Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 09, 2017 | Sep. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Majesco | ||
Entity Central Index Key | 1,626,853 | ||
Trading Symbol | mjco | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 36,509,575 | ||
Entity Public Float | $ 23,772,000 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 11,635 | $ 5,520 |
Short term investments | 829 | 634 |
Restricted cash | 53 | 257 |
Accounts receivables, net | 12,227 | 22,503 |
Unbilled accounts receivable | 8,563 | 7,379 |
Deferred income tax assets | 2,018 | 1,847 |
Prepaid expenses and other current assets | 5,961 | 6,195 |
Total current assets | 41,286 | 44,335 |
Property and equipment, net | 3,659 | 3,462 |
Intangible assets, net | 8,708 | 10,483 |
Deferred income tax assets | 3,856 | 3,586 |
Other assets | 289 | 480 |
Goodwill | 32,216 | 32,275 |
Total Assets | 90,014 | 94,621 |
CURRENT LIABILITIES | ||
Loan from Bank | 2,561 | 6,951 |
Accounts payable | 2,923 | 3,659 |
Accrued expenses and other liabilities | 14,911 | 16,701 |
Capital lease obligation | 310 | 159 |
Deferred revenue | 10,982 | 11,200 |
Total current liabilities | 31,687 | 38,670 |
Capital lease obligation, net of current portion | 288 | 120 |
Term loan - bank | 10,000 | 6,800 |
Others | 2,191 | 3,474 |
Total Liabilities | 44,166 | 49,064 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.002 per share - 50,000,000 share authorized as of March 31, 2017 and March 31, 2016; NIL shares issued and outstanding as of March 31, 2017 and March 31, 2016 | ||
Common stock, par value $0.002 per share - 450,000,000 shares authorized as of March 31, 2017 and 450,000,000 shares authorized as of March 31, 2016; 36,508,203 shares issued and outstanding as of March 31, 2017 and 36,451,357 shares issued and outstanding as of March 31, 2016 | 73 | 73 |
Additional paid-in capital | 71,343 | 69,505 |
Accumulated deficit | (25,282) | (24,360) |
Accumulated other comprehensive income | (286) | 339 |
Total stockholders' equity | 45,848 | 45,557 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 90,014 | $ 94,621 |
Consolidated and Combined Bala3
Consolidated and Combined Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.002 | $ 0.002 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.002 | $ 0.002 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares, issued | 36,508,203 | 36,451,357 |
Common stock, shares outstanding | 36,508,203 | 36,451,357 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Statement [Abstract] | ||||
Revenue | $ 121,768 | $ 113,302 | $ 79,282 | |
Cost of revenue | 63,461 | 62,832 | 48,776 | |
Gross profit | 58,307 | 50,470 | 30,506 | |
Operating expenses | ||||
Research and development expenses | 17,236 | 16,267 | 10,344 | |
Selling, general and administrative expenses | 41,310 | 38,204 | 21,000 | |
Restructuring costs | 465 | 1,120 | ||
Total operating expenses | 58,546 | 54,936 | 32,464 | |
Loss from operations | (239) | (4,466) | (1,958) | |
Interest income | 41 | 24 | 185 | |
Interest expense | (612) | (596) | (200) | |
Other income (expenses),net | (15) | 289 | 1,181 | |
Loss before provision for income taxes | (825) | (4,749) | (792) | |
(Benefit)/Provision for income taxes | 97 | (1,187) | (141) | |
Net Loss | (922) | (3,562) | (651) | |
Less: Net income/(loss) attributable to Non-controlling Interests | 15 | |||
Owners of the Company | (3,562) | (666) | ||
Net Loss | $ (922) | $ (3,562) | $ (651) | |
Earnings (Loss) per share: | ||||
Basic (in dollars per share) | $ (0.02) | $ (0.10) | $ (0.02) | |
Diluted (in dollars per share) | $ (0.02) | $ (0.10) | $ (0.02) | |
Weighted average number of common shares outstanding | ||||
Basic and diluted (in shares) | [1] | 36,477,774 | 35,055,000 | 30,575,000 |
[1] | The common stock shares for 2016 and 2015 periods presented reflect the one-for-six reverse stock split which took effect on June 26, 2015. |
Consolidated and Combined Stat5
Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net Loss | $ (922) | $ (3,562) | $ (651) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (567) | (1,662) | (325) |
Unrealized (loss)/gains on cash flow hedges | (58) | (243) | 60 |
Other comprehensive loss | (625) | (1,905) | (265) |
Comprehensive Loss | (1,547) | (5,467) | (916) |
Less: Comprehensive income attributable to the non-controlling interest | 15 | ||
Comprehensive (Loss)/Income attributable to Owners of the Company | $ (1,547) | $ (5,467) | $ (931) |
Consolidated and Combined Stat6
Consolidated and Combined Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Non-controlling interests | Total |
Balance at Mar. 31, 2014 | $ 61 | $ 38,718 | $ (20,823) | $ 2,509 | $ 73 | $ 20,538 |
Balance (in shares) at Mar. 31, 2014 | 30,575,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (666) | 15 | (651) | |||
Stock based compensation | 248 | 248 | ||||
Reorganization | 691 | 691 | ||||
Foreign currency translation adjustments | (325) | (325) | ||||
Unrealized gains on cash flow hedges | 60 | 60 | ||||
Non-controlling interest bought back | 83 | (88) | (5) | |||
Balance at Mar. 31, 2015 | $ 61 | 39,049 | (20,798) | 2,244 | 20,556 | |
Balance (in shares) at Mar. 31, 2015 | 30,575,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (3,562) | (3,562) | ||||
Cover-All Merger | $ 12 | 29,708 | 29,720 | |||
Cover-All Merger (in shares) | 5,876,357 | |||||
Stock based compensation | 748 | 748 | ||||
Foreign currency translation adjustments | (1,662) | (1,662) | ||||
Unrealized gains on cash flow hedges | (243) | (243) | ||||
Balance at Mar. 31, 2016 | $ 73 | 69,505 | (24,360) | 339 | $ 45,557 | |
Balance (in shares) at Mar. 31, 2016 | 36,451,357 | 36,451,357 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (922) | $ (922) | ||||
Issue of stock under ESOP and ESPP | 260 | 260 | ||||
Issue of stock under ESOP and ESPP (in shares) | 56,846 | |||||
Stock based compensation | 1,578 | 1,578 | ||||
Foreign currency translation adjustments | (567) | (567) | ||||
Unrealized gains on cash flow hedges | (58) | (58) | ||||
Balance at Mar. 31, 2017 | $ 73 | $ 71,343 | $ (25,282) | $ (286) | $ 45,848 | |
Balance (in shares) at Mar. 31, 2017 | 36,508,203 | 36,508,203 |
Consolidated and Combined Stat7
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net cash used from operating activities | |||
Net income (loss) | $ (922) | $ (3,562) | $ (651) |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 4,720 | 3,843 | 2,425 |
Share based compensation expenses | 1,578 | 748 | 248 |
Impairment of goodwill | 60 | ||
Provision/(recovery) for doubtful receivables | 984 | (149) | 340 |
Deferred tax (benefit)/expense | (429) | (2,227) | (877) |
Accounts receivables | 9,049 | (13,135) | 2,173 |
Unbilled accounts receivable | (1,399) | (1,615) | 2,402 |
Prepaid expenses and other current assets | 428 | (1,355) | (72) |
Accounts payable | (751) | 2,097 | (53) |
Accrued expenses and other liabilities - Others | (1,459) | 6,215 | (2,019) |
Deferred revenue | (215) | 3,859 | (1,439) |
Other liabilities | (1,283) | (470) | 1,211 |
Net cash generated (used in) from operating activities | 10,361 | (5,751) | 3,688 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (2,104) | (2,875) | (775) |
Purchase of intangible assets | (955) | (268) | (744) |
Sale of tangible Assets | 139 | 60 | |
Acquisition of Agile Technologies, LLC assets, net of $158 cash acquired | (2,842) | ||
Cash acquired on business combination | 3,203 | ||
Consideration paid on acquisition of Majesco Singapore | (276) | ||
(Purchase) of investments | (223) | (364) | 2,755 |
Payment to related party | (5,907) | ||
Payment to Majesco as reorganization consideration | (3,520) | ||
(Increase)/decrease in restricted cash | 205 | 48 | (3) |
Net cash used in investing activities | (2,938) | (3,992) | (7,516) |
Cash flows from financing activities: | |||
Payment of capital lease obligation | 318 | (62) | (29) |
Receipt of term loan | 13,404 | 43,340 | 3,000 |
Repayment of loan | (14,553) | (34,060) | |
Payment for buy back of non-controlling Interest | (5) | ||
Net cash (used in)/provided by financing activities | (831) | 9,218 | 2,966 |
Effect of foreign exchange rate changes on cash and cash equivalents | (477) | (217) | 108 |
Net (decrease)/increase in cash and cash equivalents | 6,115 | (742) | (754) |
Cash and cash equivalents, beginning of the period | 5,520 | 6,262 | 7,016 |
Cash and cash equivalents at end of the period | 11,635 | 5,520 | 6,262 |
Supplementary disclosure of non-cash items | |||
Cash paid for interest | 510 | 510 | 200 |
Cash paid for income taxes (net of refunds received) | 614 | 1,257 | 1,278 |
Supplementary disclosure of non-cash items | |||
Non-cash items - Assets acquired under Capital leases | $ 484 | $ 40 | $ 12 |
Consolidated and Combined Stat8
Consolidated and Combined Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Mar. 31, 2015USD ($) | |
Statement of Cash Flows [Abstract] | |
Net of cash acquired | $ 158 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1 DESCRIPTION OF BUSINESS Majesco is a global provider of core insurance software, consulting and services for business transformation for the insurance industry. Majesco offers core software solutions for property and casualty (“P&C”), life and annuity (“L&A”) and Pensions Group Employee Benefits providers, allowing them to manage policy administration, claims management and billing functions. In addition, Majesco offers a variety of other technology-based solutions that enable organizations to automate business processes and comply with policies and regulations across their organizations. Majesco’s solutions enable customers to respond to evolving market needs and regulatory changes, while improving the efficiency of their core operations, thereby increasing revenues and reducing costs. Majesco’s customers are insurers, managing general agents and other risk providers from the P&C, L&A and group insurance segments worldwide. Majesco delivers proven software solutions, consulting and services in the core insurance areas such as policy, billing, claims, distribution management, business intelligence/analytics, digital, application management, cloud and more. Majesco was previously 100% owned (directly or indirectly) by Mastek Ltd. (“Mastek Ltd.”), a publicly traded limited company domiciled in India whose equity shares are listed on the Bombay Stock Exchange and the National Stock Exchange (India). Mastek Ltd. underwent a demerger through a scheme of arrangement under India’s Companies Act, 1956 pursuant to which its insurance related business was separated from Mastek Ltd.’s non-insurance related business and the insurance related operations of Mastek Ltd. that were not directly owned by Majesco were contributed to Majesco (the “Reorganization”). The Reorganization was completed on June 1, 2015. Majesco, along with its subsidiaries, operates in the United States, Canada, Mexico, the United Kingdom, Malaysia, Singapore, Thailand and India (hereinafter referred to as the “Group”). Merger with Cover-All Technologies Inc. On June 26, 2015, Cover-All Technologies Inc. (“Cover-All”), an insurance software company listed on NYSE MKT, merged into Majesco in a 100% stock-for-stock merger, with Majesco surviving the merger. In connection with the merger, Majesco’s common stock was listed on the NYSE MKT and began trading on the NYSE MKT on June 29, 2015. Pursuant to the merger, Cover-All’s stockholders and holders of its options and restricted stock units received equity or equity interests in Majesco representing approximately 16.5% of the total capitalization of the combined company in the merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements presented herein represent (i) periods prior to March 31, 2015 when Majesco was a wholly owned subsidiary of Mastek Ltd. (referred to as “Combined Financial Statements”) and (ii) the period as of and subsequent to March 31, 2015 when Majesco became a separate publicly-traded company (referred to as “Consolidated Financial Statements”). The combined financial statements for fiscal 2014 have been prepared on a ‘carve-out’ basis (assuming the Reorganization had been effected as of July 1, 2012) and are derived from the historical consolidated financial statements and accounting records of Mastek. All material inter-company balances and transactions have been eliminated on combination. The combined financial statements reflect the Group’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined Balance Sheet, combined Statement of Operations and combined Statement of cash flows of the Group may not be indicative of the Group had it been a separate operation during the periods presented, nor are the results stated herein indicative of what the Group’s financial position, results of operations and cash flows may be in the future. These combined financial statements include assets and liabilities that are specifically identifiable or have been allocated to the Group. Costs directly related to the Group have been included in the accompanying financial statements. The Group historically received service and support functions from Mastek Ltd. The costs associated with these support functions have been allocated relative to Mastek Ltd. in its entirety, which is considered to be the most meaningful under the circumstances. The costs were allocated to the Group using various allocation inputs, such as head count, services rendered, and assets assigned to the Group. These allocated costs are primarily related to corporate administrative expenses, employee related costs, including gratuity and other benefits, and corporate and shared employees. These allocated costs only apply to the combined financial statements for the period ended March 31, 2015. The Group considers the expense allocation methodology and results to be reasonable for the year ended March 31, 2014. These allocations may not be indicative of the actual expenses the Group may have incurred as a separate independent public company during the periods presented. Mastek Ltd. maintained benefit and stock-based compensation programs at the parent company level. After the demerger of Mastek Ltd., which became effective with effect from June 1, 2015, the Group employees who participated in those programs were allotted options of Majesco’s parent company, Majesco Limited, in the same proportion in addition to the existing options of Mastek Ltd. which these employees already had. The consolidated Balance Sheets do not include any outstanding equity related to the stock-based compensation programs of Mastek Ltd. but include outstanding equity related to the stock-based compensation programs of Majesco Limited. The Group’s acquisition costs for the insurance related businesses of Mastek Ltd. under the Reorganization has been reflected under ‘Accrued expenses and other liabilities — Related Parties’ and ‘Other liabilities — Related Parties’ in the consolidated Balance Sheet as of March 31, 2015. Such costs were paid on July 1, 2015. Use of estimates The preparation of the consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Significant estimates used in preparing these consolidated and combined financial statements include revenue recognition based on the percentage of completion method of accounting for fixed bid contracts applied to the expected contract cost to be incurred to complete various engagements, allowances for doubtful debts, provisions for losses on uncompleted contracts, valuation allowances for deferred taxes, identification and measurement of unrecognized tax benefit, provision for uncertain tax positions, future obligations under employee benefit plans, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, allocation of purchase price in business combinations, useful lives and residual value of property and equipment and intangible assets, valuation of derivative financial instruments, goodwill, contingent liabilities and assumptions used in valuing stock-based compensation expense. Although the Group regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Group bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the existing circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions do not turn out to be substantially accurate, even if such assumptions were reasonable when made. Foreign Currency Translation The functional currency of Majesco is the US dollar. However, Indian Rupee, Great Britain Pounds, US Dollars, Mexican Peso, Malaysian Ringgit, Thai Baht, Canadian dollar, and Singapore dollar are the functional currencies for the Group entities operating in India, the UK, the US, Mexico, Malaysia, Thailand, Canada, and Singapore, respectively. Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as a part of Accumulated other comprehensive income, a separate component of Stockholders’ equity. Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency are expressed in functional currency at the exchange rates in effect at the balance sheet date. Non-Monetary assets and liabilities denominated in foreign currency are expressed in functional currency at the historical exchange rates. Gains/(losses) resulting from foreign currency transactions amounting to $(108), $122, $187 for the years ended March 31, 2017, March 31, 2016 and March 31, 2015 are included in the Consolidated and Combined Statement of Operations under the “Other income (expenses), net” caption. Cash and cash equivalents, investments and restricted cash Cash and cash equivalents are comprised of cash and highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at amortized cost, which approximates their fair value due to the short maturity of the investments. The Group’s short-term investment portfolio is comprised primarily of time deposits. Time deposits with banks are valued at amortized cost, which approximates their fair value. Interest income is recognized over time on a proportionate basis. Cash and claims to cash that are restricted as to withdrawal or use in the ordinary course of business are disclosed separately as restricted cash, unless they are to be utilized for other than current operations in which case they will be separately classified as noncurrent assets. Property and equipment Property and equipment are stated at actual cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives. The cost and the accumulated depreciation for premises and equipment sold, retired or otherwise disposed of are removed from the stated values and the resulting gains and losses are included in the consolidated and combined Statement of Operations. Maintenance and repairs are recognized when incurred. Advance paid towards acquisition of long-lived assets and cost of assets not put to use before the balance sheet date are disclosed under the caption “capital work in progress”. The estimated useful lives of assets are as follows: Leasehold Improvements 5 years or over the primary period of lease whichever is less Computers 2 years Plant and Equipment 2 – 5 years Furniture and Fixtures 5 years Vehicles 5 years Office Equipment 2 – 5 years Goodwill and other intangible assets Goodwill represents the cost of the acquired businesses in excess of the estimated fair value of assets acquired, identifiable intangible assets and liabilities assumed. Goodwill is not amortized but is tested for impairment at the reporting unit level at least annually or as circumstances warrant. If impairment is indicated and the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, then goodwill is written-down. There are no indefinite-lived intangible assets. Intangible assets other than goodwill are amortized over their estimated useful lives on a straight line basis. The estimated useful life of an identifiable intangible asset is based on a number of factors, including the effects of obsolescence, demand, competition, the level of maintenance expenditures required to obtain the expected future cash flows from the asset and other economic factors (such as the stability of the industry, known technological advances, etc.). The estimated useful lives of intangible assets are as follows: Non-compete agreements 3 years Leasehold benefit Ascertainable life or primary period of lease whichever is less Internal-use Software 1 – 5 years Intellectual Property Rights 1 – 5 years Customer Contracts 1 – 3 years Customer Relationships 6 – 8 years Technology 6 years Software development costs The costs incurred for the development of software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. In certain situations in which technological feasibility is established by completing a working model, substantially all development costs could be expensed when costs qualifying for capitalization are not material. Current engineering costs related to routine updates, customer support issues, and other modifications that do not extend the life or improve the marketability of the existing software are expensed as incurred. Impairment of long-lived assets and intangible assets The Group reviews long-lived assets and certain identifiable intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During this review, the Group re-evaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. If impairment exists, the Group would adjust the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis. Concentration of credit risk Financial instruments that potentially subject the Group to concentrations of credit risk consist of cash and cash equivalents, time deposits, derivative financial instruments and accounts receivables. The Group maintains its cash and cash equivalents, time deposits, derivative financial instruments with banks having good reputation, good past track record, and who meet the minimum threshold requirements under the counterparty risk assessment process, and reviews their credit-worthiness on a periodic basis. Accounts receivables of the Group are typically unsecured. As there is no independent credit rating of the customer available with the Group, Management reviews the creditworthiness of customers based on their financial position, past experience and other factors. The Group entities perform ongoing credit evaluations of their customers’ financial condition and monitor the creditworthiness of their customers to which they grant credit terms in the normal course of business. Refer to note 20 on ‘Segment information’ for details relating to customers with revenue that accounted for 10% or more of total revenue and their outstanding total accounts receivables and unbilled accounts receivable as of March 31, 2017 and 2016. Accounts receivables and allowance for accounts receivables Accounts receivables are recorded at invoiced amounts, net of the Group’s estimated allowances for doubtful accounts. The Group performs ongoing credit evaluations of its customers. Allowance for doubtful receivables is established in amounts considered to be appropriate based primarily upon write-off history, historical collections experience, aging analysis and management’s specific evaluation of potential losses in the outstanding receivable balances. There is judgment involved with estimating the Group’s allowance for doubtful accounts and if the financial condition of its customers were to deteriorate, resulting in their inability to make the required payments, the Group may be required to record additional allowances or charges against revenues. The Group writes-off accounts receivables against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. Amounts recovered, if any, from such debtors written off are accounted on receipt basis and disclosed as Other income. The Group’s accounts receivables are not collateralized by any security. Revenue recognition Revenues are recognized when all of the following general revenue recognition criteria are met: • Persuasive evidence of an arrangement exists: