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Tech Mahindra Directors Report, Tech Mahindra Reports by Directors
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Tech Mahindra
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Download Annual Report PDF Format 2012 | 2011
Directors Report Year End : Mar '12    « Mar 11
The Directors present their Twenty-fifth Annual Report together with
 the audited accounts of your Company for the year ended 31st March,
 2012.
 
 FINANCIAL RESULTS
 
                                                  (Rs. in Million)
 
 For the year ended 31st March                    2012      2011
 
 Income                                         53,107     50,921
 
 Profit before Interest, Depreciation, 
 exceptional items and tax                       8,999     10,556
 
 Interest                                       (1,025)    (1,113)
 
 Profit before Depreciation and tax              7,974      9,443
 
 Depreciation                                   (1,505)    (1,383)
 
 Profit before tax                               6,469      8,060
 
 Provision for taxation                         (1,184)    (1,093)
 
 Profit after tax before non-recurring / 
 exceptional items                               5,285      6,967
 
 Non-recurring / exceptional items                (679)       -
 
 Profit for the year after tax and 
 non-recurring / exceptional items               4,606      6,967
 
 Balance brought forward from previous year     22,412     17,740
 
 Profit available for appropriation             27,018     24,707
 
 Transfer to Debenture Redemption Reserve       (1,353)      (702)
 
 Dividend - Final Dividend*                        (4)        (6)
 
 - Dividend (Proposed)                            (510)      (504)
 
 Tax on dividend                                   (83)       (83)
 
 Transfer to General Reserve                    (1,000)    (1,000)
 
 Balance carried forward                        24,068     22,412
 
 * In respect of equity shares issued pursuant to ESOPs issued after
 31st March, 2011 but before book closure date, the Company paid
 dividend of Rs. 4.3 Million for the year 2010-11 and tax on dividend of Rs.
 0.7 Million as approved by the shareholders at the Annual General
 Meeting held on August 12, 2011.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 4 per Equity
 Share (40%), payable to those Shareholders whose names appear in the
 Register of Members as on the Book Closure Date.
 
 The equity dividend for the financial year 2011-12, inclusive of tax
 on distributed Profits would absorb a sum of Rs. 593 Million (Rs. 587
 Million for the previous year).
 
 CHANGES IN SHARE CAPITAL
 
 During the year under review, your Company allotted 1,531,060 equity
 shares of face value Rs. 10 each on the exercise of stock options under
 its various Employee Stock Option Plans and consequently the number of
 issued, subscribed and paid-up equity shares has increased from
 125,955,481 equity shares to 127,486,541 equity shares of Rs. 10 each
 aggregating to Rs. 1,274,865,410/-.
 
 BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
 
 Your company is a leading IT services and solutions provider for the
 Telecom Industry, serving segments such as Telecom Services Providers
 (TSPs), Telecom Equipment Manufacturers (TEM''s) and Independent
 Software Vendors (ISV''s) with a wide array of services catering to the
 changing needs of the Telecom ecosystem.
 
 During the year 2011-12, your Company''s consolidated revenues increased
 to Rs. 54,897 Million from Rs. 51,402 Million in the previous year, at a
 growth rate of 6.8%.  In Financial Year 2010-11, your Company executed
 a large System Integration project for an Indian Telecom Service
 Provider and had a one-time revenue of Rs. 2,989 Million from this
 project. Excluding this one-time revenue, the growth in revenue was
 13.4% in Financial Year 2011-12. The geographical split of revenue was
 quite balanced with 47% share from Europe, 34% from Americas and 19%
 from the Rest of the World (ROW).
 
 The consolidated Profit before Interest, Depreciation, Tax and
 Exceptional items was at Rs. 10,176 Million (18.5% of revenue) against Rs.
 11,322 Million (22% of revenue) in the previous year. This decline in
 operating Profits was due to increase in employee costs and also
 change in the business mix.
 
 The consolidated Profit after tax, after exceptional items and
 minority interest, amounted to Rs. 5,385 Million as against Rs. 7,438
 Million in the previous year. The cancellation of 2 G licenses by the
 Supreme Court in January 2012 impacted two of your company''s domestic
 customers'' business viability.  As a matter of abundant precaution,
 your Company provided dues from these customers amounting to Rs. 679
 Million as doubtful debts.
 
