MIRA INFORM REPORT
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Report No. : |
344567 |
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Report Date : |
10.10.2015 |
IDENTIFICATION DETAILS
|
Name : |
TECH MAHINDRA LIMITED |
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|
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Registered
Office : |
Gateway Building, Apollo Bunder, Mumbai – 400 001, Maharashtra |
|
Tel. No.: |
91-22-22021031 |
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Country : |
India |
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Financials (as
on) : |
31.03.2015 |
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Date of
Incorporation : |
24.10.1986 |
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Com. Reg. No.: |
11-041370 |
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Capital
Investment / Paid-up Capital : |
Rs.4804.000 Million |
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CIN No.: [Company Identification
No.] |
l64200mh1986plc041370 |
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IEC No.: |
0389034789 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
mumm15369E |
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PAN No.: [Permanent Account No.] |
aaacm3484F |
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Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
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Line of Business
: |
Services Provider of Computer Software, Telecom IT Solution. |
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No. of Employees
: |
Information declined by the management
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RATING & COMMENTS
|
MIRA’s Rating : |
Aaa (86) |
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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 |
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Status : |
Excellent |
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Payment Behaviour : |
Regular |
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Litigation : |
Exist |
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Comments : |
Subject is a Mahindra & Mahindra group (M&M) company engaged in the business of providing Information Technology (IT) based solutions to various clients. The company has a diversified clientele spread across North America, Europe, and Asia Pacific. Subject is a part of the Mahindra group, which has a proven business leadership across diverse sectors in India. Mahindra and Mahindra also ranked 10th among top 100 companies in India with enterprises value of USD 29,071 Million. With respect to the operational performance of the subject company, it has reported net sales of Rs. 192872.000 million and a profit after tax (PAT) of Rs. 22562.000 million for FY15 as against net sales of Rs. 163654.000 million and a PAT of Rs. 26855.000 million for FY14. The Company possesses healthy operating efficiencies backed by extensive track record of business operations with a diversified business profile and well experienced management team. Rating also reflects company's strong financial profile supported by adequate net worth base along with robust capital structure and healthy debt protection metrics and gearing ratio. In view of aforesaid, the subject company regarded as promising business partner for medium to long term business dealings. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
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 |
15.07.2015 |
|
Rating Agency Name |
CARE |
|
Rating |
Short term bank facilities: A1+ |
|
Rating Explanation |
Very strong degree of safety and carry lowest credit risk. |
|
Date |
15.07.2015 |
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
31-03-2015.
INFORMATION DECLINED
MANAGEMENT NON COOPERATIVE (91-22-22021031)
LOCATIONS
|
Registered Office : |
Gateway Building, Apollo Bunder, Mumbai – 400 001, Maharashtra, India |
|
Tel. No.: |
91-22-22021031 |
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Fax No.: |
Not Available |
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E-Mail : |
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Website : |
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Location: |
Owned |
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Corporate Office : |
Plot No. 1, Phase III, Rajiv Gandhi Infotech Park,
Hinjewadi, Pune – 411 057
Maharashtra, India |
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Tel. No.: |
91-20-42250000 |
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Fax No.: |
91-20-42252501 |
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Branch Office: |
Located at :
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Overseas
Branches : |
Located at :
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DIRECTORS
AS ON 31.03.2015
|
Name : |
Mr. Anand G Mahindra |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Vineet
Nayyar |
|
Designation : |
Executive Vice Chairman |
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|
Name : |
Mr. C. P. Gurnani |
|
Designation : |
Managing Director and Chief Executive Officer |
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Name : |
Mr. Anupam
Puri |
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Designation : |
Director |
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|
Name : |
Mr. Bharat
N. Doshi |
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Designation : |
Director |
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Name : |
Mr. M.
Damodaran |
|
Designation : |
Director |
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Name : |
Mrs. Ravindra Kulkarni |
|
Designation : |
Director |
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Name : |
Mr.
Ravindra Kulkarni |
|
Designation : |
Director w |
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Name : |
Mr. T. N. Manoharan |
|
Designation : |
Director |
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Name : |
Mr. Ulhas
N.Yargop |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. Milind Kulkarni |
|
Designation : |
Chief Financial Officer |
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Name : |
Mr. G. Jayaraman |
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Designation : |
Company Secretary and Chief Compliance Officer |
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COMMITTEES OF DIRECTORS |
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Audit Committee |
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Nomination and
Remuneration Committee |
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Stakeholders
Relationship Committee |
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Corporate Social
Responsibility Committee |
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Executive Committee |
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Securities Allotment
Committee |
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MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 30.06.2015
|
Category of
Shareholder |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
256450608 |
26.67 |
|
|
96000000 |
9.98 |
|
|
96000000 |
9.98 |
|
|
352450608 |
36.65 |
|
|
|
|
|
|
242904 |
0.03 |
|
|
242904 |
0.03 |
|
Total shareholding of Promoter and Promoter Group (A) |
352693512 |
36.68 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
54441325 |
5.66 |
|
|
3439667 |
0.36 |
|
|
2115812 |
0.22 |
|
|
47128604 |
4.90 |
|
|
329093449 |
34.23 |
|
|
26764680 |
2.78 |
|
|
26764680 |
2.78 |
|
|
462983537 |
48.15 |
|
|
|
|
|
|
18338952 |
1.91 |
|
|
|
|
|
|
91973966 |
9.57 |
|
|
16501826 |
1.72 |
|
|
19051507 |
1.98 |
|
|
6732966 |
0.70 |
|
|
9337808 |
0.97 |
|
|
2740205 |
0.28 |
|
|
2348 |
0.00 |
|
|
238180 |
0.02 |
|
|
145866251 |
15.17 |
|
Total Public shareholding (B) |
608849788 |
63.32 |
|
Total (A)+(B) |
961543300 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
961543300 |
0.00 |
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Promoter and
Promoter Group
|
Sl.No. |
Name of the
Shareholder |
No. of Shares held |
As a % of grand
total (A)+(B)+(C) |
|
Mahindra & Mahindra Limited1 |
25,62,48,704 |
26.65 |
|
|
2 |
TML Benefit Trust(Through Mr.Ulhasnarayan Yargop,Trustee) |
9,60,00,000 |
9.98 |
|
3 |
Mahindra Holdings Limited |
2,01,904 |
0.02 |
|
4 |
Mahindra-Bt Investment Company (Mauritius) Limited |
2,42,904 |
0.03 |
|
|
Total |
35,26,93,512 |
36.68 |
(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.
