MIRA INFORM REPORT

Report Date :

14.08.2014

IDENTIFICATION DETAILS

Name :	TECH MAHINDRA LIMITED
Registered Office :	Gateway Building, Apollo Bunder, Mumbai – 400 001, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	24.10.1986
Com. Reg. No.:	11-041370
Capital Investment / Paid-up Capital :	Rs.2335.000 Millions
CIN No.: [Company Identification No.]	l64200mh1986plc041370
TAN No.: [Tax Deduction & Collection Account No.]	mumm15369E
PAN No.: [Permanent Account No.]	aaacm3484F
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Services Provider of Computer Software, Telecom IT Solution.
No. of Employees :	160000 Approximately)

RATING & COMMENTS

MIRA’s Rating :

Aaa (86)

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited

Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a well-established and reputed company having excellent track record. The rating reflects company’s strong financial risk profile supported by comfortable liquidity position and decent capital structure of the company. Rating also reflects the strong parentage of the promoter Mahindra and Mahindra Limited and the experienced management with proven track in business leadership and administration. Trade relations are reported as decent. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for normal business dealing usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

N E W S

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facilities = AAA
Rating Explanation	Highest degree of safety and carry lowest credit risk.
Date	16.07.2014

Rating Agency Name	CARE
Rating	Short Term Bank Facilities = A1+
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	16.07.2014

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DECLINED

Management Non Cooperative (91-20-42250000)

LOCATIONS

Registered Office :	Gateway Building, Apollo Bunder, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-22021031
Fax No.:	Not Available
E-Mail :	nacheeket.divekar@techmahindra.com anil.khatri@techmahindra.com jayaraman.g@techmahindra.com
Website :	http://www.techmahindra.com
Location:	Owned
Corporate Office :	Plot No. 1, Phase III, Rajiv Gandhi Infotech Park, Hinjewadi, Pune – 411 057 Maharashtra, India
Tel. No.:	91-20-42250000
Fax No.:	91-20-42252501
Branch Office:	Located at : Pune Telangana Mumbai Bangalore Chennai Visakhapatnam Kolkata Noida · Gandhi-Nagar · Ahmedabad · Bhubaneswar · Chandigarh
Overseas Branches :	Located at : Singapore Thailand Bangkok Malaysia Indonesia Philippines China United Arab Emirates Bahrain Cairo South Africa Nigeria Zambia Ghana Congo Brazzaville Texas New Jersey Georgia California Washington Toronto Canada United Kingdom Germany Nether Land Australia New Zealand

DIRECTORS

As on 31.03.2014

Name :	Mr. Anand G Mahindra
Designation :	Chairman
Name :	Mr. Vineet Nayyar
Designation :	Vice-Chairman and Managing Director
Name :	Mr. C. P. Gurnani
Designation :	Managing Director
Name :	Mr. Anupam Puri
Designation :	Director
Name :	Mr. Bharat N. Doshi
Designation :	Director
Name :	Mr. M. Damodaran
Designation :	Director
Name :	Mrs. Ravindra Kulkarni
Designation :	Director
Name :	Mr. Ravindra Kulkarni
Designation :	Additional Director w.e.f. 30th March 2009
Name :	Mr. T. N. Manoharan
Designation :	Director
Name :	Mr. Ulhas N.Yargop
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Milind Kulkarni
Designation :	Chief Financial Officer
Name :	Mr. G. Jayaraman
Designation :	Company Secretary and Chief Compliance Officer
COMMITTEES OF DIRECTORS
Audit Committee	· Mr. T. N. Manoharan, Chairman · Mr. Anupam Puri · Mr. M. Damodaran · Mr. Ulhas N. Yargop
Nomination and Remuneration Committee	· Mr. Ravindra Kulkarni, Chairman · Mr. Anupam Puri · Mr. Ulhas N. Yargop
Stakeholders Relationship Committee	· Mr. Ravindra Kulkarni, Chairman · Mr. Ulhas N. Yargop · Mr. Vineet Nayyar
Corporate Social Responsibility Committee	· Mr. Vineet Nayyar, Chairman · Mrs. M. Rajyalakshmi Rao · Mr. Ulhas N. Yargop
Executive Committee	· Mr. Vineet Nayyar, Chairman · Mr. Bharat N. Doshi · Mr. Ulhas N. Yargop
Securities Allotment Committee	· Mr. Vineet Nayyar, Chairman · Mr. C. P. Gurnani · Mr. Ulhas N. Yargop

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2014

Particulars	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	60676252	25.89
Any Others (Specify)	24000000	10.24
Trusts	24000000	10.24
Sub Total	84676252	36.13
(2) Foreign
Bodies Corporate	60726	0.03
Sub Total	60726	0.03
Total shareholding of Promoter and Promoter Group (A)	84736978	36.15
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	11992357	5.12
Financial Institutions / Banks	262014	0.11
Central Government / State Government(s)	419930	0.18
Insurance Companies	12542939	5.35
Foreign Institutional Investors	91683455	39.12
Sub Total	116900695	49.87
(2) Non-Institutions
Bodies Corporate	4233397	1.81
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	21522617	9.18
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	3044190	1.30
Any Others (Specify)	3950537	1.69
Clearing Members	899913	0.38
Non Resident Indians	2203673	0.94
Trusts	636152	0.27
Foreign Nationals	210212	0.09
Overseas Corporate Bodies	587	0.00
Sub Total	32750741	13.97
Total Public shareholding (B)	149651436	63.85
Total (A)+(B)	234388414	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	234388414	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Mahindra and Mahindra Limited	6,06,76,252	25.89
2	TML Benefit Trust (Through Mr. Ulhasnarayan Yargop,Trustee)	2,40,00,000	10.24
3	Mahindra-Bt Investment Company (Mauritius) Limited	60,726	0.03
	Total	8,47,36,978	36.15

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	LIC of India Money Plus Growth Fund	4863944	2.08
2	Europacific Growth Fund	4216119	1.80
3	City of Newyork Group Trusts	3256460	1.39
4	New World Fund Inc	2733218	1.17
5	National Westminster Bank Plc as Depository of First State Global Emerging Markets Leaders Fund a Sub	2713070	1.16
6	Bajaj Allianz Life Insurance Company Limited	2589425	1.10
7	Government Pension Fund Global	2547844	1.09
8	Skagen Kon-Tiki Verdipapirfond	2529440	1.08
9	ABU Dhabi Investment Authority - Gulab	2500312	1.07
	Total	27949832	11.92

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	First State Investment Management (UK) Limited and PACs	13198577	5.63
	Total	13198577	5.63

BUSINESS DETAILS

Line of Business :

Services Provider of Computer Software, Telecom IT Solution.

GENERAL INFORMATION

No. of Employees :

160000 Approximately)

Bankers :

· Bank of Baroda

· BNP Paribas

· Citibank N. A.

