MIRA INFORM REPORT

Report Date :

02.07.2014

IDENTIFICATION DETAILS

Name :	MASTEK LIMITED
Registered Office :	804/805, President House, Opposite C.N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380006, Gujarat
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	14.05.1982
Com. Reg. No.:	04-005215
Capital Investment / Paid-up Capital :	Rs. 110.803 Millions
CIN No.: [Company Identification No.]	L74140GJ1982PLC005215
TAN No.: [Tax Deduction & Collection Account No.]	AHMM00447G
PAN No.: [Permanent Account No.]	AAACM9908Q
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Providing of vertically-focused enterprise technology solutions and platforms in Insurance (Life, Pensions and General), Government / Public Sector and Financial Services Sectors.
No. of Employees :	3123 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having good track record. There seems some dip in the profit of the company during 2014. However, financial position of the company is sound. Fundamentals are strong and healthy. Trade relations are reported as fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered normal for business dealings 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

N E W S

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Fund based limits = A+
Rating Explanation	Adequate degree of safety it carry low credit risk.
Date	June 2013

Rating Agency Name	ICRA
Rating	Non-fund based limits = A1+
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	June 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 DECLINED

MANAGEMENT NON-COOPERATIVE

(CONTACT NO.: 91-22-66952222)

LOCATIONS

Registered Office :	804/805, President House, Opposite C.N. Vidyalaya, Near Ambawadi Circle, Ahmedabad – 380006, Gujarat, India
Tel. No.:	91-79-26564337/ 26564340
Fax No.:	91-79-26564339
E-Mail :	info@mastek.com media@mastek.com careers@mastek.com web.admin@mastek.com bhagwant.bhargawe@mastek.com
Website :	http://www.mastek.co.in http://www.mastek.com
Head Office :	#106, SDF IV, Seepz, Andheri (East), Mumbai – 400096, Maharashtra, India
Tel. No.:	91-22-66952222/ 28247999
Fax No.:	91-22-66951331
Branch Office 1 :	Anandlok 3rd Floor, AJC Bose Road, Kolkata – 700020, West Bengal, India
Branch Office 2 :	B/12, Green Park Extension, New Delhi - 110016, India
Offshore Software Development Centers :	Located at: · Mumbai · Pune · Ahmedabad · Chennai · New Delhi
Overseas Offices :	Located at: · UK · North America · Malaysia · Singapore · Thailand

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Sudhakar Ram
Designation :	Managing director and Group CEO
Name :	Mr. S Sandilya
Designation :	Non-Executive Chairman and Independent Director
Name :	Mr. Radhakrishnan Sundar
Designation :	Executive Director
Name :	Mr. Ashank Desai
Designation :	Non-Executive Director
Qualifications :	B.E. from Mumbai University and in graduating year, held the second rank in the University. He holds a M. Tech Degree from the Indian Institute of Technology, Mumbai. He also holds Post Graduate Diploma in Business Management (PGDBM) granted by the IIM Ahmedabad, from where he graduated in 1979.
Expertise in Specific Functional Area :	Mr. Desai has significant experience due to his status as a prominent figure in both India and global IT arena. Mr. Desai, a founding member of NASSCOM, was also the President of Asian-Oceanic Computing Industry Organization (ASOCIO). He has expertise in all key functions relevant to the Company’s operations.
Other Directorships :	1) Mastek (UK) Limited, UK 2) MajescoMastek, USA 3) Vector Insurance Services LLC, USA 4) MajescoMastek Insurance Software and Solutions Inc. 5) MajescoMastek, Canada
Name :	Mr. Ketan Mehta
Designation :	Non-Executive Director
Name :	Mr. Venkatesh Chakravarty
Designation :	Non-Executive Director (Independent)
Qualifications :	Mr. Chakravarty is qualified as an Associate Member of the Chartered Insurance Institute, UK (ACII, UK). He holds a Master’s degree in Administrative Management from Bajaj Institute of Management Studies and a Bachelor of Arts Degree in Economics, Political Science & Sociology.
Expertise in Specific Functional Area :	Life Insurance, Management Consulting and Reinsurance
Other Directorships :	1) Mastek (UK) Limited, UK 2) Mastek MSC Sdn Bhd, Malaysia
Name :	Ms. Priti Rao
Designation :	Non-Executive Director (Independent)
Name :	Dr. Rajendra Sisodia
Designation :	Non-Executive Director (Independent)
Name :	Mr. Atul Kanagat
Designation :	Non-Executive Director (Independent)
Name :	Dr. Arun Maheshwari
Designation :	Non-Executive Additional Director (Independent)
Qualifications :	Dr. Arun Maheshwari studied at IIM, Calcutta, before leaving for the US in 1967 for further studies. Dr. Maheshwari has a Master's degree in Computer Science from Stanford University, an MBA from Columbia University and a Ph.D. from Wharton School of Business. Dr. Maheshwari taught at Wharton, Temple University's Fox School of Business, and NYU's Stern School while working on his Ph. D. degree.
Expertise in Specific Functional Area :	Finance including Information Technology, Strategic Planning.
Other Directorships :	MajescoMastek Insurnace Software and Solutions Inc., USA.

