To the Members,
The Directors hereby present the Thirty-Second Annual Report of your Company along with
the Audited Financial Statements for the Financial Year ended March 31, 2023. The
Consolidated performance of the Company and its Subsidiaries has been referred to wherever
required.
1. FINANCIAL RESULTS
(in Rs. Million, unless otherwise stated)
|
Standalone |
|
Consolidated |
|
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from operations |
1,295.1 |
1,142.5 |
3,367.3 |
2,987.8 |
Other income |
32.9 |
35.5 |
44.3 |
50.7 |
Employee benefits expense |
919.6 |
784.8 |
2,112.9 |
1,889.0 |
Cost of technical sub-contractors |
38.9 |
34.0 |
729.5 |
636.8 |
Other expenses |
125.3 |
152.2 |
254.0 |
254.3 |
Profit before finance cost, depreciation, taxes, amortisation |
244.2 |
207.0 |
315.2 |
258.4 |
Finance cost |
6.0 |
5.0 |
10.1 |
9.2 |
Depreciation and Amortisation expense |
42.7 |
46.5 |
45.3 |
50.2 |
Exceptional Item (income)/expense |
- |
6.2 |
- |
(181.8) |
Profit Before Tax |
195.5 |
149.3 |
259.8 |
380.8 |
Tax expense |
46.8 |
39.5 |
52.1 |
47.7 |
Profit After Tax |
148.7 |
109.8 |
207.7 |
333.1 |
Paid-up Equity Share Capital |
252.7 |
257.1 |
248.6 |
253.0 |
Basic Earnings Per Share (EPS) (in Rs.) |
5.82 |
4.28 |
8.26 |
13.19 |
2. COMPANY AFFAIRS Standalone
On a Standalone basis, your Company recorded revenue of Rs. 1,295.1 million, as
against Rs. 1,142.5 million in the previous financial year. Mindteck's profit after tax
stood at Rs. 148.7 million, as against Rs. 109.8 million in the previous financial year.
At an operating margin level, Mindteck recorded EBITDA (including other income and
excluding exceptional items) of Rs. 244.2 million (18.9%) during this financial year as
against Rs. 207 million (18.1%) last year.
Consolidated
During the financial year under review, your Company recorded
Consolidated revenue of Rs. 3,367.3 million as against Rs. 2,987.8 million in the
previous financial year. Of the Consolidated revenue that was recorded, 47.45% is
attributed to the US and the balance pertains to the rest of the world.
Mindteck's Consolidated profit after tax for the financial year stood at a profit of
Rs. 207.7 million, as against Rs. 333.1 million (includes a one-time exceptional item of
Rs. 181.8 million) in the corresponding previous financial year. At an operating margin
level, Mindteck recorded EBITDA (including other income and excluding exceptional items)
of Rs. 315.2 million (9.4%) during this financial year as against Rs. 258.4 million (8.6%)
last year.
There were no material changes and commitments affecting the financial position of the
Company which occurred end of the financial year of the Company to which the financial
statements relate and the date of this report.
3. DIVIDEND
The Board has recommended a dividend of 10% (Re. 1 per Equity
Share of Rs. 10 each) for the year ended March 31, 2023. This shall be paid to those
shareholders of the Company as on August 04, 2023, being the cut-off date for the
dividend, subject to
Shareholders' approval in the ensuing Annual General Meeting.
4. BUSINESS FOCUS AND HIGHLIGHTS
Mindteck is a renowned provider of engineering value and technology expertise, catering
to a prestigious clientele consisting of Fortune 1000 companies, start-ups, leading
universities, and government entities worldwide. Since its inception in 1991, the
Company's niche knowledge and specialised skills have led to collaborations with industry
leaders, including the top players in Data Storage, Medical Devices, Semiconductors, and
Analytical Instruments.
With a comprehensive range of capabilities in embedded systems, enterprise
applications, testing, and professional services, Mindteck's expertise perfectly
complements its expanded focus on digital engineering. The Company's process capability
and maturity have been validated through an appraisal at CMMI Level
5, setting it apart from its peers.
Mindteck has a proven track record of delivering valuable support to clients,
maximising their R&D and technology investments, gaining a competitive edge, and
preparing for the future. The Company fulfills diverse requirements such as product design
and reengineering, compliance fulfillment, test framework conceptualisation and
development, system automation and modernisation, control and themonitoring software
development, cloud migration and enablement, data visualisation and analytics, AI and
ML-based solutions, wireless communications, and top-notch IT talent sourcing and
retention.
To ensure efficient service delivery, Mindteck adopts a flexible best-shore
delivery model,' offering a mix of onsite, offshore, near-shore, and hybrid options across
geographies.
