MIRA INFORM REPORT

Report Date :

15.02.2014

IDENTIFICATION DETAILS

Name :	TECH MAHINDRA LIMITED
Registered Office :	Gateway Building, Apollo Bunder, Mumbai – 400 001, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	24.10.1986
Com. Reg. No.:	11-041370
Capital Investment / Paid-up Capital :	Rs.1281.000 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 Share are Listed on the Stock Exchange.
Line of Business :	Services Provider of Computer Software, Telecom IT Solution.
No. of Employees :	25000 (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

Maximum Credit Limit :	USD 160000000
Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a joint venture between Mahindra and Mahindra Limited and British Telecommunication Plc. It is a well-established and reputed company having excellent track record. The rating reflects strong financial risk profile supported by company’s comfortable liquidity and decent capital structure. 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 at 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

The worst is over for India’s economy with gross domestic product likely to expand 5 %to 5.5 % this year and more than 6 % in 2015, according to Moody’s Analytics. Concerns over the rupee and current account deficit are under control, said the agency. Ratings firm Crisil has forecast 6 % growth for 2014/15 up from the estimated 4.8 % for 2013/14.  Total economic growth, infrastructure bottlenecks and lack of transparency and consistency in foreign direct investment policies seem to have taken a toll on India’s attractiveness as an investment destination, says an Ernst & Young survey.  Projects with FDI component fell 16.4 % across the globe in 2012 from the previous year.  The drop in India was steeper at 21 %. State run carrier Air India is doling out free tickets to its 24000 employees, even as it expects to incur a loss of Rs 39000 mn this financial year and has a debt of Rs 350000 mn. 550000 number of jobs generated across India in 2013, a fall of 0.4 % as compared to with a year earlier. The National  Capital Region has a one-fourth share in total jobs created, according to a study by industry lobby group Assochem, Banks, real estate, automobile and telecommunications sectors are showing a rise of job creation. $ 805 mn investments by venture capital firms in India during 2013, registering a drop of about 18 % over the previous year. The Information Technology and IT-Enabled  Services Industry retained its status as the favourable venture capital investors in 2013. Pakistan has temporarily banned gold imports for the second time in six months, as it tries to stem smuggling into India. India’s import duty on gold is 10 % and curbs on purchases have dried up legal imports into what used to be the world’s biggest bullion buyers. The World Gold Council puts the amount smuggled into India at upto 200 tonnes in 2013. The Reserve Bank of India has proposed that unclaimed bank deposits estimated to be about Rs 35000 mn be used for education and awareness among depositors.  According to the plan, deposits that have not been claimed for at least 10 years will be transferred to the scheme.

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	15.10.2013

Rating Agency Name	CARE
Rating	Short Term Bank Facilities = A1+
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	15.10.2013

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 31-03-2012.

INFORMATION DENIED

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 ffice:	Located at : Pune Mumbai Bangalore Chennai Hyderabad Visakhapatnam Kolkata Noida · Gandhi-Nagar · Ahmedabad · Bhubaneswar
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 31.03.2013

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 :	Hon. Akash Paul
Designation :	Director
Name :	Mr. Anupam Puri
Designation :	Director
Name :	Mr. B. H. Wani
Designation :	Director
Name :	Mr. Bharat N. Doshi
Designation :	Director
Name :	Mr. M. Damodaran
Designation :	Director
Name :	Mr. Paul Zuckerman
Designation :	Director
Name :	Dr. Raj Reddy
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. M. Damodaran, Chairman · Mr. Anupam Puri · Mr. Paul Zuckerman · Mr. T. N. Manoharan · Mr. Ulhas N. Yargop
Compensation & Nominations Committee	· Mr. Ravindra Kulkarni, Chairman · Mr. Anupam Puri · Mr. Paul Zuckerman · Mr. Ulhas N. Yargop
Investor Grievances-cum-Share Transfer Committee	· Mr. Ravindra Kulkarni, Chairman · Mr. Ulhas N. Yargop · Mr. Vineet Nayyar
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 31.12.2013

Particulars	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	60676252	26.02
Any Others (Specify)	24000000	10.29
Trusts	24000000	10.29
Sub Total	84676252	36.32
(2) Foreign
Bodies Corporate	60726	0.03
Sub Total	60726	0.03
Total shareholding of Promoter and Promoter Group (A)	84736978	36.34
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	9142283	3.92
Financial Institutions / Banks	107341	0.05
Central Government / State Government(s)	409338	0.18
Insurance Companies	11507785	4.94
Foreign Institutional Investors	94248129	40.42
Sub Total	115414876	49.50
(2) Non-Institutions
Bodies Corporate	3016723	1.29
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	22858626	9.80
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	3642363	1.56
Any Others (Specify)	3482594	1.49
Clearing Members	261495	0.11
Non Resident Indians	2304704	0.99
Trusts	625526	0.27
Foreign Nationals	290282	0.12
Overseas Corporate Bodies	587	0.00
Sub Total	33000306	14.15
Total Public shareholding (B)	148415182	63.66
Total (A)+(B)	233152160	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)	233152160	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	26.02
2	TML Benefit Trust(Through Mr. Ulhasnarayan Yargop, Trustee)	2,40,00,000	10.29
3	Mahindra-Bt Investment Company (Mauritius)	60,726	0.03
	Total	8,47,36,978	36.34