KEY EXECUTIVES

Name :	Mr. Bhagwant Bhargawe
Designation :	Company Secretary
Name :	Mr. Vinay Rajadhyaksha
Designation :	President – Delivery, Operations and IA
Name :	Farid Kazani
Designation :	Group CFO and Finance Director
Name :	Salvatore V. Abano
Designation :	Chief of Strategy Client Services, North America
Name :	Ms. Kalpana Jaishankar
Designation :	Senior Vice President and Group Head HR
Name :	Mr. Anil Chitale
Designation :	Chief Product Evangelist (Effective 01.04.2014)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2014

Category of Shareholder	Total No. of Shares	As a %
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	11506660	51.92
Sub Total	11506660	51.92
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	11506660	51.92
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	16856	0.08
Financial Institutions / Banks	4536	0.02
Insurance Companies	1583720	7.15
Foreign Institutional Investors	3305166	14.91
Sub Total	4910278	22.16
(2) Non-Institutions
Bodies Corporate	543066	2.45
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3109363	14.03
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1794539	8.10
Any Others (Specify)	296774	1.34
Non Resident Indians	259164	1.17
Foreign Nationals	37410	0.17
Overseas Corporate Bodies	200	0.00
Sub Total	5743742	25.92
Total Public shareholding (B)	10654020	48.08
Total (A)+(B)	22160680	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	22160680	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholders	Details of Shares held
		No. of Shares held	As a %
1	Ashank Desai	3099552	13.99
2	Sudhakar Ram	2791680	12.60
3	Ketan Mehta	2519100	11.37
4	Sundar Radhakrishnan	1445800	6.52
5	Rupa Mehta	480800	2.17
6	Usha Sundar	460000	2.08
7	Girija Ram	163600	0.74
8	Padma Desai	155200	0.70
9	Samvitha Ram	103328	0.47
10	Avanti Desai	81600	0.37
11	Chinmay Ashank Desai	71600	0.32
12	Varun Sundar	64000	0.29
13	Shankar Sundar	64000	0.29
14	Tanay Mehta	6400	0.03
	Total	11506660	51.92

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholders	No. of Shares held	Shares as %
1	Ashish Dhawan	1313935	5.93
2	Fidelity Purita Trust Fidelity Low Priceed	2025000	9.14
3	Life Insurance Corporation of India	1550404	7.00
4	Fidelity Northstar Fund	438000	1.98
5	Merrill Lynch Capital Markets Espana S A S V	591988	2.67
	Total	5919327	26.71

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as %
1	Ashish Dhawan	1313935	5.93
2	Fidelity Purita Trust Fidelity Low Priceed	2025000	9.14
3	Life Insurance Corporation of India	1550404	7.00
	Total	4889339	22.06

BUSINESS DETAILS

Line of Business :

Providing of vertically-focused enterprise technology solutions and platforms in Insurance (Life, Pensions and General), Government / Public Sector and Financial Services Sectors.