Evidence of an arrangement consists of a written contract signed by both the customer and management prior to the end of the reporting period. • Delivery or performance has occurred: The Group’s software product has met the milestones contained in the software development contract, professional services are rendered, and any customer acceptance provisions have been satisfied. • Fees are fixed or determinable: Fees from customer arrangements are generally at a contractually fixed price or based upon agreed upon time and material rates. • Collectability is probable: License revenues sometimes may not be accounted for separately from software services revenues if professional services are essential to the software functionality and include significant modification or customization to or development of the underlying software code. Since these software arrangements do not qualify as a separate unit of accounting, the software license revenues are recognized using the percentage of completion method. When contracts contain multiple software and software-related elements (for example, software license, and maintenance and professional services) wherein Vendor-Specific Objective (“VSOE”) exists for all undelivered elements, we account for the delivered elements in accordance with the “Residual Method”. VSOE of fair value for post-contract customer support services is established by a stated renewal rates charged in stand-alone sales. VSOE of fair value of hosting services is based upon stand-alone sales of those services. Time and material contracts Fixed price contracts The Group also enters into multiple element revenue arrangements in which a customer may purchase a combination of a software license, hosting services, maintenance, and professional services. For multiple element arrangements that contain non-software related elements, for example the Group’s hosting services, the Group allocates revenue to each element based upon VSOE of the undelivered elements and the Group accounts for the delivered elements in accordance with the “Residual Method”. VSOE of fair value for the hosting, maintenance, and other post-contract customer support services (“PCS”) is established by a stated renewal rate charged in stand-alone renewals of each type of PCS. Revenue is shown net of applicable service tax, sales tax, value added tax and other applicable taxes. The Group has accounted for reimbursements received for out of pocket expenses incurred as revenues in the combined Statement of Operations. Employee benefits i) Provident fund and other contribution plans: ii) Superannuation plan: iii) Pension commitments: iv) Gratuity plan: v) Leave encashment: Financing costs The Group amortizes financing costs and premiums, and accretes discounts, over the remaining life of the related debt using the effective interest amortization method. The expense is included in “Interest expense” in the combined Statements of Operations. We record discounts or premiums as a direct deduction from, or addition to, the amount of the related borrowing. Stock-based compensation Stock-based compensation represents the cost related to stock-based awards granted to employees. The Group measures stock-based compensation costs at the grant date, based on the estimated fair value of the award and recognizes the cost on a straight-line basis (net of estimated forfeitures) over the employee’s requisite service period for the entire award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from the original estimates. The Group estimates the fair value of stock options using a Black-Scholes valuation model. The cost is recorded in Cost of Revenues, Selling, General and Administrative expenses and Research and Development expenses in the Consolidated and Combined Statement of Operations based on the employees’ respective function. Advertising and sales commission costs Advertising and promotion related expenses are charged to the combined Statement of Operations in the period incurred. Advertising expense for the years ended March 31, 2017, March 31, 2016 and March 31, 2015 was approximately $1,032, $1,350 and $1,196, respectively. Sales commissions are recognized as an expense when earned by the sales representative, generally occurring at the time the customer order is signed. Derivative instruments All derivative instruments are recorded in the Consolidated Balance Sheet as either an asset or liability at their fair value. The Group normally enters into foreign exchange forward contracts and par forward contracts where the counter party is generally a bank, to mitigate its foreign currency risk on foreign currency denominated inter-company balances. For derivative financial instruments to qualify for hedge accounting, the following criteria must be met: (1) the hedging instrument must be designated as a hedge; (2) the hedged exposure must be specifically identifiable and expose the Group to risk; and (3) it is expected that a change in fair value of the derivative financial instrument and an opposite change in the fair value of the hedged exposure will have a high degree of correlation. The changes in the Group’s derivatives’ fair values are recognized in the consolidated and combined Statement of Operations unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges). For items to which hedge accounting is applied, the Group records the effective portion of derivative financial instruments that are designated as cash flow hedges in Accumulated other Comprehensive Income, a separate component of Stockholders’ equity, and an amount is reclassified out of accumulated other comprehensive income into earnings to offset the earnings impact that is attributable to the risk being hedged. Any ineffectiveness or excluded portion of a designated cash flow hedge is recognized in the statement of operations. The related cash flow impacts of derivative activities are reflected as cash flows from operating activities. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time for forecasted transactions, any cumulative gain or loss on the hedging instrument recognized in shareholders’ funds is retained there until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in hedging reserve is transferred to the consolidated and combined Statement of Operations for the year. For derivative financial instruments that do not qualify for hedge accounting, realized gains or losses and changes in the estimated fair value of these derivative financial instruments are recorded in Other Income/(Expenses). The fair value of derivatives expiring within 12 months is classified as current assets or liabilities, and of those with longer maturity is classified as non-current assets or liabilities. Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. The effect on deferred tax assets and liabilities of a change in enacted tax rates is recognized in the Statement of Operations in the year of change. Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. When the Group changes its determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made. The Group recognizes tax liabilities when, despite the Group’s belief that its tax return positions are supportable, the Group believes that certain positions may not be fully sustained upon review by the tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. To the extent that new information becomes available which causes the Group to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. Business combination The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Group determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, and estimates made by management. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration. Any subsequent changes to the fair value of contingent consideration classified as liabilities are recognized in the Statement of operations. Earnings per share Basic and diluted earnings/(losses) per share are computed as net income/(loss) divided by the weighted-average number of common shares outstanding for the period. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 3 RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Standards Improvements on Employee Share-Based Payment Accounting In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Improvements on Employee Share-Based Payment Accounting (Topic 718)” (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for annual periods beginning after December 15, 2016 and interim periods within those years. Early adoption is permitted. The standard will be effective for the Company beginning April 1, 2017. As required, the Company will make a cumulative-effect adjustment to shareholders’ equity as of April 1, 2017 for unrecognized excess tax benefits or tax deficiencies that exist as of that date. In addition, beginning April 1, 2017, excess tax benefits and tax deficiencies will be reflected as income tax benefit or expense in the Company’s consolidated statement of operations and could result in a material impact. The extent of the excess tax benefits or tax deficiencies are subject to variation in our stock price and the timing of RSU vesting and employee stock option exercises. Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which provides guidance for revenue recognition. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, deferring the effective date of this standard. As a result, the ASU and related amendments will be effective for the Company for its fiscal year beginning April 1, 2018, including interim periods within that fiscal year. Subsequently, the FASB issued ASU No. 2016-08, Principal Versus Agent Consideration (or Reporting Revenue Gross versus Net) in March 2016, ASU No. 2016-10, Identifying Performance Obligations and Licensing in April 2016, and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients in May 2016. These amendments clarified certain aspects of Topic 606 and will also be effective for the Company for its fiscal year beginning April 1, 2018. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts. Preliminarily the Company plans to adopt these ASUs (collectively, Topic 606) on April 1, 2018. Topic 606 permits two methods of adoption: retrospectively to each prior reporting period presented (the “Full Retrospective Method”), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the “Modified Retrospective Method”). The Company currently intends to apply the Modified Retrospective Method. Although the Company does not expect a material impact on revenues upon adoption, the Company is currently evaluating the impact the adoption will have on its consolidated financial statements. The Company is continuing to evaluate the impact to its revenues related to its pending adoption of Topic 606 and its preliminary assessments are subject to change. It is also continuing to evaluate the provisions of Topic 606 related to costs for obtaining customer contracts. Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities is a business. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to report changes in cash, cash equivalents, and restricted cash. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Income Tax Consequences of an Intra-Entity Transfer of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, Income Taxes — Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard must be adopted using a modified retrospective transition method which is a cumulative-effective adjustment to retained earnings as of the beginning of the first effective reporting period. The standard will be effective for the Company beginning April 1, 2018. Based on its current assessment, the Company does not expect the adoption of this update to have a material impact on its consolidated financial statements. Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard will be effective for the Company beginning April 1, 2019. The Company is currently evaluating the impact this update will have on its consolidated financial statements. Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes the requirement for an entity to calculate the implied fair value of goodwill (as part of step 2 of the current goodwill impairment test) in measuring a goodwill impairment loss. The standard will be effective for the Company beginning April 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact this update will have on its consolidated financial statements. Emerging growth company The Group is an “emerging growth company” under the federal securities laws and is subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Group has taken the advantage of the extended transition period for complying with new or revised accounting standards. As a result, the Group’s financial statements may not be comparable to those of companies that comply with public company accounting standards effective dates. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4 FAIR VALUE OF FINANCIAL INSTRUMENTS The Group’s financial instruments consist primarily of cash and cash equivalents, short term investments in time deposits, restricted cash, derivative financial instruments, accounts receivables, unbilled accounts receivable, accounts payable, contingent consideration liability and accrued liabilities. The carrying amount of cash and cash equivalents, short term investments in time deposits, restricted cash, accounts receivables, unbilled accounts receivable, accounts payable and accrued liabilities as of the reporting date approximates their fair market value due to the relatively short period of time of original maturity tenure of these instruments. Basis of Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity, which require the Group to develop its own assumptions. The following table sets forth the financial assets, measured at fair value, by level within the fair value hierarchy as of March 31, 2017 and 2016: As of March 31, 2017 2016 Assets Level 2 Derivative financial instruments (included in the following line items in Other assets $ — $ — Other liabilities (10 ) — Prepaid expenses and other current assets 99 180 Accrued expenses and other liabilities — (4 ) $ 89 $ 176 Level 3 Contingent consideration Other liabilities $ — $ (229 ) Accrued expenses and other liabilities (756 ) (364 ) $ (756 ) $ (593 ) Total $ (667 ) $ (417 ) The following table presents the change in level 3 instruments: As of March 31, 2017 2016 2015 Opening balance $ (593 ) $ (1,712 ) $ (628 ) Additions — — (1,610 ) Total (Losses)/gains recognized in Statement of (163 ) (344 ) 526 Settlements — 1,463 — Closing balance $ (756 ) $ (593 ) $ (1,712 ) Contingent consideration pertaining to the acquisition of the consulting business of Agile Technologies, LLC, a New Jersey limited liability company (“Agile”), as of December 31, 2015 has been classified under level 3 as the fair valuation of such contingent consideration has been done using one or more of the significant inputs which are not based on observable market data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included the Group’s probability assessments of expected future cash flows related to its acquisition of the consulting business of Agile during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the asset purchase agreement (the “Agile Agreement”), dated December 12, 2014, as amended on January 26, 2016. The total (losses)/gains attributable to contingent consideration payable for the acquisition of the Agile business were $(163) and $(344) for the fiscal years ended March 31, 2017 and March 31, 2016. The fair value of Derivative financial instruments is determined based on observable market inputs and valuation models. The Derivative financial instruments are valued based on valuations received from the relevant counter-party (i.e., bank). The fair value of the foreign exchange forward contract and foreign exchange par forward contract has been determined as the difference between the forward rate on the reporting date and the forward rate on the original transaction, multiplied by the transaction’s notional amount (with currency matching). The Group paid $1.1 million to Agile as earn-out consideration in the fiscal year ended March 31, 2017. The Group paid $1.5 million to Agile as earn-out consideration in the fiscal year ended March 31, 2016. The Group paid $0 to Agile as earn-out consideration in the fiscal year ended March 31, 2015. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5 PROPERTY AND EQUIPMENT Property and equipment consist of the following: As of March 31, 2017 2016 Leasehold improvements $ 549 $ 389 Computers 6,444 5,202 Plant and Equipment 3,506 2,942 Furniture and Fixtures 2,469 2,423 Vehicles 260 215 Office Equipment 971 815 Capital Work in Progress — 80 Total $ 14,199 $ 12,066 Less: Accumulated depreciation (10,540 ) (8,604 ) Property and Equipment, net $ 3,659 $ 3,462 As of March 31, 2017 and 2016, the Group has hypothecated assets with net carrying value amounting to $59 and $67, respectively. Depreciation expense was $1,955, $1,080 and $859 for the fiscal years ended March 31, 2017, March 31, 2016, and March 31, 2015, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS | 6 INTANGIBLE ASSETS Intangible assets consist of the following: Weighted As of March 31, 2017 As of March 31, 2016 Gross Accumulated Net Gross Accumulated Net Customer contracts 3 $ 2,950 $ (1,955 ) $ 995 $ 2,950 $ (1,155 ) $ 1,795 Customer relationships 6 6,720 (1,828 ) 4,892 6,720 (891 ) 5,829 Intellectual Property 3 2,299 (2,299 ) — 2,251 (2,251 ) — Technology 6 3,110 (907 ) 2,203 3,110 (394 ) 2,716 Software 3 4,165 (3,547 ) 618 3,272 (3,129 ) 143 Total 4 $ 19,244 $ (10,536 ) $ 8,708 $ 18,303 $ (7,820 ) $ 10,483 All the intangible assets have finite lives and as such are subject to amortization. Amortization expense was $2,764, $2,762 and $1,566 for the fiscal years ended March 31, 2017, March 31, 2016, and March 31, 2015, respectively. The estimated aggregate amortization expense for the next five fiscal years and thereafter is as follows: Year ended March 31, Future 2018 $ 3,261 2019 1,643 2020 1,457 2021 1,358 2022 677 Thereafter 312 Total $ 8,708 |
ACCOUNTS RECEIVABLES AND ALLOWA
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS | 12 Months Ended |
Mar. 31, 2017 | |
Accounts and Notes Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS | 7 ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS As of March 31, 2017 2016 Customers (trade) $ 13,627 $ 22,930 Less: Allowance for doubtful receivables (1,400 ) (427 ) Accounts receivables $ 12,227 $ 22,503 The Group’s credit period for its customers generally ranges from 30 – 45 days. The Group has collectively and individually evaluated all of its accounts receivables for collectability. As of March 31, 2017 2016 Opening balance $ 427 $ 564 Current period provision 1,017 519 Reversals during current period (32 ) (668 ) Foreign currency translation adjustments (12 ) 12 Closing balance $ 1,400 $ 427 The Group entities perform ongoing credit evaluations of their customers’ financial condition and monitor the credit worthiness of their customers to which they grant credit terms in the normal course of business. In their evaluation, they use certain factors like historical experience and use management judgment in assessing credit quality. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 8 PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: As of March 31 2017 2016 Prepaid expenses $ 1,941 $ 2,020 Advance for expenses 419 715 Loans and advance to employees 117 83 Derivative financial instruments 99 180 Advance tax 1,530 1,122 Rent Deposits 1,263 1,191 Service tax 453 566 Other advances and receivables 139 318 Total $ 5,961 $ 6,195 Advance for expenses includes foreign currency advances, travel advances and advances to suppliers. Other advances and receivables mainly include amount recoverable from statutory authorities and miscellaneous advances. |
CAPITAL LEASE OBLIGATIONS
CAPITAL LEASE OBLIGATIONS | 12 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | 9 CAPITAL LEASE OBLIGATIONS The Group leases vehicles under capital leases which are stated at the present value of the minimum lease payments. The gross stated amounts for such capital leases are $101 and $86 and related accumulated depreciation recorded under capital leases are $42 and $19, respectively as of March 31, 2017 and 2016. At the termination of the leases, the Group has an option to receive title to the assets at no cost or for a nominal payment. Depreciation expenses in respect of assets held under capital leases were $25, $21 and $19 for the years ended March 31, 2017, March 31, 2016, and March 31, 2015, respectively. The following is a schedule of the future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of March 31, 2017. Year ended March 31, Amount 2018 $ 118 2019 15 2020 14 2021 7 Total minimum lease payments $ 154 Less: Interest portion 17 Present value of net minimum capital leases payments $ 137 The Group acquired software under a hire purchase arrangement which are stated at the present value of the minimum installment payments. The gross stated amount for such software are $ 459 and nil and related accumulated depreciation recorded are $ 23 and nil, respectively as of March, 2017 and 2016. Depreciation expenses, in respect of assets held under hire purchase were $23 and nil for the fiscal years ended March 31, 2017, March 31, 2016 respectively. The following is a schedule of the future minimum installment payment under hire purchase, together with the present value of the net minimum installment payments as of March 31, 2017. Year ended March 31, Amount 2018 $ 278 2019 209 Total minimum installment payments of hire purchase $ 487 Less: Interest portion 26 Present value of net minimum installments of hire purchase $ 461 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 10 BORROWINGS Line of Credit On March 25, 2011, the Group entered into a secured revolving working capital line of credit facility (the “Credit Facility”) with ICICI Bank Limited (“ICICI”) under which the maximum borrowing limit is $5,000. The interest rate on the credit facility at March 31, 2016 was three-month LIBOR plus 350 basis points and increased to three-month LIBOR plus 375 basis points with the second extension of this facility described below. The interest rate was 4.75% at March 31, 2017 and 4.13% at March 31, 2016. In case of unhedged foreign currency exposure, if any, ICICI reserves the right to increase the pricing of this facility. The credit facility is guaranteed by Mastek Ltd., subject to the terms and conditions set forth in the guarantee. The credit facility initially matured on November 11, 2015. On November 20, 2015, the Group extended this line of credit to February 11, 2016. The facility was further extended to May 9, 2016 and again extended to May 15, 2017. Majesco paid a processing fee of $12.50 in connection with the second extension and a processing fee of $50.83 in connection with the third extension. In connection with these extensions of the Majesco line of credit, Mastek Ltd. also extended its guarantee of such line of credit. Majesco has agreed to pay a fee and indemnify Mastek Ltd. against any payments made by Mastek Ltd. in connection with this guarantee. This facility is secured by a continuing first priority lien on and security interest in, among other things, all of Majesco’s personal property and assets (both tangible and intangible), including accounts receivable, cash, certificated and uncertificated securities and proceeds of any insurance or indemnity payable to the Group with respect to the collateral. This facility contains financial covenants, as well as restrictions on, among other things, the ability of the Group to incur debt or liens; make loans and investments; enter into mergers, acquisitions and other business combinations; engage in asset sales; or amend its