Momentum Annual Report 2013-14 Contents Board of Directors 02 Management Team 03 Letter to Shareholders 04 Directors’ Report 06 Corporate Governance Report 14 Auditor’s Certificate on Corporate Governance 27 Management Discussion & Analysis 28 CEO and CFO Certification 34 Standalone Financial Statements 35 Auditor’s Report Financial Statements Notes to Accounts Consolidated Financial Statements 63 Auditor’s Report Financial Statements Notes to Accounts Statement pursuant to Section 212 of 86 the Companies Act 1956 Balance Sheet Abstract and Business Profile 88 AGM Notice 89 Attendance Slip 101 Proxy Form 103 Financial Highlights Rs. in million FY 2013-14 FY 2012-13 Growth Revenue 3,288.12 2,643.17 24% EBITDA 299.10 40.94 631% Profit Before Tax (PBT) 285.32 25.20 1,032% Profit After Tax (PAT) 186.14 10.59 1,657% Earnings Per Share (EPS) in Rs. 7.59 0.43 1,654% A CMMI Dev Ver 1.3 Level 5 company Board of Directors Yusuf Lanewala Javed Gaya Chairman and Managing Director Independent Director Dayananda Shetty Jagdish Malkani Executive Director Independent Director Meenaz Dhanani Narayan A. Menon Executive Director Independent Director Company Secretary Registrars and Share Transfer Agents Shivarama Adiga S. Universal Capital Securities Private Limited Vice President, 25, Shakil Niwas, Opp. Sai Baba Temple Legal and Company Secretary Mahakali Caves Road, Andheri (E) Mumbai-400 093, India Registered Office Tel: 022-28207201/03/04/05; Fax: 022-28207207 Mindteck (India) Limited Prestige Atlanta, No.10, Industrial Layout Auditors 7th Main, 80 Feet Road, 3rd Block, Koramangala B S R & Company Bengaluru-560 034, India Tel: 91 80 4154 8000 Bankers Fax: 91 80 4112 5813 Axis Bank Ltd. 2 | Mindteck Annual Report 2013-14 Management Team Yusuf Lanewala Chairman and Managing Director Dayananda Shetty Meenaz Dhanani Executive Director Executive Director Sales UNITED STATES INDIA, MIDDLE EAST AND AFRICA Ranga Yeragudi Harish Nair Bob Spoljaric EUROPE ASIA PACIFIC Simon Christopher Jacob Pillay Function R&D AND DELIVERY SUPPORT Surjit Lahiri Shivarama Adiga Research and Development Legal and Company Secretary Dr. K.V. Krishnan Ramesh B V Information Technology Services Finance Satheesh Sreedharan Pradeep Kizhakkethil Product Engineering Human Resources Karen Stark Marketing and Communications Mindteck Annual Report 2013-14 | 3 Mindteck is now among Letter to Shareholders Dear Shareholders, the year at Mindteck is that we are expanding I our capabilities in Research and Development t gives me great pleasure to report that through our investment in innovation and Mindteck significantly increased technology. We created a new structure for our profitability and improved overall innovation group that more closely links their performance for the year ended March 31, work to the demands of the marketplace. 2014. We launched two innovative systems: Despite uncertainties in the global economy IGNITE, an Energy Management System and several competitive challenges, we which transforms office buildings, into energy maintained a clear focus on the path forward, efficient smart buildings, and ProdXL, an on the execution of our priorities, including Enterprise Productivity Improvement Solution innovation and technology, strategic and designed to provide insightful quantitative profitable growth and operational excellence. feedback to drive employee behavior towards As a result, revenue increased to Rs. 3,288 organization productivity improvement. million as compared to Rs. 2,643 million in Innovation is the great differentiator in our the previous year, EBITDA was 9.10% as industry, with this we expect to gain further compared to 1.55% last year, more technological distance from our competitors. importantly, we reported a Profit Before Tax We aim to continue to build new products with of Rs. 285 million as compared to last year’s our customers’ requirements in mind to help Profit Before Tax of Rs. 25 million. them innovate and excel. I am happy to announce that after a gap of five The global sales, delivery and support teams years, your Board has recommended a 10% contributed to our turnaround by supporting dividend for the financial year 2013-14. and growing our existing customer base, Throughout the year, Mindteck continued to acquiring several new customers and winning deliver on the commitments made to tackle some significant deals. our clients’ challenges with innovative From the quality and process standpoint, I am solutions, develop our people and grow proud to announce that we were appraised at profitably to stay ahead of our competition. CMMI Dev Ver 1.3 Level 5, becoming one of One of the most exciting developments during 4 | Mindteck Annual Report 2013-14 a select group of global companies appraised at CMMI Dev Ver 1.3 Level 5 the few companies globally to have achieved On behalf of my fellow Board Members, I this recognition. In addition, we were also re- would like to take this opportunity to thank our certified for ISO 9001:2008, ISO 27001:2013 shareholders for their continued support and and ISO 13485:2003. encouragement, our clients and partners for their continued confidence and commitment as Our ability and determination to remain we pursue our growth strategy. I would also relevant to customers, our long-term like to pay tribute to our dedicated employees engagement with key global clients, along with around the globe whose