To the Members
The Directors hereby present the Twenty-Ninth Annual Report of your Company along withthe Audited Financial Statements for the Financial Year ended March 31 2020. TheConsolidated performance of the Company and its Subsidiaries has been referred to whereverrequired.
1. FINANCIAL RESULTS
(in Rs. Million)
| ||Standalone || ||Consolidated || |
|Particulars ||Year ended March 31 2020 ||Year ended March 31 2019 ||Year ended March 31 2020 ||Year ended March 31 2019 |
|Revenue from operations ||923.1 ||1076.3 ||2761.3 ||2994.1 |
|Other income ||18.4 ||24.5 ||17.5 ||28.5 |
|Employee benefits expense ||662.4 ||656.3 ||1992.4 ||2028.1 |
|Cost of technical sub-contractors ||21.8 ||26.7 ||417.1 ||479.3 |
|Other expenses ||165.9 ||291.3 ||306.9 ||442.7 |
|Profit before finance cost depreciation taxes amortization ||91.4 ||126.5 ||62.4 ||72.5 |
|Finance cost ||18.7 ||6.4 ||22.6 ||10.0 |
|Depreciation and Amortization expense ||61.5 ||17.4 ||70.4 ||18.9 |
|Exceptional Item ||599.3 ||- ||610.1 ||- |
|Profit Before Tax ||(588.1) ||102.7 ||(640.7) ||43.6 |
|Tax expense ||4.3 ||30.8 ||7.3 ||16.2 |
|Profit After Tax ||(592.4) ||71.9 ||(648.0) ||27.4 |
|Paid-up Equity Share Capital ||256.2 ||256.2 ||252.1 ||252.1 |
|Earnings Per Share (EPS) ||(23.12) ||2.81 ||(25.71) ||1.09 |
2. COMPANY AFFAIRS Standalone
On a Standalone basis your Company recorded revenue of Rs. 923.1 million as againstRs. 1076.3 million in the previous financial year. Mindteck's profit after tax stood at aloss of Rs. 592.4 million as against a profit of Rs. 71.9 million in the previousfinancial year. At an operating margin level Mindteck recorded EBITDA of Rs. 91.4 million(9.9%) during this financial year as against Rs. 126.5 million (11.75%) last year.
During the financial year under review your Company recorded Consolidated revenue ofRs. 2761.3 million as against Rs. 2994.1 million in the previous financialyear.
Of the Consolidated revenue that was recorded 57.14% is attributed to the US and thebalance pertains to the rest of the world.
Mindteck's Consolidated profit after tax for the financial year stood at a loss of Rs.648.0 million as against net profit of Rs. 27.4 million in the corresponding previousfinancial year. During the year ended March 31 2020 the Company recognised certainexpenses such as impairment losses (non-cash) amounting to Rs. 594.2 million on goodwillof investment in Mindteck Inc. and Mindteck Singapore Pte. Ltd. a provision onreceivables and intangible assets under a service concession arrangement amounting to Rs.15.9 million which are of exceptional nature and also made a provision on Input Credit onService Tax amounting to Rs. 18.0 million.
At an operating margin level Mindteck recorded EBITDA of Rs. 62.4 million (2.26%)during this financialyear as against Rs. 72.5 million (2.4%) last year.
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this report.
The Board has not recommended any dividend for the year ended March 31 2020.
4. BUSINESS FOCUS AND HIGHLIGHTS
Mindteck provides a unique blend of engineering value and technology know-how to atop-tier clientele of Fortune 1000 companies start-ups leading universities andgovernment entities around the globe. Since its establishment in 1991 the Company's nicheknowledge and expertise has led to engagements with industry leaders including the top 3Storage companies top 4 Medical Device companies top 5 Semiconductor companies and top7 Analytical Instrument companies.
In recent past the Company's legacy expertise in embedded systems enterpriseapplications testing and IT workforce augmentation has been augmented by growingcompetencies in cloud data services and IoT.
Mindteck has a strong track record of supporting clients with knowledge that matters tomaximise their R&D and technology investments and become future ready. The Companydelivers on a variety of requirements such as designing new products and reengineeringolder ones; conceptualising and developing test frameworks; automating and modernisingsystems; developing control and monitoring software; cloud migration and enablement ofapplications; data visualisation and analytics; wireless communications and sourcingdeploying and retaining top-notch IT talent.