· HDFC Bank Limited

· The HSBC Bank Limited

· ICICI Bank Limited

· IDBI Bank Limited

· Kotak Mahindra Bank Limited

· Standard Chartered Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2014	As on 31.03.2013
LONG TERM BORROWINGS
Debentures 10.25% (Previous Year: 10.25%) Privately placed Non-Convertible Debentures (Due for redemption on 17th April 2014, at par) (The above debentures are secured by pari passu charge over the immovable property located in Gujarat and Pune. Company has also deposited the title deeds of certain other immovable properties of the Company with the debenture trustees.)	0.000	3000.000
Finance Lease Obligations Lease obligations are secured by the assets financed through the finance lease arrangements and are repayable in the equal monthly installments over a period of 1-5 years and carry a finance charge.	50.000	0.000
SHORT TERM BORROWINGS
Cash credit *	0.000	544.000
Total	50.000	3544.000

Banking Relations :	---
Auditors :
Name :	Deloitte, Haskins and Sells Chartered Accountants
Address :	Mumbai, Maharashtra, India
Promoter Company :	British Telecommunications Plc.
Promoter/Enterprise having significant Influence	· Mahindra and Mahindra Limited · Mahindra-BT Investment Company (Mauritius) Limited · CanvasM Technologies Limited · Venturbay Consultants Private Limited · Mahindra Logisoft Business Solutions Limited · Satyam Computer Services Limited · C&S System Technologies Private Limited
100% subsidiary Company	· Tech Mahindra (Americas) Inc. and its following 100 % subsidiaries · Tech Talenta Inc. · Tech Mahindra IPR Inc. · CanvasM (Americas) Inc. · Tech Mahindra GmbH · Tech Mahindra (Singapore) Pte. Limited · Tech Mahindra (Thailand) Limited · PT Tech Mahindra Indonesia · Tech Mahindra (Malaysia) Sdn. Bhd · Tech Mahindra (Beijing) IT Services Limited · Tech Mahindra (Nigeria) Limited · Tech Mahindra (Bahrain) Limited S.P.C. · Tech Mahindra Business Services Limited (formerly known as Hutchison Global Services Limited) · Tech Mahindra BPO Limited (formerly Satyam BPO Limited) · Satyam Computer Services (Shanghai) Co. Limited · Satyam Computer Services (Nanjing) Co. Limited · Tech Mahindra Technologies Inc. (formerly Satyam Technologies Inc.) · Knowledge Dynamics Pte. Limited · Nitor Global Solutions Limited · Satyam Computer Services (Egypt) S.A.E · Citisoft Plc. and its following 100 % subsidiary · Citisoft Inc. · Satyam Computer Services Belgium BVBA · Bridge Strategy Group LLC · Satyam Computer Services De. Mexico S.DE.R.L.DE.C.V · vCustomer Services LLC · New vC Services Private Limited and its 100% subsidiary · vCustomer Philippines, Inc. and its 100% subsidiary · vCustomer Philippines (Cebu), Inc. · Tech Mahindra Servicos De Informatica LTDA (formerly Satyam Servicos De Informatica LTDA) · Mahindra Satyam Servicios DE Informatica S.R.L. · Satyam Colombia Servicios DE Informatica SAS · Mahindra Satyam Servicios DE Informatica Sociedad Anonima Cerrada · Tech Mahindra ICT Services (Malaysia) SDN. BHD. · Tech Mahindra Foundation
67.12 % Subsidiary Company	· Comviva Technologies Limited and its following 100 % subsidiaries · Comviva Technologies Inc. · Comviva Technologies Nigeria Limited · Comviva Technologies Singapore PTE. Limited · Comviva Technologies FZ-LLC
51% Subsidiary Company	· Tech Mahindra South Africa (Pty) Limited · Complex IT Solutions Consultoria EM Informatica S.A. · Satyam (Europe) Limited · Vision Compass Inc.
50% Subsidiary Company	· Satyam Venture Engineering Services Private Limited and its following 100 % subsidiaries · Satyam Venture Engineering Services (Shanghai) Co. Limited · Satyam Venture Engineering Services UK Limited
50:50 Joint Venture	Global ICT Investment Holdings Pte. Limited
Enterprise where the Company is in a position to exercise control	· Mahindra Satyam Foundation Trust (formerly Satyam Foundation Trust) · Satyam Associates Trust · Mahindra Educational Institutions

CAPITAL STRUCTURE

As on 26.09.2013

Authorised Capital : Rs.6191.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.2343.884 Millions

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
619100000	Equity Shares	Rs.10/- each	Rs.6191.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
233472886	Equity Shares	Rs.10/- each	Rs.2335.000 Millions

Disclosure pursuant to Part I of Schedule VI to the Companies Act, 1956 Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Particulars	March 31, 2014
	Equity Shares
	Number	Rs. In Millions
Shares outstanding at the beginning of the year	128,119,023	1281.190
Shares Issued during the year	1,868,467	19.000
Share issued on account of amalgamation	103,472,886	1035.000
Shares outstanding at the end of the year	233,472,886	2335.000

No of shares held by each shareholder holding more than 5 percent equity shares of the Company are as follows

Name of Shareholder	March 31, 2014
	No. of Shares held	% of Holding
Mahindra and Mahindra Limited	60,676,252	25.99
British Telecommunications PLC	24,000,000	10.28
Life Insurance Corporation of India	5,370,475	2.30