governing documents. This facility also restricts the Group from paying dividends upon and during the continuation of an event of default. On January 20, 2017, the Group paid in full the balance under this facility with proceeds from the new $10,000 receivables purchase facility with HSBC Bank USA, National Association (“HSBC”), and this facility was terminated. On payment, the guarantee by Mastek Ltd. of this facility was also terminated and the Group’s liability to Mastek Ltd. regarding this guarantee also ceased to exist. PCFC Facilities On June 30, 2015, the Group’s subsidiary, Majesco Software and Solutions India Pvt. Ltd. (“MSSIPL”), entered into a secured Pre Shipment in Foreign Currency and Post Shipment in Foreign Currency (“PCFC”) facility with Yes Bank under which MSSIPL may request 3 months pre-export advances and advances against export collection bills. The maximum borrowing limit is 300 million Indian rupees, or approximately $4,416 at the exchange rate in effect on March 31, 2017. The interest rate on this PCFC facility is LIBOR plus 275 basis points. The interest rate on this PCFC facility is determined at the time of each advance. This PCFC facility is secured by a first pari passu charge over the current assets of MSSIPL. Excess outstanding beyond 100 million Indian rupees is to be backed by 100% goodwill fixed deposit receipts in MSSIPL or Majesco Limited. As of March 31, 2017, the Group was in compliance with the terms of this facility. On September 27, 2016, MSSIPL extended this PCFC facility to June 17, 2017. The outstanding loans as on March 31, 2017 and 2016 are as follows: Outstanding as of Date of loan Repayable on March 31, March 31, January 19, 2017 April 19, 2017 $ 1,957 $ 4,651 Term Loan Facility On March 23, 2016, Majesco entered into a Loan Agreement (the “Loan Agreement”) with HSBC pursuant to which HSBC agreed to extend loans to Majesco in the amount of up to $10,000 and Majesco issued a promissory note to HSBC in the maximum principal amount of $10,000 or any lesser amount borrowed under the Loan Agreement (the “Note”, and together with the “Loan Agreement”, the “Facility”). The outstanding principal balance of the loan bears interest based on LIBOR plus a margin in effect on the first day of the relevant interest period. Until January 1, 2018, only interest will be payable under the loan. Commencing on January 1, 2018, and on each January 1 and July 1 thereafter until July 1, 2020, installments of principal in the amount of $1,667 shall be due and payable semi-annually. All principal and interest outstanding under the Note shall be due and payable on March 1, 2021. The Facility is unsecured and supported by a letter of credit issued by a bank of $10,000, which is secured by a cash pledge of the Group’s parent company, Majesco Limited. As of March 31, 2017, the Group had $10,000 outstanding under this Facility. The Facility contains affirmative covenants that require Majesco to furnish financial statements to HSBC and cause Majesco Limited to maintain (1) a Net Debt-to-EBITDA Ratio (as defined in the Loan Agreement) of not more than (a) 5.00 to 1.00 as of the last day of its 2017 fiscal year and (b) 2.50 to 1.00 as of the last day of each fiscal year thereafter, and (2) a Debt Service Coverage Ratio (as defined in the Loan Agreement) of not less than 1.50 to 1.00 as of the last day of each fiscal year. The Facility contains restrictive covenants on Majesco, including restrictions on declaring or paying dividends upon and during the continuation of an event of default, incurring additional indebtedness, selling material portions of its assets or undertaking other substantial changes to the business, purchasing or holdings securities for investment, and extending credit to any person outside the ordinary course of business. The Facility also restricts any transfer or change in, or assignment or pledge of the ownership or control of Majesco which would cause Majesco Limited to directly own less than fifty one percent (51%) of the issued and outstanding equity interests in Majesco. The Facility also restricts Majesco Limited from incurring any Net Debt (as defined in the Loan Agreement) in excess of $25,000 at any time prior to April 1, 2017. The Facility also contains customary events of default provision and indemnification provisions whereby Majesco will indemnify HSBC against all losses or damages related to the Facility, provided, however, that Majesco shall not have any indemnification obligations to HSBC for any claims caused by HSBC’s gross negligence or willful misconduct. Majesco may use the loan proceeds solely for the purpose of refinancing existing indebtedness, capital expenditures and working capital and other general corporate purposes. Majesco used the proceeds from the Facility to refinance its $3,000 term loan with Punjab National Bank (International), to fund capital expenditures and for working capital and other general corporate purposes. Receivable Purchase Facility On January 13, 2017, Majesco and its subsidiaries MSSI, and Cover-All Systems, jointly and severally entered into a Receivable Purchase Agreement with HSBC pursuant to which HSBC may advance funds against receivables at an agreed advance rate. The outstanding aggregate amount of all advances shall not exceed the facility limit. The facility also bears interest at two (2%) per cent plus the ninety (90) day LIBOR rate. HSBC will also receive an arrangement fee equal to .20% of the facility limit and a facility review fee equal to .20% of the facility limit. Majesco will serve as HSBC’s agent for the collection of receivables, and Majesco will collect and otherwise enforce payment of the receivables. The term of the Receivable Purchase Agreement is for a minimum period of twelve (12) months and shall continue unless terminated by either party. Either party may terminate the Receivable Purchase Agreement at any time upon sixty (60) days’ prior written notice to the other party. The Receivable Purchase Agreement will provide additional liquidity to us for working capital and other general corporate purposes. As of March 31, 2017, Majesco had $604 outstanding under this Facility. Majesco used proceeds from this facility to refinance the ICICI facility described above, to fund capital expenditures and for working capital and other general corporate purposes. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | 11 ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: As of March 31, 2017 2016 Accrued expenses $ 3,826 $ 4,719 Statutory payments 1,423 780 Provision for taxation 1,298 1,214 Leave encashment 3,130 1,954 Derivative financial instruments — 4 Employee benefits 4,739 7,972 Others 495 58 Accrued expenses and other liabilities $ 14,911 $ 16,701 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 12 DERIVATIVE FINANCIAL INSTRUMENTS The following table provides information of fair values of derivative financial instruments: Asset Liability Noncurrent* Current* Noncurrent* Current* As of March 31, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ — $ 99 $ 10 $ — Total $ 0 $ 99 $ 10 $ — Asset Liability Noncurrent* Current* Noncurrent* Current* As of March 31, 2016 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 0 $ 180 $ 0 $ 4 Total $ 0 $ 180 $ 0 $ 4 * The noncurrent and current portions of derivative assets are included in ‘Other assets’ and ‘Prepaid expenses and other current assets’, respectively and of derivative liabilities are included in ‘Other liabilities’ and ‘Accrued expenses and other liabilities’, respectively in the Combined Balance Sheet. Cash Flow Hedges and Other derivatives The Group uses foreign currency forward contracts and par forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain commitments and forecasted transactions. The Group designates these hedging instruments as cash flow hedges. The use of hedging instruments is governed by the policies which are approved by Board of Directors of the Group. Derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships are classified in Financial instruments at fair value through profit or loss. The aggregate contracted USD principal amounts of the Group’s foreign exchange forward contracts (sell) outstanding as of March 31, 2017 amounted to nil and as of March 31, 2016 amounted to $10,660. The aggregate contracted GBP principal amounts of the Group’s foreign exchange forward contracts (sell) outstanding as of March 31, 2017 amounted to GBP 2,080 and as of March 31, 2016 amounted to nil. The outstanding forward contracts as of March 31, 2017 mature between 1 to 12 months. As of March 31, 2017, the Group estimates that $59, net of tax, of the net gains/(losses) related to derivatives designated as cash flow hedges recorded in accumulated other comprehensive income (loss) is expected to be reclassified into earnings within the next 12 months. The related cash flow impacts of all of the Group’s derivative activities are reflected as cash flows from operating activities. The following table provides information of the amounts of pre-tax gains/(losses) recognized in and reclassified from AOCI of derivative instruments designated as cash flow hedges: Amount of Amount of For the year ended March 31, 2017 Foreign exchange forward contracts $ 167 $ (254 ) Total $ 167 $ (254 ) For the year ended March 31, 2016 Foreign exchange forward contracts $ (167 ) $ (202 ) Total $ (167 ) $ (202 ) For the year ended March 31, 2015 Foreign exchange forward contracts $ 633 $ 543 Total $ 633 $ 543 |
RETIREMENT BENEFIT OBLIGATION -
RETIREMENT BENEFIT OBLIGATION - GRATUITY | 12 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT BENEFIT OBLIGATION - GRATUITY | 13 RETIREMENT BENEFIT OBLIGATION — GRATUITY Employees of the Group who are in India, participate in a gratuity employee benefit plan sponsored by MSSIPL, which is a defined benefit plan. In India, gratuity is governed by the Payment of Gratuity Act, 1972. This plan is accounted for as multi-employer benefit plan in these combined financial statements and, accordingly, the Group’s Consolidated Balance Sheets do not reflect any assets or liabilities related to these plans. The Group’s Combined Statements of Operations includes expense allocations for these benefits. The Group considers the expense allocation methodology and results to be reasonable for all periods presented. Plan information is as follows: Legal name of the plan: Majesco Software & Solutions India Private Limited Employees’ Group Gratuity Assurance Scheme (C. A.) Year ended Year ended Year ended Group’s Total Contributions to plan $ 2,957 $ 2,957 $ 1,420 $ 2,957 $ 2,957 $ 1,420 Total plan assets and actuarial present value of accumulated plan benefits are as follows: As of March 31, 2017 2016 Total plan assets $ 2,908 $ 3,000 Actuarial present value of accumulated plan benefits 2,449 2,780 Total contributions received by the plan from all employers (for the period 0.06 126 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | 14 ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in accumulated other comprehensive income by component was as follows: Year ended Year ended Year ended Before Tax Net of Before Tax Net of Before Tax Net of Other comprehensive income Foreign currency translation adjustments Opening balance $ 222 — 222 $ 1,884 — 1,884 $ 2,209 — 2,209 Change in foreign currency translation adjustments (567 ) — (567 ) (1,662 ) — (1,662 ) (325 ) — (325 ) Closing balance $ (345 ) — (345 ) $ 222 — 222 $ 1,884 — 1,884 Unrealized gains/(losses) on cash flow hedges Opening balance $ 176 (60 ) 116 $ 545 (185 ) 360 $ 455 (155 ) 300 Unrealized gains/(losses) on cash flow hedges 167 (57 ) 110 (167 ) 57 (110 ) 633 (215 ) 418 Reclassified to Statement of Operations (254 ) 86 (168 ) (202 ) 69 (133 ) (543 ) 185 (358 ) Net change $ (87 ) 29 (58 ) $ (369 ) 126 (243 ) $ 90 (30 ) 60 Closing balance $ 89 (31 ) 58 $ 176 (59 ) 117 $ 545 (185 ) 360 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15 INCOME TAXES Year ended Year ended Year ended United States $ (1508 ) $ 19,189 $ (3,351 ) Foreign 683 (23,938 ) 2,559 (Loss) /Income before provision for income taxes $ (825 ) $ (4,749 ) $ (792 ) The Group’s (provision)/benefit for income taxes consists of the following: Year ended Year ended Year ended Current: U.S. Federal and state $ 28 $ 753 $ 142 Foreign 270 238 1,004 Total current $ 298 $ 991 $ 1,146 Prior Period – Current Tax: U.S. Federal and state $ 86 $ 49 $ (410 ) Foreign $ 27 $ — $ — Total Prior Period – Current Tax $ 113 $ 49 $ (410 ) Deferred: U.S. Federal and state $ (366 ) $ (2,052 ) $ (1,326 ) Foreign 52 (175 ) 449 Total deferred $ (314 ) $ (2,227 ) $ (877 ) Provision for income taxes recognized in Statement of Operations $ 97 $ (1,187 ) $ (141 ) The total income tax expense differs from the amounts computed by applying the statutory federal income tax rate of 39.3% as follows: Year ended Year ended Year ended Net (loss)/income before taxes (825 ) (4,749 ) (792 ) Computed tax expense (324 ) (1,866 ) (311 ) Non-deductible expenses – Stock based compensation & Meals &Entertainment 697 367 97 – Others 66 97 103 Valuation allowance (228 ) — 302 Tax charge/(credit) of earlier year assessed in current year 113 330 (172 ) Net tax credit on R&D and Sec 199 deduction (306 ) (169 ) (238 ) Difference arising from different tax jurisdiction (140 ) (127 ) 90 Others 219 181 (12 ) Total taxes recognized in Statement of Operations 97 (1,187 ) (141 ) Significant components of activities that gave rise to deferred tax assets and liabilities included on the Balance Sheet was as follows: As of March 31, 2017 2016 Deferred tax assets/(liability): Employee benefits 1,538 1,278 Property and equipment 38 52 Goodwill 1,120 550 Allowance for impairment of accounts receivables 385 76 Carry forwarded income tax losses 4,883 6,190 Tax credit for R&D expenses 951 645 Derivative financial instruments (— ) (60 ) Others (1,413 ) (1,835 ) Gross deferred tax assets 7,502 6,896 Less: Valuation allowance (1,628 ) (1,463 ) Net deferred tax assets 5,874 5,433 Current portion of deferred tax assets 2,018 1,847 Non-current portion of deferred tax assets 3,856 3,586 A valuation allowance is established attributable to deferred tax assets recognized on carry forward tax losses and tax credit for R&D expenses by the Group where, based on available evidence, it is more likely than not that they will not be realized. Significant management judgment is required in determining provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. The valuation allowance is based on the Group’s estimates of taxable income by jurisdiction in which the Group operates and the period over which deferred tax assets will be recoverable. The change in valuation allowance is $165, $353 and $379 for the years ended March 31, 2017, March 31, 2016, and March 31, 2015, respectively. The Group entity in Canada has recognized a valuation allowance on Deferred income tax assets recognized on carry-forward losses and tax credit for R&D expenses amounting to $1,335 and $NIL as of March 31, 2017, $1,194 and $NIL as of March 31, 2016 and $2,368 and $169 as of March 31, 2015, respectively because it is not probable that future taxable profit will be available against which these temporary difference can be utilized. These carry forward losses and tax credit for R&D expenses do not have any expiry date. The Group entity in Thailand has recognized a valuation allowance on Deferred income tax assets recognized on carry-forward losses amounting to $293 as of March 31, 2017, $269 of March 31, 2016 and $1,032 as of March 31, 2015, respectively because it is not probable that future taxable profit will be available against which these temporary difference can be utilized. These carry forward losses are subject to expiration beginning in 2020. Changes in unrecognized income tax benefits were as follows: As of March 31, 2017 2016 2015 Opening balance $ 441 $ 310 $ 172 Increase in unrecognized tax benefits – due to tax Positions taken in current period for prior periods — 131 138 Closing balance $ 441 $ 441 $ 310 As of March 31, 2017, the entire balance of unrecognized income tax benefits would affect the Group’s effective income tax rate, if recognized. Significant changes in the amount of unrecognized tax benefits are not reasonably possible within the next 12 months from the reporting date. The Group includes interest and penalties relating to unrecognized tax benefits within the provision for income taxes. The total amount of accrued interest and penalties as of March 31, 2017, 2016, and 2015 is $NIL, $NIL, and $NIL, respectively. The amount of interest and penalties expenses for the fiscal years ended March 31, 2017, 2016 and 2015 is $NIL, $NIL and $NIL, respectively. Majesco and Majesco Software and Solutions Inc. file a consolidated income tax return, and the provision for income tax for the fiscal years ended March 31, 2017, 2016 and 2015 has been made accordingly. There were no undistributed earnings in Majesco and its US subsidiaries as of March 31, 2017 and 2016. The remaining earnings of Majesco from its non-US subsidiaries are considered to be permanently reinvested. As of March 31, 2017 and 2016, the cumulative amounts of such undistributed earnings were $1,848 and $2,716, respectively. The determination of the amount of the unrecognized deferred tax liability relating to undistributed earnings is not practicable because numerous possible methods could be used to facilitate the repatriation of earnings to the US, and each would require evaluation of withholding taxes, evaluation of the local taxability of dividends as well as an analysis of Majesco’s historical tax position and the ability to use foreign tax credits. Furthermore, due to Majesco’s complex legal structure, the number of jurisdictions involved, and the layers of regulatory requirements, all of which would have to be evaluated to determine the amount of allowable dividends between legal entities and ultimately to the U.S., such an effort would require significant amount of Company resources. Because any estimate would not be meaningful due to the numerous assumptions upon which it would be based, and because of the significant resources, this exercise would require, Majesco has determined that it is not practical to estimate the amount of unrecognized deferred tax liabilities. In the US and India, the income tax returns are subject to examination by the appropriate tax authorities for the year ended June 30, 2010 and onwards and March 31, 2011 and onwards, respectively. |
EMPLOYEE STOCK OPTION PLAN
EMPLOYEE STOCK OPTION PLAN | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EMPLOYEE STOCK OPTION PLAN | 16 EMPLOYEE STOCK OPTION PLAN Employee Stock Option Scheme of Majesco Limited — Plan 1 Certain employees of the Group participate in the Group’s parent company Majesco Limited’s employee stock option plan. The plan termed as “ESOP plan 1”, became effective June 1, 2015, the effective date of the demerger of Mastek Ltd. Group employees who were having options in the earlier ESOP plans of Mastek Ltd. have now been given options of Majesco Limited. Under the plan, Majesco Limited during the year has also granted newly issued options to the employees of MSSIPL. During the year ended March 31, 2017 37,500 options were granted. The options were granted at the market price on the grant date. As of March 31, 2017, the total future compensation cost related to non-vested options not yet recognized in the Statement of Operations was $1,911 and the weighted average period over which these awards are expected to be recognized was 2.18 years. The weighted average remaining contractual life of options expected to vest as of March 31, 2017 is 9.19 years. Activity in the stock options granted under the Majesco Limited ‘s stock option plans granted to Majesco’s employees during the year was as follows: Year Ended Year Ended Year Ended Particulars Number Weighted Number Weighted Number Weighted Outstanding at the beginning of the year 2,015,401 $ 3.23 1,599,015 $ 1.45 1,337,775 $ 2.85 Granted during the year 37,500 7.96 825,000 5.82 848,389 2.37 Forfeited during the year (257,705 ) 5.57 (147,982 ) 2.99 (546,805 ) 2.94 Expired during the year (18,145 ) 2.79 (19,514 ) 3.37 (300 ) 5.07 Exercised during the year (153,011 ) 1.86 (130,522 ) 1.75 (143,294 ) 2.08 Transfer adjustment (— ) — (110,596 ) 1.14 103,250 2.27 Outstanding at the end of the year $ 1,624,040 $ 3.06 $ 2,015,401 $ 3.23 $ 1,599,015 $ 1.45 Exercisable at the end of the year 807,695 $ 2.18 560,417 $ 1.51 503,156 $ 2.33 * The per share value has been converted at year end rate 1 US$ =Rs. 64.85, Rs. 66.255 and Rs. 62.50 as of March 31, 2017, 2016 and 2015, respectively. The weighted average grant date fair values of options granted during the fiscal years ended March 31, 2017, 2016 and 2015 is $4.65, $5.70 and $2.31, respectively, per option. The weighted average grant date fair value of vested options as of March 31, 2017 and 2016 is $1.55 and $1.17, respectively, per option. The Aggregate Intrinsic Value of options outstanding is $162 and options exercisable is $70 as of March 31, 2017. The Group calculated the fair value of each option grant on the date of grant using the Black-Scholes pricing method with the following assumptions: As of March 31, Variables (range) 2017 2016 2015 Expected term of share options 6 Years 6 Years 6 Years Risk-free interest rates 7.29% 7.61% 8.70% Expected volatility 51.16% 49.17% 47.77% Expected dividend yield 0% 0% 2.56% The volatility is determined based on annualized standard deviation of the continuously compounded rate of return on the stock over the time to maturity of the options. The risk free interest rates are determined using the expected life of options based on the zero-coupon yield curve for Government Securities in India. The expected dividend is based on the average dividend yields for the preceding seven years. Weighted average price is based on latest available closing market price on the stock exchange with the highest trading volume on the date of grant. Summary of outstanding options as of March 31, 2017 is as follows Exercise Price Range* Number of Wtd. Avg. Wtd. Avg. $0.1 – $3 970,915 1.37 7.48 $3.1 – $6 554,125 5.05 9.43 $6.1 – $7 99,000 8.49 9.88 Total 1,624,040 3.06 8.29 Summary of exercisable options as of March 31, 2017 is as follows: Exercise Price range* Number of Wtd. Avg. Wtd. Avg. $0.1 – $3 649,445 1.36 6.87 $3.1 – $6 136,000 5.05 2.58 $6.1 – $7 22,250 8.50 9.85 Total 807,695 2.18 7.38 * The per share value has been converted at year end rate 1 US$ = Rs 67 as of March 31, 2017. In accordance with SAB Topic 14, Majesco uses the simplified method for estimating the expected term when measuring the fair value of employee stock options using the Black-Scholes option pricing model. Majesco believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the following criteria established by SAB Topic 14: • stock options are granted at-the-money; • exercisability is conditional only on the completion of a service condition through the vesting date; • employees who terminate their service prior to vesting forfeit the options; • employees who terminate their service after vesting are granted limited time to exercise their stock options (typically 30 – 90 days); and • stock options are nontransferable and nonhedgable. Given our limited history with employee grants, we use the “simplified” method in estimating the expected term for our employee grants. The “simplified” method, as permitted by applicable regulations, is calculated as the average of the time-to-vesting and the contractual life of the options. Majesco 2015 Equity Incentive Plan In the fiscal year ended March 31, 2017, we recognized $1,324 compared to $748 in the fiscal year ended March 31, 2016, of stock-based