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
Shareholder |
No. of Shares held |
Shares as % of Total
No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
1 |
Europacific Growth Fund |
50947086 |
5.30 |
5.30 |
|
|
2 |
Life insurance focused Bluechip Equity Fund |
29786175 |
3.10 |
3.10 |
|
|
3 |
ICICI Prudental Focused Bluechip Equity Fund |
20764556 |
2.16 |
2.16 |
|
|
4 |
National Westminster Bank Plc as Depository of First State Asia Pacific Leaders Fund a Sub Fund of First State Investments ICVC |
18792837 |
1.95 |
1.95 |
|
|
5 |
Government Pension Fund Global |
13441710 |
1.40 |
1.40 |
|
|
6 |
National Westminster Bank PLC as Depository of First State Global Emerging Markets Leaders Fund A Sub Fund of First State Investments ICVC |
10475164 |
1.09 |
1.09 |
|
|
7 |
New Word Fund INC |
10130758 |
1.05 |
1.05 |
|
|
|
Total |
154338286 |
16.05 |
16.05 |
|
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 % of
Total No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
1 |
First State & PACs |
76233763 |
7.93 |
7.93 |
|
|
2 |
Europacific Growth Fund & PACs |
53873479 |
5.60 |
5.60 |
|
|
|
Total |
130107242 |
13.53 |
13.53 |
|
BUSINESS DETAILS
|
Line of Business : |
Services Provider of Computer Software, Telecom IT Solution. |
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Products / Services : |
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Brand Names : |
Not Available |
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Agencies Held : |
Not Available |
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Exports : |
Not Divulged |
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Imports : |
Not Divulged |
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Terms : |
Not Divulged |
PRODUCTION STATUS: NOT AVAILABLE
GENERAL INFORMATION
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Suppliers : |
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Customers : |
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No. of Employees : |
Information declined by the management
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Bankers : |
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Facilities : |
(Rs.
In Million)
|
|
Auditors : |
|
|
Name : |
Deloitte, Haskins and Sells Chartered Accountants |
|
Address : |
Indiabulls finance Centre, Tower 3, 27th – 32nd
Floor, Senpati Bapat Marg, Elphinstone Road (West), Mumbai - 400013,
Maharashtra, India |
|
Tel. No.: |
91-22-61854000 |
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Mobile No.: |
91-61854501/4601 |
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Memberships : |
Not Available |
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Collaborators : |
Not Available |
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Promoter /
Enterprise having significant Influence: |
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Promoter Group
company / Enterprise having significant Influence: |
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Promoter Group
company / Enterprise having significant Influence: |
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100% Subsidiary
Company: |
Tech Mahindra GmbH and its following 100% subsidiaries
Citisoft Plc. and its following 100 % subsidiary
Satyam Venture Engineering Services Private Limited and its following 100 % subsidiary
New vC Services Private Limited and its 100% subsidiary
Tech Mahindra Servicos De Informatica LTDA and its following 100 % subsidiaries
FixStream Networks Inc. and its 100% subsidiary Quexa Systems Private Limited
Tech Mahindra (Americas) Inc. and its following 100% subsidiary
|
|
|
|
|
67.12 % Subsidiary
Company: |
Comviva Technologies Limited and its following 100% subsidiaries
Comviva Technologies Nigeria Limited and its following 75% subsidiary
|
|
|
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|
51% Subsidiary
Company: |
|
|
|
|
|
100% subsidiary
Company of LCC: |
Lightbridge Communications Corporation and its following subsidiaries: Burgundy Holding Corporation
|
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|
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Associate of LCC: |
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|
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|
Associate Company |
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|
95% subsidiary
Company of LCC: |
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100% subsidiary of
Sofgen Holdings Limited: |
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100% subsidiary of
Sofgen SA: |
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100% subsidiary of
Sofgen Africa Limited: |
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Enterprise where
the Company is in a position to exercise control: |
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|
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|
Trust to hold the
fractional shares: |
|
|
|
|
|
Trust to administer
ESOP scheme (setup by erstwhile Mahindra
Engineering Services Limited): |
|
CAPITAL STRUCTURE
AS ON 31.03.2015
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
1,268,200,000 |
Equity Shares |
Rs.5/- each |
Rs.6341.000 Million |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
960,788,912 |
Equity Shares |
Rs.5/- each |
Rs.4804.000 Million |
|
|
|
|
|
NOTE:
Disclosure pursuant
Part I of Schedule III to the Companies Act, 2013
Reconciliation of the
number of equity shares outstanding at the beginning and at the end of the reporting
period:
|
Particulars |
March 31, 2015 |
|
|
|
Equity Shares |
|
|
|
Number |
Rs. In Million |
|
Shares outstanding at the beginning of the year |
233,472,886 |
2335.000 |
|
Shares Issued during the year |
2,572,284 |
24.000 |
|
Share issued on account of amalgamation |
4,259,011 |
43.000 |
|
Issue of bonus shares |
240,161,577 |
2402.000 |
|
Conversion on account of share split |
480,323,154 |
-- |
|
Shares outstanding at the end of the year |
960,788,912 |
4804.000 |
No. of shares held by
each shareholder holding more than 5 percent equity shares of the Company are
as follows:
|
Name of Shareholder |
March 31, 2015 |
|
|
|
No. of Shares held |
% of Holding |
|
Mahindra and Mahindra Limited |
256,248,704 |
26.67 |
|
TML Benefit Trust |
96,000,000 |
9.99 |
i) Pursuant to the Scheme of Amalgamation and Arrangement, Mahindra Engineering Services Limited (“MESL”) has been merged with the Company with effect from April 1, 2013. Further upon giving effect to the scheme, the authorised capital of the company was increased by Rs.150 million.
ii) Shareholders on March 10, 2015 approved the issue of bonus shares and share split and the Board of Directors fixed the record date as March 20, 2015.
By capitalisation of free reserves, issue of bonus shares in the ratio of one equity shares (bonus shares) for for every 1 equity share held by member(s) and share split in the ratio of 2 equity shares having face value of Rs.5 each against 1 equity share having face value of Rs.10 each held on the record date.
On March 21, 2015, the company allotted 240,161,577 equity shares (bonus shares) of Rs.10/- each, to be issued in the form of split shares of 480,323,154 of Rs.5/- each and also the balance outstanding shares as on the Record Date were converted into 480,323,154 equity shares of Rs.5 each fully paid-up. The Bonus shares were issued by capitalization of balance in the General Reserve amounting to Rs.2402.000 Million.
Basic and diluted earnings per share for the previous periods has been presented to reflect the adjustment for bonus share and split in accordance with Accounting Standard 20 Earnings Per Share.
iii) Aggregate number of fully paid-up equity shares allotted by way of bonus shares in the immediately preceding
five years ended March 31, 2015; 240,161,577 equity shares of Rs.10/- each fully paid-up equivalent to 480,323,154 equity shares of Rs.5/- each fully paid-up (previous period of five years ended March 31, 2014: Nil)
iv) Each equity share entitles the holder to one vote and carries an equal right to dividend.
v) The Company declares and pays dividends in Indian Rupees. The Board of Directors in their meeting held on May 26, 2015 proposed a final dividend of Rs.6 per equity share for year ended March 31, 2015. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting.