Mindteck has established strategic partnerships and alliances with renowned entities
such as Intel Partner Alliance, Microsoft Gold Application Development Partner, SNIA, CMMI
Institute, and the IoT Global Network. The Company is also a proud founding member of The
Atlas of Economic Complexity, a data visualisation tool developed by Harvard University's
Center for International Development.
In recent years, Mindteck has consistently improved its industry ranking, benchmarking
its capabilities as a service provider across various domains. The Company has made
significant advancements in ER&D services and continues to excel in its digital
engineering endeavors.
PRODUCT ENGINEERING
In today's fast-paced business landscape, organisations face constant change and rising
consumer expectations. With products becoming smarter and product life cycles growing
shorter, organisations must navigate emerging technology trends and dynamic market
conditions to stay competitive. The key to success lies in achieving accelerated time to
market and time to profit.
To meet these challenges head-on, organisations require a reliable partner who can help
them seize unprecedented innovation opportunities and streamline their product development
life cycle operations to establish a resilient core. Mindteck is that partner, bringing
extensive engineering expertise to drive innovation, design, build, test, upgrade, and
scale complex next-generation products and systems.
Embedded Design Systems
Mindteck has extensive experience in developing sophisticated embedded computing
solutions for various domains and industries. The Company offers a comprehensive suite of
services, from product conceptualisation to design and field testing. Complex embedded
systems challenges are solved in advanced medical devices and cutting-edge semiconductor
systems.
Tailored solutions to meet clients' requirements and collaborative approach to ensure
high performance, reliability, and efficiency. Mindteck helps the customers overcome the
hurdles in embedded systems development with end-to-end approach. The services include
product vision and architecture, hardware and firmware design, integration, testing, and
validation. Best practices and latest technologies to optimise clients' embedded systems
are applied.
Mindteck delivers exceptional embedded system solutions that drive innovation and
enhance the clients' edge. The challenges and requirements of each industry are
understood, and customised solutions developed accordingly. With Mindteck as a partner,
clients are able to navigate the complexities of embedded systems development, accelerate
their time to market, and achieve their objectives.
Internet of Things (IoT)
Mindteck's IoT Services offer a comprehensive suite of solutions that enable businesses
to harness the power of data-driven insights and analytics. Expertise in IoT device
management, coupled with a wide range of industry use cases, positions Mindteck as a
trusted partner in driving operational excellence, enhancing customer experiences, and
optimising business performance through the seamless integration of IoT technologies.
Mindteck distinguishes itself as a leader among IoT device management companies,
offering high-quality services to clients across various sectors, including manufacturing,
energy and utilities, consumer electronics, and security industries. The Company has
implemented numerous use cases, such as edge computing, preventive maintenance in smart
manufacturing, asset monitoring and tracking, connected vehicles,
commercial/industrial/agricultural equipment maintenance and optimisation, smart buildings
and homes, smart energy management, wearables for patient monitoring, and remote
diagnostics for medical equipment.
Digital technologies have become integral to the operational aspects of various
industries, including industrial control systems, asset monitoring, video surveillance,
predictive maintenance, intelligent transport infrastructure, freight and passenger
information systems, safety systems, and cybersecurity. These technologies, coupled with
IoT sensor technologies and analytics, enable the collection of diverse operational data
and the prediction of safety, performance, and other critical parameters.
Mindteck's IoT services and solutions are designed to be efficient, cost-effective,
secure, and customizable, allowing real-time data collected from connected devices and
products to be transformed into valuable insights and analysis for informed
decision-making and enhanced business productivity.
Highlights for EDS and IoT in 2022-23 are as follows-
A project involved designing and developing a ruggedised CPU board for a client based
in Singapore. This customised product, intended for military applications, required
comprehensive hardware and firmware development.
Formed partnership with a new customer in the test and measurement sector to
collaborate on FPGA design and validation.
Engagements with a Malaysian company focused on Android development for radio
products.
A partnership with a Singapore-based university enabled to collaborate on the
design and development of a data acquisition module.
Involved in the long-term product development and maintenance of smart metering HHU
(Handheld Unit) device software for a test and measurement company, ensuring its
continuous improvement and functionality.
The team developed a storage security product for a leading engineering company,
targeting enterprise device management of portable storage devices.
Successfully delivered a large-scale operational monitoring and management
project for a leading global provider of
ICT, infrastructure and smart devices that provides network services all across the
APAC region.
A global company focused on developing biomarker assays for their proprietary digital
health platform, engaged with
Mindteck to develop a portable battery-operated device. This device enables patients to
monitor blood glucose, HbA1c, lipid profile, and hemoglobin levels. Through Bluetooth
connectivity to smartphones, patients can seamlessly track their glucose levels, receive
timely support for hypoglycemia, and connect daily glucose variations with their diet and
physical activity.
