voice traffic, both national and international, using the network back-bone and delivers voice traffic to Inter-connect Operators. Revenue is recognised when the services are provided based upon the usage (e.g: metered call units of voice traffic terminated on the Group’s network).
ii) Data Center Services:
Revenue from DC services consists co-location of racks and power charges. The contracts are mainly for a fixed rate for a period of time. Revenue from co-location of racks, power charges and cross connect charges are series of distinct services. The performance obligations are satisfied overtime. Service revenue is recognized as the related services are performed. Sale of equipment such as servers, switches, networking equipment, cable infrastructure and racks etc., are accounted as separate performance obligations if they are distinct and its related revenues are recognized at a point in time when the control is passed on to the customer.
Revenue from Cloud and managed services include revenue from Cloud and storage solutions, managed services, value added services, domestic and International managed services.
Revenues from Cloud and on demand compute and storage, are primarily fixed for a period of time. Revenue from Cloud and managed services are series of distinct services. The performance obligations are satisfied overtime. The group recognize service revenue as the related services are performed.
Revenues from domestic and international managed services, comprise of value added services, operations and maintenance of projects and from remote infrastructure management. Contracts from this segment are fixed and could also be based on time and material contracts.
In the case of time and material contracts, the group recognizes service revenue as the related services are performed.
In the case of fixed price contract, the group recognize revenue over a period of time based on progress towards completion of performance obligation using efforts or cost to cost measure of progress (percentage completion method of accounting).
The stage of completion is measured by efforts spent to estimated total efforts over the term of the contract.
Revenue from Technology Integration Services include system integration Services, revenue from construction of Data Centers, network services, security solutions and to a lesser extent, revenue from sale of hardware and software.
Revenue from construction contract includes revenue from construction of Data Centers to the specific needs and design of the customer. The Group recognize revenue at point in time, when the customer does not take control of work-in-progress or over a period of time when the customer controls the work-in-progress. In the case where revenue is recognized over a period of time and progress is measured based on the costs incurred to date as a percentage of the total estimated costs to fulfill the contract. If the Group does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of Income in the period in which such losses become probable based on the current contract estimates.
Revenue from Applications Integration services include online assessment, document management services, web development, digital certificate based authentication services, supply chain software and eLearning software development services. eLearning software development services consist of structuring of content, developing modules, delivery and training users in the modules developed.
Revenue from Applications Integration Services is recognized over a period of time. The progress is measured based on the amount of time/effort spent on a project. Revenue in relation to ‘time’ is measured as the agreed rate per unit of time multiplied by the units of time expended. The element of revenue related to materials is measured in accordance with the terms of the contract.
The Group enters into contracts with customers to serve advertisements in the portal and the Group is paid on the basis of impressions, click-throughs or leads and in each case the revenue is recognized ratably over the period of the contract based upon the usage (i.e., on actual impressions/click throughs / leads delivered.)
Revenue from commissions earned on electronic commerce transactions are recognized when the transactions are completed.
Digital Certification revenues include income received on account of Web certification. Generally the Group does not hold after sale service commitments after the activation of the Digital Certificates sold and accordingly, revenue is recognized fully on the date of activation of the respective certificate.
Multiple deliverable arrangements
In certain cases, some elements belonging to the services mentioned above are sold as a package consisting of all or some of the elements.
The Group accounts for goods or services of the package separately if they are distinct. i.e., if a good or service is separately identifiable from other promises in the contract and if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer.
The Group allocate the transaction price to each performance obligation identified in the contract on a relative stand-alone selling price basis. Standalone selling price is the price at which group would sell a promised good or service separately to the customer.
If the relative stand-alone selling prices are not available, the group estimates the same. In doing so, the group maximise the use of observable inputs and apply estimation methods consistently in similar circumstances.
Costs to fulfil customer contracts i.e., the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify or the costs generate/ enhance resources of the group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future or the costs that are expected to be recovered are recognized as asset and amortized over the contract period.
Incremental costs of obtaining a contract are recognized as assets and amortized over the contract period if entity expects to recover those costs. The Group recognize incremental cost of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognized is one year or less.
Costs to obtain a contract that is incurred regardless of whether the contract is obtained are recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
Significant judgments on applying IFRS 15
The group contracts with customer include promises or arrangements to transfer multiple goods or services to a customer. The group assess whether such arrangements in the contract has distinct goods or services (performance obligation). Identification of distinct performance obligation involves judgment to determine ability of customer to benefit independently from other promises in the contract.
The judgment is required to measure the transaction price for the contract. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration could be fixed amount or variable amount or could be both. Transaction price could also be adjusted for time value of money if contract includes a significant financing component.
In the case of multiple arrangements in a contract, the group allocate transaction price to each performance obligation based on standalone transaction price. The determination of standalone transaction price involves judgment.
The group uses judgment in determining timing of satisfaction of performance obligation. The group considers how customer benefits from goods or services as the services are rendered, who controls as the assets is created or enhanced, whether asset has an alternate use and the entity has an enforceable right to payment for performance completed to date, transfer of significant risk and reward to the customer, acceptance or sign off from the customer etc.,
The group uses judgement when capitalising the contract cost as to whether it generates or enhances resources of the entity that will be used in satisfying performance obligation in the future.
Finance income comprises interest income on funds invested, dividend income and gains on the disposal of financial assets at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Dividend income is recognized in profit or loss on the date when the Group’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
Finance expense comprises borrowing costs, bank charges, unwinding of discount on provision, fair value losses on financial assets at fair value through profit or loss that are recognized in Statement of Income. Fair value changes attributable to hedged risk are recognized in the Statement of Income.
Borrowing costs are interest and other costs (including exchange difference relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Interest expense is recognized using effective interest method.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Other borrowing costs are recognized as expenses in the period in which they are incurred. To the extent the Group borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowings costs eligible for capitalization by applying a capitalization rate to the expenditure incurred on such asset. The capitalization rate is determined based on the weighted average of borrowing costs applicable to the borrowings of the Group which are outstanding during the period, other than borrowings made specifically towards purchase of the qualifying asset. The amount of borrowing costs that the Group capitalizes during a period does not exceed the amount of borrowing costs incurred during that period.
Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Minimum Alternate Tax (MAT) is accounted as current tax when the Group is subjected to such provisions of the Income Tax Act. However, credit of such MAT paid is available when the Group is subjected to tax as per normal provisions in the future. Credit on account of MAT is recognized as a deferred tax asset based on the management’s estimate of its recoverability in the future. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.
Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:
(i) the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.
(ii) differences relating to investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable future.
(iii) arising due to taxable temporary differences on the initial recognition of goodwill, as the same is not deductible for tax purposes.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred taxation arising on investments in subsidiaries and associates is recognized except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred taxation on temporary differences arising out of undistributed earnings of the equity method accounted investee is recorded only when it is expected to be distributed in foreseeable future based on the management's intention.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Where ordinary shares are issued but not fully paid, they are treated in the calculation of basic earnings per share as a fraction of an ordinary share to the extent that they were entitled to participate in dividends during the period relative to a fully paid ordinary share. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which includes share options granted to employees. To the extent that partly paid shares are not entitled to participate in dividends during the period they are treated as the equivalent of warrants or options in the calculation of diluted earnings per share.
| | Dividend distribution to equity shareholders |
Dividend distributed to Equity shareholders is recognized as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid after approval of shareholders.
| | Current/ non-current classification |
An asset is classified as current if:
(a) it is expected to be realized or sold or consumed in the Group's normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realized within twelve months after the reporting period;
(d) it is cash or a cash equivalent unless it is 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 classified as current if:
(a) it is expected to be settled in normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelve months after the reporting period;
(d) it has no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between acquisition of assets for processing and their realisation in cash and cash equivalents. The Group's normal operating cycle is twelve months.
v.
Recent accounting pronouncements
| | New and amended Standards adopted by the Group |
Our company has applied the following amendments for the first time for its annual reporting period commencing April 1, 2021.
Interest rate benchmark reform Phase 2 – Amendments to IFRS 9, IAS 37, IFRS 7, IFRS 4 and IFRS 16
The amendments had no impact on the consolidated financial statements of our Company. Our Company intends to use the practical expedients in future periods if they become applicable.
| | New and amended Standards issued but not yet effective |
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of our Company’s financial statements are disclosed below. Our Company intends to adopt these standards, if applicable, when they become effective.
Classification of liabilities as current or non-current: Amendments to IAS 1
On January 23, 2020, the IASB issued a narrow-scope amendment to IAS 1 to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. They:
| | clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting date and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability; |
| | clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. |
The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted.
The amendment could affect the classification of liabilities, particularly for previously considered management’s intention to determine classification and for some liabilities that can be converted into equity. Our Company classifies based on the contractual arrangement in place at the reporting date for the classification, thus, our Company does not expect the amendment to have an impact on its consolidated financial statements.
Reference to the conceptual framework: Amendments to IFRS 3
On May 14, 2020, the IASB issued amendments to IFRS 3,
Business Combinations – Reference to the Conceptual Framework
. The amendments are intended to update IFRS 3 refers to the
Conceptual Framework
issued in March 2018 instead of the 1989
Framework
, and add an exception for the recognition of liabilities and contingent liabilities within the scope of IAS 37
Provision
,
Contingent Liabilities and Contingent Assets and Interpretation 21 Levies.
The amendments also confirm that contingent assets should not be recognized at the acquisition date. The amendments are effective for annual reporting periods beginning on or after January 1, 2022 and are to be applied retrospectively. Earlier application is permitted if an entity also applies all other updated references (published together with the updated
Conceptual Framework
) at the same time or earlier.
Our Company does not expect the amendments to have an impact on its consolidated financial statements.
Property, plant and equipment: proceeds before intended use – Amendments to IAS 16
On May 14, 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 recognizes the proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendments are effective for annual reporting periods beginning on or after January 1, 2022 and are to be applied retrospectively. Earlier application is permitted. An entity applies the amendments retrospectively only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments.
Our Company does not expect the amendments to have an impact on its consolidated financial statements.
Onerous contracts – Amendments to IAS 37
On May 14, 2020, the IASB issued amendments to IAS 37 to specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments apply a “directly related cost approach”. The costs that related directly to a contract to provide goods or services include both incremental costs and allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a contract and excluded unless they are explicitly chargeable to the counterparty under the contract. The amendments apply to contracts for which the entity has not yet fulfilled all its obligations at the beginning of the annual reporting period in which the entity first applies the amendments. Comparatives are not restated. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. Early application is permitted.
