SUBSIDIARY COMPANIES - ITC Ltd

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17. Reconciliation of movements in shareholders’ funds 18. Notes to the statement of cash flows Unaudited Unaudited 2012 2012 2011 2011 £ ` £ ` Reconciliation of operating profit to net cash inflow/ (outflow) from operating activities Operating profit 2,970,615 228,262,057 1,446,725 103,867,621 Foreign exchange movement 10,292 790,837 832 59,733 Depreciation 15,729 1,208,616 17,138 1,230,423 Miscellaneous Income 4,343 333,716 — — Decrease/ (Increase) in debtors 781,377 60,041,009 (1,015,648) (72,918,448) (Decrease)/Increase in creditors (774,125) (59,483,765) 403,147 28,943,939 Net cash inflow/(outflow) from operating activities Reconciliation of net cash flow to movement in net funds 3,008,231 231,152,470 852,194 61,183,268 Increase/ (decrease) in cash in the period 2,371,363 182,215,533 626,587 44,985,814 Movement in net funds in the period 2,371,363 182,215,533 626,587 44,985,814 Net funds at 1 April, 2011 2,612,614 200,753,260 1,986,027 142,586,808 Net funds at 31 March, 2012 Analysis of changes in net funds 4,983,977 382,968,793 2,612,614 187,572,622 At At Cash Cash At At 1 April 2011 1 April 2011 flows flows 31 March 2012 31 March 2012 £ ` £ ` £ ` Net cash: Cash in hand and at bank 2,612,614 200,753,260 2,371,363 182,215,533 4,983,977 382,968,793 Net funds 2,612,614 200,753,260 2,371,363 182,215,533 4,983,977 382,968,793 For simplicity, the brought forward Rupee amounts at 1 April, 2011 have been translated at the 31 March, 2012 exchange rate. 19. Controlling related party The immediate parent undertaking is ITC Infotech India Limited, which is incorporated in India and is a wholly owned subsidiary of ITC Limited. This is the smallest group of undertakings for which consolidated accounts are being drawn up including this company. The ultimate parent undertaking and controlling related party is ITC Limited, which is incorporated in India. This is the largest group of undertakings for which consolidated accounts are being drawn up including this company. As a wholly owned subsidiary of ITC Infotech India Limited, which is itself a wholly owned subsidiary of ITC Limited, the company is exempt from the requirements of FRS8 to disclose transactions with other members of the group headed by ITC Limited. 136 ITC INFOTECH LIMITED Unaudited Unaudited 2012 2012 2011 2011 £ ` £ ` Profit for the financial year 2,125,817 163,347,778 1,034,989 74,307,035 Other recognised losses and gains 10,292 790,837 832 59,733 Net addition to shareholders' funds 2,136,109 164,138,615 1,035,821 74,366,768 Opening shareholders' funds 5,404,148 415,254,733 4,368,327 313,624,039 Closing shareholders' funds 7,540,257 579,393,348 5,404,148 387,990,807 For simplicity, the brought forward Rupee amounts at 1 April, 2011 have been translated at the 31 March, 2012 exchange rate.
REPORT OF THE DIRECTORS Your Directors present their Report together with the Audited Financial Statements for the year ended 31st March, 2012. The Corporation is a wholly owned subsidiary of ITC Infotech India Limited, incorporated in India. Principal Activities The Corporation is engaged in providing IT services, software development and support services. Financial Results (US$ million) ITC Infotech (USA), Inc. Consolidated(*) Year Ended March 31 2012 2011 Total Revenue 49.85 38.43 Operating Income before Amortization 1.19 0.82 Net Cash Flow provided by Operating activities 0.93 1.25 (*) including Pyxis Solutions, LLC, a wholly owned subsidiary of the Corporation. Business Review During 2011, spends on IT services in the United States grew by 4.4%, representing the second consecutive year of growth post the recent recession. The overhang of global economic uncertainties continued to reflect upon IT spending patterns, with customers adopting a save-to-invest approach across the business verticals serviced by the Corporation. While early signs of an uptick in budget allocations became visible, actual allocations to projects continued to be carefully calibrated. In the midst of such uncertain market conditions, the Corporation is pleased to report another year of significant growth. Total Revenues grew by 30% to US$ 49.85 million, while Operating Income before Amortization grew by 45% to US$ 1.19 million. The robust growth rates are outcomes of the Corporation’s successful domain centric service delivery and marketplace strategies. Several value added solutions were launched including some which were co-innovated with leading independent software vendors. These solutions addressed critical business challenges such as shrinking time-to-market on new product launches, managing complex global infrastructure, ensuring design integrity, insightfully segmenting clients and many more areas that enhance competitiveness. INDEPENDENT AUDITORS’ REPORT Board of Directors ITC Infotech (USA), Inc. We have audited the accompanying special-purpose balance sheets of ITC Infotech (USA), Inc. as of March 31, 2012 and 2011, and the related special-purpose statements of operations and accumulated deficit, and cash flows for each of the years then ended. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying special-purpose financial statements were prepared for the purpose of reporting to the members’ of ITC Infotech (USA), Inc., and its Companies, Solution capability aligned to market needs enabled the Corporation to add several marquee customers, thus sustaining the pace of growth. The expanded customer base, the strong sales funnel and the bank of marketrelevant capabilities, augur well for the year 2012-13. Wholly Owned Subsidiary - Pyxis Solutions, LLC (Pyxis) Pyxis primarily provides high end, domain-based software quality consulting to marquee clients in the financial services industry. During 2011, growth in IT services spends in the US financial services industry lagged that of overall IT services growth. The sector posted a growth of only 1.5 per cent compared to the overall growth of 4.4 per cent, and continued to be characterized by sporadic rate cuts and furloughs. Amidst challenging market conditions, Pyxis’ focus was on client retention, cost management and strengthening solution capability aligned to market needs. Pyxis was chosen by its largest client to support a high visibility project that was revived after being put on hold due to market conditions. Further, the strength of Pyxis’ capability enabled major new client acquisition towards the end of the financial year. The increased client activity and the efforts towards successful client retention present attractive growth possibilities in the next financial year. During the year under review, Pyxis declared and paid US$ 500,000 (previous year - US$ 750,000) as dividend for the financial year 2011-12 by way of distribution to the Corporation, the Sole Member of Pyxis. Directors M/s. Y. C. Deveshwar, S. Sivakumar, B. B. Chatterjee, (Ms) B. Parameswar, S. Puri, B. Sumant and R. Tandon, Directors of the Corporation, will retire at the Annual Meeting, and, being eligible, offer themselves for re-appointment. Auditors M/s. EisnerAmper LLP, Accountants and Advisors, Auditors of the Corporation, offer themselves for re-appointment as Auditors of the Corporation to audit the Financial Statements of the Corporation for the financial year ending 31st March, 2013. On behalf of the Board B. Sumant Director May 7, 2012 S. Sivakumar Vice Chairman as described in Note B[1], the Company does not consolidate Pyxis Solutions, LLC, a 100% owned subsidiary and is not intended to be a presentation in conformity with generally accepted accounting principles. In our opinion, the special-purpose financial statements referred to above present fairly, in all material respects, the financial position of ITC Infotech (USA), Inc. as of March 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended in accordance with the Basis of Presentation as described in Note B[1]. As discussed in Note B[1] to the financial statements, the Indian Rupee equivalent figures have been included in the financial statements as required by the parent company, and is not a representation in conformity with accounting principles generally accepted in the United States of America. This report is intended solely for the information and use of the board of directors and management of ITC Infotech (USA), Inc. and its group Companies and is not intended to be and should not be used by anyone other than these specified parties. EisnerAmper LLP Edison, New Jersey May 7, 2012 ITC INFOTECH (USA), INC. 137
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SUBSIDIARY COMPANIES Russell Credit
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DIRECTORS’ REPORT TO THE MEMBERS
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to its bankers. The Company did not
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CASH FLOW STATEMENT FOR THE YEAR EN
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NOTES TO THE ACCOUNTS As at As at M
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NOTES TO THE ACCOUNTS 11. Fixed ass
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NOTES TO THE ACCOUNTS Year Ended Ye
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NOTES TO THE ACCOUNTS 26. Finance c
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NOTES TO THE ACCOUNTS 5. Transactio
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DIRECTORS’ REPORT TO THE MEMBERS
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(vii) In our opinion, the Company h
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NOTES TO THE ACCOUNTS 1. Share capi
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23. Significant accounting policies
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of services. We have not observed a
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NOTES TO THE ACCOUNTS As at As at M
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NOTES TO THE ACCOUNTS 21. Segment i
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DIRECTORS’ REPORT FOR THE YEAR EN
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56 TECHNICO PTY LIMITED BALANCE SHE
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(c) Foreign currency translation Th
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BALANCE SHEET AS AT MARCH 31, 2012
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5. Liquidity Risk Liquidity risk is
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ANNEXURE TO THE REPORT OF DIRECTORS
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CASH FLOW STATEMENT FOR THE YEAR EN
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DIRECTORS’ REPORT FOR THE YEAR EN
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REPORT OF THE DIRECTORS FOR THE FIN
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PROFIT AND LOSS ACCOUNT FOR THE YEA
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STATEMENTS OF CASH FLOWS YEAR ENDED
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NOTE 12 - INCOME TAXES Income taxes
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SUBSIDIARY COMPANIES - ITC Ltd

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