FINANCIAL DATA
[all figures are
in Rupees Million]
ABRIDGED
BALANCE SHEET
|
SOURCES
OF FUNDS |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
|
|
|
|
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
4804.000 |
2335.000 |
1281.000 |
|
(b) Reserves & Surplus |
107754.000 |
83551.000 |
40544.000 |
|
(c) Money received against
share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money
pending allotment |
3.000 |
15.000 |
3.000 |
|
Total
Shareholders’ Funds (1) + (2) |
112561.000 |
85901.000 |
41828.000 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
0.000 |
50.000 |
3000.000 |
|
(b) Deferred tax liabilities
(Net) |
0.000 |
0.000 |
2270.000 |
|
(c) Other long term
liabilities |
0.000 |
3741.000 |
0.000 |
|
(d) long-term provisions |
3293.000 |
3203.000 |
1692.000 |
|
Total
Non-current Liabilities (3) |
3293.000 |
6994.000 |
6962.000 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
0.000 |
0.000 |
8045.000 |
|
(b) Trade payables |
18331.000 |
14319.000 |
5644.000 |
|
(c) Other current liabilities |
8903.000 |
16980.000 |
8046.000 |
|
(d) Short-term provisions |
14773.000 |
10894.000 |
2060.000 |
|
Total
Current Liabilities (4) |
42007.000 |
42193.000 |
23795.000 |
|
|
|
|
|
|
Amount Pending Investigation
Suspense Account (Net) |
12304.000 |
12304.000 |
0.000 |
|
|
|
|
|
|
TOTAL |
170165.000 |
147392.000 |
72585.000 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
19485.000 |
17939.000 |
7133.000 |
|
(ii) Intangible Assets |
325.000 |
397.000 |
68.000 |
|
(iii) Capital work-in-progress |
5511.000 |
2640.000 |
284.000 |
|
(iv) Intangible assets under
development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
36309.000 |
22940.000 |
38075.000 |
|
(c) Deferred tax assets (net) |
2880.000 |
3109.000 |
944.000 |
|
(d) Long-term Loan and Advances |
10765.000 |
9406.000 |
4496.000 |
|
(e) Other Non-current assets |
1.000 |
157.000 |
0.000 |
|
Total
Non-Current Assets |
75276.000 |
56588.000 |
51000.000 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
4568.000 |
0.000 |
0.000 |
|
(b) Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade receivables |
42408.000 |
39278.000 |
13725.000 |
|
(d) Cash and cash equivalents |
18195.000 |
28263.000 |
2711.000 |
|
(e) Short-term loans and
advances |
17452.000 |
13480.000 |
3310.000 |
|
(f) Other current assets |
12266.000 |
9783.000 |
1839.000 |
|
Total
Current Assets |
94889.000 |
90804.000 |
21585.000 |
|
|
|
|
|
|
TOTAL |
170165.000 |
147392.000 |
72585.000 |
PROFIT
& LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
|
SALES |
|
|
|
|
|
Income |
191627.000 |
162951.000 |
60019.000 |
|
|
Other Income |
1245.000 |
703.000 |
-952.000 |
|
|
TOTAL
(A) |
192872.000 |
163654.000 |
59067.000 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Employee Benefit Expenses |
72012.000 |
69715.000 |
25138.000 |
|
|
Subcontracting Expenses |
64182.000 |
34012.000 |
15524.000 |
|
|
Other Expenses |
23167.000 |
23611.000 |
7573.000 |
|
|
Exceptional Items |
(613.000) |
(1200.000) |
0.000 |
|
|
TOTAL
(B) |
158748.000 |
126138.000 |
48235.000 |
|
|
|
|
|
|
|
Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION (C) |
34124.000 |
37516.000 |
10832.000 |
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
86.000 |
868.000 |
1090.000 |
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
34038.000 |
36648.000 |
9742.000 |
|
|
|
|
|
|
|
Less/
Add |
DEPRECIATION/
AMORTISATION (F) |
4733.000 |
4270.000 |
1570.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) BEFORE TAX (E-F) (G) |
29305.000 |
32378.000 |
8172.000 |
|
|
|
|
|
|
|
Less |
TAX (H) |
6743.000 |
5523.000 |
1647.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
22562.000 |
26855.000 |
6525.000 |
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
43856.000 |
27495.000 |
24068.000 |
|
|
|
|
|
|
|
Adjustments
on account of Amalgamation |
1140.000 |
(2396.000) |
0.000 |
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
Transfer from Debenture
Redemption Reserve |
(2972.000) |
(2366.000) |
1348.000 |
|
|
Final Dividend |
28.000 |
1.000 |
0.000 |
|
|
Tax on final dividend |
5.000 |
0.000 |
0.000 |
|
|
Dividend (Proposed) |
5765.000 |
4669.000 |
641.000 |
|
|
Tax on Dividend |
1173.000 |
794.000 |
109.000 |
|
|
Transfer to General Reserve |
0.000 |
5000.000 |
1000.000 |
|
|
Balance
Carried to the B/S |
63559.000 |
43856.000 |
27495.000 |
|
|
|
|
|
|
|
|
EARNINGS
IN FOREIGN CURRENCY |
|
|
|
|
|
Income from Services |
183669.000 |
155502.000 |
55497.000 |
|
|
Other Income |
23.000 |
0.000 |
3.000 |
|
|
Rent Received |
11.000 |
40.000 |
2.000 |
|
|
Interest Received |
153.000 |
18.000 |
7.000 |
|
|
TOTAL
EARNINGS |
183856.000 |
155560.000 |
55509.000 |
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
Components and spare parts |
223.000 |
129.000 |
8.000 |
|
|
Capital Goods |
2098.000 |
1498.000 |
293.000 |
|
|
TOTAL
IMPORTS |
2321.000 |
1627.000 |
301.000 |
|
|
|
|
|
|
|
|
Earnings
/ (Loss) Per Share (Rs.) |
|
|
|
|
Basic |
23.58 |
28.87 |
51.10 |
|
|
Diluted |
22.96 |
28.10 |
49.99 |
CURRENT MATURITIES
OF LONG TERM DEBT DETAILS
|
Particulars |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
Current Maturities of Long term debt |
0.000 |
3000.000 |
3000.000 |
|
Cash generated from operations |
27452.000 |
21703.000 |
8791.000 |
|
Net Cash Flow from / (used in) Operating Activities |
20685.000 |
12942.000 |
6421.000 |
QUARTERLY
RESULTS
|
PARTICULARS |
|
|
30.06.2015 1st
Quarter |
|
Audited
/ UnAudited |
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
49503.300 |
|
Total Expenditure |
|
|
42485.700 |
|
PBIDT (Excl OI) |
|
|
7017.600 |
|
Other Income |
|
|
3643.600 |
|
Operating Profit |
|
|
10661.200 |
|
Interest |
|
|
43.600 |
|
Exceptional Items |
|
|
353.600 |
|
PBDT |
|
|
10971.200 |
|
Depreciation |
|
|
1221.000 |
|
Profit Before Tax |
|
|
9750.200 |
|
Tax |
|
|
1581.800 |
|
Provisions and contingencies |
|
|
NA |
|
Profit After Tax |
|
|
8168.400 |
|
Extraordinary Items |
|
|
NA |
|