Completed projects for a public sector undertakings (PSU) involving the development of
multiple web applications and the design of a control mechanism for doors.
Expertise in Linux kernel optimisation was utilised in a project for an equipment
manufacturer, enhancing the performance o systems. andefficiency
Partnered with a medical device manufacturer specialising in diagnostic,
therapy, reprocessing, and system integration.
Team developed firmware for their new products, including video endoscopes, rigid
endoscopes, HICURA, TURis, ETD4, video management systems, and other related products.
Successfully executed a project for an existing client, developing wireless sensor
devices tailored to their specific requirements.
Another recent achievement includes winning a project to develop hardware for
energy test equipment.
Expertise in control system development for relay panels was leveraged in a repeat
project for a Canadian Electrical equipment manufacturer.
Proud to have rolled out a mobile computing company's Demo App to end-users, marking a
successful conclusion to the product development process. This accomplishment further
demonstrates Mindteck's ability to deliver cutting-edge solutions that meet client
expectations.
Medical devices and Healthcare
In the rapidly evolving digital landscape, the medical devices and healthcare industry
is experiencing a significant increased adoption of digital technologies. Mindteck
recognises the importance of healthcare organisations adapting to this transformative era
to effectively manage the consumer experience.
Healthcare companies face challenges such as rising costs of care, industry
consolidation, and regulatory compliance. To overcome these challenges, the Company
empowers organisations to leverage next-generation technologies such as Automation, AI,
Analytics, and digital experience. By embracing advanced technologies and integrating them
into their business strategies, healthcare organisations can achieve accelerated growth
across the entire value chain. The expertise enables to provide tailored solutions that
drive operationalefficiency, enhance patient care, and improve overall outcomes.
Mindteck is committed to helping Medical companies navigate the digital era and harness
the power of technology to meet the evolving needs of consumers and the rapidly changing
healthcare landscape.
Highlights of 2022-23 include
Acute Monitoring Platform Mindteck is a part of a team is part of a
futuristic Acute Monitoring Platform project, contributing to a connected care digital
platform that provides insights on the vital parameters generated out of multiple remote
patient monitoring systems.
Post-operative heart health monitoring solution critical part of
development of a digital care platform, addressing the key requirement of Value-based
healthcare for the US market.
Successfully carried out a Cybersecurity assessment for Software as a
Medical Device' product from one of the US healthcare customers fulfilling the
requirements of FDA regulations.
An Android app used to communicate with Remote Patient
Monitoring device, where data transfer takes place between Remote Patient Monitoring
device and Listener using android native code. The device receives real time vitals,
patient data, waveforms, alarm settings and messages will be processed by the app which is
displayed on a PhoneGap web view using Java Script and HTML.
Analytical Instruments
With over 32+ years of experience, Mindteck has established a strong presence in the
Analytical Instruments industry, delivering comprehensive and tailored solutions to all
its clients. The specialised services cater to the unique needs of the industry and the
Company offers custom application development for analytical instruments, ensuring
seamless integration and optimal performance. The embedded efficientand solutions enable
precise instrument control, empowering clients to deliver superior results. Additionally,
LIMS, data acquisition and analysis software are developed that enables valuable insights
and actionable intelligence.
Quality is paramount in Mindteck's services. The Company employs independent
verification and validation a strong focus on software quality assurance, ensuring that
the solutions meet the highest standards of reliability and accuracy.
It also offers enhancement and re-engineering of applications, optimising their
functionality and extending their lifespan.
Highlights of 2022-23 include shift driven by
For a leading provider of innovative solutions and technologies for scientific
research and analysis an advanced BI Tool is being developed which is a web-based
dashboard designed to empower users with valuable insights and facilitate informed
decision-making. With a focus on laboratory productivity and efficiency, this tool
provides detailed analysis of all assets, enabling users to optimise their operations and
drive better outcomes.
UI/UX for high throughput and high resolution NanoScope, developed complex controls for
3-D rendering in 4K resolution.
This was developed for a leading provider of advanced scientificinstruments and
solutions for research and industry.
Data Storage:
Mindteck's expertise lies in catering to leading providers of Hyperconverged Storage
Infrastructure (HCI), Composable Infrastructure, Storage Data Management Software, and
Enterprise/Datacenter Storage Equipment. A distinct blend of domain knowledge is
developed, expertise, and capacity to serve as an extended engineering team for Storage
clients. Mindteck's system development capabilities encompass a wide range of
functionalities, such as implementing speed negotiation in NIC drivers and integrating
IPV6 for different RAID levels. Development-driven qualification and white box testing are
undertaken to ensure optimal performance. Additionally, the expertise extends to the
creation of drivers and Platform
Diagnostics, including Baseboard Management Controller (BMC) software that supports
IPMI and Redfish, facilitating efficient remote server management.