Our Company will apply these amendments to contacts for which our Company has not yet fulfilled all its obligations at the beginning of the annual reporting period in which it first applies the amendments.
Definition of accounting estimate – Amendments to IAS 8
On February 12, 2021, the IASB issued amendments to IAS 8, in which it introduces a new definition of accounting estimate: clarify that they are monetary amounts in financial statements that are subject to measurement uncertainty. The amendments also clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. Distinguishing between accounting policies and accounting estimates is important because changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current periods, while changes in accounting estimates are applied prospectively to future transactions and other future events. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start that period. Earlier application is permitted as long as this fact is disclosed.
Our Company does not expect the amendments to have an impact to its consolidated financial statements.
Disclosure of accounting policies – Amendments to IAS 1 and IFRS Practice Statement 2
On February 15, 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2
Making Materiality Judgements
, in which it provides guidance and example to help entities apply materiality judgements to accounting policy disclosure. The amendments helps entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “significant” accounting policies with a requirement to disclose their “material” accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendment to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary.
Our Company is currently assessing the impact of the amendments by re-visiting its accounting policy disclosures to ensure consistency with the amended standard.
Deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12
On May 7, 2021, the IASB issued the amendments to IAS 12
Income Taxes
require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities.
The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognize deferred tax assets (to the extent that it is probable that they can be utilized) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with right-of-use assets and lease liabilities, and decommissioning obligations and corresponding amounts recognized as part of the cost of the related assets. The cumulative effect of recognizing these adjustments is recognized in retained earnings, or other component of equity, as appropriate. The amendments are effective for annual reporting periods beginning on or after January 2023. Early application of the amendments is permitted.
Our Company have already accounted for such transactions consistent with the new requirements. Our Company will not be affected by the amendments.
| | Determination of fair values |
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. 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. A fair value measurement assumes 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. The principal market or the most advantageous market must be accessible to the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:
Level 1 - unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
Level 3 - unobservable inputs for the asset or liability.
For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of fair value hierarchy.
Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Property, plant and equipment
The fair value of property, plant and equipment recognized as a result of a business combination is an estimated amount for which a property could be exchanged on the date of acquisition in an orderly transaction between market participants. The fair value of items of plant, equipment, fixtures and fittings is based on the market approach and cost approach using quoted market prices for similar items when available and replacements costs when appropriate.
The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.
The fair value of intangible assets acquired in the business combinations is based on discounted cash flows expected to be derived from the use and eventual sale of assets (terminal value).
Investments in equity and debt securities
The fair value is determined by reference to their quoted price at the reporting date. In the absence of quoted price, the fair value of the financial asset is measured using valuation techniques.
Trade and other receivables
The fair value of trade and other receivables expected to be realized beyond twelve months, excluding construction contracts in progress, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. However in respect of such financial instruments, fair value generally approximates the carrying amount due to the short term nature of such assets. This fair value is determined for disclosure purposes or when acquired in a business combination.
The fair value of forward exchange contracts is based on their quoted price, if available. If a quoted price is not available, the fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk free interest rate (based on government bonds). The fair value of foreign currency option contracts is determined based on the appropriate valuation techniques, considering the terms of the contract. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and the counter party when appropriate. The fair value of the cross currency swaps (principal only swaps) and interest rate swaps is determined based on the discounting of the future cash flows at the market rates existing on the reporting date.
Non derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.
Share-based payment transactions
The fair value of employee stock options is measured using the Black-Scholes method. Measurement inputs include share price on grant date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), expected term of the instrument (based on historical experience and general option holder behavior), expected dividends, and the risk free interest rate (based on government bonds).
| | Property, plant and equipment |
The following table presents the changes in property, plant and equipment during the year ended March 31, 202
2
| | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: Construction in progress | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The following table presents the changes in property, plant and equipment during the year ended March 31, 20
21
| | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: Construction in progress | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The following table presents the changes in property, plant and equipment during the year ended March 31, 20
20
| | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: Construction in progress | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2022 and March 31, 2021, the Company had committed to spend approximately ₹ 6,651,423 and ₹ 2,762,605 respectively, under agreements to purchase property, pla
n
t and equipment.
Amounts paid towards acquisition of property, plant and equipment outstanding at each balance sheet date and the cost of property, plant and equipment that are not ready to be put into use are disclosed under construction-in-progress.
As of March 31, 2022 property, plant and equipment with a carrying amount of ₹ 14,045,705 (March 31, 2021: ₹ 11,904,836) are subject to a registered charge to secure bank borrowings.
Capitalized borrowing costs
Borrowing costs capitalized during the year amounted to ₹ 219,861 (March 2021 – Nil)
Intangible assets comprise the following:
The following table presents the changes in goodwill during the years ended March 31, 2022 and 2021
| | | | | | |
Balance at the beginning of the year | | | | | | | | |
Effect of movement in exchange rates | | | | | | | | |
Impairment loss recognized during the year | | | | | | | | |
Net carrying amount of goodwill | | | | | | | | |
The amount of goodwill and impairment loss as of March 31, 2022 and March 31, 2021 has been allocated to Digital Services segment.
During the year, the company has discontinued the current affairs and sports channel of its portal sify.com pursuant to notification from the Government of India regulating the entities which have FDI of more than 49% to carry content relating to current affairs and sports. Consequently the eyeballs to the site would come down and hence the goodwill associated to this business has been impaired.
The following table presents the changes in intangible assets during the years ended March 31, 2022, 2021 and 2020.
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of March 31, 2019 | | | | | | | | | | | | | | | | |
Acquisitions during the year | | | | | | | | | | | | | | | | |
Disposals during the year | | | | | | | | | | | | | | | | |
Balance as of March 31, 20 20 | | | | | | | | | | | | | | | | |
Acquisitions during the year | | | | | | | | | | | | | | | | |
Disposals during the year | | | | | | | | | | | | | | | | |
Balance as of March 31, 202 1 | | | | | | | | | | | | | | | | |
Acquisitions during the year | | | | | | | | | | | | | | | | |
Disposals during the year | | | | | | | | | | | | | | | | |
Balance as of March 31, 202 2 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of March 31, 2019 | | | | | | | | | | | | | | | | |
Amortization for the year | | | | | | | | | | | | | | | | |
Impairment loss on intangibles | | | | | | | | | | | | | | | | |
Balance as of March 31, 20 20 | | | | | | | | | | | | | | | | |
Amortization for the year | | | | | | | | | | | | | | | | |
Impairment loss on intangibles | | | | | | | | | | | | | | | | |
Balance as of March 31, 202 1 | | | | | | | | | | | | | | | | |
Amortization for the year | | | | | | | | | | | | | | | | |
Impairment loss on intangibles | | | | | | | | | | | | | | | | |
Balance as of March 31, 202 2 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Intangible assets that were fully impaired / amortised were removed from the block.
The Company had not committed to spend any amount under agreements to purchase intangible assets during the year ending March 31, 2022 and 2021.
Following are the changes in the carrying value of right of use assets for the year ended March 31, 202
2
:
| | | | | | |
| | | | | | | | | | | | | | | |
Balance as of April 1, 2021 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2022 | | | | | | | | | | | | | | | | | | | | |
Following are the changes in the carrying value of right of use assets for the year ended March 31, 202
1
:
| | | | | | |
| | | | | | | | | | | | | | | |
Balance as of April 1, 2020 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2021 | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Current lease liabilities | | | | | | | | |
Non-current lease liabilities | | | | | | | | |
| | | | | | | | |
The following is the movement in lease liabilities during the Year ended March 31, 202
2
| | | | | | |
| | | | | | | | |
| | | | | | | | |
Finance cost accrued during the period | | | | | | | | |
| | | | | | | | |
Payment of lease liabilities | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The table below provides details regarding the contractual maturities of lease liabilities as of March 31, 202
2
on an undiscounted basis (including finance expenses):
| | Cash and cash equivalents |
Cash and cash equivalents as per consolidated statement of financial position, as of March 31, 2022 amounted to ₹
3,781,978
(March 31, 2021: ₹
5,101,083
). This excludes cash-restricted of ₹ 792,035 (March 31, 2021: ₹ 400,971), representing deposits held under lien against working capital facilities availed and bank guarantees given by the Group towards future performance obligations.
| | | | | | | | | |
| | | | | | | | | |
Bank deposits held under lien against borrowings / guarantees from banks / Government authorities | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | |
Bank overdraft used for cash management purposes | | | | | | | | | | | | |
Cash and cash equivalents for the statement of cash flows | | | | | | | | | | | | |
The following table provides information about receivables, contract assets and contract liabilities from the contracts with the customers
| | | | | | |
| | | | | | | | | | | | | | | | |
Contract Assets – Unbilled Revenue | | | | | | | | | | | | | | | | |
Contract liabilities – Deferred Income | | | | | | | | | | | | | | | | |
Current contract liabilities | | | | | | | | | | | | | | | | |
Non-current contract liabilities | | | | | | | | | | | | | | | | |
Total Contract liabilities – Deferred Income | | | | | | | | | | | | | | | | |
The following table provides the movement in contract assets (unbilled revenue) for the year ended March 31, 2022 and March 31, 2021:
| | | | | | |
Balance as of April 1, 2021 | | | | | | | | |
Add: Revenue recognized during the year | | | | | | | | |
Less: Invoiced during the year | | | | | | | | |
Add: Translation gain or (loss) | | | | | | | | |
Balance as of March 31, 20 22 | | | | | | | | |
The /following table provides the movement in contract liabilities (Deferred Income) for the year ended March 31, 2022 and March 31, 2021:
| | | | | | |
Balance as of April 1, 2021 | | | | | | | | |
Less: Revenue recognized during the period | | | | | | | | |
Add: Invoiced during the period but revenue not recognized | | | | | | | | |
Add: Translation gain or (loss) | | | | | | | | |
Balance as of March 31, 202 2 | | | | | | | | |
Contract Cost and Amortisation
Costs to fulfil customer contracts are deferred and amortized over the contract period. For the year ended March 31, 2022 the Company has capitalised
₹
374,321 (March 31, 2021:
₹
56,093) and amortised
₹
151,935 (March 31, 2021:
₹
82,130). There was no impairment loss in relation to the capitalised cost.