GENERAL INFORMATION

No. of Employees :

3123 (Approximately)

Bankers :

· ICICI Bank Limited

· Standard Chartered Bank

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG-TERM BORROWINGS
Long term maturities of finance lease obligations	13.542	12.398
Total	13.542	12.398

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Enterprises where control exists :	· MajescoMastek, USA (70% held by the Company) · Mastek (UK) Limited, UK · Mastek Asia Pacific Pte. Limited, Singapore · Mastek MSC Sdn. Bhd., Malaysia · MajescoMastek Canada Limited, Canada · Mastek MSC (Thailand) Company Limited, Thailand · MajescoMastek Insurance Software and Solutions Inc., USA (Formerly “System Task Group International Limited”) · Vector Insurance Services LLC, USA (90% held by the MajescoMastek, USA).

CAPITAL STRUCTURE

AFTER 17.07.2013

Authorised Capital : Rs. 400.000 Millions

Issued, Subscribed & Paid-up Capital : Rs. 123.223 Millions

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
40,000,000	Equity Shares	Rs. 5/- each	Rs. 200.000 Millions
2,000,000	Preference Shares	Rs. 100/- each	Rs. 200.000 Millions
	Total		Rs. 400.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
22,160,680	Equity Shares	Rs. 5/- each	Rs. 110.803 Millions

(a) Reconciliation of number of shares

Equity Shares	March 31, 2014
	No. of shares	Amount
Balance as at the beginning of the year / period	24,638,187	123.191
Add: Addition on account of ESOP	6,500	0.032
Less: Shares extinguished on buy back	(2,484,007)	(12.420)
Balance as at the end of the year / period	22,160,680	110.803

(b) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Rs.5/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Equity Shares of Rs.5 each held by:	March 31, 2014
	No. of shares	% of holding
Ashank Desai	3,099,552	13.99%
Sudhakar Ram	2,791,680	12.60%
Ketan Mehta	2,519,100	11.37%
Fidelity Purita Trust Fidelity Low Priced	2,025,000	9.14%
Life Insurance Corporation of India	1,550,404	6.99%
Radhakrishnan Sundar	1,445,800	6.52%
Ashish Dhawan	1,313,935	5.93%

(d) Shares reserved for issue under options

	March 31, 2014
Number of shares to be issued under the Employee Stock Option Plans	2,842,450

(e) Shares bought back (during 5 years immediately preceding March 31, 2014)

	March 31, 2014	March 31, 2013
Equity Shares bought back	2,484,007	2,388,000

Shares bought back during the year ended March 31, 2014:

At the meeting of the Board of Directors of the Company held on January 08, 2014, the Board had given consent for the buyback of Company’s fully paid up equity shares of Rs.5/- each from existing shareholders and beneficial owners in accordance with the relevant provisions of Companies Act, 1956 and Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1988 for an amount not exceeding Rs.5,450 and for a price not exceeding ` 250/- per equity share. The number of shares to be bought back shall be subject to a minimum of 950,000 Equity Shares and a maximum of 3,200,000 Equity Shares.

Since the commencement of the buy back until the closure date (March 25, 2014), the Company had bought back 2,484,007 equity shares at an average price of Rs.218.08 per equity share. Consequently a sum of Rs.541.709 had been utilised from General Reserve in respect of the buy back. Out of the amount utilised from General Reserve, an amount of Rs.124.20 had been appropriated to the Capital redemption reserve account and the paid up share capital had been reduced by the same amount. The company had fully extinguished the shares bought back during the above mentioned period.