The Company specialises in developing valuable tools for the industry. The team
provides tools that enable testing of high-risk platform configurations, enhancing the
reliability and performance of storage solutions. Custom tools for test management are
created. Furthermore, Hardware Acceptance Test Framework (HATS) Tools are created, which
ensure comprehensive hardware testing for seamless integration. Mindteck leverages its
expertise in frameworks like EXT-JS, Angular JS, and React to create robust and
user-friendly web applications. It also specialises in Flash to HTML5 porting, enabling
the modernisation of web applications and ensuring cross-platform compatibility.
Highlights of 2022-23
Cloud Storage: Mindteck was actively involved in development and testing
a petabyte-scale cloud storage solution a global leader in traditional storage. Challenges
involved building scalable S3 object storage, developing and testing various software
subsystems in a scaled agile mode. This Cloud Solution provides its end customers with a
truly scalable
Object Oriented Storage Solutions with no Vendor locking, absolute transparent and
predictable pricing that involve on egress or API charges. Key technologies involved in
the project include Go Lang, MinIO for Object Storage.
The team also contributed in QA and validation of a flagship product for a
global leader in data storage and management solutions. It is a data management software
that offers a superior universal storage platform that addresses customers cloud data
needs. It supports the same operating system in the cloud and on premises that extends the
value of customers data fabric without having to train IT staff in all-new methods to
manage data on Cloud. Mindteck contributed in QA and validation of Cloud environment
set-up for users (Create & delete Volume/Sub-Volume, Snapshot), Cross region
replication, data backup, permissions, protocols, allocation limits and reserved capacity.
The key technology used are Linux, Jenkins, Kubernetes, Python, Bitbucket, Jira,
Robot/Pytest frameworks, Postman, GCP & Azure NetApp files. The team contributed in
test automation, framework/API enhancements, regression testing, manual testing and API
testing.
Worked on High Available & Metro Cluster where the function feature testing and
regression testing in SANOWN are performed, Non-disruptive upgrade, Interconnect, Failover
monitoring and disaster recovery. The Key technologies used are Linux, Automation using
Python, Protocols (NFS, CIFS, iSCCI, FCP).
Semiconductor
The semiconductor industry is constantly evolving and requires software and hardware
solutions that can meet its specific needs and challenges. Mindteck is a leading provider
of such solutions, with decades of experience in serving equipment manufacturers,
subsystem vendors, and FABS. Mindteck enhances the software features, performance, and
productivity of its clients by offering a range of services in equipment software, factory
automation, specialised controls, and solution accelerators.
Seamless integration with existing systems is ensured by using standard protocols and
SEMI FA Standards (200mm and 300mm) along with Factory automation for efficient data
exchange and synchronisation across the manufacturing process. This is facilitated by
implementing SECS/GEM Driver, FA testing, AMHS integration, FA simulation, recipe server
development, and MES interface integration. Specialised controls are crucial for
optimising operations and productivity which is delivered by using R2R control systems,
predictive analytics, and machine vision technologies for quality inspection and control.
Mindteck provides accelerators designed to promote quick solution development and enhance
overall efficiency, like device simulators, automated testing frameworks, FA test
harnesses, E95 UI widgets, and USBCAN-based DeviceNet Master. Highlights for 2022-23
includes
Mindteck is designing & developing a common Cluster Tool Controller
Framework software from scratch for a capital equipment
manufacturer,alsoimplementingtoolspecificfeatures and functionalities on top of the CTC
framework. This framework will support their existing and new equipments going forward.
Preparing data strategy for a complete Enterprise Data
Management Platform and its components like Data Integration, Data Storage &
Management, Data Distribution, Analytics, Apps, Reporting, and support the business
operations. Designing, Integrating, building pipelines, data preparation, ETL,
maintaining, and troubleshooting new/ existing systems that are used to store and process
data along with creating dashboards and reports.
Testing
Mindteck excels in comprehensive end-to-end testing, including manual black box
testing, test automation, security/penetration testing, regression testing, performance
testing, prototype testing, unit testing, multilingual testing, and business/user
acceptance testing. The extensive experience covers a wide range of areas, including web,
mobile, and embedded device applications, networks, hardware and firmware, databases, web
services, cloud, connectivity, and interoperability. Additionally, our specialised
expertise in domain-specific testing, particularly in data storage, sets us apart in
delivering exceptional testing services to our clients.
Highlights for the FY 2022-23 include:
End-to-end manual testing, automation testing, performance and BCDR testing for
a Building Management System catering to next-generation smart stadiums and integration
components.
Automated test design and framework development for the digital platform solution of a
leading medical device and patient care application.