Incremental costs of obtaining a contract are recognized as assets and amortized over the contract period. The Company recognizes incremental cost of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognized is one year or less.
In measuring Contract assets the current economic conditions prevailing on the date of approval of financial statements due to global health pandemic COVID-19 has been considered. The actual impact could be different.
| | | | | | |
Other deposits and receivables | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Financial assets included in other assets | | | | | | | | |
| | Deferred tax assets and liabilities |
The tax effects of significant temporary differences that resulted in deferred tax assets and a description of the items that created these differences is given below
Recognized deferred tax assets / (liabilities) | | | |
| | | | | | |
Deductible temporary difference | | | | | | | | |
Property, Plant and Equipment | | | | | | | | |
Lease obligations on right of use assets | | | | | | | | |
Provision for employee benefits | | | | | | | | |
| | | | | | | | |
Provision for Doubtful Advances | | | | | | | | |
| | | | | | | | |
Taxable temporary difference | | | | | | | | |
| | | | | | | | |
Finance Lease obligations | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Net deferred tax asset (liability) recognized in Balance Sheet | | | | | | | | |
The Group has recognised deferred tax assets arising on temporary deductible difference only to the extent of deferred tax liabilities arising on taxable temporary differences during the year. In assessing the realizability of deferred tax assets, management considers whether some portion or all of deferred tax assets will not be realized. The ultimate realization of deferred tax assets and tax loss carry forwards is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategy in making this assessment. Based on the level of historical taxable income and projections of future taxable income over the periods in which deferred tax assets are deductible, management believes that the Group will realize the benefits of those recognized deductible differences. The amount of deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.
Movement in temporary differences during the year
| | Balance as
of March
31, 2020 | | | | | | |
|
| Balance
as of
March
31, 20 21 | | | | | | |
|
| Balance
as of
March
31, 202 2 | |
Property, plant and equipment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease obligations on right of use assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Finance Lease obligations | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for employee benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for Doubtful Advances | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrecognized deferred tax assets / (liabilities)
| | | | | | |
Deductible temporary differences | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Considering the probability of availability of future taxable profits in the period in which tax losses expire, deferred tax assets have not been recognized in respect of tax losses carried forward by the Group. The above tax losses expire at various years.
Income tax expense recognized in profit or loss
| | | | | | | | | |
Current tax expense / (benefit) | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Deferred tax expense / (benefit) | | | | | | | | | | | | |
Origination and reversal of temporary differences | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total income tax expense / (benefit) | | | | | | | | | | | | |
There are no income taxes directly recognized in other comprehensive income.
Reconciliation of effective tax rate
A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income before taxes is summarized below:
| | | | | | | | | |
Profit before income taxes | | | | | | | | | | | | |
Enacted tax rates in India | | | | | | | | | | | | |
Computed expected tax expense / (benefit) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Share based payment expense not deductible for tax purposes | | | | | | | | | | | | |
Unrecognized deferred tax assets on losses incurred during the year (net of temporary differences, if any) | | | | | | | | | | | | |
Recognition of previously unrecognised deferred tax asset on temporary differences | | | | | | | | | | | | |
Difference on account differential tax rates in different jurisdictions | | | | | | | | | | | | |
Expenses/income not taxable | | | | | | | | | | | | |
Recognition of current year temporary differences | | | | | | | | | | | | |
Recognition of previously unrecognized tax losses | | | | | | | | | | | | |
Difference on account of differential tax rates in different companies | | | | | | | | | | | | |
Effect of expenses that are not deductible in determining taxable profit | | | | | | | | | | | | |
| | | | | | | | | | | | |
E xpenses/income not taxable | | | | | | | | | | | | |
U nrecognized temporary differences | | | | | | | | | | | | |
U tilisation of previously unrecognised temporary differences | | | | | | | | | | | | |
E ffect of rate difference in opening and closing deferred tax | | | | | | | | | | | | |
| | | | | | | | | | | | |
Reversal of previously recognised temporary differences | | | | | | | | | | | | |
| | | | | | | | | | | | |
The inventories amounting to
₹ 2,407,203
(March 31, 20
21
: ₹
1,414,738
) are secured in connection with bank borrowings and overdraft.
| | Trade and other receivables |
Trade and other receivables comprise:
| | | | | | |
(i) Trade receivables, net | | | | | | | | |
(ii) Other receivables including deposits | | | | | | | | |
(iii) Contract related accruals | | | | | | | | |
| | | | | | | | |
| | Trade receivables as of March 31, 2022 and March 31, 2021 are stated net of allowance for doubtful receivables. The Group maintains an allowance for doubtful receivables based on expected credit loss model. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables, excluding construction work in progress is disclosed in note 34. Trade receivables consist of: |
| | | | | | |
Trade receivables from related parties | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Less: Allowance for doubtful receivables | | | | | | | | |
Balance at the end of the year | | | | | | | | |
The activity in the allowance for doubtful accounts receivable is given below:
| | | |
| | | | | | |
Balance at the beginning of the year | | | | | | | | |
Add : Additional provision, net | | | | | | | | |
Less : Bad debts written off | | | | | | | | |
Balance at the end of the year | | | | | | | | |
| | Other receivables comprise of the following items: |
| | | | | | |
Advances and other deposits (Refer Note (a) below) | | | | | | | | |
Withholding taxes (Refer Note (b) below) | | | | | | | | |
| | | | | | | | |
Financial assets included in other receivables | | | | | | | | |
| | | Advances and other deposits primarily comprise of receivables in the form of deposits, sales tax/VAT, service tax, GST and other advances given in the ordinary course of business. |
| | | Includes withholding taxes recoverable from the Department of Income-tax for which the Company has filed tax returns for refund. The Company expects to realize such refund of withholding taxes within the next 12 months. |
| | | Non – current trade receivables is ₹. 1,990 (March 31, 2021: ₹. 27,136) |
| | Prepayments for current assets |
Prepayments for current assets comprise of the following:
| | | | | | |
Prepayments for purchase of bandwidth | | | | | | | | |
Prepayments related to insurance | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Other Investments comprise investment in unquoted equity instruments classified as financial assets at FVTOCI and investment in unquoted debt securities classified as financial assets at amortised cost. The details of such investments are given below:
| | | | | | | |
Investment in equity instruments – unquoted | | | | | | |
Investment in equity shares of Vashi Railway Station Commercial Complex Limited | | | | | | | | |
Investment in equity shares of Sarayu Clean Gen Private Limited | | | | | | | | |
Investment in The Gizmo App Company | | | | | | | | |
Investment in Tasoula Energy Private Limited | | | | | | | | |
Investment in Padvest Corporation | | | | | | | | |
Investment in Digifresh Corporation | | | | | | | | |
Investment in debt securities – unquoted | | | | | | | | |
Investment in Elevo Corporation (Erstwhile Attala Systems Corporation) # | | | | | | | | |
| | | | | | | | |
# Unsecured convertible promissory note of $2789 with Attala Systems Corporation, of which $ 750 (₹ 55,100), $ 375 (₹ 27,600), $375 (₹ 27,600), $ 500 (₹ 36,800), $ 214 (₹ 15,700) and $ 575 (₹ 42,200) matures on 17th October 2019, 4th January 2020 , 4th April 2020 , 30th October 2020, 1st January 2021 and 27th November 2021 respectively. The note bears interest at a rate of five percent (5%). On 15th October 2019, the note has been amended to extend the maturity date to 30th October 2021. The note bears interest at a rate of five percent (5%). The promissory note is convertible to equity securities under specific terms based on triggering events as defined in the agreement.
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Issued for consideration other than cash | | | | | | | | | | | | |
Exercise of share options | | | | | | | | | | | | |
| | | | | | | | | | | | |
In fiscal 2015, the authorized share capital of the Company was enhanced by an amount of ₹ 189,000. Consequently the
authorized share capital is increased to ₹ 2,040,000 divided into 204,000,000 Equity Shares, having a par value ₹ 10 per share.
The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to vote at meetings of the Group. All shares rank equally with regard to Group’s residual assets.
The directors have not recommended any dividend
for paid up Equity Share of ₹ 10 each for the year 2021-22 (2020-21: ₹ Nil)
.
Also refer note 35 – Issue of share on private basis to existing promoter group and Note 27 – Share-based payment
Share based payment reserve
Share based payment reserve represents the stock compensation expense recognized in the statement of changes in equity.
Share Premium used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act
Other components of equity:
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
The fair value reserve comprises the cumulative net change in the fair value of investments classified as at FVTOCI until the investments are derecognized or impaired.
c) Remeasurements of the net defined benefit liability/asset
Remeasurements of the net defined benefit liability/asset represent the cumulative actuarial gain / loss on account of Change in demographic assumptions, change in financial assumption and experience variance and remeasurement in return on plan assets, excluding amounts recognized in net interest expense/ income.
The components of gratuity costs recognized in the consolidated income statement for the years ending March 31, 2022, March 31, 2021 and March 31, 2020 consist of the following:
Details of employee benefit obligation and plan asset are as follows:
| | | | | | |
Projected benefit obligation at the end of the year | | | | | | | | |
Plan assets at the end of the year | | | | | | | | |
Funded status amount of liability recognised in the Balance Sheet | | | | | | | | |
| | following table set out the status of the gratuity plan: |
Change in defined benefit obligation | | | | | | | | | |
Projected benefit obligation at the beginning of the year | | | | | | | | | | | | |
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Remeasurements - Actuarial (gain) / loss | | | | | | | | | | | | |
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Projected benefit obligation at the end of the year | | | | | | | | | | | | |
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Fair value of plan assets at the beginning of the year | | | | | | | | | | | | |
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Remeasurements – return on plan assets excluding amounts included in interest income | | | | | | | | | | | | |
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Fair value of plan assets at the end of the year | | | | | | | | | | | | |
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Actual return on plan assets | | | | | | | | | | | | |
Actuarial assumptions at end of the year
:
The principal actuarial assumptions as on March 31, 2022, 2021 and 2020 were as follows:
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Long-term rate of compensation increase | | | | | | | | | | | | |
Expected long term rate of return on plan assets | | | 8% for the first
year and 5%
thereafter | | | | 0% for the first
year and 5%
thereafter | | | | 0% for the first
year and 5%
thereafter | |
Average future working life time | | | | | | | | | | | | |
Discount rate:
The discount rate is based on prevailing market yields of Indian Government securities as at the end of the year for the estimated term of the obligations
.
