9. Income Taxes

Income before income taxes for the Company’s U.S. and foreign operations for the years ended December 31, 2014, 2013 and 2012 was as follows:


	2014		2013		2012
	(In thousands)

U.S.	$	23,966	$	26,815	$	16,453

Foreign		294,907		259,007		223,475


	$	318,873	$	285,822	$	239,928

Income taxes for the years ended December 31, 2014, 2013 and 2012 consisted of the following:


	2014			2013			2012
	(In thousands)
Current:

Federal	$	8,904		$	8,932		$	5,913

State		1,686			1,609			1,064

City		281			268			—

Foreign		65,187			61,182			54,419


Total current provision		76,058			71,991			61,396

Deferred:
Federal		(1,328	)		(3	)		(422	)

State		(245	)		—			(77	)

City		(41	)		—			—

Foreign		(5,311	)		(5,824	)		(6,512	)

Total deferred (benefit)		(6,925	)		(5,827	)		(7,011	)


Total provision for income taxes	$	69,133		$	66,164		$	54,385

The components of net deferred tax assets as of December 31, 2014 and 2013 are as follows:


	2014			2013
	(In thousands)

Deferred tax assets
Valuation allowance	$	(2,616	)	$	—
Carry-forward losses of subsidiaries		364			9
Minimum alternate tax credit of subsidiaries		27,233			20,457
Property, plant and equipment		344			801
Accrued expenses and allowances		12,071			8,893

Total deferred tax assets		37,396			30,160


Deferred tax liabilities
Provision for branch tax on dividend equivalent in India		(1,726	)		(1,726	)
Provision for tax on unrealized gains in India		(2,307	)		(1,872	)

Total deferred tax liabilities		(4,033	)		(3,598	)

Net deferred tax assets	$	33,363		$	26,562

The balance sheet classification of the net deferred tax asset is summarized as follows:


	2014		2013
	(In thousands)

Deferred tax asset, current	$	6,478	$	4,090
Deferred tax asset, non-current		26,885		22,472

	$	33,363	$	26,562

Syntel’s software development centers/units are located in Mumbai, Chennai Pune and Gurgaon, India. Software development centers/units enjoy favorable tax provisions due to their registration in Special Economic Zone (SEZ), as Export Oriented Unit (EOU) and as units located in Software Technologies Parks of India (STPI). Units registered with STPI, EOU’s and certain units located in SEZ were exempt from payment of corporate income taxes for ten years of operations on the profits generated by these units or March 31, 2011, whichever was earlier. Certain units located in SEZ are eligible for 100% exemption from payment of corporate taxes for the first five years of operation and 50% exemption for the next two years and a further 50% exemption for another three years, subject to fulfillment of certain criteria laid down. New units in SEZ operational after April 1, 2005 are eligible for 100% exemption from payment of corporate taxes for the first five years of operation, 50% exemption for the next five years and a further 50% exemption for another five years, subject to fulfillment of criteria.

Units located at SEZ Mumbai and STPI/EOU units ceased to enjoy the tax exemption on March 31, 2011, except that one SEZ unit located at Mumbai and three more SEZ units located at Mumbai completed the tax holiday period on March 31, 2012 and March 31, 2013, respectively. The Company started an IT SEZ unit in the Syntel Chennai SEZ in the year ended December 31, 2010. The Company started operation in a KPO SEZ unit and IT SEZ unit in Airoli, Navi Mumbai in the quarter ended June 30, 2011 and September 30, 2011, respectively. One SEZ unit located at Chennai completed its first five years of 100% exemption as on March 31, 2012. Two IT SEZ units and one KPO SEZ unit located at Syntel Pune SEZ completed their first five years of 100% exemption as on March 31, 2013. The Company started operation in a new IT SEZ unit and a new KPO SEZ unit in the Syntel Pune SEZ in the quarter ended June 30, 2013. The Company started operation in a new SEZ unit in the Syntel Chennai SEZ and Syntel Pune SEZ during the quarters ended June 30, 2014 and December 31, 2014, respectively.