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	6787094	2.91
2	HSBC Global Investment Funds A/C HSBC Gif Mauritius Limited	3504415	1.50
3	Government of Singapore	2358914	1.01
4	Government Pension Fund Global	2436731	1.05
5	Skagen Kon-Tiki Verdipapirfond	2529440	1.08
6	ABU Dhabi Investment Funds A/c HSBC GIF Mauritius Limited	3829220	1.64
7	City of Newyork Group Trust	3460274	1.48
8	National Westminster Bank Plc as Depository of First State Global Emerging Markets Leaders Fund a Sub Fund	2677163	1.15
9	Copthall Mauritius Investment Limited	2355684	1.01
	Total	29938935	12.84

BUSINESS DETAILS

Line of Business :

Services Provider of Computer Software, Telecom IT Solution.

GENERAL INFORMATION

No. of Employees :

25000 (Approximately)

Bankers :

· Bank of Baroda

· BNP Paribas

· Citibank

· HDFC Bank Limited

· HSBC Bank Limited

· ICICI Bank Limited

· IDBI Bank

· Kotak Mahindra Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
LONG TERM BORROWINGS
Secured Debentures
10.25% (previous year: 10.25%) Privately placed Non-Convertible Debentures (Due for redemption on 17th April 2014, at par)	3000.000	3000.000
10.25% (previous year: 10.25%) Privately placed Non-Convertible Debentures (Due for redemption on 17th April 2013, at par)	0.000	3000.000
SHORT TERM BORROWINGS
Cash credit *	544.000	106.000
Total	3544.000	6106.000
(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.) *Cash credit is secured by charge over current assets, present and future, including receivables.

Banking Relations :	---
Auditors :
Name :	Deloitte, Haskins and Sells Chartered Accountants
Address :	Mumbai, Maharashtra, India
Promoter/Enterprise having significant Influence :	· Mahindra and Mahindra Limited · Mahindra BT Investment Company (Mauritius) Limited
Promoter :	British Telecommunications Plc.
Subsidiary Company :	Tech Mahindra (Americas) Inc. and its following 100 % subsidiaries · Tech Talenta, Inc. · Tech Mahindra GmbH · Tech Mahindra (Singapore) Pte. Limited · Tech Mahindra (Thailand) Limited · PT Tech Mahindra Indonesia · CanvasM Technologies Limited · CanvasM (Americas) Inc. · Tech Mahindra (Malaysia) Sdn. Bhd · Tech Mahindra (Beijing) IT Services Limited · Venturbay Consultants Private Limited · Tech Mahindra Foundation · Mahindra Logisoft Business Solutions Limited · Tech Mahindra (Nigeria) Limited · Tech Mahindra (Bahrain) Limited. S.P.C. · Tech Mahindra Brasil Servicecos De Informatica Limited · Hutchison Global Services Limited Comviva Technologies Limited and its following 100 % subsidiaries: · Comviva Technologies Inc., · Comviva Technologies Nigeria Limited · Comviva Technologies Singapore Pte. Limited · Comviva Technologies FZ-LLC · Tech Mahindra South Africa (Pty) Limited
Associate Company :	· Satyam Computer Services Limited · Satyam BPO Limited · Satyam Computer Services (Shanghai) Company Limited · New vC Services Private Limited · vCustomer Philippines, Inc

CAPITAL STRUCTURE

As on: 26.09.2013

Authorised Capital : Rs.1750.000 Millions

Issued, Subscribed & Paid-up Capital : Rs. 1287.705 Millions

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
175000000	Equity Shares	Rs.10/- each	Rs.1750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
128119023	Equity Shares	Rs.10/- each	Rs.1281.000 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, 2013
	Equity Shares
	Number	Rs. In Millions
Shares outstanding at the beginning of the year	127,486,541	1274.865
Shares Issued during the year	632,482	6.325
Shares outstanding at the end of the year	128,119,023	1281.190

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, 2013
	No. of Shares held	% of Holding
Mahindra and Mahindra Limited	60,676,252	47.36
British Telecommunications PLC	-	-
Life Insurance Corporation of India	13,276,058	10.36