Long term rate of compensation increase:
The estimates of future salary increase considered take into account inflation, seniority, promotion and other factors.
Expected long term rate of return on plan assets:
This is based on the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
Salary escalation rate: The estimates of future salary increases considered take into account the inflation, seniority, promotion and other relevant factors.
Assumptions regarding future mortality are based on published statistics and mortality tables.
The Group assesses these assumptions with the projected long-term plans of growth and prevalent industry standards.
Contributions
: The Group expects to contribute ₹118,926 to its gratuity fund during the year ending March 31, 2022.
The expected benefit payments to be made in the next few years are as under:
Plan assets:
The Gratuity plan’s weighted-average asset allocation on March 31, 2022 and March 31, 2021, by asset category is as follows:
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Funds managed by insurers | | | | | | | | |
Remeasurements of the net defined benefit liability recognized in other comprehensive income
Amount recognized in other comprehensive income for the years ending March 31, 2022, 2021 and 2020 are as follows:
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Remeasurements of the net defined benefit liability | | | | | | | | | | | | |
| | | | | | | | | | | | |
- Change in demographic assumptions | | | | | | | | | | | | |
- change in financial assumptions | | | | | | | | | | | | |
| | | | | | | | | | | | |
- return on plan assets, excluding amounts recognized in net interest expense/ income | | | | | | | | | | | | |
| | | | | | | | | | | | |
Sensitivity Analysis of significant actuarial assumption
Sensitivity analysis for the defined benefit obligations will increase/ decrease by the amounts mentioned below if there is a variation of 100 basis points in the discount rate and salary escalation rate.
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Present Value of Defined Benefit Obligation | | | | | | | | | | | | | | | | |
The present value of defined benefit obligation has been arrived at using the same method as is used for valuing the defined benefit obligation as per the current assumptions. The increase/decrease in defined benefit obligation has been arrived assuming the other assumptions are constant though such increase/decrease do not happen in isolation in real scenarios.
Contributions to defined contribution plans
In accordance with Indian law, all employees receive benefits from a provident fund, which is a defined contribution plan. Both the employee and employer make monthly contributions to the plan, each equal to a specified percentage of employee’s basic salary. The Group has no further obligations under the plan beyond its monthly contributions. The Group contributed ₹ 135,589, ₹ 114,374 and ₹ 117,941 for the years ended March 31, 202
2
, 20
21
and 2020. The Group has contributed to 401(K) plans on behalf of eligible employees amounting to ₹ 14,339 (March 31, 20
21
: ₹ 12,426) during the year ended March 31, 202
2
.
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Financial liabilities included in other liabilities | | | | | | | | |
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Term bank loans (Refer note (a), (b), (c), (d) below) | | | | | | | | |
Other working capital facilities (Refer note (h), (i), (j) below) | | | | | | | | |
Borrowings from others (Refer note (e), (f), (g) below) | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Term bank loans ( Refer note (a), (b), (c), (d) below ) | | | | | | | | |
Borrowings from others (Refer note (e), (f), (g) b elow) | | | | | | | | |
| | | | | | | | |
| | Of total term bank loans, ₹ 4,054 million including current maturities (previous year ₹ 1,375 millions) is primarily secured by charge on movable fixed assets funded by term bank loans and also secured by project receivables. An amount of ₹ 721 million (previous year ₹ 966 million) including current maturities is secured against the specific project receivables and an amount of ₹ 331 million (previous year : ₹ 352 million) including current maturities is secured by moveable fixed assets funded out of term bank loans. |
| | Term bank loans of amount ₹ 260 million (previous year: ₹ 361 million) is primarily secured by moveable fixed assets at Rabale Tower II Data center (1st & 2nd floor) funded by Term bank Loans and project receivables and collaterally secured by property at Vashi (fifth floor) in Mumbai . An amount of ₹ Nil since closed (previous year: ₹ 244 million) primarily secured by Hyderabad property and collaterally by the properties at Tidel, vileparle and Vashi 6th Floor |
| | During the year 2020-21 under review, the Company has entered into External Commercial Borrowing (ECB) facility agreement for an amount of $5 million and drawn down $2 million out of the sanctioned loan. The Company has also entered into agreement for currency swap (from USD to INR) to fully hedge foreign currency exposure towards principal repayment and interest rate swap from floating to fixe d. |
| | The term bank loans bear interest rate of 2.50% plus 3 months LIBOR in the case of Foreign currency term bank loans, a rage of and a range of from 0.79% to 1.73% (previous year 0.89% to 3.35%) in case of buyers credit from banks, a range of Nil since closed (previous year 9.00% to 9.6%) for Term bank loans (INR) lieu of Buyers Credit and 7.2% to 8.92% (previous year 6.80% to 9.6%) for other term bank loans and the term bank loans are repayable in quarterly instalments within a tenor of 3 to 5 years after moratorium periods ranging from 6 months to one year in certain cases. |
| | The loan from Non – Banking financials Company (NBFC) bear interest rate ranging from 8.3% to 9.9% (previous year 8.6% to 9.9%) and repayable over a period of 12 to 60 months on equated monthly / quarterly instalments. |
| | The above borrowings also includes ₹ 500 million towards Cumulative non-convertible Redeemable preference shares issued from Print house (India) Private limited to Ramanand Developers private limited with the tenure of 20 years from the date of allotment which will carry a preferential dividend of 9% per annum, payable till redemption. |
| | During the year under review, Sify Infinit Spaces Limited (SISL) issued, Kotak Special Situations Fund (KSSF) 2,00,00,000 ( million ) Series 1 Compulsorily Convertible Debentures (CCDs) with face value of INR 100 each amounting to ₹ 2000 million and 1% of 2,00,00,000 ( ) Series 2 Compulsorily Convertible Debentures (CCDs) with face value of INR 100 each amounting to ₹ 2000 million The balance 99% of Series 2 CCDs shall be fully paid up between October 2022 and March 2023. Further, SISL is having, option and right to require KSSF to acquire additional compulsor il y convertible debentures of the Company (“Additional CCDs”) in one or more tranches during FY 2022, FY 2023, FY 2024, FY 2025 or by October 1, 2026 for up to an aggregate subscription amount of ₹ 6000 millions . The CCDs are secured by secondary charge over identified movable assets of Data Center facility. The CCD's carry a coupon rate of 6% per annum payable half-yearly. The CCDs shall be fully, mandatorily and compulsorily converted into equity shares by October 1, 2031 and the conversion ratio for Series 1 shall be decided based on the equity valuation as at March 31, 2023 and the conversion ratio for Series 2 based on equity valuation as at March 31, 2024 . |
| | Working Capital facilities (including over draft facilities) amounting to ₹ 2,902 million (previous year ₹ 3,212 million), non fund limits (including bank guarantees) availed by the Company are primarily secured by way of pari-passu charge on the entire current assets of the Company to all working capital bankers under consortium. |
| | In addition to the above, out of these loans repayable on demand from banks (including overdraft facilities), |
| | | exposure amounting to ₹ 2,222 million (previous year : ₹ 2,346 million) is secured collaterally by way of pari-passu charge on the unencumbered movable fixed assets of the Company, both present and future. |
| | | exposure amounting to ₹ 1,072 million (previous year : ₹ 1,501 million) is secured collaterally by way of equitable mortgage over the properties at Tidel Park, Chennai, Vashi 6th floor and Vile Parle at Mumbai. |
| | | the exposure amounting to ₹ 950 million (Previous Year : ₹ 648 million) is collaterally secured by equitable mortgage over the Vashi 5th floor property at Mumbai. |
| | | exposure amounting to ₹ 680 million (Previous Year : ₹ 866 million) is collaterally secured by equitable mortgage over the land and building at Noida and also covered by WDV of specific movable fixed assets funded out of their Term loan (since closed) at Noida DC, Uttar Pradesh. |
| | Working Capital facilities amounting to ₹ 250 million (previous year ₹ Nil) are primarily secured by way of pari-passu charge on current assets of the Company, both present and future. Working Capital facilities amounting to ₹ 400 million (previous year ₹ Nil) are primarily secured by way of pari-passu charge on current assets and unencumbered movable fixed assets of the Company, both present and future. Working Capital facilities amounting to ₹ 420 million (previous year : ₹ Nil), are primarily secured by way of pari-passu charge on the current assets of the Company. These working capital facilities bear interest ranging from 5.4% p.a. to 8.80% p.a. [Previous year: 5.4% p.a. to 9.45% p.a.] and these facilities are subject to renewal annually. |
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Financial liabilities included in trade and other payables | | | | | | | | |
| | | |
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Installation service revenue | | | | | | | | | | | | |
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Note: Revenue disaggregation as per business segment and geography has been included in segment information (See Note 30). |
| | Performance obligations and remaining performance obligations |
The Group has applied the practical expedient provided in the standard and accordingly not disclosed the remaining performance obligation relating to the contract where the performance obligation is part of a contract that has an original expected duration of one year or less and has also 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.