Prior Period Expenses |
|
|
NA |
|
Other Adjustments |
|
|
NA |
|
Net Profit |
|
|
8168.400 |
KEY
RATIOS
|
PARTICULARS |
|
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
Net Profit Margin (PAT / Sales) |
(%) |
11.77 |
16.48 |
10.87 |
|
|
|
|
|
|
|
Operating Profit Margin (PBIDT/Sales) |
(%) |
17.81 |
23.02 |
18.05 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
23.36 |
27.28 |
24.55 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.26 |
0.38 |
0.20 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.00 |
0.04 |
0.34 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.26 |
2.15 |
0.91 |
STOCK
PRICES
|
Face Value |
Rs.5.00/- |
|
Market Value |
Rs.559.45/- |
FINANCIAL ANALYSIS
[all figures are
in Rupees Million]
DEBT EQUITY RATIO
|
Particular |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Share Capital |
1281.000 |
2335.000 |
4804.000 |
|
Reserves & Surplus |
40544.000 |
83551.000 |
107754.000 |
|
Money received against share
warrants |
0.000 |
0.000 |
0.000 |
|
Share Application money pending allotment |
3.000 |
15.000 |
3.000 |
|
Net worth |
41828.000 |
85901.000 |
112561.000 |
|
|
|
|
|
|
long-term borrowings |
3000.000 |
50.000 |
0.000 |
|
Short term borrowings |
8045.000 |
0.000 |
0.000 |
|
Current maturities of
long-term debts |
3000.000 |
3000.000 |
0.000 |
|
Total
borrowings |
14045.000 |
3050.000 |
0.000 |
|
Debt/Equity
ratio |
0.336 |
0.036 |
0.000 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Sales |
60019.000 |
162951.000 |
191627.000 |
|
|
|
171.499 |
17.598 |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Sales |
60019.000 |
162951.000 |
191627.000 |
|
Profit |
6525.000 |
26855.000 |
22562.000 |
|
|
10.87% |
16.48% |
11.77% |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check list by
info agents |
Available in
Report (Yes/No) |
|
1 |
Year of establishment |
Yes |
|
2 |
Constitution of the entity -Incorporation
details |
Yes |
|
3 |
Locality of the entity |
Yes |
|
4 |
Premises details |
No |
|
5 |
Buyer visit details |
-- |
|
6 |
Contact numbers |
Yes |
|
7 |
Name of the person contacted |
No |
|
8 |
Designation of contact person |
No |
|
9 |
Promoter’s background |
Yes |
|
10 |
Date of Birth of Proprietor / Partners /
Directors |
Yes |
|
11 |
Pan Card No. of Proprietor / Partners |
No |
|
12 |
Voter Id Card No. of Proprietor / Partners |
No |
|
13 |
Type of business |
Yes |
|
14 |
Line of Business |
Yes |
|
15 |
Export/import details (if applicable) |
No |
|
16 |
No. of employees |
No |
|
17 |
Details of sister concerns |
Yes |
|
18 |
Major suppliers |
No |
|
19 |
Major customers |
No |
|
20 |
Banking Details |
Yes |
|
21 |
Banking facility details |
Yes |
|
22 |
Conduct of the banking account |
-- |
|
23 |
Financials, if provided |
Yes |
|
24 |
Capital in the business |
Yes |
|
25 |
Last accounts filed at ROC, if applicable |
Yes |
|
26 |
Turnover of firm for last three years |
Yes |
|
27 |
Reasons for variation <> 20% |
-- |
|
28 |
Estimation for coming financial year |
No |
|
29 |
Profitability for last three years |
Yes |
|
30 |
Major shareholders, if available |
Yes |
|
31 |
External Agency Rating, if available |
Yes |
|
32 |
Litigations that the firm/promoter
involved in |
Yes |
|
33 |
Market information |
-- |
|
34 |
Payments terms |
No |
|
35 |
Negative Reporting by Auditors in the
Annual Report |
No |
LITIGATION DETAILS
CASE DETAILS
BENCH:-BOMBAY
|
Presentation Date:- |
13/07/2015 |
|
|||||||
|
Lodging No.:- |
CEXAL/148/2015 |
Filing Date:- |
13/07/2015 |
Reg. No.:- |
CEXA/157/2015 |
Reg. Date:- |
20/08/2015 |
||
|
Petitioner:- |
THE PRINCIPAL COMMISSIONER OF SERVICE TAX, PUNE |
|
Respondent:- |
TECH MAHINDRA LIMITED |
|
BUSINESS
PERFORMANCE / FINANCIAL OVERVIEW
The
Company offers a full range of IT services and industry specific solutions to
its clients. The Company has partnered with several Fortune 100 companies to
deliver outstanding solutions across industries. The Company offers a bouquet
of services which includes Telecom Services, Consulting, Application
Outsourcing, Infrastructure Outsourcing, Engineering Services, BPO, Platform
Solutions and Mobile Value Added Services. With an impeccable track record of
delivery and strong alliances with leading technology and product vendors, the
Company serves 767 customers, including several of the Fortune 500 Companies.
The Company has 85 delivery centers and 49 sales offices spread over India and
abroad.
In
the fiscal year 2014-15 the Company’s consolidated revenues increased to
Rs.226213.000 Million from Rs.188314.000 Million in the previous year, a growth
of 20.1%. The growth during the year was led by acquisitions as well as organic
growth. The geographic split of revenue was balanced with 47% share of
Americas, 31% share of Europe, and 22% from Rest of the World. The consolidated
Profit before Interest, Depreciation, Tax and Exceptional Items was at
Rs.42594.000 Million, against Rs.42,968.000 Million in the previous year. The
consolidated Profit after Tax, amounted to Rs.26277.000 Million as against
Rs.30288.000 Million in the previous year. The number of customers increased
from 629 in the previous year to 767 at the end of fiscal year 2014-15.In
emerging areas of Big Data, Mobility Network, Cloud, Security, Platforms and
Engineering Services, Tech Mahindra is well placed with its breadth of service
offerings. The company has also progressed well in building intellectual property
through various Products and Services and Platforms. The Company is committed
towards building a synergistic relationship with its partners to enable,
deliver, complete and customized solutions to customers. During the year, Tech
Mahindra has developed an integrated program ‘BROP’ (Building Relationships and
Opportunities and Projects) program, which helps partner organizations and
customers to succeed. In summary, Tech Mahindra is well positioned in the
markets it serves with a broad range of service offerings and a diversified
customer base.