Syntel’s Special Economic Zone (SEZ) in Pune set up under the SEZ Act 2005, commenced operations in 2008. The SEZ for Chennai commenced operations in 2010. Income from operation of the SEZ, as a developer, is exempt from payment of corporate income taxes for ten out of 15 years from the date of SEZ notification.

Provision for Indian Income Tax is made only in respect of business profits generated from these software development units, to the extent they are not covered by the above exemptions and on income from treasury operations and other income.

The benefit of the tax holiday under Indian Income Tax was $43.1 million, $32.2 million and $24.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company intends to use the remaining accumulated and future earnings of foreign subsidiaries to expand operations outside the United States and accordingly, undistributed earnings of foreign subsidiaries are considered to be indefinitely reinvested outside the United States and no provision for U.S. Federal and State income tax or applicable dividend distribution tax has been provided thereon. If the Company determines to repatriate all undistributed repatriable earnings of foreign subsidiaries as of December 31, 2014, the Company would accrue taxes of approximately $269.6 million.

The following table accounts for the differences between the actual effective tax rate and the statutory U.S. Federal income tax rate of 35% for the years ended December 31, 2014, 2013 and 2012:


	2014			2013			2012
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal Benefit		0.2	%		0.3	%		0.2	%
City taxes		0.1	%		—			—
Foreign effective tax rates different from U.S. Statutory Rate		(14.2	%)		(11.7	%)		(12.4	%)
Tax reserves		(0.1	%)		0.0	%		(0.1	%)
Prior Year state tax payment		0.0	%		0.2	%		0.0	%
Valuation Allowance		0.7	%		(0.1	)%		0.0	%
Tax on India Entity related cost		0.0	%		(0.6	)%		0.0	%

Effective income tax rate		21.7	%		23.1	%		22.7	%

During the year ended December 31, 2014, 2013 and 2012, the effective income tax rates were 21.7%, 23.1% and 22.7%, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	(in millions)
	2014			2013
Balance as at January 1	$	30.22		$	24.94
Additions based on tax positions related to the current year		11.38			8.51

Reductions for tax positions of prior years		(0.00	)		(0.00	)
Foreign currency translation effect		(1.13	)		(3.23	)

Balance as at December 31	$	40.47		$	30.22
Income taxes paid, see below		(35.86	)		(26.37	)

Amounts, net of income taxes paid	$	4.61		$	3.85

The above table shows the unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company has paid income taxes of $35.86 million and $26.37 million against the liabilities for unrecognized tax benefits of $40.47 million and $30.22 million, as at December 31, 2014 and 2013, respectively. The Company has paid the taxes in order to reduce the possible interest and penalties related to these unrecognized tax benefits.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of tax expense. During the years ended December 31, 2014 and December 31, 2013, the Company recognized a tax reversal and tax charge towards interest of approximately $0.44 million and $0.17 million, respectively.

The Company had accrued approximately $1.32 million and $1.39 million for interest and penalties as of December 31, 2014 and December 31, 2013, respectively.

The Company’s amount of net unrecognized tax benefits for the tax disputes of $1.55 million and potential tax disputes of $3.13 million could change in the next twelve months as litigation and global tax audits progress. At this time, due to the uncertain nature of this process, it is not reasonably possible to estimate an overall range of possible change.

The Company records provisions for income taxes based on enacted tax laws and rates in the various taxing jurisdictions in which it operates. In determining the tax provisions, the Company provides for tax uncertainties in income taxes, when it is more likely than not, based on the technical merits, that a tax position would not be sustained upon examination. Such uncertainties, which are recorded in income taxes payable, are based on management’s estimates and accordingly, are subject to revision based on additional information. The provision no longer required for any particular tax year is credited to the current period’s income tax expenses. Conversely, in the event of a future tax examination, any additional tax expense not previously provided for will be recognized in the period in which the actual liability is concluded or the management determines that the Company will not prevail on certain tax positions taken in filed returns, based on the “more likely than not” concept.

Syntel Inc. and its subsidiaries file income tax returns in various tax jurisdictions. The Company is no longer subject to U.S. federal tax examinations by tax authorities for years before 2011 and for state tax examinations for years before 2010. During 2014, the Internal Revenue Service (IRS) commenced an examination of the 2012 US Federal Income tax return filed by Syntel Inc. and subsidiaries, which is closed without any material adjustments.