The following table provides revenue expected to be recognized in the future related to performance obligation that are unsatisfied (or partially satisfied) at the reporting date:
| | Cost of goods sold and services rendered |
Cost of goods sold and services rendered information is presented before any depreciation or amortization that is direct and attributable to revenue sources. The Group’s asset base deployed in the business is not easily split into a component that is directly attributable to a business and a component that is common / indirect to all the businesses. Since a gross profit number without depreciation and amortization does not necessarily meet the objective of such a disclosure, the Group has not disclosed gross profit numbers but disclosed all expenses, direct and indirect, in a homogenous group leading directly from revenue to operating income.
| | Selling, general and administrative expenses |
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| | | | | | | | | | | | | |
Marketing and promotion expenses | | | | | | | | | | | | | |
Administrative and other expenses*# | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
# Includes Contract associates costs | | | | | | | | | | | | | |
Attributable to cost of goods sold and services rendered | | | | | | | | | | | | | |
Attributable to selling, general and administrative expenses | | | | | | | | | | | | | |
* Includes net foreign exchange loss/(gain) of ₹ (9,551), ₹ 15,256 and ₹ 2,975 for the years ended March 31, 2022, 2021 and 2020 respectively
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Contribution to provident fund and other funds | | | | | | | | | | | | |
| | | | | | | | | | | | |
Employee stock compensation expense | | | | | | | | | | | | |
| | | | | | | | | | | | |
Attributable to cost of goods sold and services rendered | | | | | | | | | | | | |
Attributable to selling, general and administrative expenses | | | | | | | | | | | | |
The Group had issued stock options under Associate Stock Option Plan (ASOP) 1999, ASOP 2000, ASOP 2002, ASOP 2005, ASOP 2007 and ASOP 2014. The Compensation Committee grants the options on the basis of performance, criticality and potential of the employees as identified by the management. Each option entitles the holder to purchase one American Depository Share (ADS) at an exercise price determined by the Compensation committee on the date of the grant. There are no options outstanding in respect of ASOP 1999, ASOP 2000, ASOP 2002, ASOP 2005 and ASOP 2007 as of March 31, 202
2
. The plan details of ASOP 2014 are as follows:
Associate Stock Option Plan 2014
During July 2014, the shareholders of the Company approved a new scheme for allotment of shares to employees i.e. Associate Stock Option Plan 2014. 2,50,00,000 shares are reserved for this plan. Consequently 58,70,800 options were granted to the employees on January 20, 2015. The Company has granted additional 1,95,000, 4,65,000, 72,20,000. 3,35,000, 1,50,000, 5,25,000 and 1,84,300 options to employees during the year 2021-22, 2020-21, 2019-20, 2018-19, 2017-18, 2016-17 and 2015-16 respectively.
The options vest in the following manner:
4,304,600 Options (Option Plan I): 3/5th of the options vest at the end of one year from the date of grant. The remaining 2/5th vests at the end of every half year during second and third years from the date of grant in four equal instalments
6,612,700 Options (Option Plan II): 2/5th of the options vest at the end of one year from the date of grant. The remaining 3/5th vests at the end of every half year during second, third and fourth years in six equal instalments
4,027,800 Options (Option Plan III): 2/5th of the options vest at the end of two years from the date of grant. The remaining 3/5th vests at the end of every half year during third, fourth and fifth years in six equal instalments.
The execrcise period of ASOP’s issued during the years 2015 and 2016 which have already vested as on March 31, 2022 ,has been extended by 2 and 1 more year respectively in previous financial year from the actual exercise period provided at the time of issue. The summary of modification is as follows:
No of options (Vested and Not Exercised) as on March 31, 2022) | | | Original Exercise period | | Revised Exercise period |
| | 14,53,178 | | | 19-Jan-21 | | 19-Jan-23 |
| | 15,900 | | | 23-Apr-21 | | 23-Apr-23 |
| | 5,000 | | | 19-Oct-22 | | 19-Oct-23 |
The stock options can be exercised within a period of twelve months from the date of last vesting.
As the number of stock options and the price of those options were made known to each allottee, the Plan has been considered as a fixed price grant. Stock option activity under the ASOP 2014 and ASOP 2007 Plan is as follows:
| No. of options granted, exercised and forfeited | | Number of
options | | | Weighted
average
exercise
price in ₹ | | | Number of
options | | | Weighted
average
exercise
price in ₹ | | | Number of
options | | | Weighted
average
exercise
price in ₹ | |
| | | 2022 | | | 2022 | | | 2021 | | | 2021 | | | 2020 | | | 2020 | |
| Outstanding at the beginning of the year | | | 7,780,278 | | | | 86.13 | | | | 11,056,100 | | | | 70.90 | | | | 4,588,300 | | | | 78.84 | |
| Granted during the year | | | 195,000 | | | | 146.23 | | | | 465,000 | | | | 118.05 | | | | 7,220,000 | | | | 89.55 | |
| Forfeited during the year | | | (238,000 | ) | | | 85.24 | | | | (726,000 | ) | | | 81.43 | | | | (673,300 | ) | | | 67.55 | |
| Expired during the year | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Exercised during the year | | | (504,300 | ) | | | 85.24 | | | | (3,014,822 | ) | | | 81.43 | | | | (78,900 | ) | | | 67.55 | |
| Outstanding at the end of the year | | | 7,232,978 | | | | 87.82 | | | | 7,780,278 | | | | 86.13 | | | | 11,056,100 | | | | 70.90 | |
| Exercisable at the end of the year | | | 8,771,360 | | | | 87.82 | | | | 6,582,070 | | | | 81.99 | | | | 4,281,090 | | | | 77.92 | |
The fair value of stock options granted has been measured using the Black Scholes model at the date of the grant. The Black Scholes model includes assumptions regarding dividend yields, expected volatility, expected term (or “option life”) and risk free interest rates. In respect of the options granted, the expected term is estimated based on the vesting term, contractual term as well as expected exercise
behaviour
of the employees receiving the option. Expected volatility of the option is based on historical volatility, during a period equivalent to the option life, of the observed market prices of the Company’s publicly traded equity shares. Share prices for the year 2011-12 have been eliminated in determining volatility as there had been extra ordinary price movements during the said period on account of capital infusion by promoters. Dividend yield of the options is based on the recent dividend activity. Risk-free interest rates are based on the Government securities yield in effect at the time of the grant. These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside the Company’s control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Further, if management uses different assumptions in the future periods, stock compensation expense could be materially impacted in future years.
The estimated fair value of stock options is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award were, in substance, multiple awards.
A summary of information about fixed price stock options outstanding with respect to ASOP 2014 is furnished below:
| As at | | Range of exercise price in ₹ | | Number
outstanding on
March 31 | | | Weighted
average
exercise price | | | remaining
contractual life | | | | | | |
| March 31, 2022 | | 57.66-230.97 | | | 7,232,978 | | | | 87.82 | | | 0.8-4.58 Years | | | 8,771,360 | | | | 87.82 | |
| March 31, 2021 | | 57.66 - 152.56 | | | 7,780,278 | | | | 86.13 | | | 0.55 - 4.83 years | | | 6,582,070 | | | | 86.13 | |
| March 31, 2020 | | 57.66 - 146.23 | | | 11,056,100 | | | | 70.90 | | | 0.80 - 4.84 years | | | 4,281,090 | | | | 70.90 | |
The assumptions used in Black Scholes model to arrive at the fair value on grant date for the options granted during the year are summarised below:
| Grant date | | May 7, 2021 | | Oct 28, 2021 |
| Category | | Category III | | Category III |
| Current market price | | 208.7 | | 256.64 |
| Exercise price | | 187.83 | | 230.97 |
| Expected term | | 2-5 years | | 2-5 years |
| Volatility | | 75.63% to 157.41% | | 57.76% to 115.02% |
| Dividend yield | | 12% | | 12% |
| Discount rate | | 1% | | 1% |
| | Financial income and expense |
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Interest income on bank deposits | | | | | | | | | | | | |
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Interest expense on lease obligations | | | | | | | | | | | | |
Bank charges (including letter of credit,bill discounting and buyer’s credit charges) | | | | | | | | | | | | |
Interest expense on borrowings | | | | | | | | | | | | |
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Net finance income / (expense) recognized in profit or loss | | | | | | | | | | | | |
The calculation of basic earnings per share for the years ended March 31, 2022, 2021 and 2020 is based on the profit / (loss) attributable to ordinary shareholders of ₹1,257,945, ₹1,531,862 and ₹ 705,377 respectively and a weighted average number of shares outstanding of 182,468,672, 179,533,536 and 179,180,285 respectively, calculated as follows:
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Weighted average number of shares – basic | | | | | | | | | | | | |
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Weighted average number of shares – diluted | | | | | | | | | | | | |
Diluted earnings per share | | | | | | | | | | | | |
Weighted average number of ordinary shares basic
| | | |
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Issued fully paid ordinary shares on April 01 | | | | | | | | | | | | |
Effect of shares issued on exercise of stock options | | | | | | | | | | | | |
Effect of partly paid shares | | | | | | | | | | | | |
Weighted average number of equity shares and equivalent shares outstanding | | | | | | | | | | | | |
Weighted average number of ordinary shares diluted
| | | |
| | | | | | | | | |
Weighted average number of ordinary shares (basic) | | | | | | | | | | | | |
Effect of stock options (Note 1) | | | | | | | | | | | | |
Weighted average number of equity shares outstanding (diluted) | | | | | | | | | | | | |
| | |
| | The Group has issued Associated Stock Options (ASOP 2014 - Refer Note 27) of which 7,232,978 options are outstanding as of March 31, 2022. These could potentially dilute basic earnings per share in the future. |
The operating segments of the Group are as under:
Network-centric services -
The Network services consist of network services addressing the domestic connectivity needs of Indian enterprises and international inward and outward connectivity needs of International Enterprises. The services include a comprehensive range of Internet protocol based Virtual Private Network, offerings, including intranets, extranets, and remote access applications to both small and large corporate customers. The Group provides MPLS-enabled IP VPN’s through entire network. The Group also provides last mile connectivity to customers.
The cable landing station and investment in submarine cable consortium are other assets extended to international partners for international inward and outward connectivity needs. The cable landing station currently lands 2 major submarine cables; namely Gulf Bridge International (GBI) and the Middle Eastern and North African cable (MENA)
The Group operates 11 Concurrently Maintainable Data Centers, of which six are located in Mumbai (Bombay), one each at Noida (Delhi), Chennai (Madras), Bengaluru, Kolkata and Hyderabad to host mission-critical applications. The Group offers co-location services which allow customers to bring in their own rack-mountable servers and house them in shared racks or hire complete racks, and even rent ‘secure cages’ at the hosting facility as per their application requirements. It also offers a wide variety of managed hosting services, such as storage, back-up and restoration, performance monitoring and reporting hardware and software procurement and configuration and network configuration under this business line.
The Group offers following services under Digital Services segment:
On-demand hosting (cloud) services offer end-customers with the solutions to Enterprises. On-demand cloud services giving companies the option to “pay as you go” basis.
Remote and Onsite Infrastructure Management services which provide management and support of customer operating systems, applications, and database layers.
Network Operations Center (NOC) services, managed SDWAN and managed Wi-Fi solutions.
Data Centre Build, Network Integration, Information security and End User computing.
Web-applications which include sales force automation, supply chain management, intranet and extranets, workflow engine and knowledge management systems.
Online portals, such as
www.sify.com with content on technology and food (Sify Bawarchi).