The Company's best-shore delivery model' provides clients with a mix of onsiteoffshore near-shore offshore-onsite and other hybrid options across geographies forfaster and more efficient service delivery.
Current global alliances include Intel IoT Solutions Alliance IoT Global NetworkOracle Gold Oracle Cloud GE Digital Alliance and the Smart Cities Council India. TheCompany is also one of the Founding Members of The Atlas of Economic Complexity avisualisation tool for research developed by the Center for International Development(CID) at Harvard University.
In the Zinnov Zones ER&D Services Report 2019 Mindteck moved from Emerging NichePlayer rank to Emerging Expansive Player. It was also rated an Expansive Small and MediumEnterprise Service Provider in terms of specialisation scalability and client spread; anable service provider for large enterprises in the Enterprise Software Services segment;Niche and Emerging Player for services such as Platform Engineering and QualityAssurance. Additionally the Company moved to the Breakout zone in the Consumer SoftwareSegment and in Medical Devices and Semiconductor Service verticals.
Mindteck's cloud discipline covers an array of cloud-based IT services that deliversustainable software solutions to optimise clients' investments together withapplications to help ensure reduced IT infrastructure costs and increased flexibility. TheCompany's cloud infrastructure expertise includes offerings that span across multiplecloud environments such as private public and hybrid and cloud interop solutions such asmulti-cloud storage. Key focus areas include:
Hybrid Cloud Appliance: Custom stack that extends a client's local data centre toseamlessly connect with public cloud for on-demand dynamic provisioning of ITinfrastructure resourced by leveraging existing investments made by the user thusproviding resource optimisation for better TCO and improved ROI.
Interoperable Cloud Storage: SNIA/CDMI standards-compliant solution that helps inbuilding the right cloud storage strategy for business solutions that need high storagerequirements without compromising on security standards and performance requirementswhile also addressing low-cost storage needs.
Business Data Analytics: Mindteck has built a solution hosted on Amazon EC2 thatleverages cloud infrastructure to provide the best analytical solutions in terms ofdashboard custom reports and data mining capabilities.
Cloud Migration: Services to move applications/ infrastructure and data to thecloud platform e.g. Amazon Web Services (AWS) and Microsoft Azure.
Application Development and Deployment: At platform such as Azure and AWS as IaaS.
IoT Framework: Developing a system to connect the interrelated computing devicesmechanical and digital machines and the ability to transfer data over a network to AWS andAzure. Security and Compliance: Security and compliance for the health care domain.
Cloud Testing Competencies:
Application: Testing on the whole cloud for system function validationintegration regression testing end-to-end business workflows browser compatibility aswell as performance and scalability evaluation.
Network: Testing different network bandwidths protocols and successful transfer ofdata through network cloud and network connectivity latency and packet loss.
Infrastructure: Testing for disaster recovery backups and failure availabilitysecure connection and storage policies.
Performance and Scalability: Testing multiple user actions and disruptions due toscaling; load and stress conditions with increased traffic; multi-tenancy; scalabilityunder different conditions.
Security: Testing for authorisation and authentication data encryption integrityaccessibility security settings for firewall VPN among others.
Migration: Data migration and live upgrade testing.
Highlights for 2019 are as follows:
A multi-year cloud transition-based engagement with a leader in workforce managementsolutions. The project requires a skilled team in cloud modern application architectureand automation to improve performance and operational efficiency of the application priorto porting.
Deployment of teams of technical engineers for a cloud application migration factorywith a large system integrator across North America. The teams helped to scaleaccelerate and standardise the cloud migration and application transformation through apredefined and repeatable process.
Deepened relationships with existing storage clients by supporting them in the areas ofhyperconverged infrastructure and multi-cloud storage.
Mindteck's data services discipline encompasses aggregation visualisation andanalytics. Features include advanced predictive and prescriptive analytics usingtechnologies such as machine learning (ML) and artificial intelligence (AI); structuredand unstructured data standard and dynamic reporting: dashboards; multiple toolsincluding Power BI Tableau Pentaho and Python.
Notable projects for the year are as follows:
Collaborating on providing AI and big data solutions to a large technology company inthe US.
Provided Business Intelligence (BI) on growth sales and revenue progress for variousmanagement divisions of a client that is a leader in analytical technologies.
