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Tech Mahindra Ltd.

BSE: 532755 | NSE: TECHM |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE669C01036 | SECTOR: Computers - Software

BSE Live

Jun 01, 14:54
547.50 17.10 (3.22%)
Volume
AVERAGE VOLUME
5-Day
380,000
10-Day
222,093
30-Day
170,577
112,724
  • Prev. Close

    530.40

  • Open Price

    535.00

  • Bid Price (Qty.)

    546.95 (99)

  • Offer Price (Qty.)

    547.45 (33)

NSE Live

Jun 01, 14:54
547.25 16.80 (3.17%)
Volume
AVERAGE VOLUME
5-Day
3,341,915
10-Day
3,197,681
30-Day
5,044,661
4,429,050
  • Prev. Close

    530.45

  • Open Price

    538.50

  • Bid Price (Qty.)

    547.25 (72)

  • Offer Price (Qty.)

    547.30 (711)

Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Auditor's Report

1. We have audited the accompanying financial statements of TECH MAHINDRA LIMITED (the Company), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements 2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors'' Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. Except for the matter described in Basis for Qualified Opinion in paragraph 4 below, we conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion 4. Attention is invited to the following matter in respect of the erstwhile Satyam Computer Services Limited (erstwhile Satyam), amalgamated with the Company with effect from 1st April 2011: As stated in Note 27.3, the alleged advances to the erstwhile Satyam, amounting to Rs. 12,304 Million (net) relating to prior years has been presented separately under Amounts pending investigation suspense account (net) in the Balance Sheet. The details of these claims and the related developments are more fully described in the said Note. Further, as stated in the said Note, the Company''s Management is of the view that the claim regarding repayment of the alleged advances not being legally tenable has been reinforced in view of the developments described in the said Note including based on legal opinion. However, pending the final outcome of the recovery suit filed by the 37 companies in the City Civil Court and the Enforcement Directorate matter under the Prevention of Money Laundering Act pending before the Honourable High Court, the Company, as a matter of prudence, at this point of time, is continuing to classify the amounts of the alleged advances as Amounts pending investigation suspense account (net), and the same would be appropriately dealt with/ reclassified when the final outcome becomes clearer. Also, in the opinion of the Company''s Management, even if the principal amounts of such claims are held to be tenable and the Company is required to repay these amounts, such an eventuality should not have an adverse bearing on either the Company''s profits or its reserves in that period, since the Company has been legally advised that no damages/ compensation/ interest would be payable even in such an unlikely event. In the absence of complete / required information, and since the matter is sub-judice, we are unable to comment on the accounting treatment/ adjustments/disclosures relating to the aforesaid alleged advances amounting to Rs. 12,304 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 statements. However, in the eventuality of any payment upto Rs. 12,304 Million, against the aforesaid claims for the principal amounts of the alleged advances, there should be no impact on the profits \ losses or reserves of the Company. Qualified Opinion 5. In our opinion and to the best of our information and according to the explanations given to us, except for the matter described in the Basis for Qualified Opinion in paragraph 4 above, the consequential effects, if any, of which are not quantifiable, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Emphasis of Matter 6. We draw attention to the following matters: (a) Notes 27.1 and 27.2 - In respect of the financial irregularities in the erstwhile Satyam relating to prior years identified consequent to the letter dated January 7, 2009 of the then Chairman of erstwhile Satyam, various regulators/investigating agencies initiated their investigations and legal proceedings, which are ongoing. Further, based on the forensic investigation, an aggregate amount of Rs. 11,393 Million (net debit) was identified in the financial statements of erstwhile Satyam as at 31st March, 2009 under Unexplained differences suspense account (net) due to non-availability of complete information. On grounds of prudence, these amounts had been provided for by erstwhile Satyam in the financial year ended 31st March, 2009. As there is no further information available with the Management even after the