The Group also offers value-added services to organizations such as website design, development, content management, digital certification services, Online assessment tools, search engine optimization, including domain name management, secure socket layer (SSL) certificate for websites, and server space in required operating system and database. It provides messaging and collaboration services and solutions such as e-mail servers, LAN mail solutions, anti-spam appliances, bulk mail services, instant messaging, and also offer solutions and services to enable data and access security over the Internet, Infrastructure-based services on demand, including on-line testing engine and network management. On-line testing services include test management software, required servers and proctored examination facilities at Sify’s franchisee points. On-line exam engine offered allows a secure and flexible way of conducting examinations involving a wide range of question patterns.
The Chief Operating Decision Maker (“CODM”), i.e., The Board of Directors and the senior management, evaluate the Group’s performance and allocate resources to various strategic business units that are identified based on the products and services that they offer and on the basis of the market served. The measure of profit / loss reviewed by the CODM is “Earnings/loss before interest, taxes, depreciation and amortization” also referred to as “segment operating income / loss”. Revenue in relation to segments is categorized based on items that are individually identifiable to that segment.
Bandwidth costs, which form a significant part of the total expenses, is allocated to Network Services. Manpower costs of Technology resources rendering services to support Infrastructure operations, Managed services and Application services, are identified to respective operating segments specifically. The Group believes that the resulting allocations are reasonable.
Certain expenses, such as depreciation, technology infrastructure and administrative overheads, which form a significant component of total expenses, are not allocable to specific segments as the underlying services are used interchangeably. Management believes that it is not practical to provide segment disclosure of these expenses and, accordingly, they are separately disclosed as “unallocated” and adjusted only against the total income of the Group
.
The Group’s operating segment information for the years ended March 31, 2022, 2021 and 2020, are presented below:
Year ended March 31, 20
22
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| Allocated segment expenses | | | | | | | | | | | | | | | | |
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Segment operating income / (loss) | | | | | | | | | | | | | | | | |
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Support Service Unit Costs | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | | | | | | | | | | | | | | |
Other income / (expense), net | | | | | | | | | | | | | | | | |
| Finance income | | | | | | | | | | | | | | | | |
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| Profit / (loss) before tax | | | | | | | | | | | | | | | | |
Income tax (expense) / benefit | | | | | | | | | | | | | | | | |
Profit / (loss) for the year | | | | | | | | | | | | | | | | |
Year ended March 31, 20
21
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Allocated segment expenses | | | | | | | | | | | | | | | | |
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Segment operating income / (loss) | | | | | | | | | | | | | | | | |
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Support Service Unit Costs | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | | | | | | |
Other income / (expense), net | | | | | | | | | | | | | | | | |
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Profit / (loss) before tax | | | | | | | | | | | | | | | | |
Income tax (expense) / benefit | | | | | | | | | | | | | | | | |
Profit / (loss) for the year | | | | | | | | | | | | | | | | |
Year ended March 31, 20
20
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Allocated segment expenses | | | | | | | | | | | | | | | | |
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Segment operating income / (loss) | | | | | | | | | | | | | | | | |
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Support Service Unit Costs | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | | | | | | |
Other income / (expense), net | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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Profit / (loss) before tax | | | | | | | | | | | | | | | | |
Income tax (expense) / benefit | | | | | | | | | | | | | | | | |
Profit / (loss) for the year | | | | | | | | | | | | | | | | |
The Group has two geographic segments India and rest of the world. Revenues from the geographic segments based on domicile of the customer are as follows:
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| | | | | | | | | | | | |
Year ended March 31, 2022 | | | | | | | | | | | | |
Year ended March 31, 2021 | | | | | | | | | | | | |
Year ended March 31, 2020 | | | | | | | | | | | | |
The Group does not disclose information relating to non-current assets located in India and rest of the world as the necessary information is not available and the cost to develop it would be excessive.
During the year under review revenue from one customer of the Group's Data center services segment is ₹ 3,038 million which is more than 10% of the Group's total revenue.
| | Claims against the Group not acknowledged as debts include demands from Indian Income Tax authorities for payment of tax amounting to ₹ Nil (previous year: ₹ Nil). |
| | Contingencies due to certain Service Tax claims as at March 31, 2022 amounted to ₹ 416 million (previous year: ₹ 416 million) |
| | Contingencies due to certain Sales Tax claims as at March 31, 2022 amounted to ₹ 226 million (previous year: ₹ 9 million). |
| | The Group is subject to legal proceedings and claims which are arising in the ordinary course of business. The management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have material and adverse effect on the Group's results of operations or financial conditions. |
| The Debenture Subscription Agreement (DSA) between Sify Infinit Spaces Limited (SISL) and Kotak Special Situations Fund (KSSF) is supplemented by a Put Option Agreement with the Company to ensure KSSF has protective rights in case there is contract breach or conditions for conversion is not met over the term of the CCD instrument. The Company shall repay KSSF based on agreed equity valuation when the protective rights are exercised. |
| The Group has entered into a contract with Emirates Integrated Telecom (‘the Emirates’) for the construction and supply of undersea cable capacity from the Europe India Gateway. As per the contract with Emirates, the Group is required to pay its share of decommissioning costs, if any, that may arise in the future. No provision has been made by the Group for such decommissioning costs as the amount of provision cannot be measured reliably as of March 31, 2022. The capacity under the mentioned facility would be upgraded over a period of time. |
Export obligation under EPCG : Effective 2012-13, the Company has participated in the Export Promotion Capital Goods Scheme (“the scheme”) under which capital equipment’s are permitted to be imported against a specific license at a substantially reduced customs duty, subject to fulfilment of obligation to export services rendered by use of capital equipment imported under the scheme to the extent of over 6 times the value of duty saved over a period of 6 years from the date of obtaining the license. In case of failure to meet the export obligation, the company would be liable to pay the difference between the normal duty and the duty saved under the scheme along with interest.
As of March 31, 2022, the company is holding 27 (previous year : 53) licenses with a corresponding export obligation of ₹ 2,453 million (previous year : ₹ 4,404 million). Considering the track record of the exports, the Company believes it would be able to meet the export obligation within the time frame and would not be exposed to any liability on account of the above scheme. Legal proceedings
a) Proceedings before Department of Telecommunication
DoT had issued separate licenses to Sify Technologies Ltd (Sify) for providing Internet, National Long Distance & International Long Distance services.. The license fee was payable to the DoT on the Adjusted Gross Revenue (AGR) as per the terms of each license. Sify has been regularly paying license fee on the revenue arising out of services as per the license conditions.
DoT has raised demands on service providers providing Internet, NLD, ILD services etc. demanding license fee on the revenue made by the service providers from other business income such as Data Centre, Cloud, application services, power, gas, etc. DoT contended that all the income of the company irrespective of the business was required to be considered as part of 'income' for the purpose of calculation of the license fee. The company filed a Writ Petition before Hon’ble Madras High Court challenging the demand made by DoT on the Income accruing from other business units and the demands have been stayed by the Court. The case is pending for final hearing.
The Service providers which had different license conditions for ISP, NLD & ILD and having revenue from other business units approached the Hon’ble Supreme Court stating that Hon’ble Supreme Court judgement dated 24.10.2019 on the access Telecom Service Providers is not applicable to other services providers as license conditions were different from the Access Telecom Service Providers. The Hon’ble Supreme Court observed that if the license conditions of Other Service Providers including ISP, NLD & ILD are different from the license conditions of the Mobile Access Providers, then the other service providers should adjudicate the license fee issue before the appropriate forum. Meanwhile DoT withdrew the demands against Public Sector Undertaking on account of different license conditions.
The Company which had approached Hon’ble High Court of Madras (Court) in 2013 by filing a writ petition prohibiting Department of Telecommunications (DOT) from levying a license fee on non-licensed activities obtained stay of the demands. The Hon’ble Court restrained DoT from recovering the license fee in respect of non- telecom activities and the case is pending for hearing.
The Company believes that it has adequate legal defenses against the demand raised by DoT and that the ultimate outcome of these actions will not have a material adverse effect on the Company's financial position and result of operations. ISPAI, association representing the internet service providers including the company issued a letter to DoT stating that the Hon’ble Supreme Court judgement dated 24.10.2019 is not applicable to Internet Service Providers and the license conditions are different.
The Company which had received notices for earlier years from DoT claiming License fee on the total Income (including income from Non Licensed activities) has already responded to these notices stating that license fees are not payable on income from non-licensed activities. The Company believes that it has adequate legal defenses against these notices and that the ultimate outcome of these actions may not have a material adverse effect on the Company's financial position and result of operations.
DoT in its written submission made before the Hon’ble Supreme Court had clearly mentioned that non telecom revenue would stand excluded from the purview of the gross revenue . In 2017, the Hon’ble Tripura High Court held that Service Providers are not liable to pay license fee on the income accruing from other businesses.
(ii) The present license for ISP under Unified License issued by DOT on June 2, 2014 provides for payment of License fee on pure internet services. However, the Company through Internet Service Providers Association of India (ISPAI) challenged the said clause before TDSAT and has not made payment in this regard. TDSAT setaside the demand made by the DoT and passed the order in favour of the ISP. DoT has challenged the Order of the TDSAT and the appeal is pending before Supreme Court. The Company has appropriately accounted for any adverse effect that may arise in this regard in the books of account. However TDSAT by its order dated 18.10.2019 held that license fee is not chargeable on the Internet Service Providers.
(iii) TDSAT has by its Order dated 28.02.2022 quashed the demands made by DoT seeking license fee, interest on license fee, penalty & interest on penalty on the revenue accruing from other businesses other than the licensed based activities from 2005-06 onwards. Sify has been paying AGR on the licensed based activiites and challenged the demands made by DoT on the revenue arising from other business activities (Non-licensed businesses) and the petitions are pending before Madras High Court.