expertise, commitment our commitment to all our stakeholders keeps and reliability have made a vital contribution us growing strong. I firmly believe that we now toward our successful year. have a solid base from which we can catapult to new heights. We intend to keep the momentum by continuing to demonstrate and execute our Yusuf Lanewala business plans while maintaining the highest Chairman and Managing Director standards of compliance and ethics. Our focus going forward will be to strive toward achieving sustained, predictable and profitable growth; to continue improving our delivery processes; to forge strong partnerships for new products and services, as well as to expand our geographical reach. Moreover, we remain committed to building value for all our stakeholders. I look forward to reporting on our continued progress in the year ahead. DIRECTORS' REPORT To the Members, The Directors hereby present the Twenty-Third Annual Report of your Company on the business and operations for the year ended March 31, 2014. 1. RESULTS OF OPERATIONS Rs. in million Standalone Consolidated Year ended Year ended Year ended Year ended 31-Mar-14 31-Mar-13 31-Mar-14 31-Mar-13 Revenue from operations 758.40 580.38 3,288.12 2,643.17 Other income 8.07 3.86 9.44 14.49 Employee benefits expense 388.54 364.14 2,038.96 1,813.26 Cost of technical sub-contractors 25.32 11.90 675.58 495.16 Other expenses 150.66 168.40 283.92 308.30 Profit before finance costs, depreciation, taxes and amortization 201.95 39.80 299.10 40.94 Finance costs 1.71 2.27 4.86 4.96 Depreciation and amortization expense 6.15 4.69 8.92 10.78 Profit before tax expense 194.09 32.84 285.32 25.20 Tax expense 74.03 15.04 99.18 14.61 Profit After Tax 120.06 17.80 186.14 10.59 Paid-up Equity Share Capital 245.64 245.17 245.64 245.17 Earnings Per Share (EPS) 4.90 0.73 7.59 0.43 2. BUSINESS Data Storage During the year under review your Company recorded Mindteck provides product development services in Data consolidated revenue of Rs.3288.12 million as against Storage technologies to world leaders in the storage industry Rs.2643.17 million in the previous year, registering a positive for over a decade, while building strong client relationships growth of 24% in revenue. Of the revenue that was through superior customer service. We have built a pool of recorded, 80% is attributed to the US and the rest to Asia, talent in storage technologies, especially in the areas of Middle East and Europe. release QA and QA automation and also own core release activities. At an operating margin level, Mindteck recorded EBIDTA of Rs. 299.10 million (9.10%) this year as against Rs.40.94 Electronic Design Services million (1.55%) last year. Mindteck’s Electronic Design Services (EDS) group provides Mindteck‘s Profit After Tax for the year stood at Rs.186.14 core embedded technology solutions to its clients with a million, as against Rs.10.59 million in the corresponding constant focus on quality, technology, reliability, cost previous year, registering a growth of 1656.77%. effectiveness and added value. 3. DIVIDEND Mindteck offers a complete range of Electronic Design Services to address all aspects of the product lifecycle, cost-effectively The Board has recommended a dividend of 10% (Re. 1 per and on time. Various phases of Product Life Cycle (PLC) are equity share of Rs. 10 each) for the year ended March 31, 2014. This translates into cash outflow of Rs. 29,225,434 including supported through expertise in technologies and processes dividend distribution taxes. developed for new product designs, verification and validation and system solutions. This has helped us showcase our 4. BUSINESS FOCUS AND HIGHLIGHTS competency and capability in a more organized way and has Mindteck’s core business lines remain Product Engineering added clear visibility to the engagement model offered to and Information Technology Services. The verticals of focus our clients. The Embedded Design Services focuses on include Data Storage, Smart Energy, Life Sciences and conceptualization and new product development. Embedded Government. Verification and Validation services provides product validation Principal activities and highlights for the year ended March and verification services, and System Solutions provides system 31, 2014 include: level features such as reliability, safety and value engineering PRODUCT ENGINEERING for electronic products. The Product Engineering business unit encompasses Data Strong domain expertise, backed by the capability to provide Storage, Electronic Design Services, Smart Energy and full product design development, has been the driving factor Wireless. for most of our repeat business. Our focus on aligning our 6 Mindteck Annual Report 2013-14 capability to the business requirement of our client, close Medical Devices. Reports from leading market research monitoring and control of project parameters to deliver to agencies have indicated high growth opportunities for this customers’ satisfaction, cost effectiveness and optimized industry in 2014. According to them, increased investment, resource utilization have been the key drivers for acquiring outsourcing of research in emerging markets and disruptive repeat business, as well as new business. technologies are some of the trends that will drive the The Center of Excellence in-house projects initiative has industry this year. helped the EDS group in