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	110.803	123.191	135.131
(b) Reserves & Surplus	3322.944	3700.735	3644.763
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	3433.747	3823.926	3779.894
(3) Non-Current Liabilities
(a) long-term borrowings	13.542	12.398	4.410
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	4.824	5.064
(d) long-term provisions	175.432	285.944	350.326
Total Non-current Liabilities (3)	188.974	303.166	359.800
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	27.877	27.732	22.944
(c) Other current liabilities	651.878	439.607	401.995
(d) Short-term provisions	185.090	219.220	250.974
Total Current Liabilities (4)	864.845	686.559	675.913
TOTAL	4487.566	4813.651	4815.607
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	672.015	694.411	731.597
(ii) Intangible Assets	106.106	127.137	137.326
(iii) Capital work-in-progress	3.366	26.041	0.021
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	1365.500	1522.393	1529.634
(c) Deferred tax assets (net)	188.215	214.293	187.399
(d) Long-term Loan and Advances	608.988	580.513	565.156
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	2944.190	3164.788	3151.133
(2) Current assets
(a) Current investments	814.000	370.000	401.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	336.878	565.412	646.783
(d) Cash and cash equivalents	173.073	380.890	337.567
(e) Short-term loans and advances	67.667	113.748	102.516
(f) Other current assets	151.758	218.813	176.608
Total Current Assets	1543.376	1648.863	1664.474
TOTAL	4487.566	4813.651	4815.607

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Revenue from operations	5504.270	4010.176	4508.844
		Other Income	214.458	299.947	125.706
		TOTAL	5718.728	4310.123	4634.550
Less	EXPENSES
		Employees benefits expense	3252.474	2409.089	2856.540
		Other expenses	1724.190	1396.567	1572.317
		TOTAL	4976.664	3805.656	4428.857
Less	PROFIT/ [LOSS] BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		742.064	504.467	205.693
Less	FINANCIAL EXPENSES		2.687	1.539	1.252
	PROFIT/ [LOSS] BEFORE TAX, DEPRECIATION AND AMORTISATION		739.377	502.928	204.441
Less/ Add	DEPRECIATION/ AMORTISATION		256.634	177.966	264.550
Less	EXCEPTIONAL ITEM - PROVISION FOR OTHER THAN TEMPORARY DECLINE IN VALUE		155.501	0.000	0.000
	PROFIT/ [LOSS] BEFORE TAX		327.242	324.962	(60.109)
Less	TAX		57.531	23.065	(4.381)
	PROFIT/ [LOSS] AFTER TAX		269.711	301.897	(55.728)
	EARNINGS IN FOREIGN CURRENCY
		Income from services	5289.622	3752.083	4087.486
		Other Operating Revenue - Secondment fees	33.938	33.202	0.000
		Dividend from subsidiaries	114.367	201.841	23.178
		Others	0.771	0.360	0.394
	TOTAL EARNINGS		5438.698	3987.486	4111.058
	IMPORTS
		Capital Goods	67.710	34.018	26.314
	Earnings/ [Loss] Per Share (Rs.)
	Basic		10.98	11.49	(2.06)
	Diluted		10.84	11.42	(2.06)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	4.72	7.00	(1.20)
Net Profit Margin (PBT/Sales)	(%)	5.95	8.10	(1.33)
Return on Total Assets (PBT/Total Assets}	(%)	11.17	10.65	(1.94)
Return on Investment (ROI) (PBT/Networth)		0.10	0.08	(0.02)
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.78	2.40	2.46

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	135.131	123.191	110.803
Reserves & Surplus	3644.763	3700.735	3322.944
Net worth	3779.894	3823.926	3433.747
long-term borrowings	4.410	12.398	13.542
Short term borrowings	0.000	0.000	0.000
Total borrowings	4.410	12.398	13.542
Debt/Equity ratio	0.001	0.003	0.004

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	4508.844	4010.176	5504.270
		(11.060)	37.258

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	4508.844	4010.176	5504.270
Profit/ (Loss)	(55.728)	301.897	269.711
	(1.24%)	7.53%	4.90%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
Current maturities of finance lease obligations	5.303	3.660	1.551

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	Yes
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	--
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

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10133386	12/07/2012 *	75,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, GUJARAT - 390015, INDIA	B44677367
2	10129412	10/11/2008	60,000,000.00	STANDARD CHARTERED BANK	90, M G ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	A50874387

* Date of charge modification

COMPANY INFORMATION

Subject is a public limited company domiciled in India and is listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company is a provider of vertically-focused enterprise technology solutions and platforms in Insurance (Life, Pensions and General), Government / Public Sector and Financial Services sectors. The Company’s offering portfolio includes business and technology services comprising IT Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence, Application Security, CRM services and Legacy Modernisation. The Company has its primary operations in India through its offshore software development centers at Mumbai, Pune, Chennai and Mahape and also operates through its subsidiaries / branch in U.S., Canada, U.K. and Asia-Pacific.