IT INFRASTRUCTURE SERVICES
The Company established a dedicated IT Infrastructure team focused on the following
portfolio of services:
Remote Infrastructure Support
Remote Infrastructure Management (RIM) including the management of computer hardware
and software, such as workstations, servers, network devices, storage devices, and IT
security devices. Sub-services include:
Data Centre Management: Monitoring and management of servers, database,
middle tier application, messaging and storage
Network Management: Monitoring and management of routers, switches, VOIP
devices and network links
Security Management: Monitoring and management of firewall, IPS, IDS,
VPN, PKI, etc.
Desktop Management: Remote maintenance of desktop/ laptops, file and
print servers, printer and scanners
ITIL-Compliance, Processes, SLA:
Proactive monitoring and incident management
Problem change and configuration management
Asset management and patch management
Availability management
Process consulting, audits and reviews 24/7 support
Vulnerability Assessment and Penetration Testing (VA/PT):
VA/PT helps to protect against network and application breaches by providing visibility
of security weaknesses and the guidance to address them. It is increasingly important for
enterprises that want to achieve compliance with standards, including the GDPR, ISO 27001
and PCI DSS.
Vulnerability Assessment carried out through vulnerability scans, is designed to
help identify, classify and address security risks. This exercise does not include
exploiting the vulnerabilities observed during the scanning process.
Penetration Testing a multi-layered security assessment that uses a combination
of machine and human-led techniques to identify and exploit vulnerabilities in the
infrastructure, systems and applications.
Service areas include:
Network VA/ PT involving a rigorous testing of the network to obtain
information of backdoor entries into a network. It establishes the possibility of
penetrating the network to obtain access to the internal IT infrastructure, application
software and data.
Infrastructure VA involves the scanning of the IT infrastructure to
ensure that IT assets are configured as per business and security requirements, and that
the internal environment is safe and secure.
Application Software VA/PT vulnerabilities within web-based
application software (internet and mobile) are easily exploited to obtain sensitive data
or compromise customer information. Automated and manual tests are carried out to identify
such vulnerabilities and ensure the robustness of the application.
Change in Nature of Business
There were no changes in the Nature of Business of the Company during the year.
5. QUALITY
During FY 2022-23, Mindteck increased focus on improving the quality management system
to keep it abreast of emerging and new technologies by introducing application development
on cloud guidelines, enhancing AGILE processes and introducing application security during
development lifecycle. The organisation successfully retained certifications such as ISO
9001:2015, ISO 13485:2016 and ISO 27001.
The quality journey is continuing through migration of QMS to latest framework such
CMMI version 2.0 and in improving delivery processes aligned to the organisation business
strategies for improved capability, consistent delivery & customer satisfaction.
On the Information Security Management System, many processes were enhanced, and
several guidelines introduced such as Managing Ransomware Attacks, Security in Virtual
Private Networks, Information security requirements in Healthcare Industry such as HIPAA
etc. Also, the roadmap to migrate to ISO27001:2022 version has been initiated.
6. INFRASTRUCTURE
Mindteck has local offices in the US, Canada, UK, Germany, Singapore, Malaysia, Bahrain
and India. In addition to space for workstations, conference rooms, meeting rooms, and a
world-class communications system, the Company's infrastructure includes two development
centres equipped with R&D laboratories (Bengaluru and Kolkata, India).
At the start of the pandemic, the Company made the requisite adjustments in its IT
infrastructure to ensure productive and safe in-office and remote workplace environments
for both essential and other employees, while contending with peaks in the spread of the
virus. Specifically, access to conferencing platforms was expanded, and critical support
for new joinees and existing employees was provided continuously on a rotational basis by
the
IT team, security officers, an electrical team and courier services.
Additionally, the Company initiated plans for investment in hybrid workforce management
capabilities such as productivity, security and asset management tools.
7. SUBSIDIARIES
On March 31, 2023, Mindteck had six wholly owned subsidiaries: Mindteck, Inc. (United
States), Mindteck Middle East Limited WLL (Bahrain), Mindteck Software Malaysia SDN. BHD.
(Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (United
Kingdom), and Chendle Holdings Limited (British Virgin Islands). Mindteck (UK) Limited has
one subsidiary: Mindteck Germany GmbH (Germany), and Mindteck, Inc. has one subsidiary:
Mindteck Canada, Inc. (Canada). Mindteck Solutions Philippines, Inc. is under closure.