MERGER
During
the year, the Scheme of Amalgamation and Arrangement between the Company and
Mahindra Engineering Services Limited (MESL) got consummated on December 8,
2014. Subsequent to the Scheme of Amalgamation and Arrangement between MESL and
Tech Mahindra Limited becoming effective, the Board of Directors fixed December
17, 2014 as the Record Date for MESL Shareholders for issue of Tech Mahindra
Shares in the approved share swap ratio. This resulted in the issued capital of
the Company going up from 236 Million shares to 240 Million shares. The shares
swap got completed and the Stock Exchanges accorded their approval for trading
of the new shares effective January 8, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
Company
Overview
Subject
is a specialist in digital transformation, consulting and business
reengineering solutions and part of the US$16.9 billion Mahindra Group. Tech
Mahindra represents the connected world; offering innovative and
customercentric information technology (IT) services and solutions, enabling
Enterprises, Associates and the Society to Rise™. It’s a US$ 3.7 billion
company with 103,200+ professionals across 90 countries, delivering value to
over 767 global customers including Fortune 500 companies.
Tech
Mahindra’s revenue was at Rs.226210.000 Million (US$ 3,686 million) for the
financial year ended 31st March 2015, registering a growth of 20.1%
on YoY basis. The Company’s Profit after Tax (PAT) was at Rs.2,6280.00 Million
(US$ 427 million) for FY 2014-15. Tech Mahindra offers a full range of IT
services and industry specific solutions to help clients take advantage of
opportunities in spaces of Consulting, Enterprise and Communication solutions,
Digital Technologies, Networks, Platforms and reusable assets that connect
across many technologies to derive tangible business value. In its eventful
journey spanning over almost three decades, Tech Mahindra has transformed
itself from being a ‘Communications-focused’ to a ‘businesscentric’ IT powerhouse.
Today, Tech Mahindra is ranked amongst the Top 5 India registered IT service
providers and partners with several Fortune 500 companies to deliver
outstanding solutions across industries. Tech Mahindra is also amongst the Fab
50 companies in Asia as per the Forbes 2014 list. The company offers a bouquet
of services which includes Communications Services, Consulting, Application
Outsourcing, Network Services, Infrastructure Outsourcing, Engineering
Services, BPO, Platform Solutions and Mobile Value Added Services.
Tech
Mahindra has Principal offices in India, United States of America, United
Kingdom, Germany, Canada, Australia, Singapore, Malaysia, Philippines, Brazil
etc. The Company has an extensive global foot print with 49 sales offices and
85 delivery centres in 90 countries around the world. It has 767 active client
engagements. Tech Mahindra is a public limited Company, incorporated and
domiciled in India and has its registered office in Mumbai, Maharashtra, India.
It has primary listings on the National Stock Exchange of India Limited (NSE)
and the BSE Limited.
OUTLOOK
The
future of the global technology industry will be shaped by economic forces
especially in the advanced countries. As per the IMF global growth remains
moderate, with uneven prospects across the main countries and regions. It is
projected to be 3.5% in 2015 versus 3.4% growth of 2014. Relative to last year,
the outlook for advanced economies is improving, while growth in emerging
market and developing economies is projected to be lower, primarily reflecting
weaker prospects for some large emerging market economies and oil-exporting
countries. Factors like lower oil prices, exchange rate swings, and
country/region specific factors have affected the global activity in 2014 and
are still shaping the outlook. US is projected to grow ~3% in 2015 with
domestic demand supported by lower oil prices and an accommodative monetary
policy. Growth in eurozone is showing signs of pick up, supported by lower oil
prices, lower interest rates and weaker euro. Emerging markets may have a sub
duded growth rate largely due to a sharp drop in oil prices and lower prospects
from larger emerging markets and the growth rate may drop to ~4% as projected
by IMF. Despite this slowdown, emerging markets are still accounted for three
fourth of the global growth on 2014. Overall growth is projected to reach 3.5%
to 3.8% in 2015 and 2016.
As
the global economy improves and consumer confidence increases, investing in new
technologies, cloud computing, mobility and analytics, and innovation will
provide tremendous opportunities. As per NASSCOM, the Indian IT-BPM industry is
expected to reach digital revenues of US$ 300 billion by 2020. This opportunity
accounts for 12 -14% of the industry revenues. By FY 2016, NASSCOM expects the
industry to add revenues of US$ 20 billion to the existing revenues of US$ 146
billion. Export revenues are projected to grow by 12-14% and reach US$ 110-112
billion. Domestic revenues are expected to grow at a rate of 15 -17% and is
expected to reach US$ 55-57 billion during the year.
According
to Gartner, one of the world’s leading information technology research and
advisory companies, worldwide IT spending is set to shrink to US$ 3.66 trillion
in 2015, a 1.3% decrease from 2014 mainly due to the rising dollar. It expects
spending on data centre systems, enterprise software markets and telecom
services to increase as compared to 2014. IT services is projected to contract
slightly. The Gartner Worldwide IT Spending Forecast is the leading indicator
of major technology trends across the hardware, software, IT services and
telecom markets.
CORPORATE
INFORMATION:
Subject
operates mainly into two sectors i.e. Telecom business and Enterprise Solutions
business. The telecom business provides consulting-led integrated portfolio
services to customers which are Telecom Equipment Manufacturers, Telecom
Service Providers and IT Infrastructure Services, Business Process Outsourcing
as well as Enterprise Services (BFSI, Retail and Logistics, Manufacturing,
EandU, and Healthcare, Life Sciences, etc.) of Information Technology (IT) and
IT-enabled services delivered through a network of multiple locations around
the globe. The enterprise solutions business provides comprehensive range of IT
services, including IT enabled services, application development and
maintenance, consulting and enterprise business solutions, extended engineering
solutions and infrastructure management services to diversified base of corporate
customers in a wide range of industries
including
insurance, banking and financial services, manufacturing, telecommunications,
transportation and engineering services. The Company’s registered office is in
Mumbai, India and has over 140 subsidiaries across the globe.
SCHEME
OF AMALGAMATION AND ARRANGEMENT:
Pursuant
to the Scheme of Amalgamation and Arrangement (the “Scheme”) sanctioned by the
Honourable High Court of Andhra Pradesh vide its order dated June 11, 2013 and
the Honourable 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 CandS System Technologies Private Limited (CandS) a
wholly owned subsidiary of erstwhile Satyam, merged with the Company with
effect from April 1, 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 CandS have been transferred to and vested in the Company
with effect from April 1, 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 103 Million equity shares.
The
Company transferred, out of its total holding in Satyam as on April 1, 2011,
204 Million 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 CandS
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.