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors in their meeting on May 14, 2014 proposed a final dividend of Rs.20 per equity share. The proposal is subject to approval of shareholders at the Annual General Meeting.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	2335.000	1281.000	1275.000
(b) Reserves & Surplus	83551.000	40544.000	33157.000
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	15.000	3.000	0.000
Total Shareholders’ Funds (1) + (2)	85901.000	41828.000	34432.000
(3) Non-Current Liabilities
(a) long-term borrowings	50.000	3000.000	6000.000
(b) Deferred tax liabilities (Net)	3741.000	2270.000	4309.000
(c) Other long term liabilities	3203.000	0.000	0.000
(d) long-term provisions	0.000	1692.000	1706.000
Total Non-current Liabilities (3)	6994.000	6962.000	12015.000
(4) Current Liabilities
(a) Short term borrowings	0.000	8045.000	5266.000
(b) Trade payables	14319.000	5644.000	4684.000
(c) Other current liabilities	16980.000	8046.000	5831.000
(d) Short-term provisions	10894.000	2060.000	1388.000
Total Current Liabilities (4)	42193.000	23795.000	17169.000
Amount Pending Investigation Suspense Account (Net)	12304.000	0.000	0.000
TOTAL	147392.000	72585.000	63616.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	17939.000	7133.000	6463.000
(ii) Intangible Assets	397.000	68.000	63.000
(iii) Capital work-in-progress	2640.000	284.000	1627.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	22940.000	38075.000	31332.000
(c) Deferred tax assets (net)	3109.000	944.000	820.000
(d) Long-term Loan and Advances	9406.000	4496.000	3341.000
(e) Other Non-current assets	157.000	0.000	0.000
Total Non-Current Assets	56588.000	51000.000	43646.000
(2) Current assets
(a) Current investments	0.000	0.000	1203.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	39278.000	13725.000	12431.000
(d) Cash and cash equivalents	28263.000	2711.000	1389.000
(e) Short-term loans and advances	13480.000	3310.000	2747.000
(f) Other current assets	9783.000	1839.000	2200.000
Total Current Assets	90804.000	21585.000	19970.000
TOTAL	147392.000	72585.000	63616.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	162951.000	60019.000	52430.000
		Other Income	703.000	(952.000)	677.000
		TOTAL (A)	163654.000	59067.000	53107.000
Less	EXPENSES
		Employee Benefit Expenses	69715.000	25138.000	22625.000
		Subcontracting Expenses	34012.000	15524.000	11528.000
		Operating and Other Expenses	23611.000	7573.000	8968.000
		Exceptional Items	(1200.000)	0.000	679.000
		TOTAL (B)	126138.000	48235.000	43800.000
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		37516.000	10832.000	8307.000
Less	FINANCIAL EXPENSES (D)		868.000	1090.000	1025.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		36648.000	9742.000	7282.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		4270.000	1570.000	1505.000
	PROFIT BEFORE TAX (E-F) (G)		32378.000	8172.000	5777.000
Less	TAX (H)		5523.000	1647.000	1171.000
	PROFIT AFTER TAX (G-H) (I)		26855.000	6525.000	4606.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		27495.000	24068.000	22412.000
Less/ Add	Adjustments on account of Amalgamation		(2396.000)	0.000	0.000
Less	APPROPRIATIONS
		Transfer to Debenture Redemption Reserve	(2366.000)	1348.000	1353.000
		Final Dividend	1.000	0.000	4.000
		Proposed Dividend	4669.000	641.000	510.000
		Tax on Dividend	794.000	109.000	83.000
		Transfer to General Reserve	5000.000	1000.000	1000.000
	BALANCE CARRIED TO THE B/S		43856.000	27495.000	24068.000
	EARNINGS IN FOREIGN CURRENCY
		Income from Services	155502	55497	47028
		Other Income	0.000	3.000	0.000
		Rent Received	40.000	2.000	41.000
		Interest Received	18.000	7.000	5.000
	TOTAL EARNINGS		155560.000	55509.000	47074.000
	IMPORTS
		Components and spare parts	129.000	8.000	9.000
		Capital Goods	1498.000	293.000	637.000
	TOTAL IMPORTS		1627.000	301.000	646.000
	Earnings Per Share (Rs.)
	Basic		115.49	51.10	36.27
	Diluted		112.41	49.99	34.86

QUARTERLY RESULTS

PARTICULARS	30.06.2014
Type	1^st Quarter
Net Sales	45124.100
Total Expenditure	3,7602.000
PBIDT (Excl OI)	7522.100
Other Income	781.200
Operating Profit	8303.300
Interest	29.200
Exceptional Items	0.000
PBDT	8274.100
Depreciation	1212.900
Profit Before Tax	7061.200
Tax	1791.100
Provisions and contingencies	0.00
Profit After Tax	5270.100
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	5270.100

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	16.41	11.05	10.56
Net Profit Margin (PBT/Sales)	(%)	19.87	13.62	12.93
Return on Total Assets (PBT/Total Assets}	(%)	27.28	24.55	22.71
Return on Investment (ROI) (PBT/Networth)		0.38	0.20	0.20
Debt Equity Ratio (Total Debt /Networth)		0.00	0.26	0.33
Current Ratio (Current Asset/Current Liability)		2.15	0.91	1.16

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	1275.000	1281.000	2335.000
Reserves & Surplus	33157.000	40544.000	83551.000
Share Application money pending allotment	0.000	3.000	15.000
Net worth	34432.000	41828.000	85901.000
long-term borrowings	6000.000	3000.000	50.000
Short term borrowings	5266.000	8045.000	0.000
Total borrowings	11266.000	11045.000	50.000
Debt/Equity ratio	0.327	0.264	0.001

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	52430.000	60019.000	162951.000
		14.475	171.499

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	52430.000	60019.000	162951.000
Profit	5606.000	6525.000	26855.000
	10.69%	10.87%	16.48%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT

(Rs. In Millions)

Particular	31.03.2014	31.03.2013	31.03.2012
Current maturities of long-term debt	3000.000	3000.000	0.000
Total	3000.000	3000.000	0.000

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS
HIGH COURT OF BOMBAY
Bench:- Bombay
Presentation Date: 06/02/2014
Lodging No.:	NMAL/258/2014	Failing Date:-	06/02/2014	Reg. No.:-	NMA/217/2014	Reg. Date:-	15/02/2014
Lodging No.: CEXAL/290/2013
Petitioner:-	THE COMMISSIONER OF CENTER EXCISE		Respondent:-	TECH MAHINDER LIMITED
Petn.Adv:-	JITENDRA BRIJBHUSHAN MISHRA (I2937)
District:-	PUNE
Bench:-	DIVISION		Stage :	NOTICE OF MOTION FOR HEARING (ORIGINAL SIDE MATTERS)
Status:-	Pre-Admission
Next Date :	27/08/2014
Coram :	HON’BLE JUSTICE S.C. DHARMADHIKARI HON’BLE SHRI JUSTICE B.P. COLABAWALLA
Act:-	Income Tax Act, 1961

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2014	As on 31.03.2013
SHORT TERM BORROWINGS
Loans payable on demand	0.000	508.000
Export Packing Credit	0.000	4143.000
Inter Corporate Deposits from related parties	0.000	2850.000
Total	0.000	7501.000

CORPORATE INFORMATION:

Subject operates mainly into two sectors i.e. Telecom business and Enterprise Solutions business. The telecom business provides consulting-led integrated portfolio services to customers which are Telecom Equipment Manufacturers, Telecom Service Providers and IT Infrastructure Services, Business Process Outsourcing as well as Enterprise Services (BFSI, Retail and Logistics, Manufacturing, E&U, and Healthcare, Life Sciences, etc.) of Information Technology (IT) and IT-enabled services delivered through a network of multiple locations around the globe. The enterprise solutions business provides comprehensive range of IT services, including IT enabled services, application development and maintenance, consulting and enterprise business solutions, extended engineering solutions and infrastructure management services to diversified base of corporate customers in a wide range of industries including insurance, banking and financial services, manufacturing, telecommunications, transportation and engineering services. The Company’s registered office is in Mumbai, India and has over 40 subsidiaries across the globe.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

The progress of the company in the first annual report of the merged entity. The company’s traditional expertise in Telecom was broadbased by the expertise in Enterprise systems of the erstwhile Mahindra Satyam which was merged with Company in June 2013. The Company now offers a full range of IT services and industry specific solutions to help clients take advantage of opportunities. The Company has partnered with several Fortune 100 companies to deliver outstanding solutions across industries. The company offers a bouquet of services which includes Telecom Services, Consulting, Application Outsourcing, Infrastructure Outsourcing, Engineering Services, BPO, Platform Solutions and Mobile Value Added Services. With an impeccable track record of delivery and strong alliances with leading technology and product vendors, the Company serves 629 customers, including several of the Fortune 500 Companies. The company has more than 72 delivery centers and 40 sales offices.