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 21, 2013 proposed a final dividend of Rs.5 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	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	1281.000	1275.000	1260.000
(b) Reserves & Surplus	40544.000	33157.000	32580.000
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	3.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	41828.000	34432.000	33840.000
(3) Non-Current Liabilities
(a) long-term borrowings	3000.000	6000.000	6400.000
(b) Deferred tax liabilities (Net)	2270.000	4309.000	3931.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	1692.000	1706.000	1338.000
Total Non-current Liabilities (3)	6962.000	12015.000	11669.000
(4) Current Liabilities
(a) Short term borrowings	8045.000	5266.000	5427.000
(b) Trade payables	5644.000	4684.000	3034.000
(c) Other current liabilities	8046.000	5831.000	5324.000
(d) Short-term provisions	2060.000	1388.000	1510.000
Total Current Liabilities (4)	23795.000	17169.000	15295.000
TOTAL	72585.000	63616.000	60804.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	7133.000	6463.000	5970.000
(ii) Intangible Assets	68.000	63.000	30.000
(iii) Capital work-in-progress	284.000	1627.000	608.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	38075.000	31332.000	31149.000
(c) Deferred tax assets (net)	944.000	820.000	532.000
(d) Long-term Loan and Advances	4496.000	3341.000	4103.000
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	51000.000	43646.000	42392.000
(2) Current assets
(a) Current investments	0.000	1203.000	0.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	13725.000	12431.000	6.000
(d) Cash and cash equivalents	2711.000	1389.000	9643.000
(e) Short-term loans and advances	3310.000	2747.000	1938.000
(f) Other current assets	1839.000	2200.000	6825.000
Total Current Assets	21585.000	19970.000	18412.000
TOTAL	72585.000	63616.000	60804.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	60019.000	52430.000	49655.000
		Other Income	(952.000)	677.000	1266.000
		TOTAL (A)	59067.000	53107.000	50921.000
Less	EXPENSES
		Employee Benefit Expenses	25138.000	22625.000	19438.000
		Subcontracting Expenses	15524.000	11528.000	20927.000
		Operating and Other Expenses	7573.000	8968.000	0.000
		Exceptional Items	0.000	679.000	0.000
		TOTAL (B)	48235.000	43800.000	40365.000
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		10832.000	8307.000	10556.000
Less	FINANCIAL EXPENSES (D)		1090.000	1025.000	1113.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		9742.000	7282.000	9443.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1570.000	1505.000	1383.000
	PROFIT BEFORE TAX (E-F) (G)		8172.000	5777.000	8060.000
Less	TAX (H)		1647.000	1171.000	1093.000
	PROFIT AFTER TAX (G-H) (I)		6525.000	4606.000	6967.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		24068.000	22412.000	17740.000
Less	APPROPRIATIONS
		Transfer to Debenture Redemption Reserve	1348.000	1353.000	702.000
		Final Dividend	0.000	4.000	6.000
		Proposed Dividend	641.000	510.000	504.000
		Tax on Dividend	109.000	83.000	83.000
		Transfer to General Reserve	1000.000	1000.000	1000.000
	BALANCE CARRIED TO THE B/S		27495.000	24068.000	22412.000
	EARNINGS IN FOREIGN CURRENCY
		Income from Services	55497	47028	41657.000
		Other Income	3.000	0.000	0.000
		Contract Settlement Fees received	0.000	0.000	377.000
		Rent Received	2.000	41.000	51.000
		Interest Received	7.000	5.000	2.000
	TOTAL EARNINGS		55509.000	47074.000	42087.000
	IMPORTS
		Components and spare parts	8.000	9.000	14.000
		Capital Goods	293.000	637.000	736.000
	TOTAL IMPORTS		301.000	646.000	750.000
	Earnings Per Share (Rs.)
	Basic		51.10	36.27	55.81
	Diluted		49.99	34.86	53.36

QUARTERLY RESULTS

PARTICULARS	30.06.2013
Type	1^st Quarter
Net Sales	35528.800
Total Expenditure	28052.700
PBIDT (Excl OI)	7476.100
Other Income	1612.900
Operating Profit	9089.000
Interest	171.500
Exceptional Items	0.000
PBDT	8917.500
Depreciation	1017.200
Profit Before Tax	7900.300
Tax	191.600
Provisions and contingencies	0.000
Profit After Tax	5988.700
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	5988.700

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	11.05	8.67	13.68
Net Profit Margin (PBT/Sales)	(%)	13.62	11.02	16.23
Return on Total Assets (PBT/Total Assets}	(%)	24.55	19.36	28.27
Return on Investment (ROI) (PBT/Networth)		0.20	0.17	0.24
Debt Equity Ratio (Total Debt /Networth)		0.26	0.33	0.35
Current Ratio (Current Asset/Current Liability)		0.91	1.16	1.20

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	1,260.000	1,275.000	1,281.000
Reserves & Surplus	32,580.000	33,157.000	40,544.000
Net worth	33,840.000	34,432.000	41,825.000
long-term borrowings	6,400.000	6,000.000	3,000.000
Short term borrowings	5,427.000	5,266.000	8,045.000
Total borrowings	11,827.000	11,266.000	11,045.000
Debt/Equity ratio	0.349	0.327	0.264

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	49,655.000	52,430.000	60,019.000
		5.589	14.475

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	49,655.000	52,430.000	600,019.000
Profit	6,967.000	4,606.000	6,525.000
	14.03%	8.79%	1.09%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT

(Rs. In Millions)

Particular	31.03.2013	31.03.2012	31.03.2011
Current maturities of long-term debt	3000.000	0.000	400.000
Total	3000.000	0.000	400.000

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
Lodging No.:	NMAL/259/2014	Failing Date:-	06/02/2014	Reg. No.:-	NMA/165/2014	Reg. Date:-	06/02/2014
Lodging No.: CEXAL/288/2013
Petitioner:-	THE COMMISSIONER OF CENTER EXCISE		Respondent:-	TECH MAHINDER LIMITED
Petn.Adv:-	JITENDRA BRIJBHUSHAN MISHRA (I2937)
District:-	PUNE
Bench:-	DIVISION		Category:-	NOTICE OF MOTION (TAX)
Status:-	Pre-Admission
Next Date :	17/02/2014
Coram :	ACCORDING TO SITTING LIST ACCORDING TO SITTING LIST
Act:-	Income Tax Act, 1961