compensation expense in our consolidated Financial Statements. In June 2015, Majesco adopted the Majesco 2015 Equity Incentive Plan (the “2015 Plan”). Options and stock awards for the purchase of up to 3,877,263 shares may be granted by the Board of Directors to our employees, consultants and directors at an exercise or grant price determined by the Board of Directors on the date of grant. Options may be granted as incentive or nonqualified stock options with a term of not more than ten years. The 2015 Plan allows the Board of Directors to grant restricted or unrestricted stock awards or awards denominated in stock equivalent units or any combination of the foregoing and may be paid in common stock or other securities, in cash, or in a combination of common stock or other securities and cash. On March 31, 2017, an aggregate of 1,004,374 shares were available for grant under the 2015 Plan. Majesco uses the Black-Scholes-Merton option-pricing model (“Black-Scholes”) to measure fair value of the share-based awards. The Black-Scholes model requires us to make significant judgments regarding the assumptions used within the model, the most significant of which are the expected stock price volatility, the expected life of the option award, the risk-free interest rate of return and dividends during the expected term. • Expected volatilities are based on peer entities as the historical volatility of Majesco’s common stock is limited. • In accordance with SAB Topic 14, Majesco uses the simplified method for estimating the expected term when measuring the fair value of employee stock options using the Black-Scholes option pricing model. Majesco believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. • The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yields for an equivalent term at the time of grant. • Majesco does not anticipate paying dividends during the expected term. 2017 2016 Expected volatility 41% – 50% 41% – 50% Weighted-average volatility 41% 41% Expected dividends 0 0 Expected term (in years) 3 – 5 Years 3 – 5 Years Risk-free interest rate 0.46 0.46 As of March 31, 2017, there was $$4,154 of total unrecognized compensation costs related to non-vested share-based compensation arrangements previously granted by Majesco. That cost is expected to be recognized over a weighted-average period of 3.1 years. A summary of the outstanding common stock options under the 2015 Plan is as follows: Shares Exercise Weighted-Average Weighted-Average Balance, April 1, 2015 — $ — — $ — Granted 2,279,882 4.81 – 7.72 9.07Years 5.24 Canceled (100,497 ) 4.81 – 6.93 4.95 Balance, April 1, 2016 2,179,385 $ 4.81 – 7.72 9.07Years $ 5.25 Granted 860,331 4.79 – 6.22 9.41Years 5.56 Exercised (2,083 ) 4.92 4.92 Canceled (168,991 ) 4.81 – 7.53 5.37 Balance, March 31, 2017 2,868,642 $ 4.79 – 7.72 8.91Years $ 5.34 Number Weighted-Average Weighted-Average Fair Value Exercise Price at Stock Price 860,331 $ 5.56 $ 2.25 The options granted during fiscal 2016 are distributed as follows, relative to the difference between the exercise price and the stock price at grant date: Number Weighted-Average Weighted-Average Exercise Price at Stock Price 2,279,882 $ 5.24 $ 2.06 Exercisable options at March 31, 2017 were as follows: Number of Weighted-Average March 31, 2017 627,675 $ 5.70 March 31, 2016 163,390 $ 7.63 The following table summarizes information about stock options at March 31, 2017: Outstanding Stock Options Exercisable Range of Shares Weighted-Average Weighted-Average Shares Weighted-Average $ 4.79 − $6.20 2,590,826 9.2 Years $ 5.16 471,859 $ 5.06 $ 7.53 − $7.72 277,816 6.7 Years $ 7.01 155,816 $ 7.61 The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options. We follow FASB Accounting Standards Codification (“ASC”) 718, Accounting for Stock Options and Other Stock-Based Compensation. Among other items, ASC 718 requires companies to record the compensation expense for share-based awards issued to employees and directors in exchange for services provided. The amount of the compensation expense is based on the estimated fair value of the awards on their grant dates and is recognized over the required service periods. Our share-based awards include stock options and restricted stock awards. For restricted stock awards, the calculation of compensation expense under ASC 718 is based on the intrinsic value of the grant. Majesco Employee Stock Purchase Plan Majesco established the Majesco Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to be qualified under Section 423 of the Internal Revenue Code. If a plan is qualified under Section 423, employees who participate in the ESPP enjoy certain tax advantages. The ESPP allows employees to purchase shares of Majesco common stock at a discount, without being subject to tax until they sell the shares, and without having to pay any brokerage commissions with respect to the purchases. The purpose of the ESPP is to encourage the purchase of Majesco common stock by our employees, to provide employees with a personal stake in our business and to help us retain our employees by providing a long range inducement for such employees to remain in our employ. The ESPP provides employees with the right to purchase shares of common stock through payroll deductions. The total number of shares available for purchase under the ESPP is 2,000,000. The ESPP Plan became effective January 1, 2016. As of March 31, 2017, we had issued and sold 54,763 shares under the ESPP. Warrants As of March 31, 2017, there were warrants to purchase 334,064 shares of common stock outstanding. A summary of the terms of the outstanding warrants as of March 31, 2017 is as follows: Outstanding Exercise Weighted-Average Weighted-Average Balance, April 1, 2015 — — Granted 334,064 6.84 − 7.00 1.7 6.85 Balance, March 31, 2016 334,064 $ 6.85 Granted — — Balance, March 31, 2017 334,064 $ 6.85 Exercisable Warrants at March 31, 2017 were as follows: Number of Weighted-Average March 31, 2017 334,064 $ 6.85 March 31, 2016 309,064 $ 6.84 On September 11, 2012, Cover-All entered into a Loan and Security Agreement (“Loan Agreement”) by and among Imperium Commercial Finance Master Fund, LP, a Delaware limited partnership (“Imperium”), as lender, Cover-All Systems, Inc., a wholly-owned subsidiary of Cover-All (the “Subsidiary”), as borrower, and Cover-All as guarantor. The Loan Agreement provided for a three-year term loan to the Subsidiary of $2,000,000 and a three-year revolving credit line to the Subsidiary of up to $250,000, evidenced by a Revolving Credit Note in favor of Imperium (together with the Term Note, the “Imperium Notes”). Prior to the merger with Majesco, Cover-All paid in full the balance of the Imperium Notes. In connection with the Loan Agreement, Cover-All issued to Imperium a five-year warrant (the “Stock Purchase Warrant”) to purchase 1,400,000 shares of Cover-All’s common stock at an exercise price of $1.48 per share. Cover-All also issued five-year warrants (the “Monarch Warrants”) to purchase 42,000 shares, in the aggregate, of Cover-All’s common stock at an exercise price of $1.48 per share, to Monarch Capital Group, LLC (“Monarch”), which acted as Cover-All’s financial adviser in connection with the loan transaction, and an officer of Monarch. The Stock Purchase Warrants became exercisable on the date of the merger of Cover-All with Majesco. These issued and outstanding warrants to purchase shares of Cover-All common stock were not exercised or cancelled prior to the merger and were assumed by Majesco in accordance with their terms on the same terms and conditions as were applicable to such warrants immediately prior to the merger, with the number of shares subject to, and the exercise price applicable to, such warrants being appropriately adjusted based on the exchange ratio of 0.21641. On September 1, 2015, Majesco issued to Maxim Partners LLC a five year warrant to purchase 25,000 shares of common stock of Majesco at an exercise price of $7.00 per share. The warrant was issued in connection with the engagement of the holder to perform certain advisory services to the Group. The number of shares issuable upon exercise of the warrant may be reduced under certain circumstances of non-performance under the services agreement. The warrant may be exercised at any time after September 1, 2016 and will expire, if unexercised, on September 1, 2020. The warrant contains certain anti-dilution adjustment protection in case of certain future issuances of securities, stock dividends, split and other transactions affecting Majesco’s securities. The holder of the warrant is entitled to piggyback registration rights in case of certain registered securities offerings by Majesco . Total employee stock option plans expenses The total amount of compensation expense recognized in Majesco’s Statement of Operations in respect of employee stock option plans is as follows: Year Ended Year Ended Year Ended Cost of revenue $ 360 $ 148 $ 41 Research and development expenses 118 83 8 Selling, general and administrative expenses 1,100 517 199 Total $ 1,578 $ 748 $ 248 |
OTHER INCOME_(EXPENSES)
OTHER INCOME/(EXPENSES) | 12 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME/(EXPENSES) | 17 OTHER INCOME/(EXPENSES) Other income/(expenses) consists of following: Year ended Year ended Year ended (Loss) on derivative instruments not designated as hedges and ineffective portion of derivative instruments designated as hedges $ — $ — $ — Foreign exchange gain (108) 122 187 Others 93 167 994 Other income/(expenses) $ (15) $ 289 $ 1,181 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 18 EARNINGS PER SHARE The basic and diluted earnings/(loss) per share were as follows: Year ended Year ended Year ended Net income/(Loss) $ (922 ) $ (3,562 ) $ (651 ) Basic weighted average outstanding equity shares 36,477,774 35,055,000 30,575,000 Adjustment for dilutive potential common stock Options under Majesco 2015 Equity Plan Dilutive weighted average outstanding equity 36,477,774 35,055,000 30,575,000 Earnings per share Basic $ (0.02 ) $ (0.10 ) $ (0.02 ) Diluted $ (0.02 ) $ (0.10 ) $ (0.02 ) Basic earnings per share amounts are calculated by dividing net income for the year ended March 31, 2017, 2016 and 2015 attributable to common shareholders by the weighted average number of ordinary shares outstanding during the same periods. Diluted earnings per share amounts are calculated by dividing the net income attributable to common shareholders by the sum of the weighted average number of ordinary shares outstanding during the periods plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potential common shares into common shares. The calculation of diluted earnings per share excluded potential equity shares and options granted to employees, as their inclusion would have been antidilutive. |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSACTIONS | 19 RELATED PARTIES TRANSACTIONS Reimbursement of Expenses The following tables summarize the liabilities to or by related parties: As of As of Net reimbursable expenses payable to Majesco Limited or Mastek Limited (1) $ 622 $ 927 (1) The net reimbursable expenses payable at March 31, 2017 and March 31, 2016 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Limited that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. Leases MSSIPL entered into an operating lease for its operation facilities in Mahape, India, as lessee, with Majesco Limited, Majesco’ s parent company, as lessor. The approximate aggregate annual rent payable to Majesco Limited under this lease agreement is $1,253. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL also entered into a lease for facilities for its operations in Pune, India, with Mastek Ltd. as lessor. The lease is effective June 1, 2015 and expires on May 31, 2020. MSSIPL has also entered into a supplementary lease for its operations in Pune, India, with Mastek Ltd. as lessor. The lease is effective April 1, 2016 and expires on May 31, 2020. The approximate aggregate annual rent payable to Mastek Ltd. under these lease agreements is $394. MSSIPL also entered into a lease for facilities for its operations in Ahmedabad, India, with Mastek Ltd. as lessor. The approximate aggregate annual rent payable to Mastek Ltd. under this lease agreement is $2. The lease was renewed in December 1, 2015 for a new term ending on October 31, 2016, and further extended to December 31, 2016. The lease has not been renewed. As of As of Security deposits paid to Majesco Limited by MSSIPL for use of $ 648 $ 634 Security deposits paid to Mastek Ltd. by MSSIPL for use of Pune premises $ 224 $ 163 Security deposits paid to Mastek Ltd. by MSSIPL for use of $ — $ 1 Rental expenses paid by MSSIPL to Majesco Limited for use of premises for the years ended March 31, 2017 and March 31, 2016 was $1,259 and $ 1,066, respectively. Rental expenses paid by MSSIPL to Mastek Ltd. for use of premises for the years ended March 31, 2017 and March 31, 2016 was $397 and $272, respectively. Joint Venture Agreement On September 24, 2015, MSSIPL and Mastek (UK) Limited, a wholly owned subsidiary of Mastek Ltd. (“Mastek UK”), entered into a Joint Venture Agreement (the “Joint Venture Agreement”) pursuant to which the two companies agreed to work together to deliver services to third parties under the terms of the Joint Venture Agreement, which services comprise the delivery of development, integration and support services to third parties by use of Mastek Ltd.’s development, integration and support methodologies and tools. The Joint Venture Agreement is effective September 24, 2015 and will remain in force, unless terminated by either party upon three months’ notice in writing to the other of its intention to terminate the Joint Venture Agreement. The consideration for each party’s performance of its obligations under the Joint Venture Agreement is the performance of the other’s obligations under the same agreement, being services to the other. The services comprise in the case of Mastek Ltd., Mastek Ltd.’s development, integration and support methodologies and tools and business development services. In the case of MSSIPL, the services comprise the provision of leading edge technical expertise and advice. The parties will also exchange technical, business and other information. Purchase of Singapore Subsidiary On October 31, 2015, Majesco Sdn. Bhd., a company incorporated under the laws of Malaysia and wholly-owned subsidiary of Majesco (“Majesco Malaysia”), entered into a Share Purchase Agreement with Mastek Ltd. pursuant to which Majesco Malaysia purchased from Mastek Ltd. all of the issued and outstanding shares of Mastek Asia Pacific Pte. Limited, a company incorporated under the laws of Singapore, for a total cash purchase consideration of 381,800 Singapore Dollars (USD $276,000). The acquisition closed on November 1, 2015. Mastek Asia Pacific Pte. Limited has since been renamed “Majesco Asia Pacific Pte. Limited.” Services Agreements On December 2, 2015, Majesco UK Limited, a company registered in England and Wales wholly owned by Majesco (“Majesco UK”), entered into a Services Agreement with Mastek UK, pursuant to which Mastek UK provides certain corporate and operational support services to Majesco UK, including managed office accommodation and facilities; managed office IT infrastructure and networks; and corporate support services, insurance coverage and subscription to professional associations and publications. The charges for these core services consist of a monthly charge of 13 UK Pounds (USD $20) and a pass through of actual costs of providing the services. Any support services by Mastek UK staff not included in the core services is charged on a basis to be determined separately between both parties but before provision of such services. Either party may at any time, by notice in writing to the other party, terminate this agreement for breach or if the other party becomes subject to insolvency issues. Either party for any reason or no reason may also terminate this agreement by providing the other party written notice of the termination ninety (90) days in advance. The Services Agreement contains customary representations, warranties and indemnities of the parties. The effective date of this Services Agreement is January 1, 2015. The expense by Majesco UK to Mastek UK under the Services Agreement for the years ended March 31, 2017 and March 31, 2016 was $138 and $203, respectively. On March 1, 2016, Majesco, and Digility Inc., a Delaware corporation (“Digility”) wholly-owned by Mastek UK, entered into a Services Agreement, pursuant to which Majesco will provide certain management and operational support services to Digility, including managed office accommodation and facilities, managed office IT infrastructure and networks, and corporate support services. The charges for these services consist of an initial set-up fee of $1, a monthly fee of $4 and a pass through of actual costs of providing the services incurred in excess of the monthly fee. Either party may at any time, by notice in writing to the other party, terminate the Services Agreement for breach or if the other party becomes subject to insolvency issues. Either party for any reason or no reason may terminate the Services Agreement by providing the other party written notice of the termination thirty (30) days in advance. The Services Agreement contains customary representations, warranties and indemnities of the parties. The effective date of the Services Agreement is March 1, 2016. Service charges received from Digility for the years ended March 31, 2017 and March 31, 2016 was $45 and $0, respectively. On August 2, 2016, Majesco Limited and MSSIPL entered into a master service agreement, effective as of June 30, 2016 pursuant to which MSSIPL will provide software development services to Majesco Limited. Under this agreement, MSSIPL will charge Majesco Limited cost plus a margin for the services rendered. Software development charges charged by MSSIPL under the agreement for the years ended March 31, 2017 and March 31, 2016 was $823 and $0, respectively. Sublease On March 1, 2016, Majesco and Digility entered into a Sublease Agreement (the “Sublease Agreement”), pursuant to which Majesco sublets the premises located on the first floor of 685 Route 202/206, Bridgewater, New Jersey to Digility. Digility will pay monthly $1 for rent to Majesco during the term of the Sublease Agreement. Digility will also reimburse Majesco for any costs charged by the landlord, Route 206 Associates, a New Jersey partnership, for additional services requested by Digility. The term of the Sublease Agreement commenced on March 1, 2016 and will expire on July 31, 2017, unless terminated at an earlier date. Either party for any reason or no reason may terminate the Sublease Agreement by providing the other party written notice of the termination thirty (30) days in advance. The Sublease Agreement contains customary representations, warranties and indemnities of the parties. Rental charges received from Digility for the years ended March 31, 2017 and March 31, 2016 was $14 and $1, respectively. Guarantee During the fiscal years ended March 31, 2017 and March 31, 2016, Majesco paid $213 and $0, respectively, to Majesco Limited as arrangement fees and guarantee commission for the guarantee given by Majesco Limited to HSBC and ICICI Bank for the facilities taken by Majesco and its subsidiaries. Intellectual Property License On August 2, 2016, Majesco Limited and MSSIPL entered into a Memorandum of Understanding (the “MOU”) pursuant to which MSSIPL granted Majesco Limited a perpetual, royalty-free right to use the intellectual property rights of MSSIPL in “Elixir”, including any improvements and upgrades, in connection with Majesco Limited’s India insurance business. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 20 SEGMENT INFORMATION The Group operates in one segment as software solutions provider for the insurance industry. The Group’s chief operating decision maker (the “CODM”) of the Group is the Chief Executive Officer. The CODM manages the Group’s operations on a consolidated basis for purposes of allocating resources. When evaluating the Group’s financial performance, the CODM reviews all financial information on a consolidated basis. Majority of the Group’s principal operations and decision-making functions are located in the United States. The following table sets forth revenues by country based on the billing address of the customer: Year ended Year ended Year ended USA $ 107,077 $ 98,209 $ 62,084 UK 8,167 8,935 6,828 Canada 1,748 2,175 3,209 Malaysia 3,625 3,672 5,347 Thailand 0 0 448 Singapore 59 73 0 India 1,092 238 700 Others 0 0 666 $ 121,768 $ 113,302 $ 79,282 The following table sets forth the Group’s property and equipment, net by geographic region: As of March 31, 2017 2016 USA $ 1,812 $ 1,668 India 1,835 1,788 United Kingdom 11 5 Malaysia 1 1 Canada 0 0 $ 3,659 $ 3,462 We provide a significant volume of services to many customers. Therefore, a loss of a significant customer could materially reduce our revenues. The Group had no customer for the fiscal year ended March 31, 2017, one customer for the fiscal year ended March 31, 2016 and no customer for the fiscal year ended March 31, 2015 that accounted for 10% or more of total revenue. The Group had no customer as of March 31, 2017 and one customer as of March 31, 2016 that accounted for 10% or more of total accounts receivables and unbilled accounts receivable. Presented in the table below is information about our major customer: Year ended Year ended Year ended Amount % of Amount % of Amount % of Customer A Revenue $ 9,106 7.5 % $ 11,540 10.2 % $ 6,884 8.7 % Accounts receivables and unbilled accounts receivable $ 697 3.4 % $ 4,295 14.4 % $ 41 0.3 % Customer B Revenue $ 6,511 5.3 % $ 6,166 5.4 % $ 5,903 7.4 % Accounts receivables and unbilled accounts receivable $ 243 1.2 % $ 923 3.1 % $ 378 2.8 % |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 21 COMMITMENTS Capital Commitments The Group had outstanding contractual commitments of $358 and $842 as of March 31, 2017 and 2016, respectively for capital expenditures relating to acquisition of property, equipment and new network infrastructure. Operating Leases The Group leases certain office premises under operating leases. Many of these leases include a renewal option on a periodic basis at the Group’s option, with the renewal periods extending in the range of 2 – 5 years. Rental expense for operating leases amounted to $3,348, $2,788 and $2,379 for the fiscal years ended March 31, 2017, 2016 and 2015, respectively. The schedule for future minimum rental payments over the lease term in respect of operating leases is set out below. Year ended March 31, Amount 2018 2,991 2019 3,003 2020 3,087 2021 709 2022 278 Beyond 5 years 701 Total minimum lease payments $ 10,769 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | 22 ACQUISITIONS On December 14, 2014, Majesco entered into a definitive merger agreement with Cover-All. The merger was completed on June 26, 2015. Cover-All licenses and maintains software products for the property/casualty insurance industry throughout the United States and Puerto Rico. Majesco merged with Cover-All to expand its insurance business in the United States. The following table summarizes the consideration paid in the merger of Cover-All into Majesco and the amounts of identified assets acquired and liabilities assumed at the merger date: Fair value of consideration transferred Common stock $ 12 Additional paid-in capital $ 29,708 Total consideration $ 29,720 The merger of Cover-All and Majesco was a stock-for-stock merger with each share of Cover-All common stock issued and outstanding immediately prior to the merger converted into the right to receive