INDEX
OF CHARGES
|
S.NO. |
CHARGE ID |
DATE OF CHARGE
CREATION/MODIFICATION |
CHARGE AMOUNT
SECURED |
CHARGE HOLDER |
ADDRESS |
SERVICE REQUEST
NUMBER (SRN) |
|
1 |
10460436 |
19/11/2013 |
53,267.00 |
KOTAK MAHINDRA BANK LIMITED |
36-38A, NARIMAN BHAVAN, 227,D,, NARIMAN POINT,, M |
B89635106 |
|
2 |
10250318 |
03/11/2010 |
697,000,000.00 |
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMI |
6-3-1107 & 1108,RAJBHAVAN ROAD,SOMAJIGUDA, HYDERAB |
A98957442 |
|
3 |
10178332 |
14/02/2011 * |
3,000,000,000.00 |
IDBI BANK LIMITED |
IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHA |
B06377931 |
|
4 |
10144984 |
24/05/2010 * |
800,000,000.00 |
CITIBANK |
QUEEN'S PLAZA, S.P. ROAD, SECUNDERABAD, ANDHRA PRA |
A89785554 |
|
5 |
10141335 |
18/05/2009 * |
28,000,000.00 |
BANK OF BARODA |
6-1-84, SECRETARIAT ROAD, KHAIRATABAD, HYDERABAD, |
A62187539 |
|
6 |
10036409 |
25/02/2011 * |
6,500,000,000.00 |
IDBI BANK LIMITED |
DNYANESHWAR PADUKA CHOWK, F.C.ROAD, SHIVAJI NAGAR |
B07344930 |
|
7 |
90148013 |
22/08/2002 * |
45,000,000.00 |
BANK OF PUNJAB LTD |
NARIMAN POINT BRANCH, MITTAL COURT; 'B' WING; NAR |
- |
|
8 |
90121391 |
10/09/2001 * |
30,000,000.00 |
GLOBAL TRUST BANK LTD |
OXFORD PLAZA, S.D.ROAD, SECUNDERABAD, ANDHRA PRAD |
- |
|
9 |
90122681 |
05/03/1999 * |
70,000,000.00 |
CITI BANK N.A. |
SHAKTI TOWER, V FLOOR; 766 ANNA SALAI, CHENNAI, T |
- |
|
10 |
90121137 |
27/10/1997 |
220,000,000.00 |
BANK OF BARODA |
BIONPALLY BRANCH, MANOVIKAS NAGAR, SECUNDERABAD, |
- |
* Date of charge modification
CONTINGENT LIABILITIES:
(AS ON 31.03.2015)
i. Bank Guarantees / comfort letters/ corporate guarantee outstanding as at March 31, 2015: Rs.9,592.000 Million (March 31, 2014: Rs.9,761.000 Million).
ii. During the year ended March 31, 2015, the Company has given letter of support of USD 91 Million (Rs.5687.000 Million) to banks for loans availed by Lightbridge Communications Corporation (100% subsidiary of the Company).
iii. Outstanding Bill discounting as at March 31, 2015 Rs.2696.000 Million (March 31, 2014: Rs.Nil).
STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2015
(Rs. In Million)
|
Particular |
Quarter Ended |
|
|
30.06.2015 |
|
|
|
|
1 Income from Operations |
49503.300 |
|
2 Expenses |
|
|
a) Employee benefits expense |
18021.400 |
|
b) Travelling Expenses |
1105.300 |
|
c) Services rendered by Business Associates & Others |
18888.600 |
|
d) Depreciation and amortisation expense |
1221.000 |
|
e) Other expenses |
4470.400 |
|
Total Expenses |
43706.700 |
|
3 Profit from operations before other income and finance costs (1-2) |
5796.600 |
|
4 Other Income |
|
|
Exchange gain / (loss) |
853.300 |
|
Other Income |
2790.300 |
|
Total |
3643.600 |
|
5 Profit before finance costs (3+4) |
9440.200 |
|
6 Finance costs |
43.600 |
|
7 Profit after finance costs but before exceptional item and tax
(5-6) |
9396.600 |
|
8 Exceptional item - Income |
353.600 |
|
9 Profit before tax (7+8) |
9750.200 |
|
10 Tax expense Current Tax & Deferred Tax |
1581.800 |
|
11 Net Profit for the period (9-10) |
8168.400 |
|
12 Paid-up Equity Share Capital (Face Value of Share Rs. 5) |
480.700 |
|
13 Loan Funds - Listed Debentures |
|
|
14 Reserves excluding revaluation reserve |
|
|
15 Debenture Redemption Reserve |
|
|
16 Earnings Per Equity Share (Rs) (Before exceptional item) (not
annualised) |
|
|
- Basic |
8.13 |
|
- Diluted |
7.94 |
|
17 Earnings Per Equity Share (Rs) (After exceptional item) (not
annualised) |
|
|
- Basic |
8.50 |
|
- Diluted |
8.30 |
|
SR. NO. |
Particulars |
|
|
A |
PARTICULARS OF
SHAREHOLDING |
|
|
1 |
Public Share
Holding |
|
|
|
- Number of Shares |
608849788 |
|
|
- Percentage of Shareholding |
63.32 |
|
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 |
352693512 |
|
|
- Percentage of Shares (as a % of total shareholding of promoter and promoters group) |
100.00 |
|
|
- Percentage of Shares (as a % of total share capital of the Company) |
36.68 |
|
|
|
|
|
B |
Investors Complaints |
|
|
|
Pending at the beginning of the quarter |
0 |
|
|
Received during the quarter |
14 |
|
|
Disposed of during the quarter |
14 |
|
|
Remaining unresolved at the end of the quarter |
0 |
NOTE:
1. The quarterly results have been reviewed by the Audit Committee and taken on record by the Board of Directors in its meeting held on July 27, 2015.
2. Appeals against the merger order of Satyam Computer Services Limited
Pursuant to the Scheme of Amalgamation and Arrangement (the Scheme) sanctioned
by the Honorable High Court of Andhra Pradesh and the Honorable High Court of
Judicature at Bombay vide their respective Orders, Satyam Computer Services
Limited (Satyam) was merged with the Company w.e.f. April 1, 2011. The Scheme
came into effect on June 24, 2013.
Appeals against the said Order have been filed by 37 companies before the
Division Bench of the Honorable High Court of Andhra Pradesh, which are yet to
be heard.
One of the aforesaid companies has also appealed against the Order rejecting
the Petition for winding-up of the erstwhile Satyam. The matter has been
combined with the above appeals for hearing. Also refer notes 3.2 and 3.3
below.
3. Matters pertaining to erstwhile Satyam:
3.1. Investigation by authorities in India
In the letter dated January 7, 2009 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 and conducted inspections and
issued notices calling for information including from certain subsidiaries
which have been responded to.
On May 22, 2013, the ED has issued a show-cause notice to erstwhile Satyam for
contravention of provisions of the Foreign Exchange Management Act, 1999 (FEMA)
for alleged non-repatriation of ADS proceeds aggregating USD 39.2 Million. The
Company has responded to the show-cause notice.