The Consolidated Financials have been audited and form part of this Annual Report. The
financials of the subsidiaries have also been audited by the respective Auditors except
Chendle Holdings Limited. The Consolidated Financials have been prepared and audited in
strict compliance with the applicable Accounting
Standards and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All information, including (a) capital (b)
reserves (c) total assets (d) total liabilities (e) details of investment (except in case
of investment in the subsidiaries) (f) turnover (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 been disclosed in the Consolidated Financial
Statement. Financial Highlights with the
Indian rupee equivalent of the figures given in the foreign currency, along with
exchange rate as on closing day of the financialyear, and the statement pursuant to
Section 129 (3) of the Companies Act, 2013 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 Companies and the related detailed information will be made available to any
investor seeking such information at any point of time. The annual accounts of the
Subsidiary Companies and related information will also be kept for inspection by any
investor at Mindteck's registered office.is available on the Investors section of the
Company's website (www.mindteck.com). The Holding, as well as Subsidiary Companies,
regularly file the applicable data to various regulators and government authorities, as
and when required.
None of the Subsidiaries, Joint Ventures or Associate Companies ceased during the year.
8. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered during the financial year were on an arm's
length basis and in the ordinary course of business.
There were no material Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial Personnel, or other designated
persons and their relatives except with its wholly owned subsidiaries. The particulars of
such contracts or arrangements with related party are attached as Annexure-2.
During the financial year, your Company had contributed towards Corporate Social
responsibility to Keyed Foundation in which one of the Directors is an Independent
Director of the Company.
9. LITIGATION
There was no material litigation outstanding as on March 31, 2023.
10. CHANGES TO SHARE CAPITAL
The Board of Directors of the Company allotted 65,533 equity shares against employees'
stock options during the financialyear. Further, 5,14,224 equity shares were bought back
by the Company in the open market through stock exchange mechanism as per relevant
provisions of Securities and Exchange Board of India (Buy-back of The issued, Securities)
Regulations 2018, during the financial subscribed and paid-up Equity Share Capital was Rs.
25,26,50,930 as on March 31, 2023.
11. FIXED DEPOSITS
The Company has not accepted any fixed deposits and, as such, no amount of principal or
interest 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, 2013,
forms part of the notes to the Financial Statements provided in the Annual Report.
13. TRANSFER TO RESERVES
During the financial year, the Company has transferred Rs. 5.1 million to Capital
redemption reserve on account of buyback of shares.
14. DIRECTORS
As per Section 152 of the Companies Act, 2013, Mr. Meenaz
Dhanani (DIN: 06705048) retires by rotation as a Director in the ensuing Annual General
Meeting, and being eligible, offers himself for re-appointment. A brief resume of Mr.
Meenaz
Dhanani is included in the Annexure to the Notice of the Annual General Meeting.
The Board of Directors have re-appointed Mr. Anand Balakrishnan (DIN: 05311032) as
Managing Director and CEO for a period of three (3) years w.e.f. March 01, 2023, as
recommended by the Nomination and Remuneration Committee for which the approval from
shareholders with requisite majority was already obtained through Postal ballot notice
dated March 02, 2023. In addition to the above, Mr. Satish Menon and Mr. Subhash Bhushan
Dhar were re-appointed as Independent Directors for the second term of five (5)
years w.e.f. May 14, 2023, and May 29, 2023, respectively, from the shareholders with
requisite majority through Postal ballot notice dated March 02, 2023.
Declarations by Independent Directors
All Independent Directors have given declarations to the effect that they meet the
criteria of independence as laid down under Regulation 16(1)(b) & 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sub-Section 6
& 7 of Section 149 of the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015, the Company has carried out an annual
performance evaluation of the Board, Individual Directors, as well as Committees and
Chairperson.
Board Diversity
The Company places great emphasis on the principle of diversity, including gender
diversity. Diversity throughout the organisation makes great business sense. The Company
maintains that appointments to the Board should be based on merit, as well as complement
and 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 Directors
to maintain the independence of the Board and separate its functions of governance and
management. As on date, the Board consists of eight Directors, one of whom is Managing
Director and CEO; three are Non-Executive including one-woman Director and four are
Independent Directors. The Board periodically evaluates the need for change in its
composition and size. The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters as provided under Sub-section (3) of Section
178 of the Companies Act, 2013, is adopted by the Board, and uploaded on the Company's
website (www.mindteck.com). We affirm that the remuneration paid to the Directors
is as per the requirements of the Companies Act, 2013.
Number of Meetings of the Board
The Board met four times during the Financial Year, the details of which are given in
the Corporate Governance report that forms part of this Annual Report. The intervening gap
between 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 other Stakeholders to report their genuine concern, and the said policy
is attached as Annexure-3.
Constitution of Internal Complaints Committee
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
15. AUDITORS
Statutory Auditor
At the 31st Annual General Meeting held on August 12, 2022,Members of the
Company appointed Statutory Auditor, Suresh Surana & Associates LLP, Chartered
Accountants (Firm Registration No. 121750W/W-100010), Bengaluru for a period of five (5)
years, who shall hold the office up to the conclusion of the 36 th Annual
General Meeting. During the year, the Statutory Auditor confirmed its eligibility and
independence criteria to hold office.