 The consolidated Profit after tax, including share of Profit in
 associate company (Mahindra Satyam), amounted to Rs. 10,955 Million as
 against Rs. 6,442 Million in the previous year, a growth rate of 70%.
 
 The global technology landscape continues to be shaped by both economic
 forces and by the emergence of new trends like social media and cloud
 computing.  The lingering crisis in Europe, volatile financial markets
 and government austerity programs could impact spend on IT in the
 coming year. Our Customers have to face the twin challenges of
 optimizing current IT spend and investing in future technologies and
 trends. The underlying strength of the global delivery model and the
 signifi cant benefits it offers to global customers could help
 corporations in achieving both objectives.  Your Company has been
 providing solutions, which leverage the global delivery model, to
 Telecom companies to improve Customer experience, bring in operational
 effi ciencies and improve customer''s Average Revenue Per User (ARPU).
 
 Your Company serves large global telecom companies as well as green fi
 eld operators across 31 countries.  Your company has 130 active
 customers at the end of the Financial Year 2011-12, and the focus for
 the coming year is broadening relationships across customer base
 leveraging Six Pillar Strategy.
 
 Your Company''s service offerings are grouped in six distinct domains
 based on the areas of customer spend.  The six domains which are
 Applications, Networks, Infrastructure, Value Added Services (VAS),
 Security Solutions and Business Services together cover all areas of
 customers spend in our target markets.
 
 Customer Centricity and enhancing customer experience has always been a
 focus area for your Company. This year, your Company launched a
 Customer Centricity Offi ce (CCO), with a Chief Customer Centric Offi
 cer to ensure that the high levels of customer experience are
 sustained.
 
 Your Company continues to invest in new technologies like smart
 computing products, cloud, analytics and mobility. These investments
 will help your Company capitalize on the emerging revenue opportunities
 in these areas.
 
 Your Company''s domain expertise and leading solutions in the telecom
 vertical has earned itself a niche in the market place. Your Company
 was awarded the 2011 Microsoft Communications sector Partner of the
 year award. Voice & Data – India''s leading communication magazine
 ranked the Company as India''s No. 1 Telecom Software service provider.
 CanvasM Technologies Limited (CanvasM), a wholly owned subsidiary of
 your Company, was ranked amongst the Top 10 Value Added Services (VAS)
 players.
 
 Your Company today has more than 15 delivery centers worldwide and 17
 sales offices. In the year gone by, Company established a delivery
 center in Bonn Germany to service clients in Germany and Central
 Europe.
 
 In summary, your Company is well positioned in the markets it serves
 with a broad range of service offerings and a diversifi ed customer
 base across geographies.
 
 FINANCIAL OVERVIEW OF MAHINDRA SATYAM
 
 The turnaround of Mahindra Satyam (Satyam Computer Services Ltd.)
 gathered further momentum in the current year.
 
 Revenues grew by 24% to Rs. 63,956 Million over the previous year, EBITDA
 grew by 128% to Rs. 10,240 Million (16% of revenue) reflecting the
 progress of the turnaround. PAT before exceptional item increased to Rs.
 11,882 Million from Rs. 4,971 Million.
 
 A brief snapshot of Mahindra Satyam''s Statement of Profit and Loss is
 given below:
 
 Particulars                                        (Rs. in Million)
 
 Consolidated P&L Summary                            FY12       FY11
 
 Revenue                                             63,956   51,451
 
 EBITDA                                              10,240    4,489
 
 EBITDA margins (% to revenue)                          16%     8.7%
 
 Other Income                                         4,189    2,879
 
 Interest                                               118       97
 
 Depreciation                                         1,577    1,721
 
 Profit Before Tax                                   12,734    5,550
 
 Provision for Tax                                      852      579
 
 Profit before exceptional items                     11,882    4,971
 and minority Interest
 
 Exceptional Items                                   (1,094)   6,411
 
 Minority interest                                      (84)      33
 
 Profit After Tax                                    13,061   (1,472)
 
 PAT margins (%to revenue)                            20.4%    (2.9%)
 
 UPDATE ON THE PROPOSED AMALGAMATION OF MAHINDRA SATYAM AND TECH
 MAHINDRA LIMITED:
 
 In March 2012, the respective Boards of Tech Mahindra and Mahindra
 Satyam approved the merger of Mahindra Satyam with Tech Mahindra. This
 landmark event, makes way for the creation of a formidable top-tier
 global player and one of India''s top IT employers.
 