Further, no new claims have been received which need any further
evaluation/adjustment/disclosure in the books of account, 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.
The CBI completed their investigation and filed their charge sheet naming 10
accused. On April 9, 2015, the Special Session Court in its Order in the
matter, has convicted all the 10 accused for offence punishable under various
sections of Indian Penal Code. Erstwhile Satyam (since merged with the Company)
was not an accused party and there were no proceedings initiated against it by
CBI on completion of their investigation.
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 (forensic investigation) and preparation of the
financial statements of erstwhile Satyam.
The forensic investigation covered accounting for the period from April 1, 2002
to September 30, 2008, being the last date up to which erstwhile Satyam
published its financial results prior to the date of the said letter. In
certain instances, the forensic accountants also 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 were
accounted in the financial statements of erstwhile Satyam for the financial
year ended March 31, 2009, on grounds of prudence. Since there was no further
information available with the Management even, after the lapse of more than
four years, the said amount was written off in the books of account of the
Company during the year ended March 31, 2014.
The forensic investigation was unable to identify the nature of certain alleged
transactions aggregating Rs. 12304.000 Million (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. Also
refer note 2 above and 3.3 below.
3.3. Alleged Advances
Consequent to the aforesaid letter, the erstwhile Satyam received letters from
37 companies requesting confirmation by way of acknowledgement for receipt of
certain alleged amounts by the erstwhile Satyam (referred to as alleged
advances). These letters were followed by legal notices from these companies
dated August 4/5, 2009, claiming repayment of the alleged advances aggregating
Rs. 12304.000 Million stated to be given as temporary advances. The legal
notices also claimed damages / compensation @18% per annum from the date of
advance till date of repayment. The erstwhile Satyam has not acknowledged any
liability to any of the 37 companies and has replied to the legal notices
stating that the claims are legally untenable.
The 37 companies have filed petitions/suits for recovery against the erstwhile Satyam
before the City Civil Court, Secunderabad (Court), with a prayer that these
companies be declared as indigent persons for seeking exemption from payment of
requisite court fees.
One petition where court fees have been paid, the pauper petition was converted
into a suit which is pending disposal. The petitions filed by remaining 36
companies are before the Court, at various stages of rejection of
pauperism/trial of pauperism/ inquiry to condone the delay in applications. In
one petition, the delay in submission of the petition has been condoned by the
Court and the Company has obtained an interim stay order from the Honorable
High Court of Andhra Pradesh, which has remanded the matter to the lower Court
directing to consider the application afresh.
Further in the course of the merger petition of erstwhile Satyam with the
company, the Honorable High Court based on the report of an independent firm of
Chartered Accountants appointed by the Honorable High Court and the 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, i.e. the alleged advances, 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 Honorable High Court in its Order, further held that in the absence of
Board resolutions and documents evidencing acceptance of unsecured loans, i.e.
alleged advances, 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 disclosing them as creditors and in disclosing
such amounts as 'Amounts pending investigation suspense account (net)’ in the
financial statements.
The Directorate of Enforcement (ED) is investigating the matter under the
prevention of Money Laundering Act, 2002 (PMILA) an directed the ershwile
Satryam 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), provisionally attaching certain Fixed Deposit accounts of the
Company then aggregating to Rs. 8220.000 Million for a period of 150 days. As
stated in the Order, the investigations of the ED revealed that Rs. 8220.000
Million constitutes 'proceeds of crime' as defined in the PMLA. The erstwhile
Satyam had challenged the Order in the Honorable High Court of Andhra Pradesh
by filing a Writ Petition (the Writ). The Honorable 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 had challenged
the interim order before the Division Bench of the Honorable High Court, which
was dismissed vide Order dated December 31, 2014 and the Honorable High Court
continued the stay granted.
A criminal case was filed by the ED before the Honorable XXI Additional Chief
Metropolitan Magistrate, Hyderabad cum Special Sessions Court (Trial court)
under the Prevention of Money Laundering Act, 2002 against erstwhile Satyam
along with 212 accused persons. In the complaint, the ED has alleged that the
Company has been involved in the offence of money laundering by possessing the
proceeds of crime and projecting them as untainted. The Company had challenged
the above complaint before the Honorable High Court of Andhra Pradesh which quashed
the criminal complaint against the Company vide its order dated December 22,
2014. On appeal, the Divisional Bench of the High Court, however passed an
interim order allowing the hearing for framing 'Charges’. A Special Leave
Petition was filed by the Company before the Honorable Supreme Court of the
India, which directed the Honorable High Court of Andhra Pradesh to dispose of
the Writ petition within a period of four months and further directed the Trial
court to defer the trial till the said Writ was disposed off.
In view of the aforesaid developments and also based on legal opinion, the
Management is of the view that the claim by the 37 companies for repayment of
the alleged advances, including interest thereon is not legally tenable and the
same has been reinforced.
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 Honorable 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)’,
which would be accordingly dealt with/reclassified as and when appropriate.
3.4. Provision for taxation
The erstwhile Satyam had accounted for provision for taxation for several prior
years aggregating Rs. 4989.200 Million (net of taxes paid) as at March 31, 2013
(before giving effect to its amalgamation with the Company), for which the
assessments are under dispute.
Subsequent to the amalgamation of erstwhile Satyam with the Company,
considering the professional advice obtained in the matter, the Management has
reevaluated the effects of the possible outcomes of the tax matters in dispute
relating to erstwhile Satyam and the estimated excess tax provision aggregating
Rs. 2266.000 Million, which has been written back during the year ended March
31, 2014. In the opinion of the Management the balance provision for taxation
carried in the books is adequate.
4. Exceptional item
a) Based on the Management’s assessment and improved financial performance of
Tech Mahindra GmbH, the Company as at June 30, 2015, has reversed the provision
for diminution in value of its investment in Tech Mahindra GmbH, which was provided
for in an earlier year, amounting to Rs. 353.600 Million.
b) During the quarter ended March 31, 2015, based on the Management’s
assessment and improved financial performance of Citisoft Pic, the Company had
reversed the provision for diminution in value of its investment in Citisoft
Pic, which was provided in earlier years, amounting to Rs. 612.700 Million.
5. Scheme of Amalgamation and Arrangement of Mahindra Engineering Services
Limited (MESL):
Pursuant to the Scheme of Amalgamation and Arrangement (the Scheme) sanctioned
by the Honorable High Court of Judicature at Bombay vide its Order dated
October 31, 2014, MESL, merged with the Company with effect from the appointed
date of April 1, 2013. The Scheme came into effect on December 8, 2014, the day
on which the order was delivered to the Registrar of the Companies, and
pursuant thereto the entire business and all the assets and liabilities,
duties, taxes and obligations of MESL have been transferred to and vested in
the Company with effect from April 1, 2013.