Supreme Court had by its Order dated 10.06.2020 in a similar case relating to PSUs accepted the stand of the DoT that these licenses are different and the judgement of 24.10.2019 could not be made the basis for raising demands as they are not in the actual business of providing Mobile Services to the general public. Sify also has licenses similar to that. TDSAT also held that there is no scope to differentiate between 2 sets of licensees (PSU & Others) having same or similar licenses only on the basis of ownership, private or public. The statutory rights and liabilities must remain the same for both the classes in so far as they arise from the licenses/agreements under consideration.
b) The company is party to additional legal actions arising in the ordinary course of business. Based on the available information as at March 31, 2022, the Company believes that it has adequate legal
defenses
for these actions and that the ultimate outcome of these actions will not have a material adverse effect [the maximum financial exposure would be ₹ 113 million (previous year: ₹ 113 million)] on the Company's financial position and results of operations.
c) The Company has received an order passed under section 7A of the Employees Provident Fund & Miscellaneous Provisions Act, 1952 from Employees Provident Fund Organisation (EPFO) claiming provident fund contribution aggregating to ₹ 6 million on special allowances paid to employees. The company has filed a writ petition before High court of Madras and obtained the stay of demand. In February 2019, the Supreme Court held, in a similar case, that Special allowances paid by the employer to its employee will be included in the scope of basic wages and subject to provident fund contribution. However, the Supreme Court has not fixed the effective date of order.
d) During the FY 2019-20, Directorate General of Goods and Services Tax Intelligence (DGGI) did an inspection based on the analysis of service tax returns filed by the company in the past. The company has been categorising services relating to e-Learning and Infrastructure Management Services provided to foreign customers billed in convertible foreign currency under OIDAR services while filing its half-yearly service tax return. However, based on the Place of Provision of Services Rules then applicable under the Finance Act, 1994, Service Tax has to be paid for OIDAR services provided to foreign customers even if the conditions for qualifying as export of services are met. Hence, the DGGI contended that Service Tax should be paid on the services classified as OIDAR services in the returns. The total contended during the period April 2014 to November 2016 of Service Tax was ₹ 161 million and the Interest & Penalty as applicable. The company believes that the services relating to e-learning and infrastructure management services will not fall under OIDAR services and also the activities covered under E-learning and IMS does not meet the conditions for taxation under the provisions applicable as OIDAR and hence there is no liability. However, during the investigation, the Company has paid ₹ 646 under protest to continue the proceeding with the relevant adjudicating authorities. Thereafter, the DGGI has issued Show Cause Notice and the company has replied on the same. The matter is pending with the Adjudicating Authority. The company believes that no provision is required to be made against this demand.
| | Related party transaction: |
The related parties where control / significant influence exists are subsidiaries and associates. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director whether executive or otherwise. Key management personnel include the board of directors and other senior management executives. The other related parties are those with whom the Group has had transaction during the years ended March 31, 2022, 2021 and 2020 are as follows:
| | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | |
| Infinity Satcom Universal Private Limited | | | India | | | | | | | | | |
| Raju Vegesna Infotech & Industries Private Limited (Subsidiary of Infinity Satcom Universal Private Limited) | | | India | | | | | | | | | |
| Ramanand Core Investment Company Private Limited (Subsidiary of Raju Vegesna Infotech & Industries Private Limited) | | | India | | | | | | | | | |
| | | | | | | | | | | | |
| Sify Technologies (Singapore) Pte. Limited | | | Singapore | | | | 100 | | | | 100 | |
| Sify Technologies North America Corporation | | | USA | | | | 100 | | | | 100 | |
| Sify Data and Managed Services Limited | | | India | | | | 100 | | | | 100 | |
| Sify Infinit Spaces Limited | | | India | | | | 100 | | | | 100 | |
| Sify Digital Services Limited | | | India | | | | 100 | | | | | |
| Print House (India) Private Limited | | | India | | | | 100 | | | | | |
| | | India | | | | | | | | | |
| Raju Vegesna Foundation | | | | | | | | | | | | |
The following is a summary of the related party transactions for the year ended March 31, 2022:
| | | | | | | | | | | | |
Consultancy services received | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Salaries and other short term benefits* | | | | | | | | | | | | | | | | |
Contributions to defined contribution plans* | | | | | | | | | | | | | | | | |
Share based payment transactions* | | | | | | | | | | | | | | | | |
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Preference shares issued# | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Amount of outstanding balances | | | | | | | | | | | | | | | | |
Advance lease rentals and refundable deposits made** | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The following is a summary of the related party transactions for the year ended March 31, 2021:
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| | | | | | | | | | | | |
Consultancy services received | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Salaries and other short term benefits* | | | | | | | | | | | | | | | | |
Contributions to defined contribution plans* | | | | | | | | | | | | | | | | |
Share based payment transactions* | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Preference shares issued# | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Amount of outstanding balances | | | | | | | | | | | | | | | | |
Advance lease rentals and refundable deposits made** | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The following is a summary of the related party transactions for the year ended March 31, 2020:
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Consultancy services received | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Salaries and other short term benefits | | | | | | | | | | | | | | | | |
Contributions to defined contribution plans | | | | | | | | | | | | | | | | |
Share based payment transactions | | | | | | | | | | | | | | | | |
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Amount of outstanding balances | | | | | | | | | | | | | | | | |
Advance lease rentals and refundable deposits made** | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
* Represents salaries and other benefits of Key Management Personnel comprising of Mr. Kamal Nath - Chief Executive Officer (Sify Technologies Limited), Mr. M P Vijay Kumar - Chief Financial Officer and Mr. C R Rao - Chief Operating Officer.
**During the year 2011-12, the Group had entered into a lease agreement with M/s Raju Vegesna Infotech and Industries Private Limited, the holding Group, to lease the premises owned by it for a period of three years effective February 1, 2012 on a rent of ₹ 0.075 million per month. Subsequently, the Group entered into an amendment agreement with effect from April 1, 2013, providing for automatic renewal for a further period of two blocks of 3 years with an escalation of 15% on the last paid rent after the end of every three years. Subsequently on account of expiry of the said agreement, the Group entered into a fresh agreement for a period of three years effective February 01, 2021 on a rent of ₹ 0.114 million per month.
During the year 2011-12, the Group had also entered into a lease agreement with M/s Raju Vegesna Developers Private Limited, a Group in which Mr Ananda Raju Vegesna, Executive Director of the Group and Mr Raju Vegesna, Chairman and Managing director of the Group exercise significant influence, to lease the premises owned by it for a period of
three years effective February 1, 2012 on a rent of ₹ 0.030 million per month. The agreement provides for the automatic renewal for further period of two blocks of 3 years with an escalation of
15
% on the last paid rent after the end of every three years. Subsequently on account of expiry of the said agreement, the Group entered into a fresh agreement for a period of
three years effective February 01, 2021 on a rent of ₹ 0.046 million per month.
During the year 2010-11, the Group had entered into a lease agreement with Ms Radhika Vegesna, daughter of Mr Anand Raju Vegesna, Executive Director of the Group, to lease the premises owned by her for a period of three years effective June 1, 2010 on a rent of ₹ 0.3 million per month and payment of refundable security deposit of ₹ 2.6 million. This arrangement will automatically be renewed for a further period of two blocks of three years with all the terms remaining unchanged. Subsequently on account of expiry of the said agreement, the Group entered into a fresh agreement for a period of three years effective June 1, 2019 on a rent of ₹ 0.556 million per month and payment of additional refundable security deposit of ₹ 3 million. This arrangement will automatically be renewed for a further period of two blocks of three years with all the terms remaining unchanged.
# ₹ 500 million towards Cumulative Non-convertible Redeemable preference shares issued by Print house (India) Private limited to Ramanand Developers private limited with the tenure of 20 years from the date of allotment which will carry a preferential dividend of 9% per annum, payable till redemption.
Financial instruments by category
The carrying value and fair value of financial instruments by each category as of March 31, 2022 were as follows:
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|
| Financial
assets /
liabilities
at
FVTPL | | | |
|
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Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
The carrying value and fair value of financial instruments by each category as of March 31, 2021 were as follows:
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|
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|
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|
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Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Details of financial assets hypothecated as collateral
The carrying amount of financial assets as at March 31, 2022 and 2021 that the Group has provided as collateral for obtaining borrowings and other facilities from its bankers are as follows:
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Cash and cash equivalents | | | | | | | | |
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Derivative financial instruments
Foreign exchange forward contracts and options are purchased to mitigate the risk of changes in foreign exchange rates associated with certain payables, receivables and forecasted transactions denominated in certain foreign currencies. These derivative contracts do not qualify for hedge accounting under IFRS 9 and are initially recognized at fair value on the date the contract is entered into and subsequently re-measured at their fair value. Gains or losses arising from changes in the fair value of the derivative contracts are recognized immediately in profit or loss. The counterparties for these contracts are generally banks or financial institutions. The following table gives details in respect of the notional amount of outstanding foreign exchange contracts as at March 31, 2022 and 2021.
The Company recognized a net gain on the forward contracts of ₹ 2,206 (March 31, 2021: ₹ 13,687 – Net Loss) for the year ended March 31, 2022.
The forward exchange contracts and option contracts mature between one and twelve months. The table below summarizes the notional amounts of derivative financial instruments into relevant maturity groupings based on the remaining period as at the end of the year:
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Later than one month and not later than three months | | | | | | | | |
Later than three months and not later than six months | | | | | | | | |
Later than six months and not later than one year | | | | | | | | |
The Group has entered into Cross Currency Swaps in order to hedge the cash flows arising out of the Principal and Interest payments of the underlying External Commercial Borrowing denominated in USD. The period of the swap contracts is co terminus with the period of the underlying ECB. As per the terms of the arrangement, the Company shall pay INR fixed and receive fixed USD principal and interest cash flows during the term of the contract. The swap arrangement is marked to market at the end of every period and losses are recognised in the Statement of Income. The swap contracts outstanding balances as on March 31, 2022 and March 31, 2021 is as follows.
| | Value of the outstanding INR | | | | | | Mark to Market losses/ (gain) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Value of the outstanding INR | | | | | | Mark to Market losses/ (gain) | |
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The maturity of these contracts extends for five years and six months. The table below summarizes the cash flows (principal) of these derivative financial instruments into relevant maturity groupings based on the remaining period as at the end of the year:
The Group recognized a net loss on the cross currency swaps of ₹ Nil [Previous year : ₹ Nil for the year ended March 31, 2022.
The Group has entered into Interest Rate Swaps in order to hedge the cash flows arising out of the Interest payments of the underlying ECB. The period of the swap contract is co terminus with the period of the underlying ECB. As per the terms of the arrangement, the Company shall pay fixed rate of interest (8.9%) and receive variable rate of interest equal to LIBOR + 2.5% on notional amount. The swap arrangement is marked to market at the end of every period and losses are recognised in the Statement of income.