 The Board of Directors at their meeting held on 21st March, 2012 have
 pursuant to the provisions of Sections 391 to 394 read with Sections
 78, 100 to 104 and other applicable provisions, of the Companies Act,
 1956 and subject to the requisite approval of the shareholders of the
 Company and subject to all necessary statutory approvals have approved
 to amalgamate Venturbay Consultants Private Limited (Venturbay),
 Satyam Computer Services Limited (Mahindra Satyam), C&S System
 Technologies Private Limited (C&S System), Mahindra Logisoft Business
 Solutions Limited (Mahindra Logisoft) and CanvasM Technologies
 Limited (CanvasM) with the Company.  Based on the recommendation of
 the valuers, the Board of Directors have approved swap ratio of Two (2)
 fully paid Equity Shares of face value of Rs.10/- each of the Company for
 every Seventeen (17) Equity shares of face value of Rs. 2/- each of
 Satyam Computer Services Limited (Mahindra Satyam). The proposed Scheme
 of amalgamation will be subject to approvals by various regulatory
 agencies and shareholders, including the approval from the High Courts
 of Bombay and Andhra Pradesh.
 
 This Amalgamation would result in creation of a new off shore services
 leader with revenues of over $ 2.4 billion, more than 75,000
 professionals and 350   active clients.
 
 Your Company is happy to inform that the Competition Commission of
 India has granted approval for the Amalgamation of the companies vide
 their order dated 26th April, 2012. The Hon''ble High Court, Bombay has
 dispensed the meeting of creditors & directed the Company to hold
 meeting of the equity shareholders of the Company on 7th June, 2012 to
 seek their consent on the said amalgamation and arrangement.
 
 The rationale for the merger
 
 - Creation of a single ''go-to-market'' strategy with benefits of scale
 and enhanced depth and breadth of capabilities, translating into
 increased business opportunities
 
 - Stronger merged entity – financially and in industry positioning
 
 - Unified management focus and fungible talent pool
 
 - De-risked business profile
 
 - Optimized costs and productivity improvement with benefits of scale
 
 - Diversification into multiple verticals like BFSI, Manufacturing and
 Retail
 
 - Ability to offer a wide range of service offerings like Enterprise
 Services and Engineering Services to current and future customers
 
 The Power of one
 
 The combined entity will be able to better leverage Tech Mahindra''s
 depth of expertise developed in telecom to better penetrate the
 opportunity presented by Mahindra Satyam''s diverse set of clients
 across multiple verticals. Likewise, Mahindra Satyam''s expertise in
 enterprise solutions will enable a more complete value proposition to
 be delivered to Tech Mahindra''s clients and penetration into the larger
 landscape. Geographically, your Company derives a signifi cant portion
 of its revenues from Europe, while Mahindra Satyam''s business is highly
 focused on Americas. The amalgamated entity will have a further
 balanced share of revenue contribution from three key geographies viz
 Americas, Europe and Rest of World. There would be minimal overlap of
 services and offerings and this would lead to an ease in the
 integration process of the two entities.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A detailed analysis of your Company''s performance is discussed in the
 Management Discussion and Analysis Report, which forms part of this
 Annual Report.
 
 QUALITY
 
 Continuous improvement of process and enabling technologies that meet
 client expectation is a way of life in your Company. There is a very
 robust process framework which is implemented to ensure greater
 customer satisfaction through improved quality, higher productivity and
 reduced cycle time.
 
 One of key achievements of your Company was to get assessed at Stage 5
 of the Mahindra Quality Way Model, a business excellence framework.
 Your Company is the fi rst Large Services Company within the Mahindra
 Group Companies to be assessed at Stage 5.  We also embarked on the
 journey of CMMI 1.3 Level 5 assessment and successfully completed the
 same on 18th April, 2012. The customer satisfaction surveys also refl
 ected improved scores and good feedback across all levels of client
 organizations.
 
 As in the previous years, in this year too, your Company successfully
 completed the surveillance audits and continues to be certifi ed for
 ISO9001:2008, ISO/IEC 20000-1:2005, ISO/IEC27001:2005, BS25999:2008.
 