lapse of more than three years, the said amount of Rs. 11,393 Million has been written off in the books of the Company during the year ended 31st March, 2014. The Company''s 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. (b) In respect of the non-compliances/breaches in the erstwhile Satyam relating to certain provisions of the Companies Act, 1956, certain employee stock option guidelines issued by the Securities Exchange Board of India and certain matters under the provisions of FEMA, observed in the prior years under its erstwhile management (prior to the appointment of Government nominated Board). As per the Company''s Management, any adjustments, if required, in the financial statements of the Company would be made as and when the outcomes of the above matters are concluded. (c) Note 25.5 - Appeals against the order by the single judge of the Honourable High Court of Andhra Pradesh approving the Scheme of merger have been filed by 37 companies before the Division Bench of the Honorable High Court of Andhra Pradesh. No interim orders have been passed and the appeals are pending hearing. (d) As stated in Note 30.5.2.v, erstwhile Satyam was carrying a total amount of Rs. 4,989 Million (net of taxes paid) as at 31st March, 2013 (that is, before giving effect to its amalgamation with the Company) towards provision for taxation, including for the prior years for which the assessments are under dispute. Subsequent to the amalgamation, duly considering the professional advice obtained in the matter, the Company''s Management has re-evaluated the effects of the possible outcomes of the tax matters in dispute relating to erstwhile Satyam and the estimated excess tax provision amounting to Rs. 2,266 Million determined based on such evaluation in respect of the prior years has been written back during the current year. The Company''s Management is of the view that the balance provision for taxation carried in the books with respect to the prior year disputes relating to erstwhile Satyam is adequate. Our opinion is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements 7. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order, except for the effects of the matter described in the Basis for Qualified Opinion in paragraph 4 above, 8. As required by Section 227(3) of the Act, except for the effects of the matter described in the Basis for Qualified Opinion in paragraph 4 above, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs). (e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act. ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 7 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date) (i) Having regard to the nature of the Company''s business / activities / results during the year, clauses (ii), (vi), (xii), (xiii), (xiv) and (xvi) of paragraph 4 of the Order are not applicable to the company. (ii) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The major portions of fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. (c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. (iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of sub clauses (b), (c), (d), (f) and (g) of Clause (iii) of paragraph 4 of the Order are not applicable to the company. (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services and during the course of our audit we have not observed any major weakness in such internal control system. There are no purchases of inventories during the year. (v) According to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register referred to in Section 301 of the Companies Act, 1956. Accordingly the provisions of sub clause (b) of Clause (v) of paragraph 4 of the Order are not applicable to the company. (vi) In our opinion, the internal audit function carried out during the year with the assistance of external agencies appointed by the Management has been commensurate with the size of the Company and the nature of its business. (vii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, the provisions of Clause (viii) of paragraph 4 of Companies (Auditors'' Report) Order, 2003 is not applicable to the Company. (viii) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax / VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. (b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax / VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable. (c) Details of dues of Income Tax, Sales Tax / VAT, Service Tax and Cess which have not been deposited as on 31st March, 2014 on account of disputes are given below: (Rs. in Million) Name of Statute Nature of Forum where Dispute is Dues pending The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Supreme Court