the number of shares of Majesco common stock multiplied by the exchange ratio. The exchange ratio in the merger was 0.21641. Accordingly, at the closing of the merger, Cover-All in the aggregate represented 16.5% of the total capitalization of the combined company. In the merger, 5,844,830 shares of Majesco common stock were issued to the shareholders of Cover-All and 197,081 equity incentives were issued to the holders of options and restricted stock units of Cover-All. Consequently, common stock of Majesco is increased by $12 and additional paid in capital is increased by $29,708. Recognized amount of identifiable assets acquired and liabilities assumed Amount Cash $ 2,990 Accounts receivable 1,592 Prepaid expenses and other current assets 629 Property, plant and equipment 454 Other assets 148 Customer contracts 2,410 Customer relationships 4,460 Technology 3,110 Defer tax asset on NOL 459 Accounts payable (1,120 ) Accrued expenses (623 ) Deferred revenue (2,515 ) Capital lease liability (294 ) Total fair value of assets acquired 11,700 Fair value of consideration paid 29,720 Goodwill $ 18,020 The goodwill of $18,020 arising from the merger consists largely of the synergies and economies of scale expected from combining the operations of Majesco and Cover-All. Further, though workforce has been valued, it is not recognized separately, but subsumed in goodwill. Goodwill deductible for tax purpose amounts to $NIL. On October 31, 2015, Majesco Malaysia entered into a Share Purchase Agreement with Mastek Ltd. for the purchase of the issued and authorized shares of Mastek Asia Pacific Pte. Limited, which was renamed Majesco Asia Pacific Pte. Limited. Recognized amount of identifiable assets acquired and liabilities assumed Amount Cash $ 212 Accounts receivable 18 Other assets 1 Accrued expenses (14 ) Total fair value of assets acquired 217 Fair value of consideration paid 276 Goodwill $ 59 The following table summarizes the consideration paid to Mastek Ltd. and the amounts of identified assets acquired and liabilities assumed at the effective date: The changes in the varying amount of goodwill are as follows: Changes in carrying amount of the goodwill As of As of Opening value $ 32,275 14,196 Addition of goodwill related to acquisition — 18,079 Changes on account of current fluctuation 1 Impairment of Goodwill (60 ) Closing value $ 32,216 32,275 Due to uncertainty in the future business of Majesco Asia Pacific Pte. Limited, which indicated the potential impairment of goodwill, the Group decided to impair the amount of goodwill recognized earlier in the acquisition of this entity as at March 31, 2017. Details of identifiable intangible assets acquired are as follows: Weighted average Amount Residual Customer contracts 3 $ 2,410 — Customer relationships 8 4,460 — Technology 6 3,110 — Total 6 $ 9,980 — Revenues and earnings specific to the Cover-All business for the period June 26, 2015 to June 30, 2015 were $233 and $47, respectively. Revenues and earnings specific to the Cover-All business for the period July 1, 2015 to March 31, 2016 were $17,636 and $1,260, respectively. Pro-Forma Financial Information (Unaudited): The following unaudited proforma financial information is presented to illustrate the estimated effect of the Cover-All merger and Mastek Asia Pacific Pte. Limited acquisition, the related financing of funds and tax effects from these transactions. The unaudited proforma information for the periods set forth below gives effect to 2015 and 2014 transactions as if they had occurred as of April 1, 2014. Majesco has a fiscal year end of March 31st and Cover-All has a fiscal year end of December 31st. The unaudited proforma financial information for the twelve months ended March 31, 2017 and March 31, 2016 reflects the Statement of Operations of Majesco for the twelve months ended March 31, 2017 and March 31, 2016 and Cover-All for the twelve months ended March 31, 2017 and March 31, 2016, respectively. The unaudited proforma financial information is presented for illustrative purposes only, and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented. The following unaudited pro-forma summary presents consolidated information of Majesco as if the business combination had occurred on April 1, 2014: Unaudited Unaudited Revenue 118,475 86,262 Earnings/(loss) (3,360 ) (748 ) There are no material nonrecurring pro forma adjustments directly attributable to the merger included in the reported pro forma revenue and earnings. These proforma amounts have been calculated after applying Majesco’s accounting policies and adjusting the results of Cover-All to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from April 1, 2014 with consequential tax effects. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Mar. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
NON CONTROLLING INTEREST | 23 NON CONTROLLING INTEREST As of March 31, 2016, all the subsidiaries are 100% subsidiaries through direct and step down holdings and hence non-controlling interest is Nil. Until December 2014, the Group held a 90% equity interest in Vector Insurance Services LLC (“Vector”). On January 21, 2015, Vector bought back 10% shares held by the minority shareholders for a consideration of $5. Subsequent to this buy-back, Vector signed an agreement of merger with Majesco dated February 15, 2015. The merger was effected on March 5, 2015. This merger has no impact on the Group’s financial position or results of its operations. |
QUARTERLY RESULTS
QUARTERLY RESULTS | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS | 24 QUARTERLY RESULTS (Unaudited) Quarter ended June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Revenue 32,554 31,046 30,012 28,156 Income/(loss) from operations (435 ) 271 192 (267 ) Net Income (550 ) 217 209 (798 ) Net income/(loss) attributable to Owners of (550 ) 217 209 (798 ) Basic EPS (0.02 ) 0.01 0.01 (0.02 ) Diluted EPS (0.02 ) 0.01 0.01 (0.02 ) (Unaudited) Quarter ended June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Revenue 23,163 28,208 29,625 32,306 Income from operations 91 (1,540 ) (2,288 ) (729 ) Net Income 82 (976 ) (1,130 ) (1,538 ) Net income/(loss) attributable to Owners of 82 (976 ) (1,130 ) (1,538 ) Basic EPS (0.00 ) (0.03 ) (0.03 ) (0.04 ) Diluted EPS (0.00 ) (0.03 ) (0.03 ) (0.04 ) |
RECENT DEVELOPMENTS
RECENT DEVELOPMENTS | 12 Months Ended |
Mar. 31, 2017 | |
Recent Developments [Abstract] | |
RECENT DEVELOPMENTS | 25 RECENT DEVELOPMENTS On May 9, 2017, MSSIPL and Standard Chartered Bank entered into an Export Invoice Financing Facility, Working Capital Overdraft Facility, Short Term Loans Facility, Bonds and Guarantees Facility and Pre Shipment Financing Under Export Orders Facility (the “Combined Facility”) pursuant to which Standard Chartered Bank agrees to a Combined Facility of up to INR 200,000,000 ($3,092,760 at exchange rates in effect on the date of the agreement). The Export Invoice Financing Facility is for the financing of MSSIPL’s sale of goods, as evidenced by MSSIPL’s invoice to the customer. Each amount drawn is required to be repaid within 90 days. The interest on this facility is based on the marginal cost of funds based lending rate (“MCLR”) plus a margin to be agreed with Standard Chartered Bank at the time of each drawdown. The MCLR is to be determined on the date of each disbursement and be effective until repayment. Interest will accrue from the utilization date to the date of repayment or payment of that utilization. The Working Capital Overdraft Facility and the Short Term Loans Facility are for working capital purposes and subject to sub-limits. The interest on these facilities is based on the MCLR plus a margin to be agreed with Standard Chartered Bank at the time of each borrowing. The MCLR is to be determined on the date of each disbursement and be effective until repayment or maturity. Interest will accrue from the draw down date up to the repayment or maturity date. The Bonds and Guarantees Facility is for the issuance of guarantees and subject to commissions as agreed with Standard Chartered Bank from time to time. The Pre Shipment Financing Under Export Orders Facility is for the purchase of raw material, processing, packing, transportation, warehousing and other expenses and overheads incurred by MSSIPL to ready goods for sale. The interest on this facility is based on the MCLR plus a margin to be agreed with Standard Chartered Bank at the time of each borrowing. The MCLR is to be determined on the date of utilization and be effective until repayment. Interest will accrue from the utilization date up to the repayment date. The interest under the Combined Facility may be changed by Standard Chartered Bank upon the occurrence of certain market disruption events. The Combined Facility is secured by a first pari passu security interest over the current assets of MSSIPL. |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements presented herein represent (i) periods prior to March 31, 2015 when Majesco was a wholly owned subsidiary of Mastek Ltd. (referred to as “Combined Financial Statements”) and (ii) the period as of and subsequent to March 31, 2015 when Majesco became a separate publicly-traded company (referred to as “Consolidated Financial Statements”). The combined financial statements for fiscal 2014 have been prepared on a ‘carve-out’ basis (assuming the Reorganization had been effected as of July 1, 2012) and are derived from the historical consolidated financial statements and accounting records of Mastek. All material inter-company balances and transactions have been eliminated on combination. The combined financial statements reflect the Group’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined Balance Sheet, combined Statement of Operations and combined Statement of cash flows of the Group may not be indicative of the Group had it been a separate operation during the periods presented, nor are the results stated herein indicative of what the Group’s financial position, results of operations and cash flows may be in the future. These combined financial statements include assets and liabilities that are specifically identifiable or have been allocated to the Group. Costs directly related to the Group have been included in the accompanying financial statements. The Group historically received service and support functions from Mastek Ltd. The costs associated with these support functions have been allocated relative to Mastek Ltd. in its entirety, which is considered to be the most meaningful under the circumstances. The costs were allocated to the Group using various allocation inputs, such as head count, services rendered, and assets assigned to the Group. These allocated costs are primarily related to corporate administrative expenses, employee related costs, including gratuity and other benefits, and corporate and shared employees. These allocated costs only apply to the combined financial statements for the period ended March 31, 2015. The Group considers the expense allocation methodology and results to be reasonable for the year ended March 31, 2014. These allocations may not be indicative of the actual expenses the Group may have incurred as a separate independent public company during the periods presented. Mastek Ltd. maintained benefit and stock-based compensation programs at the parent company level. After the demerger of Mastek Ltd., which became effective with effect from June 1, 2015, the Group employees who participated in those programs were allotted options of Majesco’s parent company, Majesco Limited, in the same proportion in addition to the existing options of Mastek Ltd. which these employees already had. The consolidated Balance Sheets do not include any outstanding equity related to the stock-based compensation programs of Mastek Ltd. but include outstanding equity related to the stock-based compensation programs of Majesco Limited. The Group’s acquisition costs for the insurance related businesses of Mastek Ltd. under the Reorganization has been reflected under ‘Accrued expenses and other liabilities — Related Parties’ and ‘Other liabilities — Related Parties’ in the consolidated Balance Sheet as of March 31, 2015. Such costs were paid on July 1, 2015. |
Use of estimates | Use of estimates The preparation of the consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Significant estimates used in preparing these consolidated and combined financial statements include revenue recognition based on the percentage of completion method of accounting for fixed bid contracts applied to the expected contract cost to be incurred to complete various engagements, allowances for doubtful debts, provisions for losses on uncompleted contracts, valuation allowances for deferred taxes, identification and measurement of unrecognized tax benefit, provision for uncertain tax positions, future obligations under employee benefit plans, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, allocation of purchase price in business combinations, useful lives and residual value of property and equipment and intangible assets, valuation of derivative financial instruments, goodwill, contingent liabilities and assumptions used in valuing stock-based compensation expense. Although the Group regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Group bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the existing circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions do not turn out to be substantially accurate, even if such assumptions were reasonable when made. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of Majesco is the US dollar. However, Indian Rupee, Great Britain Pounds, US Dollars, Mexican Peso, Malaysian Ringgit, Thai Baht, Canadian dollar, and Singapore dollar are the functional currencies for the Group entities operating in India, the UK, the US, Mexico, Malaysia, Thailand, Canada, and Singapore, respectively. Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as a part of Accumulated other comprehensive income, a separate component of Stockholders’ equity. Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency are expressed in functional currency at the exchange rates in effect at the balance sheet date. Non-Monetary assets and liabilities denominated in foreign currency are expressed in functional currency at the historical exchange rates. Gains/(losses) resulting from foreign currency transactions amounting to $(108), $122, $187 for the years ended March 31, 2017, March 31, 2016 and March 31, 2015 are included in the Consolidated and Combined Statement of Operations under the “Other income (expenses), net” caption. |
Cash and cash equivalents, investments and restricted cash | Cash and cash equivalents, investments and restricted cash Cash and cash equivalents are comprised of cash and highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at amortized cost, which approximates their fair value due to the short maturity of the investments. The Group’s short-term investment portfolio is comprised primarily of time deposits. Time deposits with banks are valued at amortized cost, which approximates their fair value. Interest income is recognized over time on a proportionate basis. Cash and claims to cash that are restricted as to withdrawal or use in the ordinary course of business are disclosed separately as restricted cash, unless they are to be utilized for other than current operations in which case they will be separately classified as noncurrent assets. |
Property and equipment | Property and equipment Property and equipment are stated at actual cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives. The cost and the accumulated depreciation for premises and equipment sold, retired or otherwise disposed of are removed from the stated values and the resulting gains and losses are included in the consolidated and combined Statement of Operations. Maintenance and repairs are recognized when incurred. Advance paid towards acquisition of long-lived assets and cost of assets not put to use before the balance sheet date are disclosed under the caption “capital work in progress”. The estimated useful lives of assets are as follows: Leasehold Improvements 5 years or over the primary period of lease whichever is less Computers 2 years Plant and Equipment 2 – 5 years Furniture and Fixtures 5 years Vehicles 5 years Office Equipment 2 – 5 years |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the cost of the acquired businesses in excess of the estimated fair value of assets acquired, identifiable intangible assets and liabilities assumed. Goodwill is not amortized but is tested for impairment at the reporting unit level at least annually or as circumstances warrant. If impairment is indicated and the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, then goodwill is written-down. There are no indefinite-lived intangible assets. Intangible assets other than goodwill are amortized over their estimated useful lives on a straight line basis. The estimated useful life of an identifiable intangible asset is based on a number of factors, including the effects of obsolescence, demand, competition, the level of maintenance expenditures required to obtain the expected future cash flows from the asset and other economic factors (such as the stability of the industry, known technological advances, etc.). The estimated useful lives of intangible assets are as follows: Non-compete agreements 3 years Leasehold benefit Ascertainable life or primary period of lease whichever is less Internal-use Software 1 – 5 years Intellectual Property Rights 1 – 5 years Customer Contracts 1 – 3 years Customer Relationships 6 – 8 years Technology 6 years |
Software development costs | Software development costs The costs incurred for the development of software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. In certain situations in which technological feasibility is established by completing a working model, substantially all development costs could be expensed when costs qualifying for capitalization are not material. Current engineering costs related to routine updates, customer support issues, and other modifications that do not extend the life or improve the marketability of the existing software are expensed as incurred. |
Impairment of long-lived assets and intangible assets | Impairment of long-lived assets and intangible assets The Group reviews long-lived assets and certain identifiable intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During this review, the Group re-evaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. If impairment exists, the Group would adjust the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Group to concentrations of credit risk consist of cash and cash equivalents, time deposits, derivative financial instruments and accounts receivables. The Group maintains its cash and cash equivalents, time deposits, derivative financial instruments with banks having good reputation, good past track record, and who meet the minimum threshold requirements under the counterparty risk assessment process, and reviews their credit-worthiness on a periodic basis. Accounts receivables of the Group are typically unsecured. As there is no independent credit rating of the customer available with the Group, Management reviews the creditworthiness of customers based on their financial position, past experience and other factors. The Group entities perform ongoing credit evaluations of their customers’ financial condition and monitor the creditworthiness of their customers to which they grant credit terms in the normal course of business. Refer to note 20 on ‘Segment information’ for details relating to customers with revenue that accounted for 10% or more of total revenue and their outstanding total accounts receivables and unbilled accounts receivable as of March 31, 2017 and 2016. |
Accounts receivables and allowance for accounts receivables | Accounts receivables and allowance for accounts receivables Accounts receivables are recorded at invoiced amounts, net of the Group’s estimated allowances for doubtful accounts. The Group performs ongoing credit evaluations of its customers. Allowance for doubtful receivables is established in amounts considered to be appropriate based primarily upon write-off history, historical collections experience, aging analysis and management’s specific evaluation of potential losses in the outstanding receivable balances. There is judgment involved with estimating the Group’s allowance for doubtful accounts and if the financial condition of its customers were to deteriorate, resulting in their inability to make the required payments, the Group may be required to record additional allowances or charges against revenues. The Group writes-off accounts receivables against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. Amounts recovered, if any, from such debtors written off are accounted on receipt basis and disclosed as Other income. The Group’s accounts receivables are not collateralized by any security. |
Revenue recognition | Revenue recognition Revenues are recognized when all of the following general revenue recognition criteria are met: • Persuasive evidence of an arrangement exists: • Delivery or performance has occurred: • Fees are fixed or determinable: • Collectability is probable: License revenues sometimes may not be accounted for separately from software services revenues if professional services are essential to the software functionality and include significant modification or customization to or development of the underlying software code. Since these software arrangements do not qualify as a separate unit of accounting, the software license revenues are recognized using the percentage of completion method. When contracts contain multiple software and software-related elements (for example, software license, and maintenance and professional services) wherein Vendor-Specific Objective (“VSOE”) exists for all undelivered elements, we account for the delivered elements in accordance with the “Residual Method”. VSOE of fair value for post-contract customer support services is established by a stated renewal rates charged in stand-alone sales. VSOE of fair value of hosting services is based upon stand-alone sales of those services. Time and material contracts Fixed price contracts The Group also enters into multiple element revenue arrangements in which a customer may purchase a combination of a software license, hosting services, maintenance, and professional services. For multiple element arrangements that contain non-software related elements, for example the Group’s hosting services, the Group allocates revenue to each element based upon VSOE of the undelivered elements and the Group accounts for the delivered elements in accordance with the “Residual Method”. VSOE of fair value for the hosting, maintenance, and other post-contract customer support services (“PCS”) is established by a stated renewal rate charged in stand-alone renewals of each type of PCS. Revenue is shown net of applicable service tax, sales tax, value added tax and other applicable taxes. The Group has accounted for reimbursements received for out of pocket expenses incurred as revenues in the combined Statement of Operations. |
Employee benefits | Employee benefits i) Provident fund and other contribution plans: ii) Superannuation plan: iii) Pension commitments: iv) Gratuity plan: v) Leave encashment: |
Financing costs | Financing costs The Group amortizes financing costs and premiums, and accretes discounts, over the remaining life of the related debt using the effective interest amortization method. The expense is included in “Interest expense” in the combined Statements of Operations. We record discounts or premiums as a direct deduction from, or addition to, the amount of the related borrowing. |