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2013	As on 31.03.2012
SHORT TERM BORROWINGS
Working Capital Loan**	508.000	0.000
Export Packing Credit **	4143.000	5160.000
Inter Corporate Deposits
Inter Corporate Deposits from related parties	2850.000	0.000
Total	7501.000	5160.000
** Due for repayment within 6 months from date of disbursement of loan.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

The company continues to lead the India IT services and solutions provider space for the Telecom Industry, serving segments such as Telecom Services Providers (TSPs), Telecom Equipment Manufacturers (TEM’s) and Independent Software Vendors (ISV’s) with a wide array of services catering to the changing needs of the Telecom ecosystem.

In fiscal 2012-13 the Company’s consolidated revenues increased to Rs.68731.000 Millions from Rs.54897.000 Millions in the previous year, at a growth rate of 25.2%. It includes revenue of Rs.6561.000 Millions from acquisition business. The geographical split of revenue was quite balanced with 45% share from Europe, 33.2% from Americas and 21.8% from the Rest of the World (ROW).

The consolidated Profit before Interest, Depreciation, Tax and Exceptional items was at Rs.13495.000 Millions (19.6% of revenue) against Rs.10164.000 Millions (18.5% of revenue) in the previous year. This improvement in operating profits was driven by revenue growth and cost efficiencies in addition to benefit from depreciation of rupee.

The consolidated Profit after tax, after exceptional items and minority interest amounted to Rs.7914.000 Millions as against Rs.5385.000 Millions in the previous year, an increase of 46.96%.

The consolidated Profit after tax, including share of profit/(loss) in associate company (Mahindra Satyam), amounted to Rs.12878.000 Millions as against Rs.10955.000 Millions in the previous year, a growth rate of 17.6%.

The global technology landscape continues to be shaped by both economic forces and by the emergence of new trends like social media and cloud computing. The lingering crisis in Europe, volatile financial markets and government austerity programs could impact spend on IT in the coming year. Our Customers have to face the twin challenges of optimizing current IT spend and investing in future technologies and trends. The underlying strength of the global delivery model and the significant benefits it offers to global customers could help corporations in achieving both objectives. the Company has been providing solutions, which leverage the global delivery model, to Telecom companies to improve Customer experience, bring in operational efficiencies and improve TSP customer’s Average Revenue Per User (ARPU).

The company serves large global telecom companies as well as green field operators across more than 31 countries. The number of active customers has increased from 130 in the last year to 151 at the end of the Fiscal 2012-13, and the focus for the coming year is broadening their relationships across their customer base leveraging their Six Pillar Strategy.

the company’s services offerings are grouped in six distinct domains based on the areas of customer spend. The six domains which are Applications, Networks, Infrastructure, Value Added Services (VAS), Security solutions and Business Services together covering almost all areas of customers spend in their target markets.

Customer Centricity and enhancing customer experience has always been a focus area for the Company. This year the Company launched a Customer Centricity Office (CCO), with a Chief Customer Centric officer to ensure that the high levels of customer experience are sustained.

the Company continues to invest in new technologies like smart computing products, cloud, analytics and mobility. These investments will help the Company capitalize on the emerging revenue opportunities in these areas. the Company’s domain expertise and leading solutions in the telecom vertical has earned itself a niche in the market place. Voice and Data – India’s leading communication magazine ranked the Company as India’s No. 1 Telecom Software service provider.

the company today, has more than 15 delivery centers worldwide and 17 sales offices. In the year gone by, Tech Mahindra acquired Hutchison Global Services Private Limited and also acquired 51% stake on a fully diluted basis in Comviva Technologies Limited, a Bharti Group Company.

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

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY OVERVIEW

Subject is a leading provider of IT Services, Networking Technology Solutions and Business Support Services to the global telecommunications industry. Formed in 1986, in partnership with British Telecommunications plc (BT), it is part of the US $15.9 billion Mahindra Group. In the year 2009 it expanded its IT portfolio by acquiring the leading global business and information technology services company, Satyam Computer Services Limited. (re-branded as Mahindra Satyam). In the previous year on 21st March 2012, the merger between Tech Mahindra and Mahindra Satyam was announced thus making way for the creation of a leading services organization in the Indian IT offshore landscape. Tech Mahindra received approval for merger of Mahindra Satyam with it from the Bombay High Court on 28th September 2012. Mahindra Satyam had filed its Petition on 27th June 2012 with the Honorable High Court of Andhra Pradesh, and the said petition was admitted on 9th July 2012. Hearing in the matter is concluded before the Honorable High Court of Andhra Pradesh closed for summer vacation and the order is awaited.

Tech Mahindra has garnered revenues of Rs.68.7 Billion (US$ 1,263 Million) in Financial Year 2012-2013 (FY13). The Company has over 47,500 professionals who provide a unique blend of domain expertise and in-depth technology skill-sets.