optimum resource utilization, and Mindteck currently works with leading companies in all of in creating proof of concept models for capability the above segments and have marquee clients offering niche demonstration to our customers. services in the areas of application development, Smart Energy and Wireless maintenance and ERP systems. Mindteck is an established player in ZigBee and 6LowPan Mindteck’s IT Services helps global enterprises gain wireless stack development and support services for fab and competitive advantage with an innovative, measurable and fabless semiconductor clients. We mainly focus on long- customer centric approach to realize business objectives short-range wireless communication and wireless sensor through their IT investments. The IT Services strategy for networks to design and develop wireless monitoring and the financial year is based on increasing the predictability of load control solutions in automation space. revenues through more managed service offerings, improving profitability through more offshoring and value This year, we have a few prospects interested in integrating added services. In addition, competencies and skillsets are Mindteck’s solution for lighting and energy monitoring being further aligned towards the services that we sell and control for data capturing and analytics which would result are in demand, thus providing better quality and predictable in energy saving and efficiency improvement. Similarly, asset delivery for our customers. tracking solutions are built for construction industry while monitoring and control application with mobility/web app Our deep domain expertise in the areas of Manufacturing, will help demonstrate our capability to the emerging market Monitoring and Control, supported by strong skills in of Internet of Things/Everything (IOT/IOE). multiple technologies, helps us in acquiring multiple projects from leading clients. We continue to grow our IT business We were successful in demonstrating capabilities for in Europe for Medical devices, in the US for Semiconductors, developing central servers, mobility and web applications Analytical Instruments, and Government, and in IMEA for for energy monitoring and data analytics for efficient Manufacturing and ERP services. operation of the solar power plants hosted on cloud. Life Sciences Mindteck has further developed its expertise in providing the communication stack for an electric vehicle charger in Life Sciences at Mindteck continued to utilize its deep compliance with SAE (Society of Automotive Engineers) expertise in providing software and hardware solutions to standard and IEC (International Electrotechnical some of the world leaders in analytical instruments and Commission) standard. This competency has been further medical devices during the reporting year. Our business enhanced to develop an electric vehicle emulator which improved with existing clients and numerous new clients replaces the actual vehicle for test and validation of the stack. were acquired during the current year due to our continued This has improved Mindteck’s capabilities to address contributions to meet the growing product engineering expertise required by clients looking for services in DC needs in this space. charging control and charging kiosk applications. During the year, Mindteck provided valuable technological Mindteck continues to support and enhance a solar energy support to a leading single board computer manufacturing monitoring solution for another long-standing client. This company. Additionally, in recognition of its valued solution has had great success in the UK and the client is contributions in the medical devices segment, Mindteck was now in the expansion mode. As part of this, we will be selected for Altera Design Services Network Program which monitoring about 100,000 solar installations for the current adds to Mindteck’s service capabilities in FPGA design. financial year. Mindteck is in the process of enhancing the As in the previous years, most of the business came from solution to enable it to scale up to 100,000 PV installations the US and EMEA regions. Our key focus is on ensuring across multiple servers and geographies. flawless delivery and optimal resource utilization in order Lastly, Mindteck won another new project from a fabless to enhance profitability. semiconductor giant for ZigBee stack for their new Traditionally, our contributions are in the embedded microcontroller. applications development and during the year, we started INFORMATION TECHNOLOGY SERVICES delivering technical solutions for data analysis and reporting. Many compliance related applications were developed for a Mindteck’s IT Services business unit consists of multiple sub- few of our leading clients. units such as General Application Development, Government, Life Sciences, Semiconductors, Cloud and Big Our services toward medical device application development Data. Mindteck’s Life Sciences vertical mainly focuses on for a key client further strengthened with a team ramp-up two major markets – Scientific & Analytical Instruments and and execution of more specific projects. Mindteck Annual Report 2013-14 7 Delivery quality of Life Sciences was extremely consistent CENTERS OF EXCELLENCE (CoEs) which is demonstrated by the fact that five projects from Storage Testing Life Sciences were assessed at CMMI Level 5 and were The