Stock-based compensation | Stock-based compensation Stock-based compensation represents the cost related to stock-based awards granted to employees. The Group measures stock-based compensation costs at the grant date, based on the estimated fair value of the award and recognizes the cost on a straight-line basis (net of estimated forfeitures) over the employee’s requisite service period for the entire award. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from the original estimates. The Group estimates the fair value of stock options using a Black-Scholes valuation model. The cost is recorded in Cost of Revenues, Selling, General and Administrative expenses and Research and Development expenses in the Consolidated and Combined Statement of Operations based on the employees’ respective function. |
Advertising and sales commission costs | Advertising and sales commission costs Advertising and promotion related expenses are charged to the combined Statement of Operations in the period incurred. Advertising expense for the years ended March 31, 2017, March 31, 2016 and March 31, 2015 was approximately $1,032, $1,350 and $1,196, respectively. Sales commissions are recognized as an expense when earned by the sales representative, generally occurring at the time the customer order is signed. |
Derivative instruments | Derivative instruments All derivative instruments are recorded in the Consolidated Balance Sheet as either an asset or liability at their fair value. The Group normally enters into foreign exchange forward contracts and par forward contracts where the counter party is generally a bank, to mitigate its foreign currency risk on foreign currency denominated inter-company balances. For derivative financial instruments to qualify for hedge accounting, the following criteria must be met: (1) the hedging instrument must be designated as a hedge; (2) the hedged exposure must be specifically identifiable and expose the Group to risk; and (3) it is expected that a change in fair value of the derivative financial instrument and an opposite change in the fair value of the hedged exposure will have a high degree of correlation. The changes in the Group’s derivatives’ fair values are recognized in the consolidated and combined Statement of Operations unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges). For items to which hedge accounting is applied, the Group records the effective portion of derivative financial instruments that are designated as cash flow hedges in Accumulated other Comprehensive Income, a separate component of Stockholders’ equity, and an amount is reclassified out of accumulated other comprehensive income into earnings to offset the earnings impact that is attributable to the risk being hedged. Any ineffectiveness or excluded portion of a designated cash flow hedge is recognized in the statement of operations. The related cash flow impacts of derivative activities are reflected as cash flows from operating activities. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time for forecasted transactions, any cumulative gain or loss on the hedging instrument recognized in shareholders’ funds is retained there until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in hedging reserve is transferred to the consolidated and combined Statement of Operations for the year. For derivative financial instruments that do not qualify for hedge accounting, realized gains or losses and changes in the estimated fair value of these derivative financial instruments are recorded in Other Income/(Expenses). The fair value of derivatives expiring within 12 months is classified as current assets or liabilities, and of those with longer maturity is classified as non-current assets or liabilities. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes reflect the tax effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. The effect on deferred tax assets and liabilities of a change in enacted tax rates is recognized in the Statement of Operations in the year of change. Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. When the Group changes its determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made. The Group recognizes tax liabilities when, despite the Group’s belief that its tax return positions are supportable, the Group believes that certain positions may not be fully sustained upon review by the tax authorities. Benefits from tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. To the extent that new information becomes available which causes the Group to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. |
Business combination | Business combination The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Group determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, and estimates made by management. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration. Any subsequent changes to the fair value of contingent consideration classified as liabilities are recognized in the Statement of operations. |
Earnings per share | Earnings per share Basic and diluted earnings/(losses) per share are computed as net income/(loss) divided by the weighted-average number of common shares outstanding for the period. |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Leasehold Improvements 5 years or over the primary period of lease whichever is less Computers 2 years Plant and Equipment 2 – 5 years Furniture and Fixtures 5 years Vehicles 5 years Office Equipment 2 – 5 years |
Schedule of estimated useful lives of intangible assets | Non-compete agreements 3 years Leasehold benefit Ascertainable life or primary period of lease whichever is less Internal-use Software 1 – 5 years Intellectual Property Rights 1 – 5 years Customer Contracts 1 – 3 years Customer Relationships 6 – 8 years Technology 6 years |
FAIR VALUE OF FINANCIAL INSTR36
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value | As of March 31, 2017 2016 Assets Level 2 Derivative financial instruments (included in the following line items in Other assets $ — $ — Other liabilities (10 ) — Prepaid expenses and other current assets 99 180 Accrued expenses and other liabilities — (4 ) $ 89 $ 176 Level 3 Contingent consideration Other liabilities $ — $ (229 ) Accrued expenses and other liabilities (756 ) (364 ) $ (756 ) $ (593 ) Total $ (667 ) $ (417 ) |
Schedule of change in level 3 instruments | As of March 31, 2017 2016 2015 Opening balance $ (593 ) $ (1,712 ) $ (628 ) Additions — — (1,610 ) Total (Losses)/gains recognized in Statement of (163 ) (344 ) 526 Settlements — 1,463 — Closing balance $ (756 ) $ (593 ) $ (1,712 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | As of March 31, 2017 2016 Leasehold improvements $ 549 $ 389 Computers 6,444 5,202 Plant and Equipment 3,506 2,942 Furniture and Fixtures 2,469 2,423 Vehicles 260 215 Office Equipment 971 815 Capital Work in Progress — 80 Total $ 14,199 $ 12,066 Less: Accumulated depreciation (10,540 ) (8,604 ) Property and Equipment, net $ 3,659 $ 3,462 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of finite - lived intangible assets amortization expense | Weighted As of March 31, 2017 As of March 31, 2016 Gross Accumulated Net Gross Accumulated Net Customer contracts 3 $ 2,950 $ (1,955 ) $ 995 $ 2,950 $ (1,155 ) $ 1,795 Customer relationships 6 6,720 (1,828 ) 4,892 6,720 (891 ) 5,829 Intellectual Property 3 2,299 (2,299 ) — 2,251 (2,251 ) — Technology 6 3,110 (907 ) 2,203 3,110 (394 ) 2,716 Software 3 4,165 (3,547 ) 618 3,272 (3,129 ) 143 Total 4 $ 19,244 $ (10,536 ) $ 8,708 $ 18,303 $ (7,820 ) $ 10,483 |
Schedule of estimated aggregate amortization expense | Year ended March 31, Future 2018 $ 3,261 2019 1,643 2020 1,457 2021 1,358 2022 677 Thereafter 312 Total $ 8,708 |
ACCOUNTS RECEIVABLES AND ALLO39
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounts and Notes Receivable, Net [Abstract] | |
Schedule of account receivable | As of March 31, 2017 2016 Customers (trade) $ 13,627 $ 22,930 Less: Allowance for doubtful receivables (1,400 ) (427 ) Accounts receivables $ 12,227 $ 22,503 |
Schedule of group individually evaluated accounts receivables | As of March 31, 2017 2016 Opening balance $ 427 $ 564 Current period provision 1,017 519 Reversals during current period (32 ) (668 ) Foreign currency translation adjustments (12 ) 12 Closing balance $ 1,400 $ 427 |
PREPAID EXPENSES AND OTHER CU40
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expenses and other current assets | As of March 31 2017 2016 Prepaid expenses $ 1,941 $ 2,020 Advance for expenses 419 715 Loans and advance to employees 117 83 Derivative financial instruments 99 180 Advance tax 1,530 1,122 Rent Deposits 1,263 1,191 Service tax 453 566 Other advances and receivables 139 318 Total $ 5,961 $ 6,195 |
CAPITAL LEASE OBLIGATIONS (Tabl
CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments under capital leases | Year ended March 31, Amount 2018 $ 118 2019 15 2020 14 2021 7 Total minimum lease payments $ 154 Less: Interest portion 17 Present value of net minimum capital leases payments $ 137 |
Schedule of future minimum installment payment under hire purchase | Year ended March 31, Amount 2018 $ 278 2019 209 Total minimum installment payments of hire purchase $ 487 Less: Interest portion 26 Present value of net minimum installments of hire purchase $ 461 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding loans | Outstanding as of Date of loan Repayable on March 31, March 31, January 19, 2017 April 19, 2017 $ 1,957 $ 4,651 |
ACCRUED EXPENSES AND OTHER LI43
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accrued expenses and other liabilities | As of March 31, 2017 2016 Accrued expenses $ 3,826 $ 4,719 Statutory payments 1,423 780 Provision for taxation 1,298 1,214 Leave encashment 3,130 1,954 Derivative financial instruments — 4 Employee benefits 4,739 7,972 Others 495 58 Accrued expenses and other liabilities $ 14,911 $ 16,701 |
DERIVATIVE FINANCIAL INSTRUME44
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair values of derivative financial instruments | Asset Liability Noncurrent* Current* Noncurrent* Current* As of March 31, 2017 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ — $ 99 $ 10 $ — Total $ 0 $ 99 $ 10 $ — Asset Liability Noncurrent* Current* Noncurrent* Current* As of March 31, 2016 Designated as hedging instruments under Cash Flow Hedges Foreign exchange forward contracts $ 0 $ 180 $ 0 $ 4 Total $ 0 $ 180 $ 0 $ 4 * The noncurrent and current portions of derivative assets are included in ‘Other assets’ and ‘Prepaid expenses and other current assets’, respectively and of derivative liabilities are included in ‘Other liabilities’ and ‘Accrued expenses and other liabilities’, respectively in the Combined Balance Sheet. |
Schedule of pre-tax gains/(losses) recognized in and reclassified from Accumulated Other Comprehensive Income | Amount of Amount of For the year ended March 31, 2017 Foreign exchange forward contracts $ 167 $ (254 ) Total $ 167 $ (254 ) For the year ended March 31, 2016 Foreign exchange forward contracts $ (167 ) $ (202 ) Total $ (167 ) $ (202 ) For the year ended March 31, 2015 Foreign exchange forward contracts $ 633 $ 543 Total $ 633 $ 543 |
RETIREMENT BENEFIT OBLIGATION45
RETIREMENT BENEFIT OBLIGATION - GRATUITY (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of contribution plan | Year ended Year ended Year ended Group’s Total Contributions to plan $ 2,957 $ 2,957 $ 1,420 $ 2,957 $ 2,957 $ 1,420 |
Schedule of total assets accumulated plan benefits | As of March 31, 2017 2016 Total plan assets $ 2,908 $ 3,000 Actuarial present value of accumulated plan benefits 2,449 2,780 Total contributions received by the plan from all employers (for the period 0.06 126 |
ACCUMULATED OTHER COMPREHENSI46
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of changes in accumulated other comprehensive income by component | Year ended Year ended Year ended Before Tax Net of Before Tax Net of Before Tax Net of Other comprehensive income Foreign currency translation adjustments Opening balance $ 222 — 222 $ 1,884 — 1,884 $ 2,209 — 2,209 Change in foreign currency translation adjustments (567 ) — (567 ) (1,662 ) — (1,662 ) (325 ) — (325 ) Closing balance $ (345 ) — (345 ) $ 222 — 222 $ 1,884 — 1,884 Unrealized gains/(losses) on cash flow hedges Opening balance $ 176 (60 ) 116 $ 545 (185 ) 360 $ 455 (155 ) 300 Unrealized gains/(losses) on cash flow hedges 167 (57 ) 110 (167 ) 57 (110 ) 633 (215 ) 418 Reclassified to Statement of Operations (254 ) 86 (168 ) (202 ) 69 (133 ) (543 ) 185 (358 ) Net change $ (87 ) 29 (58 ) $ (369 ) 126 (243 ) $ 90 (30 ) 60 Closing balance $ 89 (31 ) 58 $ 176 (59 ) 117 $ 545 (185 ) 360 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income / loss before provision for income taxes | Year ended Year ended Year ended United States $ (1508 ) $ 19,189 $ (3,351 ) Foreign 683 (23,938 ) 2,559 (Loss) /Income before provision for income taxes $ (825 ) $ (4,749 ) $ (792 ) |
Schedule of income tax benefit | Year ended Year ended Year ended Current: U.S. Federal and state $ 28 $ 753 $ 142 Foreign 270 238 1,004 Total current $ 298 $ 991 $ 1,146 Prior Period – Current Tax: U.S. Federal and state $ 86 $ 49 $ (410 ) Foreign $ 27 $ — $ — Total Prior Period – Current Tax $ 113 $ 49 $ (410 ) Deferred: U.S. Federal and state $ (366 ) $ (2,052 ) $ (1,326 ) Foreign 52 (175 ) 449 Total deferred $ (314 ) $ (2,227 ) $ (877 ) Provision for income taxes recognized in Statement of Operations $ 97 $ (1,187 ) $ (141 ) |
Schedule of income tax expense | Year ended Year ended Year ended Net (loss)/income before taxes (825 ) (4,749 ) (792 ) Computed tax expense (324 ) (1,866 ) (311 ) Non-deductible expenses – Stock based compensation & Meals &Entertainment 697 367 97 – Others 66 97 103 Valuation allowance (228 ) — 302 Tax charge/(credit) of earlier year assessed in current year 113 330 (172 ) Net tax credit on R&D and Sec 199 deduction (306 ) (169 ) (238 ) Difference arising from different tax jurisdiction (140 ) (127 ) 90 Others 219 181 (12 ) Total taxes recognized in Statement of Operations 97 (1,187 ) (141 ) |
Schedule of deferred tax assets and liabilities | As of March 31, 2017 2016 Deferred tax assets/(liability): Employee benefits 1,538 1,278 Property and equipment 38 52 Goodwill 1,120 550 Allowance for impairment of accounts receivables 385 76 Carry forwarded income tax losses 4,883 6,190 Tax credit for R&D expenses 951 645 Derivative financial instruments (— ) (60 ) Others (1,413 ) (1,835 ) Gross deferred tax assets 7,502 6,896 Less: Valuation allowance (1,628 ) (1,463 ) Net deferred tax assets 5,874 5,433 Current portion of deferred tax assets 2,018 1,847 Non-current portion of deferred tax assets 3,856 3,586 |
Schedule of unrecognized income tax benefits | As of March 31, 2017 2016 2015 Opening balance $ 441 $ 310 $ 172 Increase in unrecognized tax benefits – due to tax Positions taken in current period for prior periods — 131 138 Closing balance $ 441 $ 441 $ 310 |
EMPLOYEE STOCK OPTION PLAN (Tab
EMPLOYEE STOCK OPTION PLAN (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Employee Stock Option Scheme of Majesco Limited - Plan 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of activity in the stock options granted | Year Ended Year Ended Year Ended Particulars Number Weighted Number Weighted Number Weighted Outstanding at the beginning of the year 2,015,401 $ 3.23 1,599,015 $ 1.45 1,337,775 $ 2.85 Granted during the year 37,500 7.96 825,000 5.82 848,389 2.37 Forfeited during the year (257,705 ) 5.57 (147,982 ) 2.99 (546,805 ) 2.94 Expired during the year (18,145 ) 2.79 (19,514 ) 3.37 (300 ) 5.07 Exercised during the year (153,011 ) 1.86 (130,522 ) 1.75 (143,294 ) 2.08 Transfer adjustment (— ) — (110,596 ) 1.14 103,250 2.27 Outstanding at the end of the year $ 1,624,040 $ 3.06 $ 2,015,401 $ 3.23 $ 1,599,015 $ 1.45 Exercisable at the end of the year 807,695 $ 2.18 560,417 $ 1.51 503,156 $ 2.33 * The per share value has been converted at year end rate 1 US$ =Rs. 64.85, Rs. 66.255 and Rs. 62.50 as of March 31, 2017, 2016 and 2015, respectively. |
Schedule of share based awards fair value assumptions | As of March 31, Variables (range) 2017 2016 2015 Expected term of share options 6 Years 6 Years 6 Years Risk-free interest rates 7.29% 7.61% 8.70% Expected volatility 51.16% 49.17% 47.77% Expected dividend yield 0% 0% 2.56% |
Schedule of exercise price range | Exercise Price Range* Number of Wtd. Avg. Wtd. Avg. $0.1 – $3 970,915 1.37 7.48 $3.1 – $6 554,125 5.05 9.43 $6.1 – $7 99,000 8.49 9.88 Total 1,624,040 3.06 8.29 Exercise Price range* Number of Wtd. Avg. Wtd. Avg. $0.1 – $3 649,445 1.36 6.87 $3.1 – $6 136,000 5.05 2.58 $6.1 – $7 22,250 8.50 9.85 Total 807,695 2.18 7.38 * The per share value has been converted at year end rate 1 US$ = Rs 67 as of March 31, 2017. |
Majesco 2015 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of activity in the stock options granted | Shares Exercise Weighted-Average Weighted-Average Balance, April 1, 2015 — $ — — $ — Granted 2,279,882 4.81 – 7.72 9.07Years 5.24 Canceled (100,497 ) 4.81 – 6.93 4.95 Balance, April 1, 2016 2,179,385 $ 4.81 – 7.72 9.07Years $ 5.25 Granted 860,331 4.79 – 6.22 9.41Years 5.56 Exercised (2,083 ) 4.92 4.92 Canceled (168,991 ) 4.81 – 7.53 5.37 Balance, March 31, 2017 2,868,642 $ 4.79 – 7.72 8.91Years $ 5.34 |
Schedule of share based awards fair value assumptions | 2017 2016 Expected volatility 41% – 50% 41% – 50% Weighted-average volatility 41% 41% Expected dividends 0 0 Expected term (in years) 3 – 5 Years 3 – 5 Years Risk-free interest rate 0.46 0.46 |
Schedule of exercise price range | Number Weighted-Average Weighted-Average Fair Value Exercise Price at Stock Price 860,331 $ 5.56 $ 2.25 Number Weighted-Average Weighted-Average Exercise Price at Stock Price 2,279,882 $ 5.24 $ 2.06 Number of Weighted-Average March 31, 2017 627,675 $ 5.70 March 31, 2016 163,390 $ 7.63 Outstanding Stock Options Exercisable Range of Shares Weighted-Average Weighted-Average Shares Weighted-Average $ 4.79 − $6.20 2,590,826 9.2 Years $ 5.16 471,859 $ 5.06 $ 7.53 − $7.72 277,816 6.7 Years $ 7.01 155,816 $ 7.61 |
Majesco Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summary of changes in outstanding warrants | Outstanding Exercise Weighted-Average Weighted-Average Balance, April 1, 2015 — — Granted 334,064 6.84 − 7.00 1.7 6.85 Balance, March 31, 2016 334,064 $ 6.85 Granted — — Balance, March 31, 2017 334,064 $ 6.85 Number of Weighted-Average March 31, 2017 334,064 $ 6.85 March 31, 2016 309,064 $ 6.84 |
Schedule of total amount of compensation expense recognized | Year Ended Year Ended Year Ended Cost of revenue $ 360 $ 148 $ 41 Research and development expenses 118 83 8 Selling, general and administrative expenses 1,100 517 199 Total $ 1,578 $ 748 $ 248 |
OTHER INCOME_(EXPENSES) (Tables
OTHER INCOME/(EXPENSES) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other income expenses | Year ended Year ended Year ended (Loss) on derivative instruments not designated as hedges and ineffective portion of derivative instruments designated as hedges $ — $ — $ — Foreign exchange gain (108) 122 187 Others 93 167 994 Other income/(expenses) $ (15) $ 289 $ 1,181 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings/(loss) per share | Year ended Year ended Year ended Net income/(Loss) $ (922 ) $ (3,562 ) $ (651 ) Basic weighted average outstanding equity shares 36,477,774 35,055,000 30,575,000 Adjustment for dilutive potential common stock Options under Majesco 2015 Equity Plan Dilutive weighted average outstanding equity 36,477,774 35,055,000 30,575,000 Earnings per share Basic $ (0.02 ) $ (0.10 ) $ (0.02 ) Diluted $ (0.02 ) $ (0.10 ) $ (0.02 ) |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of summary of liabilities with related parties | As of As of Net reimbursable expenses payable to Majesco Limited or Mastek Limited (1) $ 622 $ 927 (1) The net reimbursable expenses payable at March 31, 2017 and March 31, 2016 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Limited that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. |
Schedule of security deposits paid | As of As of Security deposits paid to Majesco Limited by MSSIPL for use of $ 648 $ 634 Security deposits paid to Mastek Ltd. by MSSIPL for use of Pune premises $ 224 $ 163 Security deposits paid to Mastek Ltd. by MSSIPL for use of $ — $ 1 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of revenues by country based on billing address | Year ended Year ended Year ended USA $ 107,077 $ 98,209 $ 62,084 UK 8,167 8,935 6,828 Canada 1,748 2,175 3,209 Malaysia 3,625 3,672 5,347 Thailand 0 0 448 Singapore 59 73 0 India 1,092 238 700 Others 0 0 666 $ 121,768 $ 113,302 $ 79,282 |
Schedule of property and equipment net by geographic region | As of March 31, 2017 2016 USA $ 1,812 $ 1,668 India 1,835 1,788 United Kingdom 11 5 Malaysia 1 1 Canada 0 0 $ 3,659 $ 3,462 |
Schedule of information about major customers | Year ended Year ended Year ended Amount % of Amount % of Amount % of Customer A Revenue $ 9,106 7.5 % $ 11,540 10.2 % $ 6,884 8.7 % Accounts receivables and unbilled accounts receivable $ 697 3.4 % $ 4,295 14.4 % $ 41 0.3 % Customer B Revenue $ 6,511 5.3 % $ 6,166 5.4 % $ 5,903 7.4 % Accounts receivables and unbilled accounts receivable $ 243 1.2 % $ 923 3.1 % $ 378 2.8 % |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments over lease term in respect of operating leases | Year ended March 31, Amount 2018 2,991 2019 3,003 2020 3,087 2021 709 2022 278 Beyond 5 years 701 Total minimum lease payments $ 10,769 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of consideration transferred to acquire Cover-All | Common stock $ 12 Additional paid-in capital $ 29,708 Total consideration $ 29,720 |
Schedule of changes in carrying amount of goodwill | As of As of Opening value $ 32,275 14,196 Addition of goodwill related to acquisition — 18,079 Changes on account of current fluctuation Impairment of Goodwill (60 ) Closing value $ 32,216 32,275 |
Schedule of identifiable intangible assets acquired | Weighted average Amount Residual Customer contracts 3 $ 2,410 — Customer relationships 8 4,460 — Technology 6 3,110 — Total 6 $ 9,980 — |
Summary of unaudited pro-forma consolidated information | Unaudited Unaudited Revenue 118,475 86,262 Earnings/(loss) (3,360 ) (748 ) |
Cover-All | |
Business Acquisition [Line Items] | |
Schedule of recognized amount of identifiable assets acquired and liabilities assumed | Amount Cash $ 2,990 Accounts receivable 1,592 Prepaid expenses and other current assets 629 Property, plant and equipment 454 Other assets 148 Customer contracts 2,410 Customer relationships 4,460 Technology 3,110 Defer tax asset on NOL 459 Accounts payable (1,120 ) Accrued expenses (623 ) Deferred revenue (2,515 ) Capital lease liability (294 ) Total fair value of assets acquired 11,700 Fair value of consideration paid 29,720 Goodwill $ 18,020 |
Mastek Asia Pacific Pte Limited | |
Business Acquisition [Line Items] | |
Schedule of recognized amount of identifiable assets acquired and liabilities assumed | Amount Cash $ 212 Accounts receivable 18 Other assets 1 Accrued expenses (14 ) Total fair value of assets acquired 217 Fair value of consideration paid 276 Goodwill $ 59 |
QUARTERLY RESULTS (Tables)
QUARTERLY RESULTS (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | (Unaudited) Quarter ended June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Revenue 32,554 31,046 30,012 28,156 Income/(loss) from operations (435 ) 271 192 (267 ) Net Income (550 ) 217 209 (798 ) Net income/(loss) attributable to Owners of (550 ) 217 209 (798 ) Basic EPS (0.02 ) 0.01 0.01 (0.02 ) Diluted EPS (0.02 ) 0.01 0.01 (0.02 ) (Unaudited) Quarter ended June 30, 2015 September 30, 2015 December 31, 2015 March 31, 2016 Revenue 23,163 28,208 29,625 32,306 Income from operations 91 (1,540 ) (2,288 ) (729 ) Net Income 82 (976 ) (1,130 ) (1,538 ) Net income/(loss) attributable to Owners of 82 (976 ) (1,130 ) (1,538 ) Basic EPS (0.00 ) (0.03 ) (0.03 ) (0.04 ) Diluted EPS (0.00 ) (0.03 ) (0.03 ) (0.04 ) |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Detail Textuals) | 1 Months Ended | ||