BUY BACK OF SHARES OF THE COMPANY

During the year, the Company had initiated a share buyback scheme intending to buy a maximum of 3,200,000 equity shares of the Company at a price not exceeding Rs.250/- per share for a total amount not exceeding Rs.545.000 Millions. The company under the said scheme bought back 2,484,007 equity shares for an average price of Rs.21.808 per share at a total value of Rs.541.709 Millions. All the shares bought back have been extinguished and necessary returns have been filed with the respective authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF INDUSTRY AND BUSINESS ENVIRONMENT

GLOBAL ECONOMY AND IT

The Global activity strengthened during the second half of 2013. It is expected to improve further with the world GDP expected to grow 3.7% in 2014 and 3.9% in 2015, largely on account of recovery in the advanced economies. US is expected to grow by 2.8% in 2014, up from 1.9% in 2013, however financial conditions remain tighter following US tapering announcements.

Concerns also remain in terms of world’s second largest economy China showing signs of slowdown that could have a big direct impact on emerging economies.

In line with world’s growth expectations, global IT spending is estimated to touch US$ 3.8 trillion during 2014, an increase of 3.1% from 2013 of US$ 3.7 trillion. During 2013 markets grew by a meagre 0.4% on a year-on-year basis. IT spending is expected to grow across the segments in 2014 as compared to a flat 2013. Global sourcing market grew 8.5% in 2013, driven by large, bundled contracts.

NASSCOM estimates the revenues of US$ 118 billion for FY 2014 for the Indian IT-BPM industry with a growth of 14% in exports touching US$ 86 billion.

The growth drivers for IT-BPM sector shall be emerging verticals such as retail, healthcare, utilities, travel and transportation and media.

INSURANCE INDUSTRY

The P and C insurance business in US is gradually improving from net underwriting losses of US$ 6.4 billion in 2012 to a gain of US $ 2.3 billion in the first half of 2013. The rise in volumes is largely driven by higher prices and expansion of insurable products in a slowly growing economy. A study by Delloite expects 2014 might see a rise in M and A activity leading to a consolidation phase in the reinsurance market as many of the P and C players have huge capital in their balance sheet to deploy for an effective utilization and to increase the shareholder returns apart from widening the portfolio.

US based insurers are expected to comply with the statutory requirement of “Own Risk and Solvency Assessment (ORSA)” by 2015 requiring to upgrade their enterprise risk management processes in some cases. Insurers expect to spend on replacing the old legacy systems of core activities such as policy writing, billing and claims settlement. Newer technologies such as SMAC (Social, Mobility, Analytics and Cloud) will continue to gain traction during 2014 as buying habit of offline insurance products is gradually changing to online.

Ovum expects insurance IT budgets shall grow at a CAGR of 6.5% with total IT spending reaching US$ 109 billion by 2017. A recent survey by Celent indicates that Asia-Pacific insurers are expected to increase their IT spend by 11.5% from 2013 to 2015.

Currently majority (84%) of European insurers spend less than 10% of their IT development budget on digital initiatives. As per E and Y global survey “Insurance in a digital world the time is now” more than 37% insurers expect almost 50% increase in their spending on the digital development over next 5 years.

INDIAN MARKET

The IT services is expected to grow by ~14% in FY 2014 with exports reaching at US$ 52 billion as per NASSCOM. Within IT services project oriented services such as CAD, software testing, system integration, IT consulting and network consulting and integration is expected to grow by ~14.5% y-o-y.

Gartner expects Indian insurers will spend INR 121 billion on IT in 2014, a 12% increase over 2013 including internal IT (including personnel), hardware, software, external IT services and telecommunications. IT spending by various government agencies will increase 4.4% annually to US$ 6.4 billion in 2014 as per Gartner. It also said that government is expected to spend US$ 758 million in buying software, marking a 10% increase over last year.