The merger is very timely, considering the various changes taking place across the globe both in terms of the pace of economic growth and in terms of technology. From an economic perspective there are some signs of recovery but customers are faced with the challenges of managing their existing technology platforms while investing in new technology which could significantly alter their business in the future. The emerging trends like cloud based services, social media, big data and digital enterprises have gained momentum in the year gone by. The Company believe that the combination of their historical expertise in Telecom and Communications and the capabilities like Enterprise Resource Planning (ERP), Business Intelligence (BI) and analytics added through the merger shall help us create innovative solutions for customers.

In the fiscal year 2013-14 the Company’s consolidated revenues increased to Rs.188314.000 Millions from Rs.143320.000 Millions in the previous year, at a growth rate of 31.4% (compared to merged entity’s FY 2012-13 consolidated financials). The geographic split of revenue was quite balanced with 45% share of Americas, 32% share of Europe, and 23% from Rest of the World as of 31st March 2014.

The consolidated Profit before Interest, Depreciation, Tax and Exceptional Items was at Rs.42968.000 Millions, against Rs.32754.000 Millions in the previous year (compared to merged entity’s FY 2012-13 consolidated financials). Improvement in operating profits was driven by revenue growth and cost efficiencies in addition to benefits from rupee depreciation.

The consolidated Profit after Tax, amounted to Rs.30288.000 Millions as against Rs.19556.000 Millions in the previous year, a growth rate of 54.9% (compared to merged entity’s FY 2012-13 consolidated financials).

The number of customers increased from 516 in the previous year to 629 at the end of fiscal year 2013-14.

In emerging areas of Big Data, Mobility Network, Cloud, Security, BPO/BSG, Platforms and Engineering Services, Tech Mahindra is well placed in the breadth of service offerings. The company has also progressed well in building intellectual property through various Products and Services and Platforms. The Company is committed towards building a synergistic relationship with its partners to enable deliver complete and customized solutions to customers. During the year, Tech Mahindra has developed an integrated program ‘BROP’ (Building Relationships and Opportunities and Projects) program, which helps partner organizations and customers to succeed.

In summary, Tech Mahindra is well positioned in the markets it serves with a broad range of service offerings and a diversified customer base.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY OVERVIEW

Subject represents the connected world; offering innovative and customer-centric information technology services and solutions, enabling Enterprises, Associates and the Society to Rise™.

Subject a specialist provider of connected solutions to the connected world was formed in year 1986, in partnership with British Telecommunications plc (BT), is part of the US $16.5 Billion Mahindra Group. It expanded its IT portfolio in the year 2009, by acquiring the leading global business and information technology services company, Satyam Computer Services Limited (re-branded as Mahindra Satyam). In the month of March 2012, the merger between Tech Mahindra and Mahindra Satyam was announced thus making way for the creation of a Tier –1 organization in the Indian IT landscape. The Merger between Tech Mahindra Limited and Mahindra Satyam became effective from 24th June 2013 with the Merged Entity shares (brand retained as subject) getting listed on 12th July 2013. The merger helped significantly to increase the scale of operations of the Company and diversify the revenues base while strengthening the Balance sheet and cash flows. For FY 2013-14, the merged entity revenue stood at US$ 3.1 Billion (Rs.188314.000 Millions), Profit from Operations of US$ 687 Million (Rs.41837.000 Millions), Profit after Tax of US$ 498 Million (Rs.30288.000 Millions) while the net cash in merged entity was US$ 540 Million (Rs.32361.000 Millions) as of 31st March 2014. Company has 89,400+ professionals across 51 countries, helping over 629 global customers including several Fortune 500 companies.

Subject offers a full range of IT services and industry specific solutions to help clients take advantage of opportunities in spaces of Consulting, Enterprise and Telecom solutions, platforms and reusable assets which connect across a number of technologies to derive tangible business value. In its eventful journey spanning over two decades, TechM has transformed itself from being a ‘Telecom-focused’ to a ‘business-centric’ IT powerhouse. Today, TechM is ranked among the Top 5 IT service providers in India, and partners with several Fortune 100 companies to deliver outstanding solutions across industries. The company offers a bouquet of services which includes Telecom Services, Consulting, Application Outsourcing, Infrastructure Outsourcing, Engineering Services, BPO, Platform Solutions and Mobile Value Added Services. Tech Mahindra has an impeccable track record of delivery and strong alliances with leading technology and product vendors.

Subject positioning represents the new connected world, offering innovative and customercentric services and solutions integrating technology with business, thereby enabling Enterprises, Associates and the Society to Rise™. With the entire universe converging onto a mobile screen of today’s smart phones, Consumers are connected 24/7 to share their views, feedback, ideas and experiences. The Connectedness revolution is redefining the usability aspect of Internet and technology. By 2020, most people are expected to own an average of 7 connected devices. Shipments of these devices have already crossed one Billion figures. This has resulted in an evolution of a new world of possibilities with customers co-innovating, consumers sharing real-time feedback and innovative ideas, and market being driven by collaborative networking platforms. Industries are demanding more and more sophisticated technologies by the day, which would enable them to reduce costs, improve revenues, improve efficiency levels, better output, improve carbon footprints, management and control. Connectedness is spread across all industries whether it is Aerospace, Defence, Engineering, Automotive, Banking, Media and Entertainment, Governance, Telecom, Healthcare, Travel and Logistics, Retail, Energy, Pharmaceuticals, etc. Tech Mahindra provides solutions and services across verticals with a proven delivery record and expertise with its principal offices in the UK, United States, Germany, UAE, Egypt, Singapore, India, Thailand, Taiwan, Malaysia, Philippines, Canada and Australia. The Company has an extensive global foot print with 40 sales offices and 72 delivery centres in more than 51 countries around the world. It has 629 active client engagements.

INDUSTRY STRUCTURE and DEVELOPMENT

The Information Technology (IT) – Business Process Management (BPM) industry in India is now a US$ 100 Billion + industry with NASSCOM estimating FY14 volume to be around ~US$ 118 Billion. The IT-BPM industry has not only gained a Global brand identity as a knowledge economy, but also has been the highest impact sector for the Indian Economy as per the Industry body - The National Association of Software and Services Companies (NASSCOM).

· The Indian IT Industry has been contributing ~8% to the India’s national Gross Domestic Product (GDP).

· Has added approx 1,60,000 employees in FY 2014, thus emerging as largest private sector employer with over 3.1 Million direct and ~10 Million indirect employment.

· It has the largest share in the services sector in India viz around 38%

· Has been 4th largest Urban Women employer and

· The sector help’s India offset almost half (45%) of its Oil import bill

According to NASSCOM, the IT–BPM sector in India had generated revenues of US$ 109 Billion in FY 2013. Exports have dominated the IT–BPM industry, and constituted about 70% of the total industry revenue. Though the IT–BPM sector is export driven, the domestic market is also significant with a robust revenue growth. The industry’s share of total Indian exports (merchandise plus services) increased from less than 4% in FY1998 to about 25% in FY 2012.