Developing solution accelerators and proof of concept projects in AI/ML for complexequipment data integration by semiconductor capital equipment companies and waterfabrication plants.
Internet of Things (IoT)
Mindteck's IoT discipline encompasses connectivity hardware including gateways;engineering system integration and deployment services and consulting. Solution areasinclude:
Building and energy management: lighting controller thermostat gateway mobileapplication energy analytics.
Lighting environmental sensors and controllers: wireless connectivity stack supportenvironmental monitoring.
Smart devices: streetlight control vehicle parking healthcare and energy.
Industry 4.0: productivity improvement asset tracking monitoring and control forpredictive analytics.
During 2019-20 the Company undertook several initiatives to fulfil Industry 4.0requirements. These included providing monitoring and sensing solutions for improvedproductivity and efficiency as well as cost reduction; also the development of advancedmobile applications for connectivity to both IoT devices and the cloud. Additionally theIoT gateway one of the key components for connecting the data streaming edge devices tothe cloud is now being offered as a solution component with network and data security.Other solutions also include Bluetooth Low Energy (BLE) Asset Tracking for productivityenhancement and Wireless and Digital Addressable Lighting Interface (DALI) controllersolutions for smart lighting product manufacturers.
The Company is currently providing 24/7 global solutions and support for a largeenterprise that delivers secure connectivity for mobile and IoT devices.
Mindteck's end-to-end product engineering discipline encompasses core competencies inembedded design; application development support and maintenance; product lifecyclemanagement; system integration; reengineering sustenance and optimisation; mobility.
Product conceptualisations feasibility studies and prototyping are also part of thesolutions offering.
A pool of domain-specific trained engineers with the necessary skillsets workseamlessly as an extended engineering team to help maximise client teams' potential fornew product development while also enhancing existing products.
Important projects for 2019-20 include:
Collaborated with a long-standing client to create product engineering solutions forthe debut of a new AV room product for a global leader in advanced workplace technology.The product provides integrators with high value plug and play capabilities for expandingclassrooms and smaller meeting space business.
Provided a team of engineers to build process equipment solutions to overcome technicaland cost barriers for a customer in the semiconductor industry.
Established a software support offshore team for a
UK energy efficiency solutions company with a Dubai-based solar photovoltaic (PV)client. The engagement included the design development and maintenance of a set oftelemetry services for reading remote generation/export meters and pyranometers aback-end server component a front-end web-based GUI and a set of hybrid mobileapplications for Android iOS and Windows platforms.
Extended a five-plus year partnership with a leading UK medical device company in thearea of radiation therapy.
Developed multi-tenant platform solutions which extracts real-time data for integrationand also is scalable to meet the high volume demand of mobile environments.
Won a multi-year project with a unified workforce management solutions company to helpdrive automation on multiple platforms port an existing application and improve itsperformance as well as develop and implement modern application architecture.
Mindteck's hallmark end-to-end testing discipline encompasses manual black box testingtest automation security/penetration tests regression testing performance testingprototype testing unit testing multilingual and business/user acceptance testing.
Over the years the Company has supported most clients with one or a multitude of testservices specifically for web mobile embedded device and other applications; networks;hardware and firmware; databases; web services; cloud; connectivity; interoperability.Mindteck's niche knowledge for domain-specific testing such as for data storage is alsoa core strength.
Highlights for 2019-20 include:
Three-year project for complete test framework development and product platformautomated testing for a leading cloud software and hyperconverged infrastructure solutionsclient.
Multiple-year engagement involving manual automation and cloud testing for a Fortune500 storage technology client.
Developing and testing embedded system drivers for a leading life sciences client.
Migrated a manual test environment to script-based automation to help a life sciencescompliance client scale development and lower cost.
Systemic and functional testing for a new high-performance shared file service clouddata and management services client.
Change in Nature of Business
There were no changes in the Nature of Business of the Company during the year.
During the year Mindteck's Quality Team took steps to strengthen the qualitymanagement framework by initiating a process transformation programme geared towardsassuring consistent delivery of quality products and services in a timely manner. To datethere has been significant progress processes were transformed using Lean concepts ETVXand Swim Charts and more than 20 guidelines and 40- plus templates and forms wereintroduced. Aside from comporting with the latest international standards and frameworksfacilitates processes automation using contemporary tools this programme will go a longway toward enhancing quality and increasing productivity.