MASTEK - BUSINESS UPDATE

MASTEK IN UK

In the UK, the Company has continued to stabilise and improve its operations during the year in spite of continued challenges in the economic and business environment.

In the Government segment, while there was an anticipated reduction in the services business with partners like British Telecom (BT), there were good wins in the direct deals within the UK government departments.

In the previous year, the Company had got itself registered under the G - Cloud framework which has helped to win two significant direct deals within the government departments during the year. The Company has now been registered in the Global Digital Software (GDS) framework where it expects similar success going into the new year.

There has not been much progress in the insurance segment within the UK except the group life platform and some breakthrough with a marine insurance client. The Company is evaluating the scope of building the Property and Casualty (P and C) business in the UK.

On the other hand, there has been far more activity in the retail segment especially with Morrisons, one of the large retail outfits in the UK. The company has seen good progress in the retail segment and expects to add few more retail accounts in the next year.

The Company has continued its investment in sales and marketing and expects to increase this in order to support the efforts to grow the business further. It has started a number of initiatives during the year to build the Mastek UK brand and increase the sales pipeline and expects a significant improvement in the order booking in the next year. Overall, the visibility and traction in UK appears to be good and the Company is con􀂿dent that this region will deliver a good growth in the coming fiscal.

MASTEK IN NORTH AMERICA

The traditional IT services business experienced the anticipated decline during the year. We believe this decline has now leveled off. The Region witnessed good progress with tremendous momentum especially in the Property and Casualty (P and C) insurance segment. Within the P and C segment, the year has been particularly encouraging for the Policy Administration and Suite Product wherein the company has won three large multi-year orders out of the five large orders won this year. The Company’s STG Policy Product also won the XCelent award for “Most Advanced Technology”. The segment performed well despite one of its top client deciding to re-prioritize its multi-vendor transformation program during the year. The revenue impact of $ 2.5 Mn was witnessed during the last quarter ended March 2014. Although the coming year will be impacted by the annualized amount, the company is con􀂿dent of making good the gap towards the second half of next year. The Life and Annuity (L and A) segment showed great improvement and turned pro􀂿table during the year with significantly improved margins. This was achieved through tighter control and focus around key critical customer programs.

The Company will continue to invest and focus on the Insurance segment in North America to ensure sustained growth in coming years while specializing in niche markets like cloud based core systems, regulatory and compliance oriented content delivery and specific state-regulated line of business areas for Policy Administration.

The Company plans to leverage its insurance domain knowledge and presence in the industry to secure new and existing customers in the IT services segment, with emphasis on data warehouse, business analytics, quality assurance, testing, front-end portal development and predictive analytics.

The Company is proud to have 7 of the top 25 P and C insurers as its customers and over 90% of our customers are engaged in active relationships while over 75% of our business in any year comes from existing customers. Customers have ranked us an average of 6.0 on a scale of 7.0 in terms of our delivery and support services.

MASTEK IN INDIA AND ASIA PACIFIC

Continuing its growth year-on-year and every year, the India-Asia business grew significantly in 2013-14, on all parameters and especially in Order Book and Gross Margin.

The India Government business did very well in several areas such as close collaboration with funding agencies such as World Bank, International Finance Corporation (IFC), Department for International Development (DFID), United Nation Development Program (UNDP) etc. and achieving dominance in states like Odisha and Maharashtra, whilst continuing business in Bihar and Gujarat. The Company expects to breakthrough in new states such as Chattisgarh, Himachal Pradesh etc. as also selectively targeted areas in Central Government. All project executions were closely managed from a cost perspective to help improve Gross Margins significantly and turn around unprofitable deals.

The India-Asia Insurance business performed well on all parameters with existing accounts in Malaysia, Thailand and India growing their business footprint. It also added a new logo with addition of an Indian Private Insurer. With a strong pipeline, breakthroughs are expected with new insurance start-ups in India as also in Asian countries. The large product implementation deals for Policy Admin and Distribution Management systems were closely managed to help improve the margins significantly as compared to last year.

The IT services business included business in the travel vertical which has shown good growth momentum during the year and is expected to also grow in the coming year.