Global IT spending recorded a growth of 4.5% in 2013. Packaged software, IT services and BPM continued to lead accounting for 55% of the total spend. Cloud based delivery models, virtualization and automation are some of the factors driving growth in the IT services segment. The adoption of SMAC technologies is expected to drive growth in all the segments.

In India, the IT and BPM sectors has accounted for ~90% of the incremental industrial growth. With its contribution to the country’s exports, foreign exchange earnings and employment generation the sector has, it is one of the most significant growth catalysts for India. As a proportion of national GDP, the sector revenues have grown over to 8.1% in FY 2014. Exports

are estimated to cross US$ 86 Billion during FY 2014, indicating a YoY growth of 13% with signs of recovery from the US and Euro zone and return of discretionary spending. IT services could record a growth of ~14% while BPM exports could record a growth of ~11.4% in FY15.

Domestic IT spends in India have been impacted upon political uncertainties, decline in manufacturing, slowdown in GDP growth, inflation, rupee volatility and lower foreign investment and is expected to grow ~10% in FY 2014. However, a rapidly growing economy, emergence of digital technologies, new business and pricing models tailored to meet specific needs of customers are driving adoption of IT in India. Technology has journeyed from hardware to enterprise software to SMAC. Going digital is the top priority to all the enterprises and India is emerging as one of the fastest growing digital economies. The Indian IT, BPM industry is transitioning to a different level through the advent of technology and extensive use of digitization. Emerging technologies are redefining the future of the IT industry. Social media, Mobility, Analytics and Cloud (SMAC) are redefining the traditional business models and offer the opportunity to shift to new digital ways of working.

India is a home for new breeds of start-up firms focused on high growth areas such as ecommerce and SMAC. These firms are creating new markets and driving innovation. These changing business models, emergence of new technologies, buyer segments and solutions for emerging markets will help India retain its position as the global sourcing leader and an emerging trustworthy innovation hub.

The year can be characterized as the year of rapid transition and transformation leading the industry to expanding into newer verticals and geographies, attracting new customers and transforming from technology partners to strategic business partners.

OUTLOOK

Growth of Indian IT-BPM industry has a high correlation with the global economic growth especially with the developed regions of United States, UK and Europe. Global activity and world trade did see some pick up in the second half of Calendar Year (CY) 2013. The growth Momentum is expected to improve further in CY 2014 largely on account of recovery of advanced economies. Global growth is now projected to be slightly higher in CY 2014, at around 3.7%, rising to 3.9% in 2015, as predicted by World Economic Forum (WEF). United States is expected to be 2.8% in 2014, up from 1.9% in 2013. The growth in CY 2014 will be carried by firm domestic demand, supported in part by a reduction in the fiscal drag due to recent corrective steps of the government. The euro area is turning the corner from recession to recovery. Growth is projected to strengthen to 1% in 2014 and 1.4% in CY 2015, but the recovery may be uneven. Activity in the United Kingdom has been buoyed by easier credit conditions and increased confidence. Growth is expected to average 2.25% in 2014-15, but economic slack may remain high. Emerging markets and developing economies are expected to grow strongly at 5.5% in 2014.

As per Industry body NASSCOM; driven by an improvement in the global economic climate and rise in the technology spend, next year is expected to be optimistic for the Indian IT-BPM industry. In FY 2015, NASSCOM expects the industry to add overall revenues of USD 13-14 Billion to existing industry revenues of USD 118 Billion. Export revenues for FY 2015 are projected to grow by 13-15% to reach USD 97-99 Billion. Domestic revenues for the same period will grow at a rate of 9-12% and is expected to reach ` 1250 - 1280 Billion during this year. Strong buyers confidence, increased volumes for global outsourcing, better Global IT spends, Disruptive technologies, digitization and entrepreneurship is expected to fuel growth for Indian IT-BPM industry in FY 2015.

Gartner, one of world’s leading information technology research and advisory company, in its recent forecast has stated that the global economy is showing signs of a gradual recovery and it expects the worldwide IT spending to total $3.8 trillion in CY 2014, a 3.2% increase from 2013 spending. The Gartner Worldwide IT Spending Forecast is the leading indicator of major technology trends across the hardware, software, IT services and telecom markets.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10460436	19/11/2013	53,267.00	KOTAK MAHINDRA BANK LIMITED	36-38A, NARIMAN BHAVAN, 227,D, NARIMAN POINT,, MUMBAI, MAHARASHTRA - 400021, INDIA	B89635106
2	10250318	03/11/2010	697,000,000.00	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMI  TED	6-3-1107 AND 1108, RAJBHAVAN ROAD, SOMAJIGUDA, HYDERABAD, ANDHRA PRADESH - 500082, INDIA	A98957442
3	10178332	14/02/2011 *	3,000,000,000.00	IDBI BANK LIMITED	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B06377931
4	10151465	11/04/2009	2,000,000,000.00	BNP PARIBAS	VENKAT PLAZA,, 6-3-883/5, PUNJAGUTTA, HYDERABAD,  ANDHRA PRADESH - 500082, INDIA	A59813956
5	10144984	24/05/2010 *	800,000,000.00	CITIBANK	QUEEN'S PLAZA, S.P. ROAD, SECUNDERABAD, ANDHRA PRADESH - 500003, INDIA	A89785554
6	10141335	18/05/2009 *	28,000,000.00	BANK OF BARODA	6-1-84, SECRETARIAT ROAD, KHAIRATABAD, HYDERABAD,  ANDHRA PRADESH - 500004, INDIA	A62187539
7	10036409	25/02/2011 *	6,500,000,000.00	IDBI BANK LIMITED	DNYANESHWAR PADUKA CHOWK, F.C.ROAD, SHIVAJI NAGAR, PUNE, MAHARASHTRA - 411004, INDIA	B07344930
8	90148013	22/08/2002 *	45,000,000.00	BANK OF PUNJAB LIMITED	NARIMAN POINT BRANCH, MITTAL COURT; 'B' WING; NAR  IMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
9	90121391	10/09/2001 *	30,000,000.00	GLOBAL TRUST BANK LTD	OXFORD PLAZA, S.D.ROAD, SECUNDERABAD, ANDHRA PRADESH - 500003, INDIA	-
10	90122681	05/03/1999 *	70,000,000.00	CITI BANK N.A.	SHAKTI TOWER, V FLOOR; 766 ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA	-
11	90121137	27/10/1997	220,000,000.00	BANK OF BARODA	BIONPALLY BRANCH, MANOVIKAS NAGAR, SECUNDERABAD,  ANDHRA PRADESH - 500009, INDIA	-
12	90119767	28/07/1997 *	66,500,000.00	BANK OF BARODA	BIONPALLY BRANCH, MANOVIKAS NAGAR, SECUNDERABAD,  ANDHRA PRADESH - 500009, INDIA	-
13	90120679	11/02/1994	21,500,000.00	BANK OF BARODA	BIONPALLY BRANCH, SECUNDERABAD, ANDHRA PRADESH - 500009, INDIA	-
14	90119709	09/02/1989	1,700,000.00	ANDHRA PRADESH INDUSTRIAL DEVELOPMENT CORP. LIMITED	5-9-58/B P.B. NO. 1049, BASHEERABAGH, HYDERABAD,  ANDHRA PRADESH, INDIA	-