Syntel Limited, the Company’s India subsidiary, has disputed tax matters for the financial years 1996-97 to 2009-10 pending at various levels of tax authorities. Financial year 2010-11 and onwards are open for regular tax examination by the Indian tax authorities. However, the tax authorities in India are authorized to reopen the already concluded tax assessments and may re-open the case of Syntel Limited for financial years 2008-09 and onwards. The Indian tax authority served a notice for re-opening the assessment of financial year 2008-09 for Syntel Global Private Limited (“SGPL”) on April 12, 2014. SGPL is in a position to defend the tax position for the aforesaid year and therefore, no additional provision has been made in the Company’s books.

During the years ended December 31, 2014, 2013 and 2012, the effective income tax rate was 21.7%, 23.1% and 22.7%, respectively.

The tax rate for the year ended December 31, 2014 was impacted by a favorable adjustment of $1.20 million, relating to the true up of tax provisions, upon the finalization of the tax computation of Syntel Limited, which was finalized after setoff of unabsorbed inter-company expenses. Further, a $0.86 million tax charge has arisen on account of a particular tax dispute raised during the year. The Company has provided tax charges of $1.63 million and $0.88 million on account of valuation allowances against deferred tax assets recognized on investments and the minimum alternative tax, respectively. Without the above, the effective tax rate for the year ended December 31, 2014 would have been 21.1%.

The tax rate for the year ended December 31, 2013 was impacted by a favorable adjustment of $1.09 million relating to the true up of tax provisions, upon the finalization of the tax computation for filing Syntel limited tax returns, which computations were finalized upon receiving the actual numbers of expenses apportionment, wage reconciliations, meal disallowances etc., compared with the amounts for such items estimated earlier for the tax provisions. Further, a $0.43 million reversal of tax reserve has arisen on account of the reversal of a valuation allowance, created in the past, and against deferred tax assets recognized on the allowance on the accumulated losses. During the year ended December 31, 2013, the Company reviewed the filing requirements for certain U.S. State and City income tax returns. The Company has updated the profit apportionment method in those certain states and cities. Accordingly, the Company had provided $1.59 million, out of which $0.6 million related to the prior years. Without the above, the effective tax rate for the year ended December 31, 2013 would have been 23.5%.

The tax rate for the year ended December 31, 2012 was impacted by a favorable adjustment of $0.24 million as a result of the Company’s review of its global uncertain tax liabilities provided on the “more likely than not” concept and other tax positions, which is based on the completion of certain tax Appeals. Without the above, the effective tax rate for the year ended December 31, 2012 was 22.8%.

Syntel Limited has not provided for disputed Indian income tax liabilities amounting to $1.58 million for the financial years 1996-97, 1997-98 and 2001-02, which is after recognizing certain tax liabilities aggregating $0.81 million.

Syntel Limited received orders for appeals filed with the Commissioner of Income Tax Appeals (“CIT(A)”) against the demands raised by the Income Tax Officer for similar matters relating to the financial years 1996-97, 1997-98 and 2000-01. The contention of Syntel Limited was partially upheld by the CIT(A). Syntel Limited has gone into further appeal with the Income Tax Appellate Tribunal (“ITAT”) for the amounts not allowed by the CIT(A). Syntel Limited received favorable orders from the ITAT. The Income Tax Department filed further appeals before the Bombay High Court. The Bombay High Court dismissed the Income Tax Department appeals and upheld the ITAT orders on December 15, 2009. The Income Tax Department has filed a review petition before the Bombay High Court. The Income Tax Department review petition was rejected due to filing defects. The Income Tax Department may rectify the defects and re-submit the review petition.

Syntel Limited has also not provided for disputed Indian income tax liabilities aggregating to $4.78 million for the financial years 2002-03 to 2004-05, which is after recognizing tax on certain tax liabilities aggregating $0.73 million provided for uncertain income tax positions, against which Syntel Limited has filed appeals with the CIT(A). Syntel Limited has received the order for appeal filed with the CIT(A) relating to financial year 2002-03 and financial year 2003-04, wherein the contention of Syntel Limited has been partially upheld. Syntel Limited has gone into further appeal with the ITAT for the amounts not allowed by the CIT(A). The Income Tax Department has also filed a further appeal against the relief granted to Syntel Limited by the CIT(A). Syntel Limited and the Income Tax Department appeals are scheduled for hearing on a future date. Syntel Limited has obtained opinions from independent legal counsels, which support Syntel Limited’s stand in this matter.

