Coforge Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. The above results were reviewed and recommended by the Audit Committee at the meeting held on January 17, 2019 and approved by the Board of Directors at their meeting held on January 18, 2019.

2. The financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards ) Rules 2015 and Amended Rules, 2016.

3. During the quarter ended December 31, 2018 pursuant to Employees Stock Option Plan 2005, 75,850 options were exercised, 24,200 option were lapsed from various Grants and 1,087,730 options were outstanding as on December 31, 2018 issued on various dates.

4. In view of the clarification issued by Ind AS Transition Facilitation Group, the Group has changed the classification for taxes on dividend received from subsidiaries from current taxes to Statement of Equity. Consequently, taxes amounting to INR 137 million, on dividend received during the nine month period ended December 31, 2018, have been recognized in the Statement of Equity. The previous year numbers have not been reclassified as the impact of the change is not material on the results for the year ended March 31, 2018.
The change, if recorded, in year ended March 31, 2018 and nine months ended December 31, 2017, it would have resulted in current tax to be lower and profit after tax to be higher by INR 96 million and both basic earnings per share and diluted earnings per share higher by Rs. 1.57.

5. Ind AS 115 Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after April 1, 2018, replaces existing revenue recognition requirements. Under the modified retrospective approach there were no significant adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial results.

6. The Company, during the quarter, has changed estimates pertaining to retirement benefits resulting in reduction of liability amounting to Rs. 40 million (net of tax).

7. The National Company law Tribunal (NCLT) vide order dated November 12, 2018 read with order dated November 28, 2018 and Board of Directors of the Company in its meeting held on March 24, 2017, approved the amalgamation of PIPL Business Advisors and Investment Private Limited (PBIPL) and GSPL Advisory Services and Investment Private Limited ("GAIPL") with NIIT Technologies Ltd ("the Company or NTL") by way of and in accordance with a scheme of amalgamation as per the provision for Sections 230 to 232 and any other applicable provision of the Companies Act, 2013 ("Scheme") PBIPL and GAIPL held 3.55% each of share capital of NIIT Technologies Ltd and form part of promoter/promoter group of NIIT Technologies Ltd. On December 28, 2018, pursuant to the Scheme, the entire shareholding of PBIPL of 2,175,911 equity shares and GAIPL of 2,175,911 equity shares in the Company were cancelled and the equivalent shares of the Company were reissued to the shareholders of PBIPL and GAIPL. There is no change in the promoters shareholding in the Company.

Pursuant to NCLT order, the scheme become effective from the "appointed date" April 01, 2017. The management believes that the impact of amalgamation on these financial statements is immaterial and accordingly recorded the impact of amalgamation in the current quarter.

Arvind Thakur
Vice Chairman & Managing Director