Storage Testing CoE at Mindteck is primarily aimed at supported by the ISO 1385 re-certification for Kolkata and providing skills, people, processes and infrastructure to Bengaluru centers. enable our customers build and enhance product quality in Government storage space. Over a decade, Mindteck has built The Government vertical of Mindteck helps State and Local comprehensive expertise in Storage QA, Automation and government agencies seize opportunities amid the Performance testing especially in the SAN, NAS and Unified significant challenges and change they are facing today. We storage space while partnering with multiple storage product bring a deep understanding of clients' needs, knowledge of vendors. technologies adopted by governments, and solutions that Wireless Design can solve IT challenges, thus enhancing a department’s Mindteck is focusing on providing monitoring and control performance, providing efficiencies, and delivering key solutions by designing building blocks required for wireless services that optimize processes, resources, and reduces connectivity for IOT. Current focus is on control nodes, costs. Mindteck has a strong history of delivering projects gateway with multi-technology connectivity and webserver/ around Application Development, Program and Project applications for support over the cloud for building Management, Business Analysis, Testing, Strategic automation and energy efficient solutions across various Consulting and Professional Services. industry verticals. With recent government budget reductions, less projects 5. QUALITY are being completed through formal proposals, and more At Mindteck,quality is non-negotiable – it is the thread that focus has been directed to work with government agencies weaves together all our activities and people. Our continuous to provide professional services. The staff we provide has focus towards high levels of quality, robust information and been successful working on projects with internal security practices have helped us attain a number of government teams. Many of the engagements started as milestones during this year. short-term placements, but have moved to long-term opportunities. We won multiple contract renewals as well CMMI DEV Ver. 1.3 Maturity Level 5 – Mindteck has as new placements at several agencies with this strategy. been appraised at CMMI-DEV Maturity Level 5. Level 5 is the highest CMMI rating. CMMI is a process improvement Semiconductor approach that provides organizations with the essential Mindteck is a leading software and hardware solutions elements of effective processes that ultimately improve their provider for the semiconductor industry. With decades of performance. experience, we understand the ecosystem and the market CMMI maturity level 5 indicates that the organization is conditions and we possess the vision to understand the performing and benchmarked at an ‘optimizing’ level. At challenges and propose the right solutions. Our this level, an organization continually improves its processes semiconductor software services and solutions have helped based on a quantitative understanding of its business our clients improve equipment software features and objectives and performance needs. The organization uses a performance, and increase productivity. Our services focus quantitative approach to understand the variation inherent on catering to the software needs of semiconductor capital in the process and the causes of process outcomes. equipment manufacturers, subsystem vendors and fabs. During the year, our Information Security Management Cloud Computing and Big Data System (ISMS) was upgraded to the current version of ISO Mindteck’s Cloud Computing business has helped existing 27001:2013. Apart from security management, we are also customers migrate their IT infrastructure to Amazon Cloud. enterprise-wide certified against ISO 9001:2008 (Quality VCDC (Virtual Cloud Data Center) is an IAAS offering Management) and continue to hold domain specific quality developed by Mindteck to create a hybrid cloud between certification ISO 13485:2003 (for Medical Devices). Our the private cloud and public cloud to provision resources. compliance to International Quality Standards shows our SAAS based application offerings are also explored to help ability to work with multiple requirements to deliver business clients build multi-tenet applications to reduce cost and time and technology solutions to a wide range of enterprises to market. around the globe. We are also embarking on Big Data Analytics based projects 6. INFRASTRUCTURE in the monitoring and control space. Some of the solution Mindteck has offices in the United States, India, Singapore, offerings include multi-image processing for real-time traffic, Malaysia, Bahrain and United Kingdom. There are also four predictive analytics for fire systems and smart grid data development centers equipped with R&D laboratories across management. The Hadoop ecosystem is offered as part of the globe. The infrastructure includes space for workstations, the Big Data solution. This year, we have a few prospects conference rooms, meeting rooms, labs and a world-class interested in using Hadoop which will help them to quickly communication system. The innovative ‘best shore delivery manage and analyze their data. 8 Mindteck Annual Report 2013-14
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