For the financial year 2004-05, the appeal of Syntel Limited was fully allowed by the CIT(A). The Income Tax Department filed a further appeal with the ITAT for the amounts allowed by the CIT(A) except with regard to one item. The Income Tax Department’s appeal was rejected by the ITAT. The Income Tax Department filed a further appeal before the Bombay High Court for the amounts allowed by the ITAT, except an item on which CIT(A) granted relief to Syntel Limited and the Income Tax Department did not appeal. Accordingly, Syntel Limited reversed a tax provision of $0.33 million during the year ended December 31, 2010 with regard to that one item. The Income Tax Department has filed further appeal before the Bombay High Court. The Bombay High Court has dismissed the Income Tax Department Appeal. The Income Tax Department has filed a Special Leave petition with the Supreme Court of India on January 24, 2013, challenging the order passed by the Bombay High Court. The petition will come up for admission in the near future. For the financial year 2005-06, the Indian Income Tax Department decided against Syntel Limited with respect to a particular tax position, and Syntel Limited filed an appeal with the CIT(A). During the year ended December 31, 2010, Syntel India’s appeal for the financial year was fully allowed by CIT(A). The Income Tax Department has filed a further appeal with the ITAT for the amounts allowed by the CIT(A). The Income Tax Department appeal is scheduled for hearing before ITAT on a future date. For the financial year 2006-07, the Indian Income Tax Department decided against Syntel Limited with respect to a particular tax position and Syntel Limited filed an appeal with the CIT(A). During the three months ended September 30, 2011, the Company received an order for appeal filed with CIT(A) that partially upholds Syntel Limited’s contentions. Syntel Limited has filed a further appeal with the ITAT for the amounts not allowed by the CIT(A). The Income Tax Department has filed a further appeal for the amounts allowed by the CIT(A). Syntel Limited and Income Tax Department appeals are scheduled for hearing before ITAT on a future date. For the financial year 2007-08 to 2009-10, the Indian Income Tax Department decided against Syntel Limited in respect to a particular tax position and Syntel Limited has filed an appeal with the CIT(A). Syntel Limited received an order for appeal filed with CIT(A) that upholds Syntel Limited’s contentions. The Income Tax Department has filed a further appeal for the amounts allowed by the CIT(A). The Income Tax Department appeal is scheduled for hearing before ITAT on a future date.

For the financial year 2010-11, the Income Tax Department has raised a new tax dispute on a particular tax position asserted by Syntel Limited. The Company’s management has evaluated the tax impact of this tax position for the aforesaid financial year and for the subsequent financial year. As per management estimates, it is more likely than not that the Company will be required to make a provision for unrecognized tax benefits of $0.86 million for the year ended December 31, 2014 against the tax dispute of $2.2 million. Accordingly, the Company has made a provision for unrecognized tax benefits of $0.86 million for the year ended December 31, 2014.

For the financial year 2006-07, the Indian Income Tax Department decided against the Syntel KPO entity in respect to a particular tax position and the Syntel KPO entity filed an appeal with the CIT(A). During the year ended December 31, 2011, the Syntel KPO entity received an order for appeal filed with CIT(A) wherein, the contention of Syntel India was upheld. The Income Tax Department has filed a further appeal for the amounts allowed by the CIT(A). The Income Tax Department appeal is scheduled for hearing before ITAT on April 2, 2015. For the financial year 2007-08 to 2009-10, the Income Tax Department decided against the Syntel KPO entity with respect to a particular tax position and the Syntel KPO entity has filed an appeal with the CIT(A). The CIT(A) has not allowed the appeal and the Syntel KPO entity has filed a further appeal before ITAT. The Syntel appeal is fixed for hearing before ITAT in the near future.