Jun. 26, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Description Of Business [Line Items] | |||
Ownership percent | 100.00% | 100.00% | |
Cover-All | Definitive merger agreement | |||
Description Of Business [Line Items] | |||
Percentage of stock-for-stock issue | 100.00% | ||
Percentage of common stock shares issued by combined company | 16.50% |
SUMMARY OF SIGNIFICANT ACCOUN57
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Mar. 31, 2017 | ||
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years | [1] |
Computers | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 2 years | |
Plant and Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 2 years | |
Plant and Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years | |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years | |
Office Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 2 years | |
Office Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of assets | 5 years | |
[1] | 5 years or over the primary period of lease whichever is less |
SUMMARY OF SIGNIFICANT ACCOUN58
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Mar. 31, 2017 | |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Leasehold benefit | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | Ascertainable life or primary period of lease whichever is less |
Internal-use Software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Internal-use Software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 5 years |
Intellectual Property Rights | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Intellectual Property Rights | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 5 years |
Customer Contracts | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Customer Contracts | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Customer Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 6 years |
Customer Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 8 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN59
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Gains/(losses) resulting from foreign currency transactions | $ (108) | $ 122 | $ 187 |
Percentage contribution to provident fund | 12.00% | ||
Contribution to provident fund | $ 1,378 | 1,292 | 921 |
Contribution to superannuation plan | 42 | 33 | 31 |
Pension cost | 30 | 25 | 33 |
Gratuity expense | 136 | ||
Provision for accrued vacation | 1,735 | ||
Leave encashment | 4,201 | ||
Advertising and promotion related expense | $ 1,032 | $ 1,350 | $ 1,196 |
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage contribution to superannuation plan | 12.50% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage contribution to superannuation plan | 15.00% |
FAIR VALUE OF FINANCIAL INSTR60
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Contingent consideration | ||
Total | $ (667) | $ (417) |
Level 2 | ||
Derivative financial instruments (included in the following line items in the Combined balance sheet) | ||
Other assets | ||
Other liabilities | (10) | |
Prepaid expenses and other current assets | 99 | 180 |
Accrued expenses and other liabilities | (4) | |
Total | 89 | 176 |
Level 3 | ||
Contingent consideration | ||
Other liabilities | (229) | |
Accrued expenses and other liabilities | (756) | (364) |
Total | $ (756) | $ (593) |
FAIR VALUE OF FINANCIAL INSTR61
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Opening balance | $ (593) | $ (1,712) | $ (628) |
Additions | (1,610) | ||
Total (Losses)/gains recognized in Statement of Operations | (163) | (344) | 526 |
Settlements | 1,463 | ||
Closing balance | $ (756) | $ (593) | $ (1,712) |
FAIR VALUE OF FINANCIAL INSTR62
FAIR VALUE OF FINANCIAL INSTRUMENTS (Detail Textuals) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total (Losses)/gains recognized in Statement of Operations | $ (163,000) | $ (344,000) | $ 526,000 |
Agile | Agile Agreement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total (Losses)/gains recognized in Statement of Operations | (163,000) | (344,000) | |
Earn-out consideration | $ 1,100,000 | $ 1,500,000 | $ 0 |
PROPERTY AND EQUIPMENT (Detail)
PROPERTY AND EQUIPMENT (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 549 | $ 389 |
Computers | 6,444 | 5,202 |
Plant and Equipment | 3,506 | 2,942 |
Furniture and Fixtures | 2,469 | 2,423 |
Vehicles | 260 | 215 |
Office Equipment | 971 | 815 |
Capital Work in Progress | 80 | |
Total | 14,199 | 12,066 |
Less: Accumulated depreciation | (10,540) | (8,604) |
Property and equipment, net | $ 3,659 | $ 3,462 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Hypothecated asset carrying value | $ 59 | $ 67 | |
Depreciation expense | $ 1,955 | $ 1,080 | $ 859 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 19,244 | $ 18,303 |
Accumulated amortization | (10,536) | (7,820) |
Net carrying value | $ 8,708 | 10,483 |
Weighted average amortization period (years) | 4 years | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 2,950 | 2,950 |
Accumulated amortization | (1,955) | (1,155) |
Net carrying value | $ 995 | 1,795 |
Weighted average amortization period (years) | 3 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 6,720 | 6,720 |
Accumulated amortization | (1,828) | (891) |
Net carrying value | $ 4,892 | 5,829 |
Weighted average amortization period (years) | 6 years | |
Intellectual Property Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 2,299 | 2,251 |
Accumulated amortization | (2,299) | (2,251) |
Net carrying value | ||
Weighted average amortization period (years) | 3 years | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 3,110 | 3,110 |
Accumulated amortization | (907) | (394) |
Net carrying value | $ 2,203 | 2,716 |
Weighted average amortization period (years) | 6 years | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 4,165 | 3,272 |
Accumulated amortization | (3,547) | (3,129) |
Net carrying value | $ 618 | $ 143 |
Weighted average amortization period (years) | 3 years |
INTANGIBLE ASSETS (Detail 1)
INTANGIBLE ASSETS (Detail 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Future Amortization | ||
2,018 | $ 3,261 | |
2,019 | 1,643 | |
2,020 | 1,457 | |
2,021 | 1,358 | |
2,022 | 677 | |
Thereafter | 312 | |
Total | $ 8,708 | $ 10,483 |
INTANGIBLE ASSETS (Detail Textu
INTANGIBLE ASSETS (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 2,764 | $ 2,762 | $ 1,566 |
ACCOUNTS RECEIVABLES AND ALLO68
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Accounts and Notes Receivable, Net [Abstract] | ||
Customers (trade), Account receivable gross | $ 13,627 | $ 22,930 |
Less: Allowance for doubtful receivables | (1,400) | (427) |
Accounts receivables, net | $ 12,227 | $ 22,503 |
ACCOUNTS RECEIVABLES AND ALLO69
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL DEBTS (Detail 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Opening balance | $ 427 | $ 564 |
Current period provision | 1,017 | 519 |
Reversals during current period | (32) | (668) |
Foreign currency translation adjustments | (12) | 12 |
Closing balance | $ 1,400 | $ 427 |
PREPAID EXPENSES AND OTHER CU70
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 1,941 | $ 2,020 |
Advance for expenses | 419 | 715 |
Loans and advance to employees | 117 | 83 |
Derivative financial instruments | 99 | 180 |
Advance tax | 1,530 | 1,122 |
Rent Deposits | 1,263 | 1,191 |
Service tax | 453 | 566 |
Other advances and receivables | 139 | 318 |
Total | $ 5,961 | $ 6,195 |
CAPITAL LEASE OBLIGATIONS (Deta
CAPITAL LEASE OBLIGATIONS (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 118 |
2,019 | 15 |
2,020 | 14 |
2,021 | 7 |
Total minimum lease payments | 154 |
Less: Interest portion | 17 |
Present value of net minimum capital leases payments | $ 137 |
CAPITAL LEASE OBLIGATIONS (De72
CAPITAL LEASE OBLIGATIONS (Details 1) $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Leases [Abstract] | |
2,018 | $ 278 |
2,019 | 209 |
Total minimum installment payments of hire purchase | 487 |
Less: Interest portion | 26 |
Present value of net minimum installments of hire purchase | $ 461 |
CAPITAL LEASE OBLIGATIONS (De73
CAPITAL LEASE OBLIGATIONS (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Capital Leased Assets [Line Items] | |||
Capital leases gross amounts | $ 101 | $ 86 | |
Accumulated depreciation under capital leases | 42 | 19 | |
Depreciation expenses | 25 | 21 | $ 19 |
Software acquired under hire purchase arrangement | |||
Capital Leased Assets [Line Items] | |||
Capital leases gross amounts | 459 | ||
Accumulated depreciation under capital leases | 23 | ||
Depreciation expenses | $ 23 |
BORROWINGS (Details)
BORROWINGS (Details) - PCFC Facility - Repayable on, April 19, 2017 - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Date of loan | Jan. 19, 2017 | |
Repayable on | Apr. 19, 2017 | |
Outstanding loans | $ 1,957 | $ 4,651 |
BORROWINGS (Detail Textuals)
BORROWINGS (Detail Textuals) ₨ in Millions | Jan. 13, 2017 | Jan. 20, 2017USD ($) | Mar. 23, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016 | Jun. 30, 2015INR (₨) | Mar. 25, 2011USD ($) |
Line of Credit | ICICI Bank Limited | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing limit | $ 5,000,000 | |||||||
Interest rate description | The interest rate on the credit facility at March 31, 2016 was three-month LIBOR plus 350 basis points and increased to three-month LIBOR plus 375 basis points with the second extension of this facility | |||||||
Basis spread on LIBOR | 3.75% | 3.50% | ||||||
Interest rate | 4.75% | 4.13% | ||||||
Loan processing fee | $ 12,500 | |||||||
Loan processing fee with third extension | 50,830 | |||||||
Line of Credit | HSBC Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from new receivable purchase facility | $ 10,000,000 | |||||||
PCFC Facility | MSSIPL | Yes Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing limit | $ 4,416,000 | ₨ 300 | ||||||
Interest rate description | LIBOR plus 275 basis points | |||||||
Basis spread on LIBOR | 2.75% | |||||||
Borrowings outstanding | ₨ | ₨ 100 | |||||||
Term Loan Facility | HSBC Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing limit | $ 10,000,000 | |||||||
Installments of principal amount | $ 1,667,000 | |||||||
Amount of letter of credit issued by bank secured by cash pledge | 10,000,000 | |||||||
Interest rate description | LIBOR plus a margin in effect on the first day of the relevant interest period | |||||||
Borrowings outstanding | $ 10,000,000 | |||||||
Net Debt-to-EBITDA Ratio | Net Debt-to-EBITDA Ratio (as defined in the Loan Agreement) of not more than (a) 5.00 to 1.00 as of the last day of its 2017 fiscal year and (b) 2.50 to 1.00 as of the last day of each fiscal year thereafter | |||||||
Debt service coverage ratio | Debt Service Coverage Ratio (as defined in the Loan Agreement) of not less than 1.50 to 1.00 as of the last day of each fiscal year | |||||||
Loan facility, restrictive covenants | The Facility also restricts any transfer or change in, or assignment or pledge of the ownership or control of Majesco which would cause Majesco Limited to directly own less than fifty one percent (51%) of the issued and outstanding equity interests in Majesco. The Facility also restricts Majesco Limited from incurring any Net Debt (as defined in the Loan Agreement) in excess of $25,000 at any time prior to April 1, 2017. | |||||||
Maximum limit for expenses of new debt | $ 25,000,000 | |||||||
Term Loan Facility | Punjab National Bank (International) Limited | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from facility to refinance loan agreement | 3,000,000 | |||||||
Receivable Purchase Facility | ICICI Bank Limited | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Borrowings outstanding | $ 604,000 | |||||||
Receivable Purchase Facility | HSBC Bank | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate description | Facility also bears interest at two (2%) per cent plus the ninety (90) day LIBOR rate. HSBC will also receive an arrangement fee equal to .20% of the facility limit and a facility review fee equal to .20% of the facility limit | |||||||
Interest rate | 2.00% |
ACCRUED EXPENSES AND OTHER LI76
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Accounts and Notes Receivable, Net [Abstract] | ||
Accrued expenses | $ 3,826 | $ 4,719 |
Statutory payments | 1,423 | 780 |
Provision for taxation | 1,298 | 1,214 |
Leave encashment | 3,130 | 1,954 |
Derivative financial instruments | 4 | |
Employee benefits | 4,739 | 7,972 |
Others | 495 | 58 |
Accrued expenses and other liabilities | $ 14,911 | $ 16,701 |
DERIVATIVE FINANCIAL INSTRUME77
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Designated as hedging instruments - Cash Flow Hedges - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Asset Noncurrent | [1] | $ 0 | $ 0 |
Asset Current | [1] | 99 | 180 |
Liability Noncurrent | [1] | 10 | 0 |
Liability Current | [1] | 4 | |
Foreign exchange forward contracts | |||
Derivatives, Fair Value [Line Items] | |||
Asset Noncurrent | [1] | 0 | |
Asset Current | [1] | 99 | 180 |
Liability Noncurrent | [1] | 10 | 0 |
Liability Current | [1] | $ 4 | |
[1] | The noncurrent and current portions of derivative assets are included in 'Other assets' and 'Prepaid expenses and other current assets', respectively and of derivative liabilities are included in 'Other liabilities' and 'Accrued expenses and other liabilities', respectively in the Combined Balance Sheet. |
DERIVATIVE FINANCIAL INSTRUME78
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||
Amount of Gain/(Loss) recognized in AOCI (effective portion) | $ 167 | $ (167) | $ 633 |
Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) | (254) | (202) | 543 |
Foreign exchange forward contracts | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain/(Loss) recognized in AOCI (effective portion) | 167 | (167) | 633 |
Amount of gain/(Loss) reclassified from AOCI to Statement of Operations (Revenue) | $ (254) | $ (202) | $ 543 |
DERIVATIVE FINANCIAL INSTRUME79
DERIVATIVE FINANCIAL INSTRUMENTS (Detail Textuals) - Foreign exchange forward contracts - Designated as hedging instruments - Cash Flow Hedges £ in Thousands, $ in Thousands | 12 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2017GBP (£) | Mar. 31, 2016USD ($) | Mar. 31, 2016GBP (£) | |
Derivatives, Fair Value [Line Items] | ||||
Principal amount | £ 2,080 | $ 10,660 | ||
Other comprehensive income (loss) expected to be reclassified, net of tax | $ 59 | |||
Minimum | ||||
Derivatives, Fair Value [Line Items] | ||||
Outstanding forward contracts maturity | 1 month | |||
Maximum | ||||
Derivatives, Fair Value [Line Items] | ||||
Outstanding forward contracts maturity | 12 months |
RETIREMENT BENEFIT OBLIGATION80
RETIREMENT BENEFIT OBLIGATION - GRATUITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Multiemployer Plans [Line Items] | |||
Total Contributions to plan | $ 2,957 | $ 2,957 | $ 1,420 |
Group's Total Contributions to plan | |||
Multiemployer Plans [Line Items] | |||
Total Contributions to plan | $ 2,957 | $ 2,957 | $ 1,420 |
RETIREMENT BENEFIT OBLIGATION81
RETIREMENT BENEFIT OBLIGATION - GRATUITY (Details 1) - Group's Total Contributions to plan - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Multiemployer Plans [Line Items] | ||
Total plan assets | $ 2,908,000 | $ 3,000,000 |
Actuarial present value of accumulated plan benefits | 2,449,000 | 2,780,000 |
Total contributions received by the plan from all employers (for the period ended) | $ 60 | $ 126,000 |
ACCUMULATED OTHER COMPREHENSI82
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Other comprehensive income, Net of Tax | |||
Opening balance, Net of Tax | $ 339 | ||
Change in foreign currency translation adjustments, Net of Tax | (567) | $ (1,662) | $ (325) |
Closing balance, Net of Tax | (286) | 339 | |
Foreign currency translation adjustments | |||
Other comprehensive income, Before tax | |||
Opening balance, Before tax | 222 | 1,884 | 2,209 |
Change in foreign currency translation adjustments, Before tax | (567) | (1,662) | (325) |
Closing balance, Before tax | (345) | 222 | 1,884 |
Other comprehensive income, Net of Tax | |||
Opening balance, Net of Tax | 222 | 1,884 | 2,209 |
Change in foreign currency translation adjustments, Net of Tax | (567) | (1,662) | (325) |
Closing balance, Net of Tax | (345) | 222 | 1,884 |
Unrealized gains/(losses) on cash flow hedges | |||
Other comprehensive income, Before tax | |||
Opening balance, Before tax | 176 | 545 | 455 |
Unrealized gains/(losses) on cash flow hedges, Before tax | 167 | (167) | 633 |
Reclassified to Statement of Operations | (254) | (202) | (543) |
Net change, Before tax | (87) | (369) | 90 |
Closing balance, Before tax | 89 | 176 | 545 |
Other comprehensive income, Tax effect | |||
Opening balance, Tax effect | (60) | (185) | (155) |
Unrealized gains/(losses) on cash flow hedges, Tax effect | (57) | 57 | (215) |
Reclassified to Statement of Operations | 86 | 69 | 185 |
Net change, Tax effect | 29 | 126 | (30) |
Closing balance, Tax effect | (31) | (60) | (185) |
Other comprehensive income, Net of Tax | |||
Opening balance, Net of Tax | 116 | 360 | 300 |
Unrealized gains/(losses) on cash flow hedges, Net of Tax | 110 | (110) | 418 |
Reclassified to Statement of Operations | (168) | (133) | (358) |
Net change, Net of Tax | (58) | (243) | 60 |
Closing balance, Net of Tax | $ 58 | $ 116 | $ 360 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
(Loss) / Income before provision for income taxes | $ (825) | $ (4,749) | $ (792) |
United States | |||
Operating Loss Carryforwards [Line Items] | |||
(Loss) / Income before provision for income taxes | (1,508) | 19,189 | (3,351) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
(Loss) / Income before provision for income taxes | $ 683 | $ (23,938) | $ 2,559 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Current: | |||
U.S. Federal and state | $ 28 | $ 753 | $ 142 |
Foreign | 270 | 238 | 1,004 |
Total current | 298 | 991 | 1,146 |
Prior Period - Current Tax: | |||
U.S. Federal and state | 86 | 49 | (410) |
Foreign | 27 | ||
Total Prior Period - Current Tax | 113 | 49 | (410) |
Deferred: | |||
U.S. Federal and state | (366) | (2,052) | (1,326) |
Foreign | 52 | (175) | 449 |
Total deferred | (429) | (2,227) | (877) |
Provision for income taxes recognized in Statement of Operations | $ 97 | $ (1,187) | $ (141) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net (loss)/income before taxes | $ (825) | $ (4,749) | $ (792) |
Computed tax expense | (324) | (1,866) | (311) |
Non-deductible expenses | |||
Stock based compensation & Meals & Entertainment | 697 | 367 | 97 |
Others | 66 | 97 | 103 |
Valuation allowance | (228) | 302 | |
Tax charge/(credit) of earlier year assessed in current year | 113 | 330 | (172) |
Net tax credit on R&D and Sec 199 deduction | (306) | (169) | (238) |
Difference arising from different tax jurisdiction | (140) | (127) | 90 |
Others | 219 | 181 | (12) |
Total taxes recognized in Statement of Operations | $ 97 | $ (1,187) | $ (141) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Deferred tax assets / (liability): | ||
Employee benefits | $ 1,538 | $ 1,278 |
Property and equipment | 38 | 52 |
Goodwill | 1,120 | 550 |
Allowance for impairment of accounts receivables | 385 | 76 |
Carry forwarded income tax losses | 4,883 | 6,190 |
Tax credit for R&D expenses | 951 | 645 |
Derivative financial instruments | (60) | |
Others | (1,413) | (1,835) |
Gross deferred tax assets | 7,502 | 6,896 |
Less: Valuation allowance | (1,628) | (1,463) |
Net deferred tax assets | 5,874 | 5,433 |
Current portion of deferred tax assets | 2,018 | 1,847 |
Non-current portion of deferred tax assets | $ 3,856 | $ 3,586 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Opening balance | $ 441 | $ 310 | $ 172 |
Increase in unrecognized tax benefits - due to tax Positions taken in current period for prior periods | 131 | 138 | |
Closing balance | $ 441 | $ 441 | $ 310 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Statutory US federal income tax rate | 39.30% | 39.30% | 39.30% |
Change in valuation allowance | $ 165 | $ 353 | $ 379 |
Accrued interest and penalties | |||
Interest and penalties expenses | |||
Cumulative amounts of undistributed earnings | 1,848 | 2,716 | |
Carry-forward losses | Canada | |||
Tax Credit Carryforward [Line Items] | |||
Valuation allowance on Deferred income tax assets | 1,335 | 1,194 | 2,368 |
Carry-forward losses | Thailand | |||
Tax Credit Carryforward [Line Items] | |||
Valuation allowance on Deferred income tax assets | 293 | 269 | 1,032 |
Tax credit for R&D expenses | Canada | |||
Tax Credit Carryforward [Line Items] | |||
Valuation allowance on Deferred income tax assets | $ 169 |
EMPLOYEE STOCK OPTION PLAN (Det
EMPLOYEE STOCK OPTION PLAN (Details) - Employee Stock Option Scheme of Majesco Limited - Plan 1 - $ / shares | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Number of options | ||||
Outstanding at the beginning of the year | 2,015,401 | 1,599,015 | 1,337,775 | |
Granted during the year | 37,500 | 825,000 | 848,389 | |
Forfeited during the year | (257,705) | (147,982) | (546,805) | |
Expired during the year | (18,145) | (19,514) | (300) | |
Exercised during the year | (153,011) | (130,522) | (143,294) | |
Transfer adjustments | (110,596) | 103,250 | ||
Outstanding at the end of the year | 1,624,040 | 2,015,401 | 1,599,015 | |
Number of options Exercisable at the end of the year | 807,695 | 560,417 | 503,156 | |
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the year | [1] | $ 3.23 | $ 1.45 | $ 2.85 |
Granted during the year | [1] | 7.96 | 5.82 | 2.37 |
Forfeited during the year | [1] | 5.57 | 2.99 | 2.94 |
Expired during the year | [1] | 2.79 | 3.37 | 5.07 |
Exercised during the year | [1] | 1.86 | 1.75 | 2.08 |
Transfer adjustments | [1] | 1.14 | 2.27 | |
Outstanding at the end of the year | [1] | 3.06 | 3.23 | 1.45 |
Weighted Average Exercise Price Exercisable at the end of the year | [1] | $ 2.18 | $ 1.51 | $ 2.33 |
[1] | The per share value has been converted at year end rate 1 US$ =Rs. 64.85, Rs. 66.255 and Rs. 62.50 as of March 31, 2017, 2016 and 2015, respectively. |
EMPLOYEE STOCK OPTION PLAN (D90
EMPLOYEE STOCK OPTION PLAN (Details 1) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Majesco 2015 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average volatility | 41.00% | 41.00% | |
Risk-free interest rates | 0.46% | 0.46% | |
Expected dividend yield | 0.00% | 0.00% | |
Majesco 2015 Equity Incentive Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term of share options (in years) | 3 years | 3 years | |
Expected volatility | 41.00% | 41.00% | |
Majesco 2015 Equity Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term of share options (in years) | 5 years | 5 years | |
Expected volatility | 50.00% | 50.00% | |
Employee Stock Option Scheme of Majesco Limited - Plan 1 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term of share options (in years) | 6 years | 6 years | 6 years |
Risk-free interest rates | 7.29% | 7.61% | 8.70% |
Expected volatility | 51.16% | 49.17% | 47.77% |
Expected dividend yield | 0.00% | 0.00% | 2.56% |
EMPLOYEE STOCK OPTION PLAN (D91
EMPLOYEE STOCK OPTION PLAN (Details 2) - Stock options - Employee Stock Option Scheme of Majesco Limited - Plan 1 | 12 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares arising out of options | shares | 1,624,040 | |
Wtd. Avg. Exercise Price | $ 3.06 | [1] |
Wtd. Avg. remaining contractual life | 8 years 3 months 15 days | |