The Company continues to assess its process effectiveness through reputed externalaudit firms. In February 2020 the British Standards Institution (BSI Group) conducted anExternal Recertification audit for ISO 27001:2013 (Information Security Standard) and ISO13485:2016 (Medical Devices). Both certificates have since been received and are validuntil 22 March 2023. As part of the assessment ISO 9001:2015 and ISO/IEC 20000-1:2011surveillance audits were also successfully completed.
Repeat business and consistently high and stable customer satisfaction reported acrossgeographies remain a testament to the company's product and service quality. The journeyshall continue with the same enthusiasm and rigor in the coming years with a sharp focuson automation and breakthrough improvements to provide better value to our esteemedcustomers.
Mindteck has local offices in the US Canada UK Singapore Malaysia PhilippinesBahrain Germany and India. The Company has two development centres equipped with R&Dlaboratories in India (Bengaluru and Kolkata). The infrastructure also includes space forworkstations conference rooms meeting rooms and a world-class communication system. In2019 the Company opened a second office in the Whitefield area of Bengaluru. It hasstate-of-the-art infrastructure with seating for talented application support testing anddevelopment teams working primarily in storage and cloud technology.
On March 31 2020 Mindteck had seven wholly-owned subsidiaries: Mindteck Inc. (US)Mindteck Middle East Limited S.P.C. (Bahrain) Mindteck Software Malaysia SDN. BHD.(Malaysia) Mindteck Singapore Pte. Ltd. (Singapore) Mindteck (UK) Limited (UK) ChendleHoldings Limited (British Virgin Islands) and Hitech Parking Solutions Private by ahybrid Limited (India). Mindteck (UK) Limited has one subsidiary Mindteck Germany GmbH(Germany) Mindteck Singapore Pte. Ltd. has one subsidiary Mindteck Solutions PhilippinesInc. (Philippines) and Mindteck Inc. has one subsidiary Mindteck Canada Inc. (Canada).
The Consolidated Financials have been audited and form part of this Annual Report. Thefinancials of the subsidiaries have also been audited by the respective Auditors. TheConsolidated Financials have been prepared and audited in strict compliance with theapplicable Accounting Standards and SEBI (Listing Obligations and Disclosure theprogramme. Requirements)Over Regulations30 2015. All information including
(c) total assets
(d) total liabilities
(e) details of investment (except in case of investment in the subsidiaries)
(g) profit before taxation
(h) provision for taxation
(i) profit after taxation and
(j) proposed dividend as directed by the Ministry of Corporate Affairs has beendisclosed in the Consolidated
Financial Statement. Financial Highlights with the Indian rupee equivalent of thefigures given in the foreign currency along with the exchange rate as on closing day ofthe financial year and the statement pursuant to Section 129 (3) of the Companies Act2013 in Form AOC-1 forms part of this Board's Report as Annexure-1.
Further the Company undertakes that the annual accounts of the Subsidiary Companiesand the related detailed information will be made available to any investor seeking suchinformation at any point of time.
The annual accounts of the Subsidiary Companies and related information will also bekept for inspection by any investor at Mindteck's registered office. The soft copy ofaccounts is available on the Investors section of Company's website www.mindteck.com. TheHolding as well as Subsidiary Companies regularly file the applicable data to variousregulators and government authorities as and when required.
None of the Subsidiaries Joint Ventures or Associate Companies except MindteckNetherlands B.V. (Netherlands) a subsidiary of Mindteck (UK) Limited ceased during theyear.
8. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered during the financial year were on an arm'slength basis and in the ordinary course of business. There were no material Related PartyTransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons and their relatives except with its wholly-owned subsidiaries.The particulars of such contracts or arrangements with related parties are attached in Annexure-2.
During the financial year your Company entered into urgent non-material legal servicesmatters with CounsePro Compliance at which a Partner is a relative of an IndependentDirector of the Company.
No material litigation was outstanding as on March 31 2020.
The Company has one recovery suit filed in the year 2013 in connection with advancepayment made for office premises not occupied by the Company.
10. CHANGES TO SHARE CAPITAL
The Company has not issued any Equity Shares during FY 2019-20. Hence there was nochange in the Share Capital compared to the previous financial year. The issuedsubscribed and paid up Equity Share Capital was Rs. 256218980 as on March 31 2020.
11. FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as on the Balance Sheet date.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees or Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the Financial Statements provided in the Annual Report.
13. TRANSFER TO RESERVES
During the financial year the Company did not transfer any amount to its reserves.
As per Section 152 of the Companies Act 2013 Mr. Yusuf Lanewala retires by rotationas Director in the ensuing Annual General Meeting and being eligible offers himself forre-appointment. A brief resume of Mr. Yusuf Lanewala is included in the Annexure to theNotice of the Annual General Meeting. Ms. Prochie Sanat Mukherji an Independent Directorof the Company was appointed for five (5) years effective from April 28 2015 and herterm ended on April 27 2020. The Board of Directors have re-appointed Ms. Prochie SanatMukherji who fulfils the requisite criteria of an Independent Director for a second termof five (5) years effective from April 28 2020 as recommended by the Nomination andRemuneration Committee and subject to the approval of the Members of the Company in theensuing Annual General Meeting.
Mr. Anand Balakrishnan was appointed as an Additional Director on February 14 2020 andwas subsequently elevated to the position of Managing Director and Chief effect from March01 2020 for Executive a period of three (3) years. The Resolution seeking the approval ofMembers for appointment and payment of remuneration to Mr. Anand Balakrishnan as ManagingDirector and Chief Executive Officer forms Notice for the 29th Annual GeneralMeeting. A brief resume of Mr. Anand Balakrishnan is included in the Notice for the AnnualGeneral Meeting.
During FY 2019-20 Mr. Sanjeev Kathpalia ceased to be Managing Director and ChiefExecutive upon completion of his tenure w.e.f. March 01 2020.
He continued to be a Non-Executive Director until his resignation from the Company onMarch 12 2020. The Board places on record its sincere gratitude for his fruitfulassociation with the Company.
Declarations by Independent Directors
All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Regulation 16(1)(b) and 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Sub-sections 6 and7 of Section 149 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has carried out an annualperformance evaluation of the Board Individual Directors as well as Committees andChairperson.
The Company places great emphasis on the principle of diversity including genderdiversity. Diversity throughout the organisation makes great business sense. The Companymaintains that appointments to the Board should be based on merit as well as complementand expand the skills knowledge and experience of the Board as a whole.
Policy on Directors' Appointment and Remuneration
Mindteck has an appropriate mix of Executive Non-Executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on date the Board consists of eight Directors one of whom is ManagingDirector and CEO; two are Non-Executive; and five are Independent Directors including onewoman Director. The Board periodically evaluates the need for change in its compositionand size. The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters is provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board and uploaded on the Company's website (www.mindteck.com). Weaffirm that the remuneration paid to the Directors is as per the requirements of theCompanies Act 2013.
Number of Meetings of the Board
The Board met four times during the Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween two meetings was within the limit prescribed by the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Vigil Mechanism/Whistleblower Policy
The Company has established a Whistleblower Policy for Directors Employees and otherStakeholders to report their genuine concern and the said policy is attached as per Annexure-3.
Constitution of Internal Compliance Committee
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
At the 26th Annual General Meeting held on August 11 2017 Members of the Companyappointed Statutory Auditor S.R. Batliboi & Associates LLP Chartered Accountants(Firm Registration No. 101049W/E300004) Bengaluru for a period of five (5) years whoshall hold the office up to the conclusion of the 31st Annual General Meeting. During theyear the Statutory Auditor confirmed its eligibility and independence criteria to holdoffice.
CS S Kannan a Practicing Company Secretary was appointed to conduct the SecretarialAudit of the Company for FY 2019-20 as required under Section 204 of the Companies Act2013 and Rules thereunder. The Secretarial Audit Report for FY 2019-20 forms part of thisBoard's Report as Annexure-4.
The maintenance of cost records as specified by the Central Government underSub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany and accordingly such accounts and records are not maintained.
The Board noted the reports provided by the Statutory Auditor and Secretarial Auditorand confirmedthat there are no qualifications reservations or adverse remarks.
16. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is attached as Annexure-5 to thisBoard's Report.
17. SIGNIFICANT AND MATERIAL ORDERS
There were no significant the Regulators the Courts or Tribunals impacting the goingconcern status and the Company's operation in the future. The details of Tax Matters aredisclosed in the Standalone Financial Statements.
18. INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of the reliable financialdisclosures.
19. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME
Mindteck has an established familiarisation programme for its Independent Directors.The business heads Managing Director and CEO Delivery Head Chief Financial Officer andthe Company Secretary make presentations on business models nature of industry and itsdynamism the roles responsibilities and liabilities of Independent Directors. Furtherupdates on business statutory law and industry are made available to IndependentDirectors especially to the Audit Committee members on an ongoing basis by internal teamsand Statutory and Internal Auditors on a quarterly basis.
20. PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure-6 to this Board's Report.
The list of employees who were employed throughout the financial year and in receipt ofremuneration of Rs. 102 lakhs or more or employed for part of the year and in receipt ofRs. 8.50 lakhs or more per month and the List of Top 10 employees under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are on thefollowing page.
Top 10 employees of the Company based upon the remuneration drawn during FY 2019-20
|Employee Name ||Designation ||Remuneration Received (in Rs.) ||Nature of Employment ||Qualification || |
Experience (in years)
Date of Commencement of Employment
|Age ||Last Employment ||Percentage of Equity shares held by the employee in the Company || |
Any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager
|Sanjeev Kathpalia(1) ||Managing Director and CEO ||11403150 ||Contractual || |
B.Tech (IIT) MBA (IIM)
|38 ||01-Mar-17 ||67 ||Senior Advisor to the Prime Minister (Republic of Turkey) ||0.03% ||NO |
|(2) Anand Balakrishnan ||Managing Director and CEO ||9644219 ||Contractual ||CA and CPA ||27 ||30-Jan-19 ||47 || |
Wipro GE Healthcare Private Limited
|0.03% ||NO |
|Surjit Lahiri ||Vice President - Technology ||4820379 ||Employee ||B. Tech ||28 ||29-Mar-05 ||50 ||Novellus India Pvt Ltd ||0.03% ||NO |
|(3) Santhosh Sampige Nagaraj ||Senior Vice President Sales ||4431504 ||Employee ||BE ||22 ||25-Jun-18 ||46 ||Trianz Inc. ||NIL ||NO |
|Arup Banerjee ||Senior Vice President Global Delivery and Practices ||4593480 ||Employee ||BE and M. Tech ||31 ||08-Jul-11 ||54 ||Wipro Limited ||0.04% ||NO |
|Prashanth Idgunji(4) ||Chief Financial Officer Vice President ||4493175 ||Employee ||CA and CPA ||33 ||28-Aug-17 ||55 || |
Liquid Hub India Private Limited Diligent Media
|NIL ||NO |
|Shivarama Adiga S. ||Legal and Company Secretary ||4292140 ||Employee ||C.S M.Com and LLB ||42 ||18-Mar-13 ||61 ||Corporation Limited ||0.03% ||NO |
|Shreerama Muniyoor(5) ||Senior Vice President Delivery ||3981886 ||Employee ||MSc ||23 ||25-Jun-18 ||49 ||Mindtree Limited ||NIL ||NO |
|Shanthala Parampalli(6) ||Practice Head RPA & AI ||3654605 ||Employee || |
PGD (Software Engineering)
|27 ||25-Jun-18 ||51 ||Epsilon ||NIL ||NO |
|Ramachandra M S(7) ||Chief Financial Officer ||3203591 ||Employee ||CA and DipIFR ||14 ||01-Jul-19 ||41 ||Spera Management Group ||NIL ||NO |
(1) Part of the year; ceased to be Managing Director and CEO w.e.f. March 01 2020.
(2) Appointed as Managing Director and CEO w.e.f. March 01 2020.
(3) Part of the year; resigned on March 27 2020.
(4) Part of the year; resigned on July 29 2019.
(5) Part of the year; resigned on February 24 2020.
(6) Part of the year; resigned on March 13 2020.
(7) Part of the year; appointed as VP-Finance on July 01 2019 and elevated to ChiefFinancial Officer w.e.f. March 01 2020.