 HUMAN RESOURCES
 
 Your Company believes in ability of each of its associates and hence
 provide ample opportunities to tap this potential and invests in the
 growth and development of all of its associates.
 
 Talent Management at the Company involves motivating and promoting
 leadership development.  The Company launched a Global Leadership Cadre
 (GLC) program about 7 years ago with the aim of sculpting agile and
 creative young leaders. GLC Program identifi es management graduates
 from the Tier I business institutes across the globe and also technical
 specialists from within the organization.  These highly talented GLC
 participants with a faster career progression could be potential
 successors to senior management in the organization.  Complimenting the
 GLC program is Management Trainee (MT) program running successfully for
 past 5 years wherein candidates from Tier II B Schools across India are
 groomed for future GLC roles.
 
 The Shadow Board program continues to nurture young talent with high
 potential and make them a part of the organization''s strategy planning.
 Aiming to provide a platform to our associates for taking
 responsibility of shaping their careers, the Company launched this year
 a mentoring initiative that aims to provide a platform to associates
 with potential to be groomed and guided by in-house Mentors. This also
 gives an excellent opportunity to Mentors to hone their people
 motivation and developmental skills.
 
 This year also saw an increased focus on Senior Leadership Development
 to address specific training needs of nominated senior associates
 within the organisation. Company''s in-house Leadership Programs ran
 into their second successful year - the Excellence in Leadership
 Program, specifically designed for middle managers with an aim of
 grooming associates in skills required to excel from a team manager''s
 role to a business leader''s role; the Young Leaders Program, specifi
 cally designed for fi rst time managers with an aim at grooming
 associates in the skills required to move from a team member''s role to
 a team manager''s role. Associates participate in these 6 month programs
 while they are working.
 
 Another successful learning program is the Executive Post Graduate
 Diploma in Telecom Management in collaboration with Symbiosis Institute
 of Telecom Management (SITM). The program offers in-depth knowledge on
 telecom concepts and general business management that helps our Company
 to be prepared for the ever changing telecom market, thus nurturing the
 leadership talent within the organization.
 
 The Company believes in inclusivity and has many initiatives to foster
 diversity in age, gender, culture and capability. Especially for women
 associates of the Company, a platform is created to voice their
 opinions & suggestions and promote Women in the Workplace.  It helps to
 identify and implement initiatives that promote gender diversity and
 make TechM a preferred career destination for women associates.
 
 During the Financial Year 2011-12, your Company, along with its
 subsidiaries, made a net addition of 2,430 associates to its workforce.
 The strength was 40,763 associates as at 31st March, 2012, as compared
 to 38,333 associates a year before, registering an increase of 6.3%.
 BPO headcount included in this fi gure is 14,792 associates, up from
 11,011 associates, a year before.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, the Company incorporated a new step down
 subsidiary at America viz. Tech Talenta Inc. The said Company is a
 wholly owned subsidiary of Tech Mahindra – (Americas) - Inc.  a wholly
 owned subsidiary of your Company. Further during the year under review,
 your Company bought the stake of 19.90% held by Motorola Cyprus in
 subsidiary Company CanvasM Technologies Limited (CanvasM) thus making
 CanvasM a wholly owned subsidiary of the Company.
 
 As on 31st March, 2012, your Company has 16 subsidiaries, including two
 step-down subsidiaries.  There has not been any material change in the
 nature of the business of the subsidiaries. As required under the
 Listing Agreements with the Stock Exchanges, the Consolidated Financial
 Statements of your Company and all its subsidiaries and its associate
 Company i.e.  Mahindra Satyam & its subsidiaries are attached. The
 Consolidated Financial Statements have been prepared in accordance with
 Accounting Standards AS 21, AS 23 and AS 27 issued by The Institute of
 Chartered Accountants of India and show the financial resources,
 assets, liabilities, income, Profits and other details of your Company
 and its subsidiaries and associate companies as a single entity, after
 elimination of minority interest.
 
 In terms of general exemption granted by the Ministry of Corporate
 Affairs pursuant to Section 212(8) of the Companies Act, 1956, the Copy
 of the Balance Sheet, etc. of the subsidiaries are not required to be
 attached with the Balance Sheet of the Company. The Company Secretary
 will make these documents available upon receipt of request from any
 member of the Company interested in obtaining the same. These documents
 will be available at Registered Offi ce / Corporate Offi ce of the
 Company and the offi ce of the respective subsidiary companies, during
 working hours up to the date of the Annual General Meeting.
 