REVIEW OF FINANCIAL AND OPERATING PERFORMANCE

FINANCIAL PERFORMANCE REVIEW

Continuing on the trend witnessed last year, the current fiscal saw the company improving its revenue base and operational performance particularly in Insurance products vertical as well as large complex solutions which has grown steadily. The company’s North America revenues was impacted due to re-transformation program of a one of the big client in the continent. It has been assessed a US$ 2.4 million revenue impact on a quarterly basis. Management is confident that they will be able to fill in the gap and get back to a growth momentum in US.

OPERATIONS REVIEW

Operational delivery within Mastek has always been a core attribute. The Company aligned the delivery organization to focus on improving the overall productivity and efficiency levels within projects. In the P and C market, Company’s PAS technology have been rated higher than its peers. The Company continued to invest in product development of the insurance platforms in North America. During the 12-month period ended FY 2013-14, the Company spent Rs.584.610 Millions as compared to Rs.297.400 Millions during the nine month period ended March 31, 2013.

BUSINESS OUTLOOK

The company’s strategy of sustained product development in the insurance segment (both in P and C and L and A) seems to be paying off. While there may be a short term impact due to North American account ramp down but management is confident to bridge the gap. It expects growth to be led by improved business opportunities in the insurance vertical in North America. The opportunities in the Government segment in the UK and India continue to remain attractive and the company will continue its sales and marketing spends to take advantage of the upcoming opportunities.

CONTINGENT LIABILITIES:

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
Corporate performance guarantees given by the Company on behalf of the following subsidiaries:
(a) MajescoMastek Canada Limited	783.796	621.143
(b) Mastek MSC (Thailand) Company Limited	149.788	103.332
(c) Mastek (UK) Limited	904.771	1568.000
Total	1838.355	2292.475

FIXED ASSETS:

Tangible assets

· Buildings

· Computers

· Plant and Equipment

· Furniture and Fixtures

· Vehicles

· Office equipment

· Leasehold land

· Leasehold Improvements

Intangible assets

· Goodwill

· Computer Software

PRESS RELEASE

MASTEK Q4 FY14 TOTAL INCOME AT RS. 2300.000 MILLIONS

· 12 month Order Backlog increase by 5.6% to Rs. 5418.000 Millions

· Declares Final Dividend of 55%

Mumbai, India – 23rd April 2014: Mastek, an IT solutions player with global operations providing new technology and IP-led enterprise solutions with a focus on the Insurance and Government verticals worldwide, announced its financial results for the fourth quarter and financial year ended 31st March, 2014 today.

Review of financial performance for the quarter ended 31st March, 2014

On a quarter-on-quarter basis:

· The operating revenue was Rs 2239.000 Millions during the quarter under review as compared to Rs 2402.000 Millions during the previous quarter reflecting a decrease of 6.8% in rupee terms and 8.0% in constant currency terms. The drop in revenue is primarily due to re-prioritization of a North America client as announced earlier

· Total income was Rs 2300.000 Millions during the quarter under review as compared to Rs 2424.000 Millions during the previous quarter, down 5.1% on Q-o-Q basis.

· The Company reported EBITDA of Rs 181.000 Millions (7.8% of total income) compared to Rs 358.000 Millions (14.8% of total income) in Q3FY14.

· Net profit stood at Rs 113.000 Millions in Q4FY14 as against Rs 183.000 Millions in Q3FY14, down 38.3% sequentially.

· The product research and development spends during the quarter was higher at Rs 169.000 Millions as compared to Rs 156.000 Millions in Q3FY14.

For the financial year ended 31st March, 2014:

· FY 2012-13 represents 9 months period ended 31st March 2013.

· The operating revenue was Rs 9230.000 Millions for FY 2013-14 as compared to 6834.000 Millions during the corresponding period of previous year reflecting an increase of 1.3%* in rupee terms and down 6.6%* in constant currency terms.

· Total income was Rs 9343.000 Millions for FY 2013-14 as compared to Rs 6925.000 Millions in FY 2012-13.