For the financial year 2007-08, the Income Tax Department also decided against Syntel International Private Limited (SIPL) in respect to a particular tax position and SIPL has filed an appeal with the CIT(A). During the three months ended September 30, 2012, SIPL received an order for appeal filed with CIT(A), and the contention of SIPL was fully upheld. The Income Tax Department filed a further appeal to the ITAT for the amounts allowed by the CIT(A). However, recent High Courts orders are in favor of the tax position taken by SIPL. Based on the CIT(A) and recent High Court orders, SIPL reviewed its Uncertain Tax Position of $0.24 million and reversed the aforementioned tax provision in September 2012. The Income Tax Department has filed a further appeal for the amounts allowed by the CIT(A). The Income Tax Department appeal is scheduled for hearing before ITAT on a future date.

All the above tax exposures involve complex issues and may need an extended period to resolve the issues with the Indian income tax authorities. Syntel’s management, after consultation with legal counsel, believes that the resolution of the above matters will not have a material adverse effect on the Company’s consolidated financial position.

SERVICE TAX AUDIT

During the three months ended September 30, 2010, a service tax audit was conducted for the Adyar facility in Chennai; the scope of the audit was to review transactions covered under the Central Excise and Customs Act, by the office of Accountant General (Commercial Receipt Audit). The Development Commissioner (DC) has issued a letter stating the audit objections raised by the officer of the audit team. Most of the observations are pertaining to the service tax and are for an amount of $3.85 million. Syntel Limited has filed a reply to said notice and further information.

Further to our reply and information filed earlier, Syntel Limited has received a letter dated July 13, 2011 from the DC, indicating that the audit objections amounting to $3.0 million, out of the total amount of $3.81 million, have been closed. Syntel is pursuing closure of the balance of the audit objections of approximately $0.81 million.

Syntel Limited has obtained the views of a tax consultant in this matter and has filed an appropriate reply to the audit observations. The letter does not constitute any demand against Syntel Limited. The Company believes that Syntel Limited will be in a position to defend the objections raised, and therefore no provision has been made in the Company’s books.

Syntel Limited regularly files quarterly Service Tax refund applications and claims refunds of Service Tax on input services, which remain unutilized against a nil service tax on export of services. During the quarter ended June 30, 2014, Syntel Limited received orders for a Service Tax refund for the period October – December 2011. The Assistant Commissioner of Service Tax granted a Service Tax refund of $0.32 million and rejected Service Tax refunds of $0.58 million. Syntel Limited filed appeals before the Commissioner of Appeal responding to the aforesaid rejections. The rejection orders stated that the input services did not meet the conditions qualifying them for a refund of Service Taxes. The Service Tax Department has also filed an appeal with the Commissioner of Appeal against the Service Tax refund order. Syntel Limited obtained the views of a tax consultant in this matter and the consultant advised that Syntel Limited is in a strong position to defend the rejections and therefore, no provision has been made in the Company’s books.

A Syntel KPO entity, State Street Syntel Service Pvt. Ltd., regularly files quarterly Service Tax refund applications and claims Service Tax refund of unutilized input of Service Tax on account for the export of services. During the three months ended September 30, 2012, the Company has received Service Tax orders for the rejection of a Service Tax refund for the period April–September 2011 of $0.45 million. Per the rejection order, there is no nexus of input services with the export of services justifying the claim for the refund of Service Tax. The Company had filed appeals before the Commissioner of Appeal against the aforementioned order. During the three months ended March 31, 2013 and September 30, 2013, the Syntel KPO entity received a service tax refund for the period October–December 2011 and January 2012–March 2012 of $0.15 million and $0.13 million respectively. During the three months ended December 31, 2013, the Syntel KPO entity received Service Tax orders for rejection of a service tax refund for the period April–December 2012 of $0.70 million. As per the rejection order, certain conditions prescribed for the purpose of claiming a refund have not been complied with. The Syntel KPO entity has filed appeals before the Commissioner of Appeal against the aforesaid orders. During the quarter ended June 30, 2014, the Commissioner of Appeal allowed appeals filed by the Syntel KPO entity. The Service Tax department has filed an appeal against the said order before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) and also an application for stay of Service Tax refund.