 EMPLOYEE STOCK OPTION PLAN (ESOP)
 
 Details required to be provided under the Securities and Exchange Board
 of India (Employee Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999 are set out in Annexure I to this Report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Your Company is committed to play its role as an enlightened corporate
 citizen and continues to earmark 1.5% of its Profit after Tax (PAT)
 every year for CSR activities. CSR activities are carried through Tech
 Mahindra Foundation (TMF).
 
 TECH MAHINDRA FOUNDATION (TMF)
 
 TMF was established in its present form in 2007 by your Company as one
 of the major manifestations of its Corporate Social Responsibility.
 Your Company contributes 1.5% of its Profit after tax to TMF which now
 has a corpus of Rs. 47 Crore as on 31st March, 2012.  It has disbursed
 approx Rs. 33 Crores to 70 NGOs over 5 years and impacts more than 50,000
 benefi ciaries per year through NGO partners across Delhi-Noida,
 Mumbai, Pune and Bangalore.
 
 TMF seeks to achieve its objectives by working in partnership with
 outstanding community based NGOs which share its goals and values and
 have demonstrated competence, dedication and integrity.  TMF NGO
 projects address felt community needs.
 
 TMF''s major achievements have been:
 
 - Qualitative improvement in Primary Education of both government and
 English medium NGO Schools.
 
 - Development of Yuva English progamme to empower youth to become
 employable.
 
 - Creation of Vision For India (VFI) – a network of outstanding
 visually impaired NGO partners – impact through shared resources &
 appropriate technology.
 
 - Shikshak Samman Awards in Delhi – to outstanding municipal teachers -
 a way to bring about systemic change by recognizing merit.
 
 Our Future plans include improving our outcomes and impact across 3
 verticals – Education, Vocational Training and enablement of Visually
 Impaired.
 
 SUSTAINABILITY
 
 As a part of a responsible business group having a global presence,
 your Company has taken considerable steps not only in creating Green
 strategies but also making environmental stewardship a core part of our
 business strategy that takes accountability for every dimension of
 social, cultural, economic and environmental governance, creating
 sustainable value for all its stakeholders.
 
 Your Company has been participating in the Sustainability Reporting of
 the Mahindra Group since Financial Year 2007-08. During the year under
 review the 4th Sustainability Report for the year 2010-11 was released.
 All these reports were in accordance with the latest guidelines of the
 internationally accepted, Global Reporting Initiative (GRI). This
 report was assured by Ernst & Young and conforms to the highest level
 for reporting ''Sustainability'' performance, which is A . The report and
 the performance rating of A  was checked and confirmed by GRI*. The
 detailed Group Sustainability Reports are available on the
 website:http://www.mahindra.com/How-We-Help
 Environment/Sustainability-Reports.
 
 In order to take a structured path for reducing its carbon footprint,
 your Company has a 5 Year Sustainability Road map. We are consciously
 reducing GHG emissions and waste, as well as conserve water,
 bio-diversity and natural resources. In the Financial Year 2011-12
 concerted efforts were made to ensure targets are met over committed
 time lines in the following thrust area:
 
 - Renewable energy using Wind & Solar for generating electricity.
 
 - Rainwater Harvesting & Sewage Treatment Plant.
 
 - Eco-friendly e-waste disposal systems.
 
 - Occupancy sensors to reduce the electricity consumption.
 
 *GRI is a Netherlands based multi-stakeholder network of experts
 worldwide, which has pioneered the development of the world''s most
 widely used sustainability reporting framework. United Nations is one
 of its key stakeholders. This reporting framework sets out the
 principles and indicators that organizations can use to measure and
 report their economic, environmental, and social performance.
 
 CORPORATE GOVERNANCE PHILOSOPHY
 
 Your Company believes that Corporate Governance is a voluntary code of
 self-discipline. In line with this philosophy, it follows healthy
 Corporate Governance practices and reports to the shareholders the
 progress made on the various measures undertaken. Your Directors have
 reported the initiatives on Corporate Governance adopted by your
 Company in the section ''Corporate Governance'' forming part of the
 Annual Report.
 