Secretarial Auditor
CS S Kannan, a Practicing Company Secretary, was appointed to conduct the Secretarial
Audit of the Company for the FY 2022-23, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2022-23 forms part
of this Board's Report as Annexure-4.
Cost Auditor
The maintenance of cost records as specified by the Central Government under Section
148 of the Companies Act, 2013, is not applicable to the Company, and accordingly such
accounts and records are not maintained.
The Board noted the reports provided by the Statutory Auditor and
Secretarial Auditor, and confirmed that there are no qualifications, reservations or
adverse remarks.
16. ANNU AL RETURN
In accordance with Section 92(3) and 134(3)(a) of the Companies
Act, 2013, the annual return in the prescribed format is displayed on the website of
the Company (Weblink: https://www.mindteck. com/annual-return).
17. SIGNIFICANT AND MATERIAL ORDERS
There were no significant Regulators, the Courts, or Tribunals impacting the going
concern status and the Company's operation in the future. The details of Tax Matters are
disclosed in the Standalone Financial Statements.
18. INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of the reliable financial
disclosures.
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 and
the Company Secretary make presentations on business models, nature of industry and its
dynamism, the roles, responsibilities and liabilities of Independent Directors. Further,
updates on business, statutory law and industry are made available to
Independent Directors especially to the Audit Committee members on an ongoing basis by
internal teams, and Statutory & Internal Auditors on a quarterly basis.
20. P ARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure-5 to the Board's report.
The list of employees who were employed throughout the financial year and in receipt of
remuneration of Rs. 102 lakhs or more, or employed for part of the year and in receipt of
Rs. 8.50 lakhs or more per month, and the List of Top 10 employees under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are in the
following page: and material orders passed by the 14 Mindteck 2022 23 Annual Report
Board's Report
Top 10 employees of the Company based upon the remuneration drawn during the FY 2022-23
|
|
Remuneration |
Nature of |
|
|
|
|
Last |
Percentage of Equity Shares held by the employee in the |
Any such employee is a relative of any Director or
Manager of the Company and if so, |
Employee Name |
Designation |
Received (in Rs.) |
Employment |
Qualification |
Experience (in years) |
Date of Commencement of Employment Age |
Employment |
Company |
name of such Director or Manager |
Anand Balakrishnan |
Managing Director and CEO |
1,78,33,821 |
Contractual |
CA and CPA |
30 |
30-Jan-2019 |
50 |
Wipro GE Healthcare Private Limited |
0.04% |
NO |
Ramachandra M S |
Chief Financial Officer |
70,31,116 |
Employee |
CA and DipIFR |
17 |
01-Jul-2019 |
43 |
Spera Management Group |
0.00% |
NO |
Harish A Nair |
Sr. Vice President - Sales |
63,78,650 |
Employee |
MBA |
26 |
15-Oct-2020 |
49 |
UST Global International Private Limited |
0.01% |
NO |
Shivarama Adiga S. |
Vice President - Company Secretary |
58,57,788 |
Employee |
C.S, M.Com and LLB |
46 |
18-Mar-2013 |
64 |
Diligent Media Corporation Limited |
0.02% |
NO |
Pradeep Kizhakkethil |
Vice President - Human Resources |
53,15,203 |
Employee |
MHRM, PGDHRM |
26 |
02-Aug-2012 |
50 |
IDExcel Technologies Private Limited |
0.01% |
NO |
Satish Kumar V S |
Practice Head - Medical & Health Care |
49,68,893 |
Employee |
B.E. and PGDBA |
22 |
11-Oct-2021 |
54 |
L & T Technology Services Ltd |
0.00% |
NO |
V Manju Reddy |
Associate Vice President EDS Senior Regional |
41,89,790 |
Employee |
B.E. |
28 |
01-Oct-2020 |
50 |
Digital Systems |
0.00% |
NO |
Rajith Rajagopal |
Director Account Management (US/UK/ Europe) |
41,36,544 |
Employee |
B.Sc. |
22 |
14-Jun-2021 |
52 |
Corporater A S |
0.00% |
NO |
Sudhir Kumar Singh |
Group Head - Storage |
41,28,590 |
Employee |
M.E. |
31 |
14-Jun-2022 |
56 |
ITC Infotech India Limited |
0.00% |
NO |
Saibal Dey |
Group Head - Semiconductor |
39,71,529 |
Employee |
B.Sc. |
30 |
12-May-2003 |
53 |
Cygnus Software Private Limited |
0.01% |
NO |
List of employees who were employed throughout the financial year and in receipt of
remuneration of Rs.102 lakhs or more, or employed for part of the year and in receipt of
Rs. 8.50 lakhs or more per month
|
|
Remuneration |
Nature of |
Qualification |
|
|
|
Last |
Percentage of Equity shares held by the employee in the |
Any such employee is a relative of any Director or
Manager of the Company and if so, |
Employee Name |
Designation |
Received (in Rs.) |
Employment |
|
Experience (in years) |
Date of Commencement of Employment Age |
Employment |
Company |
name of such Director or Manager |
Anand Balakrishnan |
Managing Director and CEO |
1,78,33,821 |
Contractual |
CA and CPA |
30 |
30-Jan-2019 |
50 |
Wipro GE Healthcare Private Limited |
0.04 |
NO |
21. C OMMITTEES OF THE BOARD
Currently, the Board has four Committees: Audit Committee, Nomination and Remuneration
Committee, Corporate Social
Responsibility Committee, and Stakeholders Relationship
Committee.