Tech Mahindra has proven domain expertise in the Telecom domain with differentiated skills, research and development capabilities and innovative delivery models. The Company’s solutions enable its clients to maximize returns on their investments, achieve faster time-to-market, reduce total cost of ownership and provide better customer experience. Its capabilities cover a wide array of services including System Integration (SI), Managed Services (MS), Operations Support Systems (OSS), Business Support Systems (BSS), Infrastructure Management Services (IMS), Network Services, Security Consulting, Product Engineering and Business Support Services (BSG/BPO). The Company has been focusing on delivering comprehensive services to Telecom Service Providers (TSPs), Telecom Equipment Manufacturers (TEMs) and Independent Software Vendors (ISVs) and is best positioned to leverage telecom IT outsourcing opportunities through its service offerings across the Telecom value chain. It has more than 150 active client engagements, predominantly in the Telecom Sector. Tech Mahindra’s achievements have been recognized by various industry analysts, forums and clients. The organization has also won several prestigious awards and accolades. Tech Mahindra has 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 17 sales offices and 15 delivery centres in more than 31 countries around the world.

INDUSTRY STRUCTURE AND DEVELOPMENT

As per the NASSCOM Strategic report 2013, the global spend on Technology and related services for Calendar Year (CY) 2012 was US$ 1.9 trillion a growth of 4.8% over CY 2011. IT, BPM services and software products continued to lead, accounting for over USD 1 trillion – 58% of the total IT spend. IT hardware with growth rate of ~7%; touched USD 797 billion and accounted for the remaining 42% of the worldwide technology spend in 2012. With persistent uncertainties the new role of the technology sector in general is to enhance customer capabilities, help open untapped markets, drive transformation and create a positive impact on business outcomes.

Information Technology (IT) is the very essence of the telecommunication industry. New technologies, new business models, new smart phones and increasing data usage have increased the telecom industry’s dependence on IT. All along Telco’s have to deal with increasing competition, investment in Capex and declining margins. The challenge for Telco would be to balance the ever- increasing need for sophisticated IT with the need to help keep the IT costs reasonable. The size of India IT industry including domestic IT and Hardware would be ~USD 108 billion in FY13 of which exports would be ~USD $76 billion. Hi Tech / Telecom would have a share of ~18% of the India IT industry’s exports. Tech Mahindra would be one of the largest Telecom software services company in India.

For Indian IT FY 2013 has been a year of transition and transformation. Strong economic growth, rapid advancement in technology infrastructure, increasingly competitive Indian organizations, enhanced focus by the government and emergence of business models that help provide IT to new customer segments are key drivers for increased technology adoption in India.

The IT BPM sector has been one of the highest impact sector for India and it has increased its share of contribution to India’s GDP by ~3 times in the last 10 years. As a proportion of national GDP, the sector revenues have grown from 1.2% in FY1998 to ~ 8% in FY2013. The total exports share is ~24% which grew more than 5 times in the last 10 years. Expansion in new verticals and geographies, SMAC based services, transformation and innovation and business model restructuring were the key business drivers. Increased acceptance of platform BPM solutions was the key highlight as the focus was on transforming client business through a mix of re-engineering skills, technology enablement and new service delivery models.

Globally, India has been accepted as one of the disruptive forces in the IT BPM market, growing over CAGR of 25% during FY 2000 – 2013, four times higher than the global IT BPM spend during the same period. The Indian IT-BPM industry has maintained its global leadership not only due to its inherent strengths of competitive cost and talent, but also due to the fact that it has kept evolving to suit the rapidly changing client requirements. Pricing models have been shifting from traditional effort based to outcome based, also there has been emphasis on driving non-linearity.

The industry has seen a shift towards smaller deals. The fluctuating economic conditions have an indelible impact on the global IT BPM ecosystem. Client budgets have been under pressure which in turn has led to them signing up for small deals, of lesser duration. Line of business owners are going ahead with their but focused requirements. The trend signifies growing maturity of model and hence higher risk taking initiatives by clients. From around three lakh employee base in FY 2000, the industry presently employs nearly three Million people with over 580 global delivery centers in nearly 75 countries and its differentiated growth trajectory, the industry has become poster child for other sectors.

As a result of consumerisation of connected smart devices, consumer behaviour has caused an evolution and convergence of four powerful forces: Social Media, Mobility, Analytics and Cloud (SMAC). SMAC has re-oriented the business model of traditional IT-BPM firms, by shifting focus from cutting costs and managing IT infrastructure, to a move towards creative solutions that help clients’ business grow.

OUTLOOK

In the coming year; fiscal consolidation is likely to weigh on growth in the advanced economies. According to IMF the global economy is expected to continue mending gradually. In its April 2013 report, IMF expected the real global GDP growth of 3.3%, which is about the same as the 3.2% growth seen in year 2012. It mentions that for USA the private demand though has been showing strength as credit and housing markets heal; the larger-than-expected fiscal adjustment is projected to keep real GDP growth to about 2% in 2013. In the euro area, IMF expects the real GDP to contract by about 0.25% in 2013. Growth in emerging market and developing economies is expected to remain robust, strengthening from about 5% in 2012 to 5.25% in 2013 and 5.75% in 2014.