List of employees who were employed throughout the financial year and in receipt ofremuneration of Rs. 102 lakhs or more or employed for part of the year and in receipt ofRs. 8.50 lakhs or more per month
|Employee Name ||Designation || |
Remuneration Received (in Rs.)
|Nature of Employment || |
Experience (in years)
|Date of Commencement of Employment ||Age ||Last Employment ||Percentage of Equity shares held by the employee in the Company ||Any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager |
|Sanjeev ||Managing ||11403150 ||Contractual || |
B.Tech (IIT) MBA (IIM)
|38 ||01-Mar-17 ||67 || |
Senior Advisor to the Prime Minister
|0.03% ||NO |
|Kathpalia(1) Anand || |
Director and CEO Managing
| || || || || || ||(Republic of Turkey) Wipro GE || || |
|(2) Balakrishnan || |
Director and CEO
|9644219 ||Contractual ||CA and CPA ||27 ||30-Jan-19 ||47 ||Healthcare Private Limited ||0.03% ||NO |
(1) Part of the year; ceased to be Managing Director and CEO w.e.f. March 01 2020. (2)Appointed as Managing Director and CEO w.e.f. March 01 2020.
21. COMMITTEES OF THE BOARD
Currently the Board has four Committees: Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders RelationshipCommittee.
A detailed note on the Board and its Committees is provided under the CorporateGovernance report in this Annual Report. The composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of duties responsibilities and activities |
|Audit Committee ||Mr. Jagdish Dayal Malkani Chairman ||The Committee oversees the Company's financial reporting process and disclosures of its financial information to ensure |
| ||Mr. Satish Menon Member ||accuracy and reliability. |
| ||Mr. Guhan Subramaniam Member ||The Company has adopted the Whistleblower Policy for Directors Employees and other Stakeholders to report concerns about unethical behavior actual or suspected fraud |
| ||Mr. Meenaz Dhanani Member ||or violation of the Company's Code of Business Conduct and Ethics. The Whistleblower Policy is attached as Annexure-3 to this Board's Report. |
| || ||In accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has formulated policies on related party transactions and material subsidiaries. The policies including the Whistleblower Policy are available on the Company's website. |
|Nomination and Remuneration ||Ms. Prochie Sanat Mukherji Chairperson ||The Committee oversees and administers executive compensation operating under a written charter adopted by |
|Committee ||Mr. Yusuf Lanewala Member ||the Board of Directors. |
| ||Mr. Meenaz Dhanani Member ||The Committee has designed and continuously reviews the compensation program for the Managing Director and senior |
| ||Mr. Subhash Bhushan Dhar Member ||executives to align both short-and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. |
| || ||The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in order to attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align senior employee compensation. |
| || ||The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded on the Company's website (Weblink: https://www.mindteck.com/assets/investor_pdf/Nomination_ Remuneration_Policy.pdf). |
16 Mindteck 201920 Annual Report
|Name of the Committee ||Composition of the Committee ||Highlights of duties responsibilities and activities |
|Corporate Social ||Mr. Yusuf Lanewala Chairman ||The Board has laid out the Company's policy on Corporate |
|Responsibility Committee ||Ms. Prochie Sanat Mukherji Member ||Social Responsibility (CSR). The CSR activities of the Company are carried out as per the instructions of the Committee. |
| ||Mr. Subhash Bhushan Dhar Member ||The Company allocates 2% of its average net profits of three years immediately preceding the financial year for CSR activities to various beneficiaries. |
| || ||Financial data pertaining to the Company's CSR activities to various beneficiaries for the FY 2019-20 is attached under the prescribed format in Annexure -7 to the Board's Report. |
| || ||The contents of the CSR policy are available on the Company's website (Weblink: https://www.mindteck.com/assets/investor_ pdf/CSR_Policy.pdf) |
|Stakeholders Relationship ||Mr. Meenaz Dhanani Chairman ||The Committee reviews and ensures redressal of investor grievances. |
|Committee ||Mr. Yusuf Lanewala Member ||The Committee notes all investors grievances and takes |
| ||Mr. Subhash Bhushan Dhar Member ||suitable action accordingly. |
| ||Ms. Prochie Sanat Mukherji Member || |
22. RISK MANAGEMENT
The Company has a robust Enterprise Risk Management (ERM) framework to identify andevaluate business risk opportunities. This framework seeks to create transparencyminimise adverse impact on business objectives and enhance the Company's competitiveadvantage. The business risk policy defines management approach across the enterprise atvarious levels including documentation and reporting. The model has different modes thathelp in identifying risk trends exposure and potential impact analysis at a Company leveland also separately for different business segments.