· The Company posted the EBITDA of Rs 1013.000 Millions (10.8% of total income) as compared to an EBITDA of Rs 662.000 Millions (9.6% of total income) in FY 2012-13.

· Net profit stood at Rs 518.000 Millions as against a net profit of Rs 343.000 Millions for FY 2012-13.

· The product research and development spends during the period under review was Rs 585.000 Millions as compared to Rs 297.000 Millions in FY 2012-13.

Operating highlights

· New accounts billed during the quarter: The Company added 3 new clients during Q4 FY 2013-14. Total client count as of 31st March 2014 was 126 (LTM).

· 12m order backlog: Mastek’s 12-month order backlog was Rs 5418.000 Millions ($ 90.4mn) as on 31st March 2014 and in constant currency stood at Rs 5561.000 Millions ($90.0 mn) as compared to Rs 5131.000 Millions ($83.0mn) at the end of Q3FY14, reflecting an increase of 5.6% QoQ in rupee terms (increase of 8.4% QoQ in constant currency)

· Share Buyback: The Board of Directors in their meeting dated January 8, 2014 has decided on Buy-Back of Company’s equity shares of Rs.5/- each from open market through stock exchange mechanism, at a price not exceeding Rs.250/- per equity share payable in cash for an aggregate amount not exceeding Rs.545.000 Millions. The Board of Directors opened the buyback of shares on March 06, 2014 and completed the same on March 25, 2014.The total number of shares bought back under this scheme were 24,84,007 Shares. The total consideration paid is Rs. 541.700 Millions at an average price of Rs. 218 per share. All the shares bought back have been extinguished

· Employees: As on 31st March 2014, the company had a total of 3,123 employees, of which 2,315 employees were based offshore in India while the rest were at various onsite locations outside India. Employee count at the end of 31st December 2013 was 3,128.

· Billable utilization: The Company’s billable utilization stood at 82.7% during the quarter under review as compared to 81.2% in Q3FY14.

· Cash & Cash Equivalent: The total cash/cash equivalent stands at Rs 1711.000 Millions as on 31st March, 2014 as compared to Rs 2494.000 Millions at the end of 31st December, 2013 after utilizing an amount of Rs 542.000 Millions towards buyback of equity shares.

· Management Update: Stefan Vanovertveldt, the Chief Engineer, has decided to move on and the product development and management activities for both P&C and L&A businesses has been assigned to Mr. Anil Chitale with effect from 1st April, 2014. Anil Chitale was the co-founder of STG – a P&C insurance core software company which was acquired in 2008 by Mastek and was a principal architect of the STG suite of products. Anil has played a variety of roles over the past 25 years in the area of Product Development, Business Development, Strategic Initiatives and Client Services

Commenting on the results, Mr. Sudhakar Ram, Group CEO and Managing Director, Mastek, said: “The overall performance for the year has been quite encouraging from the financial and strategic perspective. There have been good wins both in the Government vertical in UK region and P&C Insurance segment in North America. The year has ended with a healthy backlog and the focus is to build aggressive growth in both these regions”.

Mr. Farid Kazani, Group CFO and Finance Director, Mastek, said: "The Company successfully completed the share buyback in record time giving good returns to exiting shareholders. On the business front, the lower EBITDA was due to the anticipated shortfall in revenue and decision to maintain resources for meeting future growth in revenue. While this is a short term impact on profitability the focus will be to deliver double digit EBITDA levels in the next year.”

About Mastek

Mastek is a publicly held (NSE: MASTEK; BSE: 523704) leading IT player with global operations providing enterprise solutions to insurance, government, and financial services organizations worldwide. With its principal offshore delivery facility based at Mumbai, India, Mastek operates across North America, Europe, and Asia Pacific regions. Incorporated in 1982, Mastek has been at the forefront of technology and has made significant investments in creating intellectual property, which along with proven methodologies and processes, increase IT value generation to its customers through onsite and offshore deliveries.

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 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 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. 60.14
UK Pound	1	Rs. 102.83
Euro	1	Rs. 82.28

INFORMATION DETAILS

Information Gathered by :	PDT
Analysis Done by :	DIV
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

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.