On IT spend trend, the budgetary tightening has led to smaller IT budgets translating to smaller deal sizes, and reduction in certain existing business lines and market segments. However, there is a clear delinking of overall IT-BPM spending with respect to economic turmoil in the past few years, and this has been fuelled by rising consumerisation of the enterprise segment, which has in turn, meant a lot for clients – it has led to increased competition, with players leveraging new forms of services to create a differentiating factor. It has also led to change management issues, and both these areas have been effective sources of new business for existing and new IT-BPM organizations. New areas such as mobile, social, cloud and analytics is increasingly driving technology spending, and will emerge as mainstays as this decade progresses further.

The global telecom services market is expected to remain roughly fl at over the several years, with declining spending on voice services and fixed services data counterbalanced by strong growth in spending on mobile data services. Devices remain the fastest-growing segment in the IT industry, as sustained strong demand for Smartphone’s and tablets is expected to overcompensate for stalling PC sales. In 2013, total spending on PCs, tablets, mobile phones and printers is expected to reach $718 billion, up 9% from 2012.

Mobility continues to grow with focus on bandwidth increases (4G/LTE) and complimentary devices. Spectrum availability and capital requirement for advanced technologies is a growing concern. The most important events in 2013 will cluster around growth and innovation, built on mobile devices, cloud services, social technologies and Big Data. IT spend in 2013 is expected to exceed $2.1 trillion, up 5.7% from 2012, driven by double-digit growth in the Three Platform foundations of Mobile, Cloud, Big Data and social technologies – and by emerging markets growth. Mobile devices are the new primary design point for end user access. Sale of smart mobile devices (smart phones and tablets) will surge. The real “PC versus mobile device” battle is between PC software platform and the mobile device platform.

As cloud services become the center of competition in many IT market segments, it is critically important for traditional IT suppliers to get more “cloud DNA” into their organizations and top accelerate growth of cloud service platforms. The industry is trending towards BYOD – Bring the Own Device. BYOD will bring consumerization into enterprise security. Growth is exponential in this area but uncertain tax, legal and security issues are still a concern. Businesses will struggle with enterprise social network sprawl as more businesses move from experimentation to integration — dealing with more enterprise products having embedded ESNs — while employees are increasingly reluctant to give up their favorite consumer and departmental social network tools for the corporate IT sponsored ESN.

Big Data Investment, MandA focus will shift heavily to discovery and prediction. The “digital universe” is expected to expand by almost 50% given the rapid emergence of new data capture and generation technologies and solutions. The growing focus is on technologies that incorporate advanced analytics functionality, including predictive analysis.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10168762	07/05/2013 *	3,000,000,000.00	AXIS TRUSTEE SERVICES LIMITED	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA	B75468025
2	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

* Date of charge modification

STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2013

(Rs. In Millions)

Particular	Quarter ended		Nine months ended
	31.12.2013	30.09.2013	31.12.2013
1 Income from Operations	42157.800	41562.400	119248.900
2 Expenses
a) Employee benefits expense	1818.400	18418.800	53316.300
b) Travelling Expenses	1749.000	1504.800	4610.000
c) Services rendered by Business Associates & Others	8366.500	6785.500	20918.900
d) Depreciation and amortisation expense	1143.200	949.000	3109.400
e) Other expenses	4269.600	5058.500	13387.800
Total Expenses	17346.700	32716.600	95342.400
3 Profit from operations before other income and finance costs (1-2)	8511.100	8845.800	23906.500
4 Other Income
Miscellaneous income	1061.800	631.800	2392.900
Exchange gain / (loss)	(1413.900)	(488.200)	(988.500)
Total	(352.100)	143.600	1404.400
5 Profit before finance costs (3+4)	8159.000	8989.400	25310.900
6 Finance costs
Interest Cost on Borrowing	277.200	228.200	676.900
Currency Translation Loss / (Gain) on Foreign Currency Loan	-	6.500	97.500
Total	277.200	234.700	774.400
7 Profit after finance costs but before exceptional item and tax (5-6)	7881.800	8754.700	24536.500
8 Exceptional item - Income	1200.000	--	1200.000
9 Profit before tax (7+8)	9081.800	8754.700	25736.500
10 Tax expense
a) Current Tax & Deferred Tax	2101.300	2368.300	6381.200
b) Earlier years excess provision written back	(2266.000)	-	(2266.000)
11 Net Profit for the period (9-10)	9246.500	6386.400	21621.300
12 Paid-up Equity Share Capital (Face Value of Share Rs. 10)	2331.500	2323.900	2331.500
13 Loan Funds - Listed Debentures	3000.000	3000.000	3000.000
14 Reserves excluding revaluation reserve	-	-	-
15 Debenture Redemption Reserve	-	-	-
16 Earnings Per Equity Share (Rs) (Before exceptional item) (not annualised)
- Basic	34.64	27.52	87.92
- Diluted	33.80	26.90	85.74
17 Earnings Per Equity Share (Rs) (After exceptional item) (not annualised)
- Basic	39.81	27.52	93.08
- Diluted	38.84	26.90	90.81
18 Ratios
- Debt Equity Ratio	-	-	0.04
- Debt Service Coverage Ratio (DSCR)	-	-	1.27
- Interest Service Coverage Ratio (ISCR)	-	-	30.87