In accordance with the Scheme, the Company had, in December 2014, issued 5
Equity shares of Rs. 10 each fully
paid-up in respect of every 12 Equity shares of Rs. 10 each of MESL,
aggregating to 4259011 Equity shares as purchase consideration to the existing
shareholders of MESL. The Company has initiated the formalities to transfer the
title in respect of the contracts, agreements, etc. of MESL in its name.
6. Scheme of Amalgamation and Arrangement of Tech Mahindra BPO Limited and New
vC Services Private Limited:
The Board of Directors of the Company in their meeting held on May 26, 2015 has
approved the Scheme of Amalgamation and Arrangement under applicable provisions
of the Companies Act, 2013 of Tech Mahindra BPO Limited and New vC Services
Private Limited, both of which are wholly owned subsidiaries of the Company,
with the Company. The Appointed date of the Scheme is April 1, 2015.
7. Current tax expense for the quarter ended June 30, 2015 is net of excess
provision of Rs. 124.300 Million (net) (quarter ended June 30, 2014: Rs.4.500
Million) pertaining to earlier periods written back as the same is no longer
required.
8. Pursuant to issuance of bonus shares and split of Equity shares during the
quarter ended March 31, 2015, Basic and Diluted earnings per share for the
previous periods have been presented to reflect the adjustment for bonus share
and split in accordance with Accounting Standard 20 on 'Earnings Per Share’.
9. Figures of the quarter ended March 31, 2015 are the balancing figures
between audited figures in respect of the full financial year and published
year to date figures up to the third quarter of the respective financial year.
10. The results for the quarter ended June 30, 2015 include the results of MESL
after giving effect to the Scheme (refer note 5 above) and hence the same are
not strictly comparable with those of the previous / corresponding quarter/s.
11. Previous period figures have been regrouped/rearranged wherever necessary.
12. The qualification in the Auditors' Report for the quarter ended June 30,
2015 and Management response thereon;
The qualification in the Auditors’ report pertains to the following:
With respect to the matters described in Note 3.3 above, in the absence of
complete I 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 Million
(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 up to Rs. 12304.000 Million, 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.
FIXED ASSETS
·
Vehicle
·
·
·
Leasehold Improvements
·
·
Computers
·
Plant and Machinery
·
Furniture and Fixture
·
Intellectual Property rights
PRESS RELEASES
TECH MAHINDRA AND TRANSPORT SYSTEMS CATAPULT COLLABORATE TO DELIVER
INTELLIGENT MOBILITY SOLUTIONS
OCTOBER 7, 2015
Tech Mahindra, a specialist in digital transformation,
consulting and business re-engineering, has agreed to collaborate with
Transport Systems Catapult (TSC), to develop Intelligent Mobility solutions
that address the growing capacity, operational efficiency and interoperability
challenges faced by the UK supply chain and logistics industries. TSC is one of
nine elite technology and innovation centers established by Innovate UK.
The exclusive Memorandum of Understanding brings the two organisations together
for three years to collaborate on innovative solutions and business models in
the areas of Supply Chain; Freight and Logistics; and Big Data and Data
Analytics for the UK Intelligent Mobility market. The initial focus is on the
rail freight market, where there is a real need for mobility solutions, with
Network Rail predicting an additional 30% increase in rail freight by 2019 and
many existing lines already running at, or near, full capacity. The aim of the
partnership is to develop solutions that improve interoperability and create
efficient and seamless multimodal transports systems spanning road, rail, air
and sea.
As a part of the agreement, Tech Mahindra and TSC will hold workshops and
conduct research into the core areas of the freight and logistics industries.
The organisations will also form a consortium with SME and research
organisations to develop proof of concepts that will initially aid the UK but
which can then be commercialised globally through the TSC Catapult.
Mark Ruddy, Chief Operating Officer of Transport Systems Catapult, said:
"Transport in the UK is evolving rapidly, we need to draw together
disparate and multi-modal elements and move towards a complete "end to
end" service, across transport modes. This is the essence of Intelligent
Mobility but there is a lot to do to build and maintain the momentum required
for change. For example, there is a real need for improvement in the delivery
and performance of freight and logistics services in the UK and that includes
how we integrate with rail freight. By collaborating with Tech Mahindra we aim
to develop fresh thinking for this sector and deliver the evidence, technical
and business case demonstrations that will lead the way in improving the
seamless transfer of freight between transport modes - contributing to a more
efficient and connected industry."
CP Gurnani, Chief Executive Officer at Tech Mahindra
commented: "We are proud to be collaborating with an organisation such as
Transport Systems Catapult, who shares the same ethos and drive that Tech
Mahindra has in developing solutions for a better and more connected future. I
believe that the results of this collaboration will lead to innovative
solutions and business models that can be rolled out across the globe and lead
to greater efficiencies in the supply chain and freight industries.
Upendra Dhannadhikary, Vice President at Tech Mahindra said: -The market potential for Intelligent Mobility is predicted to reach £900bn per year by 2025 and by collaborating with Transports Systems Catapult we can achieve our common aim in developing a digital ecosystem to unlock the commercial potential of this evolution. We have decades of experience in providing global critical end-to-end solutions for the transport and logistics industry, with particular focus on rail transportation, and are looking forward to imparting this knowledge and developing it to meet the specific needs of the UK market. We are strong advocates of the importance of fostering innovation and, alongside our Innovation and Customer Experience Centre in Milton Keynes, look to leverage our presence in the UK and continue to contribute to local innovation.
#END#
About Tech Mahindra
Tech Mahindra represents the connected world, offering Consulting, Digital Transformation, Integrated Engineering, Business Services and Solutions, enabling Enterprises, Associates and the Society to Risen. We are a USD 3.8 billion company with 103,600+ professionals across 90 countries, helping 7SO+ global customers including several Fortune 500 companies. Our innovative services, platform, products, solutions and reusable assets connect across a number of technologies to deliver tangible business value to our stakeholders. Tech Mahindra is winner of Forbes 2014 Asia Fab SO, Deloitte Tech Fast SO, the CIO 100 among other awards.
We are part of the USD 16.9 billion Mahindra Group that employs more than 200,000 people across 100 countries. The Mahindra Group operates in key industries that drive economic growth, enjoying a leadership position in tractors, utility vehicles, information technology, financial services and vacation ownership.
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 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.64.78 |
|
UK Pound |
1 |
Rs.99.54 |
|
Euro |
1 |
Rs.73.08 |
INFORMATION DETAILS
|
Information Gathered
by : |
SUP |
|
|
|
|
Analysis Done by
: |
KAR |
|
|
|
|
Report Prepared
by : |
KVT |
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 |
|
--PROFITABILITY |
1~10 |
10 |
|
--LIQUIDITY |
1~10 |
9 |
|
--LEVERAGE |
1~10 |
9 |
|
--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 |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.