* Date of charge modification

FIXED ASSETS

· Vehicle

· Freehold Land

· Leasehold Land

· Leasehold Improvements

· Office Building / Premises

· Computers

· Plant and Machinery

· Furniture and Fixture

· Intellectual Property rights

STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2014

(Rs. In Millions)

Particular	Quarter ended
	30.06.2014
1 Income from Operations	45124.100
2 Expenses
a) Employee benefits expense	16944.400
b) Travelling Expenses	1518.800
c) Services rendered by Business Associates & Others	14740.100
d) Depreciation and amortisation expense	1212.900
e) Other expenses	4398.700
Total Expenses	38814.900
3 Profit from operations before other income and finance costs (1-2)	6309.200
4 Other Income
Miscellaneous income	715.200
Exchange gain / (loss)	66.000
Total	781.200
5 Profit before finance costs (3+4)	7090.400
6 Finance costs
Interest Cost on Borrowing	29.200
Currency Translation Loss / (Gain) on Foreign Currency Loan	0.000
Total	29.200
7 Profit after finance costs but before exceptional item and tax (5-6)	7061.200
8 Exceptional item - Income	0.000
9 Profit before tax (7+8)	7061.200
10 Tax expense	0.000
a) Current Tax & Deferred Tax	1791.100
b) Earlier years excess provision written back	0.000
11 Net Profit for the period (9-10)	5270.100
12 Paid-up Equity Share Capital (Face Value of Share Rs. 10)	2343.900
13 Loan Funds - Listed Debentures	0.000
14 Reserves excluding revaluation reserve	0.000
15 Debenture Redemption Reserve	0.000
16 Earnings Per Equity Share (Rs) (Before exceptional item) (not annualised)
- Basic	22.55
- Diluted	21.85
17 Earnings Per Equity Share (Rs) (After exceptional item) (not annualised)
- Basic	22.55
- Diluted	21.85
18 Ratios
- Debt Equity Ratio	--
- Debt Service Coverage Ratio (DSCR)	--
- Interest Service Coverage Ratio (ISCR)	--

Note: Suggested definition for Coverage Ratios:

ISCR = Earnings before Interest and Tax / Interest Expense.

DSCR = Earnings before Interest and Tax/ (Interest + Principal Repayment)

SR. NO.	Particulars	Quarter ended
		30.06.2014
A	PARTICULARS OF SHAREHOLDING
1	Public Share Holding
	- Number of Shares	149651436
	- Percentage of Shareholding	63.85%
2	Promoters and Promoter Group Shareholding a) Pledaed / Encumbered
	-Number of Shares	--
	- Percentage of Shareholding (as a % of the total shareholding of promoter and promoter group)	--
	- Percentage of Shares (as a % of total share capital of the Company)	--
	b) Non - Encumbered
	- Number of Shares	84736978
	- Percentage of Shares (as a % of total shareholding of promoter and promoters group)	100.00%
	- Percentage of Shares (as a % of total share capital of the Company)	36.15%
B	Investors Complaints
	Pending at the beginning of the quarter	0
	Received during the quarter	26
	Disposed of during the quarter	26
	Remaining unresolved at the end of the quarter	0

Note:

1. The quarterly results have been reviewed by the Audit Committee and taken on by the Board of Directors in its meeting held on July 31, 2014.

2. Scheme of Amalgamation and Arrangement:

Pursuant to the Scheme of Amalgamation and Arrangement (the "Scheme") sanctioned by the Honorable High Court of Andhra Pradesh vide its order dated June 11, 2013 and the Honorable High Court of Judicature at Bombay vide its order dated September 28, 2012, Venturbay Consultants Private Limited ("Venturbay"), CanvasM Technologies Limited ("CanvasM") and Mahindra Logisoft Business Solutions Limited ("Logisoft"), the wholly owned subsidiaries of the Company, and Satyam Computer Services Limited ("Satyam") an associate of the Company (through Venturbay) and C&S System Technologies Private Limited (C&S) a wholly owned subsidiary of erstwhile Satyam, merged with the Company with effect from April 01, 2011 (the "appointed date"). The Scheme came into effect on June 24, 2013, the day on which both the orders were delivered to the Registrar of the Companies, and pursuant thereto the entire business and all the assets and liabilities, duties and obligations of Satyam, Venturbay, CanvasM, Logisoft and C&S have been transferred to and vested in the Company with effect from April 01, 2011.

In accordance with the Scheme, the investments held in the respective subsidiaries and associate have been cancelled and the Company on July 06, 2013 has issued 2 equity shares of Rs. 10 each fully paid up in respect of every 17 equity shares of Rs. 2 each in the equity share capital of Satyam, aggregating 103485396 equity shares.

The Company transferred, out of its total holding in Satyam as on April 01, 2011, 2040 Lakhs equity shares to a Trust, to hold the shares and any additions or accretions thereto exclusively for the benefit of the Company. The balance shares held by the Company in Satyam have been cancelled.

As the other amalgamating companies i.e. Venturbay, Logisoft, CanvasM and C&S were wholly owned subsidiaries of the Company / Satyam, as applicable, no equity shares were exchanged to effect the amalgamation in respect thereof.

These amalgamations with the Company are non-cash transactions.

Pursuant to the Scheme, the title deeds for the immovable properties pertaining to the amalgamating Companies are pending conveyance in the name of the Company. Further, the Company has initiated the name change formalities to transfer the title In respect of the other properties, contracts etc.

2.1 Appeals against the order sanctioning the Scheme

Appeals against the order by the single judge of the Honorable High Court of Andhra Pradesh approving the Scheme of merger have been filed by 37 companies before the Division Bench of the Honorable High Court of Andhra Pradesh. No interim orders have been passed and the appeals are pending hearing.

One of the said company has also appealed against the order of the single judge rejecting the Petition for winding up of erstwhile Satyam. The matter has been combined with the above appeals for hearing.

3. Matters pertaining to erstwhile Satyam Computer Services Limited (erstwhile Satyam):

3.1 Investigation by authorities in India

In the letter of January 7, 2009 ( the "letter") of Mr. B. Ramalinga Raju, the then Chairman of erstwhile Satyam, admitted that the Balance Sheet of erstwhile Satyam as at September 30, 2008 carried an inflated cash and bank balances, non-existent accrued interest, an understated liability and an overstated debtors position.

Consequently, various regulators/ investigating agencies such as the Central Bureau of Investigation (CBI), Serious Fraud Investigation Office (SFIO) / Registrar of Companies (ROC), Directorate of Enforcement (ED), etc., had initiated their investigation on various matters which are yet to be concluded.