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		Nine months ended
		31.12.2013	30.09.2013	31.12.2013
A	PARTICULARS OF SHAREHOLDING
1	Public Share Holding
	- Number of Shares	148415182	147654059	148415182
	- Percentage of Shareholding	63.66%	63.54%	63.66%
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	84736978	84736978
	- Percentage of Shares (as a % of total shareholding of promoter and promoters group)	100.00%	100.00%	100.00%
	- Percentage of Shares (as a % of total share capital of the Company)	36.34%	36.46%	36.34%

Notes:

1. The quarterly results have been reviewed by the Audit Committee and taken on by the Board of Directors in its meeting held on February 04, 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 and S System Technologies Private Limited (C and 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 and 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 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 1035 Lakhs equity shares.

The Company transferred, out of its total holding in Satyam as on April 01, 2011, 2040 Millions 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 and 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.

2.1 Accounting treatment of the amalgamation

The amalgamation is accounted under the ‘pooling of interest’ method as per Accounting Standard 14 as notified under Section 211 (3C) of the Companies Act, 1956 and as modified under the Scheme as under:

- All assets and liabilities (including contingent liabilities), reserves, benefits under income tax, benefits for and under special economic zone registrations, duties and obligations of Satyam, Venturbay, CanvasM, Logisoft and C and S have been recorded in the books of account of the Company at their existing carrying amounts and in the same form.

- The amount of Share Capital of Venturbay, CanvasM, Logisoft, Satyam and C and S have been adjusted against the corresponding investment balances held by the Company in the amalgamating companies and the equity shares issued by the Company pursuant to the Scheme and the excess of investments (gross) over the Share Capital, as given below, have been adjusted to reserves (“Amalgamation Reserve”).

- Accordingly, the amalgamation has resulted in transfer of assets and liabilities in accordance with the terms of the Scheme at the following summarised values:

- Further, in accordance with the Scheme, the debit balance in the Amalgamation Reserve as of April 01, 2011, if any, pursuant to the amalgamation have been adjusted against the securities premium account. The application and reduction of the securities premium account is effected as an integral part of the sanctioned Scheme which is also deemed to be the order under Section 102 of the Companies Act, 1956 (the “Act”) confirming the reduction. Accordingly, the aforesaid balance in Amalgamation Reserve aggregating Rs. 2489.200 Millions as of April 01, 2011 has been adjusted against the securities premium account.

- The Board of erstwhile Satyam had proposed a dividend for the year ended March 31, 2013 of Rs. 0.60 per equity share amounting to Rs. 826.400 Millions (including dividend tax thereon), which was provided for in its financial statements for the year ended March 31, 2013. Since the merger has become effective on June 24, 2013, the dividend could not be approved by the shareholders in the AGM which was scheduled to be held on August 02, 2013. Erstwhile Satyam shareholders, who have been issued Tech Mahindra Limited (TechM) shares in the ratio of 2 shares in TechM for 17 shares in erstwhile Satyam, are entitled to dividend of Rs 5 per share. As shares of erstwhile Satyam held by Venturbay are cancelled on the merger, there is an excess provision of dividend of Rs 217.200 Millions, relating to the said shares of Venturbay which have been cancelled, which has been reversed from the proposed dividend during the quarter ended June 30, 2013.

2.2 Other adjustments / matters arising out of amalgamation:

In terms of the Scheme, the appointed date of the amalgamation being April 01, 2011, net profit from the amalgamating companies during the financial years 2011-12 and 2012-13 aggregating Rs. 19735.500 Millions has been transferred, to the extent not accounted already, to the Surplus in Statement of Profit and Loss in the books of the Company upon amalgamation.

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.

2.3 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 comapnies 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 party/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 07, 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.

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 statements 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 (i) Rs. 1731 Millions (net debit) where complete information was not available and (ii) Rs. 11220.100 Millions( net debit) being fictitious assets and unrecorded loans in the opening balance as at April 2002. On grounds of prudence, these amounts had been provided for by erstwhile Satyam in the financial year ended March 31, 2009. As there is no further information available with the Management even after the lapse of three years, the said amount of Rs. 11393.200 Millions has been written off in the financial statements of the Company for the nine months ended December 31, 2013.

The forensic investigation was unable to identify the nature of certain alleged transactions aggregating Rs. 123040 Millions (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. 12304.000 Millions 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 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. 8220.000 Millions for a period of 150 days. This attachment was initiated 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 Order, the investigations of the ED revealed that Rs. 8220.000 Millions 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 pending 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 petition is pending hearing.

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.

Some petitions (except in the case of one petition where court fees have been paid and the pauper petition converted into a suit which is pending disposal), are before the Court, at the stage of rejection / trial of pauperism.

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 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 advances 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 inter-alia, 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).