$0.1 - $3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 0.1 | |
Exercise Price Range, maximum | $ 3 | |
Number of shares arising out of options | shares | 970,915 | |
Wtd. Avg. Exercise Price | $ 1.37 | [1] |
Wtd. Avg. remaining contractual life | 7 years 5 months 23 days | |
$3.1 - $6 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 3.1 | |
Exercise Price Range, maximum | $ 6 | |
Number of shares arising out of options | shares | 554,125 | |
Wtd. Avg. Exercise Price | $ 5.05 | [1] |
Wtd. Avg. remaining contractual life | 9 years 5 months 5 days | |
$6.1 - $7 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 6.1 | |
Exercise Price Range, maximum | $ 7 | |
Number of shares arising out of options | shares | 99,000 | |
Wtd. Avg. Exercise Price | $ 8.49 | [1] |
Wtd. Avg. remaining contractual life | 9 years 10 months 17 days | |
[1] | The per share value has been converted at year end rate 1 US$ = Rs 67 as of March 31, 2017. |
EMPLOYEE STOCK OPTION PLAN (D92
EMPLOYEE STOCK OPTION PLAN (Details 3) - Stock options - Employee Stock Option Scheme of Majesco Limited - Plan 1 | 12 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares arising out of options | shares | 807,695 | |
Wtd. Avg. Exercise Price | $ 2.18 | [1] |
Wtd. Avg. remaining contractual life | 7 years 4 months 17 days | |
$0.1 - $3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 0.1 | |
Exercise Price Range, maximum | $ 3 | |
Number of shares arising out of options | shares | 649,445 | |
Wtd. Avg. Exercise Price | $ 1.36 | [1] |
Wtd. Avg. remaining contractual life | 6 years 10 months 13 days | |
$3.1 - $6 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 3.1 | |
Exercise Price Range, maximum | $ 6 | |
Number of shares arising out of options | shares | 136,000 | |
Wtd. Avg. Exercise Price | $ 5.05 | [1] |
Wtd. Avg. remaining contractual life | 2 years 6 months 29 days | |
$6.1 - $7 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 6.1 | |
Exercise Price Range, maximum | $ 7 | |
Number of shares arising out of options | shares | 22,250 | |
Wtd. Avg. Exercise Price | $ 8.50 | [1] |
Wtd. Avg. remaining contractual life | 9 years 10 months 6 days | |
[1] | The per share value has been converted at year end rate 1 US$ = Rs 67 as of March 31, 2017. |
EMPLOYEE STOCK OPTION PLAN (D93
EMPLOYEE STOCK OPTION PLAN (Details 4) - Majesco 2015 Equity Incentive Plan - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Number of options | ||
Outstanding at the beginning of the year | 2,179,385 | |
Granted during the year | 860,331 | 2,279,882 |
Exercised during the year | (2,083) | |
Canceled during the year | (168,991) | (100,497) |
Outstanding at the end of the year | 2,868,642 | 2,179,385 |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the year | $ 5.25 | |
Granted during the year | 5.56 | 5.24 |
Exercised | 4.92 | |
Canceled during the year | 5.37 | 4.95 |
Outstanding at the end of the year | 5.34 | 5.25 |
Exercise Price Per Share, minimum | 4.79 | 4.81 |
Exercise Price Per Share, maximum | 7.72 | 7.72 |
Exercise Price Per Share Granted, minimum | 4.79 | 4.81 |
Exercise Price Per Share Granted, Maximum | 6.22 | 7.72 |
Exercised | 4.92 | |
Exercise Price Per Share Canceled, minimum | 4.81 | 4.81 |
Exercise Price Per Share Canceled, Maximum | $ 7.53 | $ 6.93 |
Weighted-Average Remaining Contractual Life - Outstanding | 8 years 10 months 28 days | 9 years 26 days |
Weighted-Average Remaining Contractual Life - Granted | 9 years 4 months 28 days | 9 years 26 days |
EMPLOYEE STOCK OPTION PLAN (D94
EMPLOYEE STOCK OPTION PLAN (Details 5) - Majesco 2015 Equity Incentive Plan - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Number of options | ||
Granted during the year | 860,331 | 2,279,882 |
Weighted-Average Exercise Price - Granted | $ 5.56 | $ 5.24 |
Weighted average grant date fair values of options granted | $ 2.25 | $ 2.06 |
EMPLOYEE STOCK OPTION PLAN (D95
EMPLOYEE STOCK OPTION PLAN (Details 6) - Majesco 2015 Equity Incentive Plan - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options Exercisable at the end of the year | 627,675 | 163,390 |
Weighted Average Exercise Price Exercisable at the end of the year | $ 5.70 | $ 7.63 |
EMPLOYEE STOCK OPTION PLAN (D96
EMPLOYEE STOCK OPTION PLAN (Details 7) - Majesco 2015 Equity Incentive Plan - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | $ 4.79 | $ 4.81 |
Exercise Price Range, maximum | $ 7.72 | $ 7.72 |
Number of options Exercisable at the end of the year | 627,675 | 163,390 |
Weighted Average Exercise Price Exercisable at the end of the year | $ 5.70 | $ 7.63 |
$4.79 - $6.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | 4.79 | |
Exercise Price Range, maximum | $ 6.20 | |
Number of shares arising out of options | 2,590,826 | |
Wtd. Avg. Exercise Price | $ 5.16 | |
Wtd. Avg. remaining contractual life | 9 years 2 months 12 days | |
Number of options Exercisable at the end of the year | 471,859 | |
Weighted Average Exercise Price Exercisable at the end of the year | $ 5.06 | |
$7.53 - $7.72 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price Range, minimum | 7.53 | |
Exercise Price Range, maximum | $ 7.72 | |
Number of shares arising out of options | 277,816 | |
Wtd. Avg. Exercise Price | $ 7.01 | |
Wtd. Avg. remaining contractual life | 6 years 8 months 12 days | |
Number of options Exercisable at the end of the year | 155,816 | |
Weighted Average Exercise Price Exercisable at the end of the year | $ 7.61 |
EMPLOYEE STOCK OPTION PLAN (D97
EMPLOYEE STOCK OPTION PLAN (Details 8) - Warrant - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Outstanding and Exercisable Warrants | ||
Balance, Outstanding and Exercisable Warrants, April 1, 2015 | 334,064 | |
Class Of Warrant Or Right Granted | 334,064 | |
Balance, Outstanding and Exercisable Warrants, March 31, 2016 | 334,064 | 334,064 |
Exercise Price Per Warrant | $ 6.85 | $ 6.84 |
Weighted-Average Remaining Contractual Life | 1 year 8 months 12 days | |
Weighted-Average Exercise Price, Outstanding | $ 6.85 | |
Weighted-Average Exercise Price, Granted | 6.85 | |
Minimum | ||
Outstanding and Exercisable Warrants | ||
Exercise Price Per Warrant | 6.84 | |
Maximum | ||
Outstanding and Exercisable Warrants | ||
Exercise Price Per Warrant | $ 7 |
EMPLOYEE STOCK OPTION PLAN (D98
EMPLOYEE STOCK OPTION PLAN (Details 9) - Warrant - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Exercisable Warrants | 334,064 | 309,064 |
Weighted-Average Exercise Price | $ 6.85 | $ 6.84 |
EMPLOYEE STOCK OPTION PLAN (D99
EMPLOYEE STOCK OPTION PLAN (Details 10) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share based compensation expenses | $ 1,578 | $ 748 | $ 248 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share based compensation expenses | 360 | 148 | 41 |
Research and development expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share based compensation expenses | 118 | 83 | 8 |
Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share based compensation expenses | $ 1,100 | $ 517 | $ 199 |
EMPLOYEE STOCK OPTION PLAN (100
EMPLOYEE STOCK OPTION PLAN (Detail Textuals) $ / shares in Units, $ in Thousands | Sep. 01, 2015$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 1,578 | $ 748 | $ 248 | ||
Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants outstanding | 334,064 | 334,064 | |||
Weighted-Average Exercise Price | $ / shares | $ 6.85 | $ 6.84 | |||
Maxim Partners LLC | Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of warrant | 5 years | ||||
Number of warrants to purchase common stock | 25,000 | ||||
Weighted-Average Exercise Price | $ / shares | $ 7 | ||||
Majesco 2015 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted during the year | 860,331 | 2,279,882 | |||
Weighted average grant date fair values of options granted | $ / shares | $ 2.25 | $ 2.06 | |||
Employee Stock Option Scheme of Majesco Limited - Plan 1 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation expense | $ | $ 1,324 | $ 748 | |||
Number of shares may be granted by Board of Directors | 3,877,263 | ||||
Number of shares available for grant | 1,004,374 | ||||
Unrecognized compensation cost | $ | $ 4,154 | ||||
Weighted-average period of unrecognized compensation cost | 3 years 1 month 6 days | ||||
Granted during the year | 37,500 | 825,000 | 848,389 | ||
Foreign currency exchange rate translation | 67 | ||||
Number of shares avaiable under ESSP | 2,000,000 | ||||
Number of shares issued understock option plan | 54,763 | ||||
Employee Stock Option Scheme of Majesco Limited - Plan 1 | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 1,911 | ||||
Weighted-average period of unrecognized compensation cost | 2 years 2 months 5 days | ||||
Number of stock options outstanding and exercisable | 807,695 | ||||
Weighted average remaining contractual life of options expected to vest | 9 years 2 months 9 days | ||||
Foreign currency exchange rate translation | 64.85 | 66.255 | 62.50 | ||
Weighted average grant date fair values of options granted | $ / shares | $ 4.65 | $ 5.70 | $ 2.31 | ||
Weighted average grant date fair value of vested options | $ / shares | $ 1.55 | $ 1.17 | |||
Aggregate Intrinsic Value of options outstanding | $ | $ 162 | ||||
Aggregate Intrinsic Value of options exercisable | $ | $ 70 |
EMPLOYEE STOCK OPTION PLAN (101
EMPLOYEE STOCK OPTION PLAN (Detail Textuals 1) - Cover-All - USD ($) $ / shares in Units, $ in Thousands | Sep. 11, 2012 | Jun. 27, 2015 |
Business Acquisition [Line Items] | ||
Business combination share exchange ratio | $ 0.21641 | |
Loan Agreement | Monarch Capital Group LLC | Monarch Warrants | ||
Business Acquisition [Line Items] | ||
Term of warrant | 5 years | |
Number of shares called by warrant | 42,000 | |
Exercise price | $ 1.48 | |
Business combination share exchange ratio | $ 0.21641 | |
Imperium | Loan Agreement | Stock Purchase Warrant | ||
Business Acquisition [Line Items] | ||
Term of warrant | 5 years | |
Number of shares called by warrant | 1,400,000 | |
Exercise price | $ 1.48 | |
Business combination share exchange ratio | $ 0.21641 | |
Imperium | Loan Agreement | Subsidiary | Line of Credit | ||
Business Acquisition [Line Items] | ||
Period of loan | 3 years | |
Loan amount | $ 250,000 | |
Imperium | Loan Agreement | Subsidiary | Long-term Debt [Member] | ||
Business Acquisition [Line Items] | ||
Period of loan | 3 years | |
Loan amount | $ 2,000,000 |
OTHER INCOME_(EXPENSES) (Detail
OTHER INCOME/(EXPENSES) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
(Loss) on derivative instruments not designated as hedges and ineffective portion of derivative instruments designated as hedges | |||
Foreign exchange gain | (108) | 122 | 187 |
Others | 93 | 167 | 994 |
Other income/(expenses) | $ (15) | $ 289 | $ 1,181 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net income/(Loss) | $ (922) | $ (3,562) | $ (651) | ||||||||
Basic weighted average outstanding equity shares | 36,477,774 | 35,055,000 | 30,575,000 | ||||||||
Adjustment for dilutive potential common stock | |||||||||||
Dilutive weighted average outstanding equity shares | 36,477,774 | 35,055,000 | 30,575,000 | ||||||||
Earnings per share | |||||||||||
Basic (in dollars per share) | $ (0.02) | $ 0.01 | $ 0.01 | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.03) | $ 0 | $ (0.02) | $ (0.10) | $ (0.02) |
Diluted (in dollars per share) | $ (0.02) | $ 0.01 | $ 0.01 | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.03) | $ 0 | $ (0.02) | $ (0.10) | $ (0.02) |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | |
Majesco Limited | |||
Related Party Transaction [Line Items] | |||
Net reimbursable expenses payable to Majesco Limited or Mastek Limited | [1] | $ 622 | $ 927 |
[1] | The net reimbursable expenses payable at March 31, 2017 and March 31, 2016 include employee stock option charges of Majesco Limited and various expenses which are recurring in nature and attributable to shared resources with Majesco Limited or Mastek Limited that are in the process of being separated after the Reorganization, including air travel, travel insurance, telephone costs, water charges, insurance costs, administrative personnel costs, software and hardware costs and third party license costs, less receivables from Majesco Limited or Mastek Limited for similar expenses. |
RELATED PARTIES TRANSACTIONS105
RELATED PARTIES TRANSACTIONS (Details 1) - Majesco Software and Solutions India Private Limited - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
MAJESCO (Exact name of registrant as specified in its charter) | Mahape premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises | $ 648 | $ 634 |
Mastek | Pune premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises | 224 | 163 |
Mastek | Ahmedabad premises | ||
Related Party Transaction [Line Items] | ||
Security deposits paid for use of premises | $ 1 |
RELATED PARTIES TRANSACTIONS106
RELATED PARTIES TRANSACTIONS (Detail Textuals) SGD in Thousands | Mar. 01, 2016USD ($) | Dec. 02, 2015USD ($) | Dec. 02, 2015GBP (£) | Oct. 31, 2015USD ($) | Oct. 31, 2015SGD | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||
Rental expenses | $ 1,253,000 | |||||||
Total cash purchase consideration | $ 2,842,000 | |||||||
Payment made for services | 138,000 | $ 203,000 | ||||||
Monthly fee | $ 20 | £ 13 | ||||||
Arrangement fees and guarantee commission | 213,000 | |||||||
MAJESCO SDN BHD | Share Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total cash purchase consideration | $ 276,000,000 | SGD 381,800 | ||||||
Majesco Limited | UK | Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Core services charges | $ 20,000,000 | £ 13,000,000 | ||||||
Notice termination period | 90 days | 90 days | ||||||
Majesco Limited | Majesco Software and Solutions India Private Limited | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rental expenses | 1,259,000 | 1,066,000 | ||||||
Software development charges charged | 823,000 | 0 | ||||||
Majesco Limited | Majesco Software and Solutions India Private Limited | Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Core services charges | 823,000 | 0 | ||||||
Majesco Limited | Digility | Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sublease rental | 14,000 | 1,000 | ||||||
Payment made for services | 45,000 | 0 | ||||||
Initial set-up fee | $ 1,000 | |||||||
Monthly fee | $ 4,000 | |||||||
Mastek | Majesco Software and Solutions India Private Limited | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rental expenses | 397,000 | $ 272,000 | ||||||
Mastek | Majesco Software and Solutions India Private Limited | Pune | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rental expenses | 394,000 | |||||||
Mastek | Majesco Software and Solutions India Private Limited | Ahmedabad | ||||||||
Related Party Transaction [Line Items] | ||||||||
Annual rent payable | $ 2,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 28,156 | $ 30,012 | $ 31,046 | $ 32,554 | $ 32,306 | $ 29,625 | $ 28,208 | $ 23,163 | $ 121,768 | $ 113,302 | $ 79,282 |
USA | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 107,077 | 98,209 | 62,084 | ||||||||
UK | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 8,167 | 8,935 | 6,828 | ||||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,748 | 2,175 | 3,209 | ||||||||
Malaysia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 3,625 | 3,672 | 5,347 | ||||||||
Thailand | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 0 | 0 | 448 | ||||||||
Singapore | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 59 | 73 | 0 | ||||||||
India | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,092 | 238 | 700 | ||||||||
Others | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 0 | $ 0 | $ 666 |
SEGMENT INFORMATION (Details 1)
SEGMENT INFORMATION (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 3,659 | $ 3,462 |
USA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,812 | 1,668 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,835 | 1,788 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 11 | 5 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1 | 1 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 0 | $ 0 |
SEGMENT INFORMATION (Details 2)
SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 28,156 | $ 30,012 | $ 31,046 | $ 32,554 | $ 32,306 | $ 29,625 | $ 28,208 | $ 23,163 | $ 121,768 | $ 113,302 | $ 79,282 |
Customer A | Revenue | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 9,106 | $ 11,540 | $ 6,884 | ||||||||
Percentage of combined revenue | 7.50% | 10.20% | 8.70% | ||||||||
Customer A | Accounts receivables and unbilled accounts receivable | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts receivables and unbilled accounts receivable | 697 | 4,295 | $ 697 | $ 4,295 | $ 41 | ||||||
Percentage of combined revenue | 3.40% | 14.40% | 0.30% | ||||||||
Customer B | Revenue | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 6,511 | $ 6,166 | $ 5,903 | ||||||||
Percentage of combined revenue | 5.30% | 5.40% | 7.40% | ||||||||
Customer B | Accounts receivables and unbilled accounts receivable | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts receivables and unbilled accounts receivable | $ 243 | $ 923 | $ 243 | $ 923 | $ 378 | ||||||
Percentage of combined revenue | 1.20% | 3.10% | 2.80% |
SEGMENT INFORMATION (Detail Tex
SEGMENT INFORMATION (Detail Textuals) | 12 Months Ended | |
Mar. 31, 2017Segments | Mar. 31, 2016Customer | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | |
Number of customer with 10% or more of total revenue | 0 | 1 |
Number of customer with 10% or more of total accounts receivables | 0 | 1 |
Concentration risk benchmark description | 10% or more | 10% or more |
COMMITMENTS (Details)
COMMITMENTS (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 2,991 |
2,019 | 3,003 |
2,020 | 3,087 |
2,021 | 709 |
2,022 | 278 |
Beyond 5 years | 701 |
Total minimum lease payments | $ 10,769 |
COMMITMENTS (Detail Textuals)
COMMITMENTS (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Outstanding contractual commitments | $ 358 | $ 842 | |
Rental expense for operating leases | $ 3,348 | $ 2,788 | $ 2,379 |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Renewal period range | 2 years | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Renewal period range | 5 years |
ACQUISITION (Details)
ACQUISITION (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jun. 27, 2015 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Common stock | $ 12 | |
Additional paid-in capital | 29,708 | |
Total consideration | $ 29,720 | |
Cover-All | ||
Business Acquisition [Line Items] | ||
Common stock | $ 12 | |
Additional paid-in capital | 29,708 | |
Total consideration | $ 29,720 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 26, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,216 | $ 32,275 | $ 14,196 | |
Cover-All | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,990 | |||
Accounts receivable | 1,592 | |||
Prepaid expenses and other current assets | 629 | |||
Property, plant and equipment | 454 | |||
Other assets | 148 | |||
Customer contracts | 2,410 | |||
Customer relationships | 4,460 | |||
Technology | 3,110 | |||
Defer tax asset on NOL | 459 | |||
Accounts payable | (1,120) | |||
Accrued expenses | (623) | |||
Deferred revenue | (2,515) | |||
Capital lease liability | (294) | |||
Total fair value of assets acquired | 11,700 | |||
Fair value of consideration paid | 29,720 | |||
Goodwill | $ 18,020 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 31, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,216 | $ 32,275 | $ 14,196 | |
Mastek Asia Pacific Pte Limited | Share Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 212 | |||
Accounts receivable | 18 | |||
Other assets | 1 | |||
Accrued expenses | (14) | |||
Total fair value of assets acquired | 217 | |||
Fair value of consideration paid | 276 | |||
Goodwill | $ 59 |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill [Roll Forward] | ||
Opening value | $ 32,275,000 | $ 14,196,000 |
Addition of goodwill related to acquisition | 18,079,000 | |
Changes on account of current fluctuation | (6,000) | |
Impairment of Goodwill | (60,000) | |
Closing value | $ 32,216,000 | $ 32,275,000 |
ACQUISITION (Details 4)
ACQUISITION (Details 4) - Cover-All $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 6 years |
Amount assigned | $ 9,980 |
Residual value | |
Customer contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 3 years |
Amount assigned | $ 2,410 |
Residual value | |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 8 years |
Amount assigned | $ 4,460 |
Residual value | |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period (in years) | 6 years |
Amount assigned | $ 3,110 |
Residual value |
ACQUISITION (Details 5)
ACQUISITION (Details 5) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenue | $ 118,475 | $ 86,262 |
Earnings/(loss) | $ (3,360) | $ (748) |
ACQUISITION (Detail Textuals)
ACQUISITION (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Jun. 27, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 26, 2015 |
Business Acquisition [Line Items] | |||||||||||||||
Common stock increased by amount | $ 12 | ||||||||||||||
Additional paid in capital increased by amount | 29,708 | ||||||||||||||
Goodwill | $ 32,216 | $ 32,275 | $ 32,275 | 32,216 | $ 32,275 | $ 14,196 | |||||||||
Revenues | $ 28,156 | $ 30,012 | $ 31,046 | $ 32,554 | $ 32,306 | $ 29,625 | $ 28,208 | $ 23,163 | 121,768 | 113,302 | 79,282 | ||||
Earnings | $ (922) | $ (3,562) | $ (651) | ||||||||||||
Cover-All | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business combination share exchange ratio | $ 0.21641 | ||||||||||||||
Share percentage of capitalization of combined company | 16.50% | ||||||||||||||
Number of shares issued in merger | 5,844,830 | ||||||||||||||
Number of common stock shares issued to options and restricted stock units holders | 197,081 | ||||||||||||||
Common stock increased by amount | $ 12 | ||||||||||||||
Additional paid in capital increased by amount | $ 29,708 | ||||||||||||||
Goodwill | $ 18,020 | ||||||||||||||
Revenues | $ 233 | 17,636 | |||||||||||||
Earnings | $ 47 | $ 1,260 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 21, 2015 | Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | |||||
Ownership percent | 100.00% | 100.00% | |||
Consideration of shares buyback held by minority shareholders | $ (5) | ||||
Vector Insurance Services LLC ('Vector') | |||||
Noncontrolling Interest [Line Items] | |||||
Equity interest percentage | 90.00% | ||||
Percentage shares buyback held by minority shareholders | 10.00% | ||||
Consideration of shares buyback held by minority shareholders | $ 5 |
QUARTERLY RESULTS (Details)
QUARTERLY RESULTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 28,156 | $ 30,012 | $ 31,046 | $ 32,554 | $ 32,306 | $ 29,625 | $ 28,208 | $ 23,163 | $ 121,768 | $ 113,302 | $ 79,282 |
Income/(loss) from operations | (267) | 192 | 271 | (435) | (729) | (2,288) | (1,540) | 91 | (239) | (4,466) | (1,958) |
Net Income | (798) | 209 | 217 | (550) | (1,538) | (1,130) | (976) | 82 | $ (922) | (3,562) | (651) |
Net income/(loss) attributable to Owners of the Company | $ (798) | $ 209 | $ 217 | $ (550) | $ (1,538) | $ (1,130) | $ (976) | $ 82 | $ (3,562) | $ (666) | |
Basic EPS | $ (0.02) | $ 0.01 | $ 0.01 | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.03) | $ 0 | $ (0.02) | $ (0.10) | $ (0.02) |
Diluted EPS | $ (0.02) | $ 0.01 | $ 0.01 | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.03) | $ 0 | $ (0.02) | $ (0.10) | $ (0.02) |
RECENT DEVELOPMENTS (Detail Tex
RECENT DEVELOPMENTS (Detail Textuals) - May 09, 2017 | USD ($) | INR (₨) |
Subsequent Event | Standard Chartered Bank | Majesco Software and Solutions India Private Limited | ||
Subsequent Event [Line Items] | ||
Maximum borrowing limit | $ 3,092,760 | ₨ 200,000,000 |