 DIRECTORS
 
 Hon. Akash Paul, Mr. B. H. Wani, Mr. M. Damodaran and Mr. Ravindra
 Kulkarni are directors liable to retire by rotation and being eligible,
 offers themselves for re-appointment.
 
 During the year under review, Mr. Nigel Stagg and Mr. Richard Cameron,
 nominees of British Telecommunications Plc (BT), resigned as Directors
 with effect from 23rd December, 2011. Directors placed on record their
 appreciation for the services rendered by Mr. Stagg and Mr. Cameron. BT
 has not nominated new Directors in place of their said nominees.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your
 Directors, based on the representation received from the Operating
 Management and after due enquiry, confi rm that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed;
 
 ii. they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Company as at
 31st March, 2012 and of the Profit of the Company for the year ended
 on that date;
 
 iii. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 iv. the annual accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells, Chartered Accountants, the Auditors of
 your Company, hold offi ce up to the conclusion of the forthcoming
 Annual General Meeting of the Company and have given their consent for
 re-appointment. The shareholders will be required to elect auditors for
 the current year and fi x their remuneration. Your Company has received
 a written confi rmation from M/s. Deloitte Haskins & Sells, Chartered
 Accountants to the effect that their appointment, if made, would be in
 conformity with the limits prescribed in Section 224 of the Companies
 Act, 1956. The Board recommends the re-appointment of M/s. Deloitte
 Haskins & Sells, Chartered Accountants as the Auditors of the Company.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 In view of the nature of activities that are being carried on by your
 Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, concerning conservation
 of energy and technology absorption, respectively are not applicable to
 your Company. Your Company being a software solution provider requires
 minimal energy consumption and every endeavour has been made to ensure
 the optimal use of energy, avoid wastage and conserve energy as far as
 possible.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The foreign exchange earnings of your Company during the year were Rs.
 47,074 Million (previous year Rs. 42,087 Million), while the outgoings
 were Rs. 20,834 Million (previous year Rs. 17,616 Million).
 
 During the year under the review, 89% of your Company''s revenues were
 derived from exports.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Act and the Rules
 (as amended) made there under, is provided in an Annexure to this
 Report. However, as per the provisions of Section 219 (1) (b) (iv) of
 the Companies Act, 1956, the Directors'' Report being sent to the
 shareholders does not include this Annexure.  Any shareholder
 interested in perusing a copy of the Annexure may write to the Company
 Secretary at the Registered Offi ce / Corporate Offi ce of the Company.
 
 DEPOSITS AND LOANS/ADVANCES
 
 Your Company has not accepted any deposits from the public or its
 employees during the year under review.  The particulars of
 loans/advances and investment in its own shares by listed companies,
 their subsidiaries, associates, etc., required to be disclosed in the
 annual accounts of the Company pursuant to Clause 32 of the Listing
 Agreement are furnished separately.
 
 AWARDS/RECOGNITION
 
 Your Company continued its quest for excellence in its chosen area of
 business to emerge as a true global brand. Several awards and rankings
 continue to endorse your Company as a thought leader in telecom
 industry.
 
 Awards for Financial Year 2011-12
 
 - CanvasM a wholly owned subsidiary of the company has won the National
 Telecom Award for FightBack 2012
 
 - CanvasM a wholly owned subsidiary of the company ranked amongst
 India''s Top 10 VAS players by V&D 2011
 
 - Tech Mahindra ranked among top 3 at the ''DSCI excellence award for
 security in IT services company (Large)'', 2011
 
 - Tech Mahindra tops 2011 Global Services 100 in the following
 categories:
 
 - Global ITO Vendors
 
 - ADM Vendors
 
 - IM Vendors
 
 - Speciality Product Engineering Vendors
 
 - Contact Center and Customer Management Vendors
 
 ACKNOWLEDGEMENTS
 
 Your Directors gratefully acknowledge the contributions made by
 employees towards the success of your Company. Your Directors are also
 thankful for the co-operation and assistance received from its
 customers, vendors, bankers, regulatory and Governmental authorities in
 India and abroad and its shareholders.
 
                                     For and on behalf of the Board
 
 Place: Noida                                     Anand G. Mahindra
 
 Date: May 23, 2012                                        Chairman
Source : Dion Global Solutions Limited
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