On May 22, 2013, the ED has issued a show-cause notice to erstwhile Satyam for contravention of provisions of the Foreign Exchange Management Act, 1999 (FEMA) for alleged non-repatriation of ADS proceeds aggregating USD 39.2 Million. The Company has responded to the show-cause notice.

Certain agencies viz., SFIO and ED, pursuant to the matters stated above, had conducted inspections and issued notices calling for information from certain subsidiaries which have been responded/in the process of being responded to. In furtherance to the Investigation of erstwhile Satyam, certain Regulatory Agencies In India sought assistance from Overseas Regulators and accordingly, sought Information from certain overseas subsidiaries.

As per the assessment of the Management, based on the forensic investigation and the information available up to this stage, all identified/required adjustments/disclosures arising from the identified financial irregularities, had been made in the financial statements of erstwhile Satyam as at March 31, 2009.

Considerable time has elapsed after the initiation of investigation by various agencies and erstwhile Satyam had not received any further information as a result of the various ongoing investigations against erstwhile Satyam which required adjustments to the financial statements.

Further, in the opinion of the management, no new claims have been made when the Andhra Pradesh High Court considered and approved the merger which need any further evaluation/adjustment/disclosure in the books, and all existing claims have been appropriately dealt with/recorded/disclosed in the books based on their current status.

Considering the above, notwithstanding the pendency of the various investigations/ proceedings, the Management is of the view that the above investigations/proceedings would not result in any additional material provisions/ write-offs/adjustments (other than those already provided for, written-off or disclosed) in the financial statements of the Company.

3.2 Forensic investigation and nature of financial irregularities

Consequent to the aforesaid letter, the Government nominated Board of Directors of erstwhile Satyam appointed an independent counsel ("Counsel") to conduct an investigation of the financial irregularities. The Counsel appointed forensic accountants to assist in the investigation (referred to as "forensic investigation") and preparation of the financial state ments of erstwhile Satyam.

The forensic investigation conducted by the forensic accountants investigated accounting to identify the extent of financial irregularities and mainly focused on the period from April 01, 2002 to September 30, 2008, being the last date up to which erstwhile Satyam published its financial results prior to the date of the letter. In certain instances, the forensic accountants conducted investigation procedures outside this period.

The forensic investigation had originally indicated possible diversion aggregating USD 41 Million from the proceeds of the American Depositary Shares (ADS) relating to erstwhile Satyam. The amount was revised to USD 19 Million based on the further details of utilisation of ADS proceeds obtained by erstwhile Satyam.

The overall impact of the fictitious entries and unrecorded transactions arising out of the forensic investigation, to the extent determined was accounted in the financial statements for the financial year ended March 31, 2009 of erstwhile Satyam.

Based on the forensic investigation, an aggregate amount of Rs. 11393.200 Millions (net debit) was identified in the financial statements of erstwhile Satyam as at March 31, 2009 under “Unexplained differences suspense account (net)” comprising of flctitious assets and unrecorded loans or where complete information is not avaible. On grounds of prudence, these amounts had been provided for by erstwhile Satyam in the financial year ended March 31, 2009 and since there is no further information available with the Management even after the lapse of more four years, the said amount has been completely written of in the books of account of the Company during the year ended March 31, 2014.

The forensic investigation was unable to identify the nature of certain alleged transactions aggregating Rs. 123040 lakhs (net receipt) against which erstwhile Satyam had received legal notices from 37 companies claiming repayment of this amount which was allegedly given as temporary advances. Refer Note 3.3 below.

3.3 Alleged advances

Consequent to the letter of the erstwhile Chairman, on January 08, 2009, the erstwhile Satyam received letters from thirty seven companies requesting confirmation by way of acknowledgement for receipt of certain alleged amounts referred to as "alleged advances". These letters were followed by legal notices from these companies dated August 4/5, 2009, claiming repayment of Rs. 123040 Lakhs allegedly given as temporary advances. The legal notices also claim damages/ compensation @18% per annum from date of advance till date of repayment. The erstwhile Satyam has not acknowledged any liability to any of the thirty seven companies and has replied to the legal notices stating that the claims are legally untenable.

The thirty seven companies had filed petitions / suits for recovery against the erstwhile Satyam before the City Civil Court, Secunderabad ("Court"), with a prayer that these companies be declared as indigent persons for seeking exemption from payment of requisite court fees.

One petition where court fees have been paid and the pauper petition converted into a suit which is pending disposal and petitions filed by remaining 36 companies are before the Court, at various stages of rejection of pauperism/ trial of pauperism/ inquiry in condone delay applications.

The remaining petitions are at a preliminary stage before the Court, for considering condonation of delay in re-submission of pauper petitions. In one petition, the delay had been condoned by the Court and the Company has obtained an interim stay order from the Honorable High Court of Andhra Pradesh.

The erstwhile Satyam had received legal notices from nearly all of the above companies, calling for payment of the amounts allegedly advanced by them (including interest and damages), failing which they would be constrained to file a petition for winding up the affairs of Satyam. In pursuance thereof, one of the aforesaid companies filed a winding up petition that was dismissed by the High Court. Against the said order of dismissal, the aforementioned company has filed an appeal before the Division Bench of High Court of Andhra Pradesh which is pending hearing.

Furthermore, even in connection with the merger proceedings, the erstwhile Satyam had received letters from the aforesaid companies claiming themselves to be "creditors". They had pleaded inter-alia before the High Court (hearing the merger petition of the erstwhile Satyam with the Company) that the mandatory provisions governing the scheme under the Companies Act, 1956 have not been complied with in so far as convening a meeting of the creditors is concerned. They contended that without convening a meeting of the creditors and hearing their objections, the merger scheme could not be proceeded with.

To address these and other related objections, the High Court directed the Official Liquidator, with the assistance of a firm of Chartered Accountants ("the firm"), to scrutinise the books of the erstwhile Satyam and submit a report on the allegations aforesaid including the accounting system adopted by it with respect to the alleged advances. The firm, in their report, inter-alia, stated that the erstwhile Satyam under its new management, was justified in not treating these amounts as creditors and in classifying these alleged a dvances as "Amounts pending investigation suspense account (net)".

The High Court after considering the report of the firm and other contentions of the erstwhile Satyam, held interalia, in its order approving the merger of the erstwhile Satyam with the Company, that the contention of the 37 companies that Satyam is retaining the money of the "creditors" and not paying them does not appear to be valid and further held that any right of the objecting creditors can be considered only if the genuineness of the debt is proved beyond doubt which is not so in this case.