During the quarter ended June 30, 2014, the Syntel KPO entity has received orders for service tax refund for the period January–March 2013 of $0.20 million after rejection of $0.05 million in refunds. The Syntel KPO entity has filed appeals before the Commissioner of Appeal against the aforesaid rejections. During the quarter ended September 30, 2014, the Syntel KPO entity has received orders for service tax refund for the period April–June 2013 of $0.18 million after rejection of $0.07 million. The Syntel KPO entity has filed appeals before the Commissioner of Appeal against the aforesaid partial rejections.

The Company obtained a tax consultant’s advice on the aforesaid orders. The consultant is of the view that the aforesaid orders are contrary to the wording of the service tax notifications and provisions. The Company, therefore, believes that its claims of service tax refunds should be upheld at the appellate stage and the refunds should be accordingly granted. Based on the consultant’s tax advice, the Company is in a strong position to defend the rejection of the refunds. Accordingly, no provision has been made in the Company’s books.

Syntel International Private Limited regularly files service tax returns and has filed a refund application claiming a tax refund of unutilized input service tax on account of export of services. The Company received a show cause notice on October 23, 2012 for service tax demand of approximately $2.04 million. The Company has filed submissions with the service tax department to oppose the aforementioned show cause notice. However, the service tax department has passed an order dated February 11, 2013 confirming the said demand. The total demand raised along with penalty amounts to $3.95 million. Interest at 18% per annum is also payable up to the date of payment of the demand.

The Company has filed an appeal against the said order before the Customs, Excise and Service Tax Appellate Tribunal “CESTAT” and also an application before CESTAT for stay of demand. CESTAT has allowed the Company appeal and set aside the demand and directed to the service tax department for fresh consideration. However, the service tax department has filed an appeal before the Bombay High Court against the aforesaid CESTAT order. The Bombay High Court has directed CESTAT to decide the case on its merits rather than directing it to the commissioner for fresh consideration.

The Company’s tax consultant is of the view that the aforementioned demand is contrary to the wording of the service tax notifications and provisions. The Company therefore believes it is in a strong position to defend the aforementioned demand. Accordingly, no provision has been made in the Company’s books.

Local Taxes

As of December 31, 2014 the Company had a local tax liability provision of approximately $5.9 million, equal to $3.8 million net of tax, relating to local taxes including employer withholding taxes, employer payroll expense taxes, business licenses, and corporate income taxes. As of December 31, 2013, the Company had a local tax liability provision of approximately $4.5 million, equal to $2.9 million net of tax, relating to local taxes including employer withholding taxes, employer payroll expense taxes, business license registrations, and corporate income taxes.

Minimum Alternate Tax (MAT)

Minimum Alternate Tax (“MAT”) is payable on Book Income, including the income for which deduction is claimed under section 10A and section 10AA of the Indian Income Tax Act. The excess tax paid under MAT provisions, over and above the normal tax liability is “MAT Credit”. MAT Credit can be carried forward and set-off against future tax liabilities computed under normal tax provisions in excess of tax payable under MAT. The MAT Credit can be carried forward for set-off up to a period of 10 years from the end of the financial year in which MAT Credit arises. Accordingly, the Company’s Indian subsidiaries have calculated the tax liability for current domestic taxes after considering MAT tax liability. Management estimates that the Company’s Indian subsidiaries would utilize the MAT credit within the prescribed limit of 10 years. The Company estimated that the Company may not be able to utilize part of the MAT credit for one of the Indian subsidiaries. Accordingly, a valuation allowance of $0.88 million was recorded against the accumulated MAT credit recognized as deferred tax assets. The MAT credit as of December 31, 2014 of $26.36 million (net of valuation allowance of $0.88) shall be utilized before March 31 of the following financial years and shall expire as follows:


Year of Expiry of MAT Credit
	Amount in US$ (In millions)
2017-18	$	0.21
2018-19	$	0.28
2019-20	$	1.02
2020-21	$	3.66
2021-22	$	0.83
2022-23	$	6.25
2023-24	$	7.41
2024-25	$	7.58

Total	$	27.24

Less: Valuation allowance	$	0.88
Total (net of valuation allowance)	$	26.36