The maturity of these contracts extends for five years and six months. The table below summarizes the cash flows (interest) of these derivative financial instruments into relevant maturity groupings based on the remaining period as at the end of the year:
* Amount below rounding off norm adopted by the Group
Total notional amount outstanding as of March 31, 202
2
is US $ 4,500 (March 31, 20
21
: US $ 2,000)
.
Net gain on account of interest rate swaps amount to ₹ 16,879
for the year ended March 31, 202
2
(March 31, 20
21
: ₹ 8,079 – Net loss).
The details of assets and liabilities that are measured on fair value on recurring basis are given below:
| | Fair value as of March 31, 2022 | | | Fair value as of March 31, 2021 | |
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Derivative financial assets – gain on outstanding forward/options contracts | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial liabilities – loss on outstanding forward/options contracts | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial liabilities - loss on outstanding cross currency swaps | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative financial liabilities - loss on outstanding interest rate swaps | | | | | | | | | | | | | | | | | | | | | | | | |
| | Level 1 – unadjusted quoted prices in active markets for identical assets and liabilities. |
| | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
| | Level 3 – unobservable inputs for the asset or liability. |
Interest income/ (expenses), gains/ (losses) recognized on financial assets and liabilities
Recognized in profit or loss
| | | |
| | | | | | | | | |
Financial assets at amortised cost | | | | | | | | | | | | |
Interest income on bank deposits | | | | | | | | | | | | |
Interest income from other financial assets | | | | | | | | | | | | |
Impairment loss of trade receivables | | | | | | | | | | | | |
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Financial assets at fair value through profit or loss | | | | | | | | | | | | |
Net change in fair value of derivative financial instruments gain/(loss) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Financial liabilities at amortised cost | | | | | | | | | | | | |
Interest expenses on lease obligations | | | | | | | | | | | | |
Interest expenses on borrowings from banks, others and overdrafts | | | | | | | | | | | | |
| | Financial Risk Management |
The Group has exposure to the following risks from its use of financial instruments:
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market conditions and the Group’s activities. The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the risk management framework. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
Credit risk
: Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s trade receivables, treasury operations and other activities that are in the nature of leases.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Management considers that the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less of an influence on credit risk.. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of the customers to which the Company grants credit terms in the normal course of the business. The expected credit loss over life time of the asset is after consideration of current economic conditions prevailing on the date of approval of financial statements taking into account impact of global health pandemic COVID 19. The actual impact could be different.
Cash and cash equivalents and other investments
In the area of treasury operations, the Group is presently exposed to counter-party risks relating to short term and medium term deposits placed with public-sector banks, and also to investments made in mutual funds.
The Chief Financial Officer is responsible for monitoring the counterparty credit risk and has been vested with the authority to seek Board’s approval to hedge such risks in case of need.
The gross carrying amount of financial assets, net of any impairment losses recognized represents the maximum credit exposure. The maximum exposure to credit risk as of March 31, 2022 and 2021 was as follows:
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Cash and cash equivalents | | | | | | | | |
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Impairment for financial assets
Allowances for impairment for trade receivables have been provided based on Expected Credit Loss Method adopting a simplified approach provided in IFRS 9. The aging analysis of trade receivables has been considered from the date of invoice. The ageing of trade receivables, net of allowances, is given below:
See note 13 for the activity in the allowance for impairment of trade account receivables.
Liquidity risks
: Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations. In addition, the Group has concluded arrangements with well reputed Banks, and has unused lines of credit that could be drawn upon should there be a need. The Company is also in the process of negotiating additional facilities with Banks for funding its requirements.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
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Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
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Non-derivative financial liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
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Market risk:
Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The Group is exposed to market risk primarily related to foreign exchange rate risk (currency risk), interest rate risk and the market value of its investments. Thus the Group’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.
Currency risk
: The Group’s exposure in US $, Euro and other foreign currency denominated transactions gives rise to Exchange Rate fluctuation risk. Group’s policy in this regard incorporates:
| | Forecasting inflows and outflows denominated in US$ for a twelve-month period |
| | Estimating the net-exposure in foreign currency, in terms of timing and amount |
| | Determining the extent to which exposure should be protected through one or more risk-mitigating instruments to maintain the permissible limits of uncovered exposures. |
| | Carrying out a variance analysis between estimate and actual on an ongoing basis and taking stop-loss action when the adverse movements breach the 5% barrier of deviation, subject to review by Audit Committee. |
The Group’s exposure to foreign currency risk as of March 31, 2022 was as follows:
All amounts in respective currencies as mentioned (in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Net balance sheet exposure | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Group’s exposure to foreign currency risk as of March 31, 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net balance sheet exposure | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All amounts in respective currencies as mentioned (in thousands)
A 10% strengthening of the rupee against the respective currencies as of March 31,
2022
and 2021 would have increased / (decreased) other comprehensive income and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
The analysis is performed on
the same basis for 20
21
.
| | Other comprehensive
income | | | | |
| | | | | | | | |
| | | | | | | | |
A 10% weakening of the rupee against the above currencies as of March 31, 2022 and 2021 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Interest Rate Risk:
Interest rate risk is the risk that an upward movement in interest rates would adversely affect the borrowing costs of the group.
At the reporting date the interest rate profile of the Group’s interest –bearing financial instruments were as follows:
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- Fixed deposits with banks | | | | | | | | |
- Investment in debt securities | | | | | | | | |
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Variable rate instruments | | | | | | | | |
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| | | | | | | | |
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Fair value sensitivity for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity for variable rate instruments
An increase of 100 basis points in interest rates at the reporting date would have increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis has been performed on the same basis as 20
20
.
A decrease of 100 basis points in the interest rates at the reporting date would have had equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.
| | Issue of shares on a private placement basis to the existing promoter group |
On August 4, 2010, the Board of Directors of the Group proposed the issuance, in a private placement, of upto an aggregate of 12,50,00,000 of the company’s equity shares, par value ₹10 per share (“Equity shares”), for an aggregate purchase price of ₹ 40,000, to a group of investors affiliated with the Group’s promoter, including entities affiliated with Mr Raju Vegesna, the Group’s Chairman and Managing Director and Mr Ananda Raju Vegesna, Executive Director and brother of Mr Raju Vegesna (the “Offering”). The company’s shareholders approved the terms of the Offering at the Company’s Annual General Meeting held on September 27, 2010.
On October 22 2010, the company entered into a Subscription Agreement with Mr Ananda Raju Vegesna, acting as representative of the acquirers in connection with the offering. Accordingly, the company issued 12,50,00,000 equity shares to Raju Vegesna Infotech and Industries Private Limited, a company affiliated with the promoter group on October 30, 2010. The above shares were subsequently transferred by Raju Vegesna Infotech & Industries Private Limited to Ramanand Core Investment Company Private Limited.
On August 14, 2011, the Company received a letter from RVIIPL expressing its intention to transfer the above partly paid shares to its wholly owned subsidiary M/s Ramanand Core Investment Company Private limited (“RCICPL”). The Company, on August 26, 2011, registered such transfer of partly paid shares in the name of RCICPL.
On September 7, 2011, the parties entered into an amendment to the Subscription Agreement (the “Amendment”) extending the validity of the agreement period to September 26, 2013. This Amendment provides the Board of Directors of the Company with additional time to call upon the purchasers to pay the balance money, in accordance with the terms of the Subscription Agreement.
During the year ended March 31, 2019, the Company has called–up and received a sum of ₹ 10 per share and hence the shares have become fully paid up.
As of March 31, 2022, entities affiliated with our CEO, Chairman and Managing Director, Raju Vegesna, beneficially owned approximately
84.30%
of our outstanding equity shares.
| | Corporate Social Responsibility (CSR) expenditure |
Section 135 of the Companies Act, 2013, requires Company to spend towards Corporate Social Responsibility (CSR).
The Company is expected to spend ₹
28,620
towards CSR in compliance of this requirement. A sum of ₹
28,620
has been spent during the current year towards CSR activities as per details given below.
| | | | | | |
| | | | | | |
VIRRD Trust, Dwarakha Tirumala | | | | | | | | |
Voluntary Health Services Hospital, Taramani | | | | | | | | |
Raju Vegesna Foundation, Visakapatanam | | | | | | | | |
Shree Anand Charitable Trust, Mumbai | | | | | | | | |
Sri Hanuman Mani Education & Culture Trust | | | | | | | | |
Dr Ambedkar Yuvajana Sangham Trust | | | | | | | | |
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The Group's capital comprises equity share capital, share premium, and other equity attributable to equity holders. The primary objective of Group's capital management is to maximize shareholders value. The Group manages its capital and makes adjustment to it in light of the changes in economic and market conditions. The Group does so by adjusting dividend paid to shareholders. The total capital as on March 31, 202
2
is ₹ 14,474,131 (Previous Year: ₹ 13,165,475
)
. No changes were made in the objectives, policies or processes for managing capital of the Group during the current and previous year.
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on October 17, 2007 and incorporated herein by reference. |
| | | |
| | Previously filed as an exhibit to Amendment No. 1 to the Registration Statement on Form F-1 filed with the Commission on October 4, 1999 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on October 17, 2007 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Registration Statement on Form F-6 filed with the Commission on May 11, 2009 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Annual Report on Form 20-F filed with the Commission on June 29, 2004 and incorporated herein by reference. |
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| | Previously filed as an exhibit to Amendment No. 2 to the Registration Statement on Form F-1 filed with the Commission on October 13, 1999 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on November 30, 2004 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on November 21, 2005 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on December 7, 2005 and incorporated herein by reference. |
| | | |
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on December 23, 2005 and incorporated herein by reference. |
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| | Previously filed as an exhibit to the Annual Report on Form 20-F filed with the Commission on June 30, 2006 and incorporated herein by reference. |
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on April 14, 2008 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 20-F filed with the Commission on October 11, 2008 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on January 23, 2009 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on November 15, 2010 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 6-K filed with the Commission on September 8, 2011 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 20-F filed with the Commission on June 19, 2015 and incorporated herein by reference. |
| | |
| | Previously filed as an exhibit to the Report on Form 20-F filed with the Commission on June 10, 2022 and incorporated herein by reference. |
The Company hereby certifies that it meets all of the requirements for filing this Amendment No.1 on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this amendment to the Annual Report on its behalf.
| SIFY TECHNOLOGIES LIMITED |
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