The High Court in its order, further held that in the absence of Board resolutions and documents evidencing acceptance of unsecured loans by the former management of the erstwhile Satyam, the new management of the erstwhile Satyam is justified in not crediting the amounts received in their names and not showing them as creditors and further reflecting such amounts as Amounts pending investigation suspense account (net).

he Directorate of Enforcement (ED) is investigating the matter under the Prevention of Money Laundering Act, 2002 ('PMLA') and directed the erstwhile Satyam to furnish details with regard to the alleged advances and has also directed it not to return the alleged advances until further instructions from the ED. In furtherance to the investigation by the ED, the erstwhile Satyam was served with a provisional attachment order dated October 18, 2012 issued by the Joint Director, Directorate of Enforcement, Hyderabad under Section 5(1) of the PMLA ("the order") attaching certain Fixed Deposit accounts of the Company aggregating Rs. 82200 Lakhs for a period of 150 days. This attachment was inmated consequent to the charge sheets filed by the CBI against the erstwhile promoters of erstwhile Satyam and others and investigation conducted by the ED under the PMLA. As stated In the Otder, the investigations of the ED reveaied that Rs. 82200 Lakhs constitutes "proceeds of crime" as defined in the PMLA. The erstwhile Satyam had challenged the Order in the Honorable High Court of Andhra Pradesh ("the Writ"). The Honorable High Court of Andhra Pradesh ("the High Court") has, pending further orders, granted stay of the said Order and all proceedings pursuant thereto vide its interim order dated December 11, 2012. The ED has challenged the interim order before the Division Bench of the Honorable High Court of Andhra Pradesh which is ponding disposal. The ED has filed a petition before the Honorable High Court of Andhra Pradesh on June 03, 2013 to direct the banks with whom the aforementioned fixed deposits are held, not to allow the erstwhile Satyam to redeem/pre-close the Fixed Deposits pending disposal of the Writ. The potition is pending hearing.

The company received summons dated February 26, 2014 from "Honorable XXI Additional Chief Metropolitan Magistrate, Hyderabad cum Special Sessions Court” in connection with Enforcement Directorate filing a complaint under the Prevention of Money Laundering Act, 2002 against the Company along with 212 Accused persons. In the complaint, ED has alleged that the Company had been involved in the offence of money laundering by possessing the proceeds of crime and projecting them as untainted. The Company strongly believes that the said prosecution against the Company is legally untenable. The Company has challenged the above complaint before the Honorable High Court of Hyderabad and also sought for interim stay of all the proceedings before the above court which is pending.

In view of the aforesaid developments and also based on legal opinion, the erstwhile Satyam's management's view, which is also the Company’s Management’s view, that the claim regarding the repayment of "alleged advances" (including interest thereon) of the 37 companies are not legally tenable has been reinforced. Accordingly, in the opinion of the Company’s Management, even in the unlikely event that the principal amount of the claims of the 37 companies are held to be tenable and the Company is required to repay these amounts, such an eventuality will not have an adverse bearing on either the Company's profits or its reserves in that period, since the Company has been legally advised that no damages/compensation/interest would be payable even in such an unlikely event.

However, notwithstanding the above, pending the final outcome of the recovery suit filed by the 37 companies in the City Civil Court and the ED matter under the PMLA pending before the High Court, the Company, as a matter of prudence, at this point of time, is continuing to classify the amounts of the alleged advances as "Amounts pending investigation suspense Account (net)", and the same would be appropriately dealt with/reclassified when the final outcome becomes clearer.

3.4. Provision for taxation

Erstwhile Satyam was carrying a total amount of Rs. 4989.200 Millions (net of taxes paid) as at March 31, 2013 (before giving effect to its amalgamation with the Company) towards provision for taxation, including for the prior years for which the assessments are under dispute.

Subsequent to the amalgamation, duly considering the professional advice obtained in the matter, the Management has re-evaluated the effects of the possible outcomes of the tax matters in dispute relating to erstwhile Satyam and the estimated excess tax provision amounting to Rs. 226600.000 Millions determined based on such evaluation in respect of the prior years has been written back during the previous year ended March 31, 2014. In the opinion of the Management the balance provision for taxation carried in the books with respect to the prior year disputes relating to erstwhile Satyam is adequate.

4. Exceptional item

The exceptional item (income) amounting to Rs. 1200.000 Millions represents write back during the previous year ended March 31, 2014 of the excess provision for contingencies provided in an earlier year by erstwhile Satyam, based on a re-evaluation of the same by the Management.

5. The Board of Directors of the Company in their meeting held on November 29, 2013 have approved the scheme of amalgamation and arrangement (the “Scheme”) which provides for the amalgamation of Mahindra Engineering Services Limited (MESL), under sections 391 to 394 read with sections 78, 100 to 104 and other applicable provisions of the Companies Act, 1956.mThe Scheme also provides for the consequent reorganization of the securities premium of the Company. The Appointed date of the Scheme is April 01, 2013.

The Board of Directors of the Company have recommended to issue 5 fully paid up Equity Shares of Rs. 10 each of the Company for every 12 fully paid Equity Shares of Rs. 2 each of MESL.

The Company has received approval from Competition Commission of India (CCI) on January 10, 2014. Approvals from Bombay Stock Exchange and the National Stock Exchange are received on March 07, 2014.

In the Court Convened Meeting of the shareholders of the Company convened pursuant to the Order of the Honorable High Court of Judicature at Bombay hold on June 20, 2014 the shareholders have approved the Scheme in accordance with the provisions of Sections 391 and 394 read with Sections 78, 100 to 104 and other applicable provisions of the Companies Act, 1956.

The merger would be effective only once the order is received from Honorable High Court of Bombay and is filed with the Registrar of Companies (‘ROC’).

6. During the quarter ended June 30, 2014 the company has acquired 75% stake in FixStream Networks Inc. for USD 10 Million (Rs. 604.000 Millions).

7. During tho quarter ended June 30, 2014, the Company has acquired 100% stake in Tech Mahindra IPR Inc. from Tech Mahindra (Americas) Inc. (100 % subsidiary of the Company) w.e.f. June 26, 2014 for consideration of USD 0.10 Million (Rs. 6.000 Millions).

8. Current tax for the previous year ended March 31, 2014 includes provision of Rs. 239.800 Millions of earlier years written back, no longer required as the Company has received the refund on finatisation of assessment.

9. Figures of the quarter ended March 31, 2014 are the balancing figures between audited figures in respect of the full financial year and published year to date figures up to the third quarter of the relevant financial year.

10. Previous period figures have been regrouped/rearranged wherever necessary.

11. The qualification In the Auditors' Report for the quarter ended June 30, 2014 and Management response thereon;

The Auditor has qualified their report on the following ground;

With respect to the matters described in Note 3.3 above, in the absence of complete / required information, and since the matter is sub-judice, their inability to comment on the accounting treatment/adjustments/disclosures relating to the aforesaid alleged advances amounting to Rs. 12304.000 Millions (net) and the related claims for damages/compensation/interest, which may become necessary as a result of the ongoing legal proceedings and the consequential Impact, If any, on these financial results. However, in the eventuality of any payment upto Rs. 12304.000 Millions, against the claims for the principal amounts of the alleged advances, there will be no impact on the profits/losses or reserve of the Company.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.61.05
UK Pound	1	Rs.101.83
Euro	1	Rs.81.55

INFORMATION DETAILS

Information Gathered by :	JML
Analysis Done by :	KAR
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	9
OPERATING SCALE	1~10	10
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	10
--PROFITABILIRY	1~10	9
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	10
--RESERVES	1~10	10
--CREDIT LINES	1~10	10
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		86

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.