Act,1961 The Income Tax Income Tax High Court Act,1961 The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) The Income Tax Income Tax Income Tax Appellate Tribunal Act,1961 The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) The Income Tax Income Tax High Court Act,1961 The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) * The Income Tax Income Tax Commissioner of Income Tax Act,1961 (Appeals) Finance Act, 1994 Service Tax Commissioner of Central Excise (Appeals) Finance Act, 1994 Service Tax Commissioner of Central Excise (Appeals) Finance Act, 1994 Service Tax High Court Name of Statue Period to Amount which the involved amount relates The Income Tax Act,1961 Financial Year 151.69 2003-04 The Income Tax Act,1961 Financial Year 150.46 2004-05 The Income Tax Act,1961 Financial Year 39.55 2004-05 The Income Tax Act,1961 Financial Year 2.83 2005-06 The Income Tax Act,1961 Financial Year 1.57 2005-06 The Income Tax Act,1961 Financial Year 2,360.64 2006-07 The Income Tax Act,1961 Financial Year 16.63 2007-08 The Income Tax Act,1961 Financial Year 0.87 2007-08 The Income Tax Act,1961 Financial Year 29.09 2007-08 The Income Tax Act,1961 Financial Year 1.43 2007-08 The Income Tax Act,1961 Financial Years 5,967.31 # 2002-03 to 2007-08 The Income Tax Act,1961 Financial Year 8.11 # 2001-02 The Income Tax Act,1961 Financial Year 55.32 2008-09 The Income Tax Act,1961 Financial Year 747.03 2009-10 The Income Tax Act,1961 Financial Year 24.80 2009-10 Finance Act, 1994 Financial Years 12.86 2003-04 to 2006-07 Finance Act, 1994 Financial Years 86.60 2004-05 to 2007-08 Finance Act, 1994 Financial Year 224.20 2008-09 and 2009-10 Name of Statute Nature of Forum where Dispute is Dues pending Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal Finance Act, 1994 Service Tax Customs Excise & Service Tax Appellate Tribunal * Andhra Pradesh VAT Value Added Sales Tax Appellate Tribunal Act, 2005 Tax Andhra Pradesh VAT Sales Tax / High Court Act, 2005/ CST Act, Value Added 1956 Tax Delhi Value Added Tax Value Added Additional Commissioner VAT Act, 2004 Tax The Maharashtra Value Value Added Joint Commissioner of Sales Tax Added Tax Act, 2002 Tax (Appeal) Central Sales Tax Act, Central Sales Deputy Commissioner of 1956 Tax (Gujarat) Commercial Tax (Appeal) Revenue & Taxation Franchise Tax State Board of Equalization, Code, USA California Revenue & Taxation Pennsylvania Commonwealth of Code, USA state Income Pennsylvania Department of Tax Revenue Name of Statue Period to Amount which the involved amount relates Finance Act, 1994 Financial Year 118.77 2004-05 to 2008-09 Finance Act, 1994 Financial Year 46.43 2005-06 to 2007-08 Finance Act, 1994 Financial Year 169.50 2007-08 to 2010-11 Finance Act, 1994 Financial Year 179.78 2010-11 Andhra Pradesh VAT Act, 2005 Financial Year 6.78 2007-08 Andhra Pradesh VAT Act, 2005/ CST Act, 1956 Financial Years 164.57 2007-08 to 2010-11 Delhi Value Added Tax Act, 2004 May 2012 2.81 The Maharashtra Value Added Tax Act, 2002 Financial Year 4.19 2008-09 Central Sales Tax Act, 1956 Financial Years 5.60 2006-07 to 2008-09 Revenue & Taxation Code, USA January 2002 8.66 December 2004 Revenue & Taxation Code, USA Financial Year 4.45 1988 - 2005 * The company is in process of filing the appeal # The above excludes the Income Tax Draft Notices of Demand amounting to Rs. 7,952 Million and Rs. 9,637 Million for financial years 2001-02 and 2006-07 respectively, issued by the Additional Commissioner of Income Tax under Section 143(3) read with Section 147 of the Income Tax Act, 1961, against which the Company has filed its objections with the Dispute Resolution Panel, which is pending disposal. (ix) Except for the consequential effects, if any, of our comments in paragraph 4 under ''Basis for Qualified Opinion'' section of the Independent Auditors'' Report which are not quantifiable, the Company has accumulated profits at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and debenture holders. According to the information and explanations given to us, there are no dues payable to financial institutions. (xi) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. (xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long- term investment. (xiii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. (xiv) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures. The Company has created security in respect of debentures issued in the earlier years. (xv) As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues. (xvi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm''s Registration No. 117366W/W-100018) Hemant M. Joshi Place: Pune, India Partner Date : May 14, 2014 (Membership No. 38019)