The Company has identified various risks and also has mitigation plans for each riskidentified.
23. CORPORATE GOVERNANCE REPORT
Mindteck recognises good Corporate Governance and is committed to sound corporatepractices based on conscience openness fairness professionalism and accountability forthe benefit of its stakeholders and for long-term success. Mindteck adheres to thestandards set by SEBI for Corporate Governance practices as per SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and a report on Corporate Governancepursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this report in Annexure-8.
The details of the Directors' remuneration are disclosed in Para VI of Annexure-5of this Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis is part of this Annual Report.
25. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by the Company the Directors made the following statements in termsof Section 134 (3) (c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; the risk
b. that such accounting policy as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently. Judgment and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2020 and of the loss of the Company for the yearended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
26. CSR INITIATIVES
We Care is Mindteck's brand experience framework which encompasses honouring theCompany's commitments and making a lasting difference internally throughout theorganisation as well as externally to clients partners and communities. The cornerstonesof the framework are Knowledge Opportunity Advocacy Inclusion Goodwill and Respect.
Care is rooted in the ways the Company engages and enables and fundamental to buildingand nurturing relationships championing others as well as stewarding community causes.We Care Ambassadors represent the Company's brand and in concert with others in theCompany work to ensure a positive experience. This includes but is not limited tofostering a caring culture and business approach.
Mindteck's Corporate Social Responsibility (CSR) commitment is part of We Care. Webelieve that through our successes around the globe we should give back in kind and deed.We do what we can to create shared value and steward our resources to create hopefultomorrows for others.
Core pillars of Mindteck's CSR endeavours are Global Education and Local TargetedGiving. We believe in the empowerment of knowledge and how it helps to bring positivechange and stability to society as a whole; we also know that giving to localorganisations that embrace the interests and values of the communities we serve buildsstronger communities and makes business sense. During FY 2019-20 more than 2% ofMindteck's previous three years' average net profits were allocated towards the followingIndia initiatives: Gandhi Old Age Home: Mindteck purchased and installed a solartransformer and panel to provide residents uninterrupted power supply.
Mantra Social Services: As in the past Mindteck contributed towards theSchool Readiness Program' for Early Childhood Education (ECE).
27. MINDTECK EMPLOYEES STOCK OPTION SCHEMES
Mindteck believes in the policy of enabling Mindteckers to participate in the ownershipof the Company and share in its wealth creation as they are responsible for the Managementgrowth and success of the Company. The Company has three Employees Stock Option Schemes:Mindteck Employees Stock Option Scheme 2005 Mindteck Employees Stock Option Scheme 2008and Mindteck Employees Stock Option Scheme 2014.
a. Mindteck Employees Stock Option Scheme 2005
During the year ended March 31 2020 under this Scheme the Company granted 50000options on
August 13 2019 at an exercise price of Rs. 36.40 per share to an eligible employee.There has been no variation in the terms of ESOP Scheme during the year.
b. Mindteck Employees Stock Option Scheme 2008
No options were granted under this Scheme. There has been no variation in the terms ofthe ESOP Scheme during the year.
c. Mindteck Employees Stock Option Scheme 2014
No options were granted under this Scheme. There has been no variation in the terms ofESOP Scheme during the year.
Details of the Employees Stock Option Schemes as required under Regulation 14 of SEBI(Share Based Employee Benefits)Regulations 2014 are displayed on the website of theCompany. (Weblink: https://www.mindteck.com/assets/investor_pdf/Disclosures-pursuant-to-SEBI-Regulations-2014.pdf)
28. MINDTECK EMPLOYEES WELFARE TRUST
The Mindteck Employees Welfare Trust was set up in the year 2000 to implement theCompany's Share Incentive Scheme. As on March 31 2020 the said Trust holds 416000shares of the Company and has not yet transferred any shares to the Company's employeesunder the said scheme.
29. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE AND OUTGO
Particulars that are required to be disclosed under SubSection (3)(m) of Section 134 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 are set out in Annexure-9included in this Report.
The Directors place on record their appreciation of cooperation and continued supportextended by customers shareholders investors partners vendors bankers theGovernment and statutory authorities for the Company's growth. We thank employees at alllevels across the Group for their valuable contribution in our progress and look forwardto their continued support.