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, the Company’s Management believes that, even in the unlikely event that the principal amount of the claim of the 37 companies is 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. 2266.000 Millions determined based on such evaluation in respect of the prior years has been written back during the current quarter. 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 current quarter of the estimated 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 Tech Mahindra Limited (TechM) 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. The Scheme also provides for the consequent reorganization of the securities premium of TechM. The Appointed date of the Scheme is April 01, 2013.

The Board of Directors of TechM have recommended to issue 5 fully paid up Equity Shares of Rs 10 each of TechM 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 awaited. After receipt of necessary approvals from Bombay Stock Exchange and National Stock Exchange Company will file the scheme with High Court of Bombay.

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

6. The results for the quarter and nine months ended December 31, 2013 include the results of merged entities giving effect to the scheme discussed in note 2 above, while the results of the corresponding periods in the previous years and the previous year ended March 31,2013 does not include the results of the merged entities and hence the same are not comparable.

7. Current tax for the quarter and nine months ended December 31, 2013 includes provision of Rs. 29.800 Millions and Rs. 239.200 Millions (nine months ended December 31, 2012 Rs. 259.000 Millions) of earlier years written back, no longer required as the company has received the refund on finalisation of assessment.

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

9. The qualification in the Auditors' Report for the nine months ended December 31, 2013, is summarised below;

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 123040 Millions, against the aforesaid claims for the principal amounts of the alleged advances, there will be no impact on the profits/losses or reserves of the Company.

10. Response to Auditors' qualification

FIXED ASSETS

· Vehicle

· Freehold Land

· Leasehold Land

· Leasehold Improvements

· Office Building / Premises

· Computers

· Plant and Machinery

· Furniture and Fixture

· Intellectual Property rights

AS PER WEBSITE DETAILS:

PRESS RELEASES

FIIS INVESTMENT LIMIT IN TECH MAHINDRA RAISED TO 45% READ MORE AT: 

October 12, 2013

This limit has been revised from earlier limit of 35 percent of the paid up capital of the company under Portfolio Investment Scheme.

The Reserve Bank today enhanced the limit for foreign institutional investors (FIIs) to purchase shares in Tech Mahindra up to 45 percent of the paid up capital of the company.

The Reserve Bank of India today notified that Tech Mahindra has passed resolutions, agreeing of enhancing the limit for the purchase of its equity shares and convertible debentures by FIIs, through primary market and stock exchanges up to 45 percent," RBI said in a notification. 

This limit has been revised from earlier limit of 35 percent of the paid up capital of the company under Portfolio Investment Scheme.

This limit has been revised from earlier limit of 35 percent of the paid up capital of the company under Portfolio Investment Scheme.

FIIs, NRIs and persons of India origin (PIOs) are allowed to invest in the primary and secondary capital markets in India through the PIS.

Under the scheme, FIIs/NRIs can acquire shares/debentures of Indian companies through the stock exchanges in India.

On October 24, 2013, at 13:50 hrs Tech Mahindra was quoting at Rs 1543.10, down Rs 6.7, or 0.43 percent. The 52-week high of the share was Rs 1594.00 and the 52-week low was Rs 865.25.

The company's trailing 12-month (TTM) EPS was at Rs 46.63 per share as per the quarter ended June 2013. The stock's price-to-earnings (P/E) ratio was 33.09. The latest book value of the company is Rs 184.44 per share. At current value, the price-to-book value of the company was 8.37.

TECH MAHINDRA BAGS OUTSOURCING DEAL FROM VOLVO

September 12, 2013

IT firm Tech Mahindra today said it won a contract from Sweden's Volvo Car Corporation for application maintenance and development. No financial details were disclosed. According to sources, the three-year deal is worth over USD 40 million.

The company will develop, implement and maintain a range of applications for Volvo Cars to help increase efficiency and reduce costs, Tech Mahindra said in a statement. Services will be provided across multiple domains, including manufacturing, product development, marketing and sales and reporting, starting this month, it added.

"We see this contract as an opportunity to increase our contribution to Volvo Cars and further develop our business in the region. Our plans include proactive investment and recruitment from both local universities and the local business domain pool," Tech Mahindra Head-Europe Vikram Nair said.

On October 24, 2013, at 14:01 hrs Tech Mahindra was quoting at Rs 1545.15, down Rs 4.65, or 0.3 percent. The 52-week high of the share was Rs 1594.00 and the 52-week low was Rs 865.25.

The company's trailing 12-month (TTM) EPS was at Rs 46.63 per share as per the quarter ended June 2013. The stock's price-to-earnings (P/E) ratio was 33.14. The latest book value of the company is Rs 184.44 per share. At current value, the price-to-book value of the company was 8.38.

TECH MAHINDRA, BOSCH SOFTWARE IN GLOBAL SYSTEM INTEGRATOR PARTNERSHIP

October 22, 2013

Tech Mahindra Limited has informed BSE regarding a Press Release dated October 22, 2013 titled " Tech Mahindra and Bosch Software Innovations announces Global System Integrator Partnership". Tech Mahindra and Bosch Software Innovations today announced a global strategic business partnership which will primarily focus on the global manufacturing and transportation industry.

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.62.28
UK Pound	1	Rs.103.67
Euro	1	Rs.85.18

INFORMATION DETAILS

Information Gathered by :	NAY
Report Prepared by :	VRN

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.