A detailed note on the Board and its Committees is provided under the Corporate
Governance report in this Annual Report.
The composition of the Committees and compliances, 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 Malkani - Chairperson |
The Committee oversees the Company's financial reporting process and
disclosures of its financial information to ensure accuracy and reliability. |
|
Mr. Satish Menon Member |
|
|
Mr. Yusuf Lanewala Member |
The Company has adopted the Whistleblower Policy for Directors, Employees
and other Stakeholders to report concerns about unethical behavior, actual or suspected
fraud, or violation of the Company's Code of Business Conduct and Ethics. The
Whistleblower Policy is attached as |
|
Ms. Keyuri Singh-Member |
|
|
Mr. Guhan Subramaniam-Member |
|
|
Mr. Subhash Bhushan Dhar-Member |
Annexure-3 to the 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 Committee |
Mr. Guhan Subramaniam- Chairperson Mr. Yusuf Lanewala - Member |
The Committee oversees and administers executive compensation,
operating under a written charter adopted by the Board of Directors. |
|
Mr. Subhash Bhushan Dhar Member |
The Committee has designed and continuously reviews the compensation
program for the Managing Director, Key Managerial Personnel and Senior |
|
Ms. Keyuri Singh Member Mr. Jagdish Malkani Member Mr. Satish
MenonMember |
Management 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 Management 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). |
Corporate Social Responsibility Committee |
Mr. Yusuf Lanewala Chairperson Mr. Anand Balakrishnan Member |
The Board has laid out the Company's policy on Corporate Social
Responsibility (CSR), and the CSR activities of the Company are carried out as per the
instructions of the Committee. |
|
Mr. Jagdish Malkani Member |
|
|
Mr. Subhash Bhushan Dhar Member |
The Company allocates 2% of its average net profits of three years
immediately preceding the financial beneficiaries. |
|
|
The Annual Report on CSR Activities is attached as per the prescribed
format in Annexure -6 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 |
Mr. Satish Menon- Chairperson |
The Committee reviews and ensures redressal of investor grievances. |
Relationship Committee |
Mr. Yusuf Lanewala-Member Mr. Guhan Subramaniam Member |
The Committee notes all the grievances of the investors and takes
suitable action accordingly. |
|
Mr. Meenaz Dhanani-Member |
|
22. RISK MANAGEMENT
The Company has a robust Enterprise Risk Management (ERM) framework to identify and
evaluate business risk opportunities. This framework seeks to create transparency,
minimise adverse impact on business objectives, and enhance the Company's competitive
advantage. The business risk policy defines the risk management approach across the
enterprise at various levels, including documentation and reporting. The model has
different modes that help in identifying risk trends, exposure and potential impact
analysis at a Company level and also separately for different business segments. The
Company has identified various risks and also has mitigation plans for each risk
identified.
23. C ORPORATE GOVERNANCE REPORT
Mindteck recognises good Corporate Governance and is committed to sound corporate
practices based on conscience, openness, fairness, professionalism and accountability, for
the benefit its stakeholders and for long-term success. Mindteck adheres to the standards
set by SEBI for Corporate Governance practices as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and a report on Corporate Governance pursuant
to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report. The details of the
remuneration to all the Directors for the FY 2022-23 are reflected in the Corporate
Governance Report. A Compliance Certificate on Corporate Governance forms part of this
report as Annexure-7.
24. MANA GEMENT 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 and
explanations obtained by the Company, the
Directors made the following statements in terms of Section 134 (3) (c) of the
Companies Act, 2013: a. that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. that such accounting policy as mentioned in Note 2 of the Notes to the Financial
Statements have been selected and applied consistently. Judgement and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as on March 31, 2023 and of the profit of the Company for the year
ended on that date;
c. that proper and sufficientcare has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
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 financial controls were
adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
26. CSR INITIATIVES
During FY 2022-23, more than 2% of Mindteck's previous three years' average net profits
were allocated towards the following initiatives:
Gandhi Old Age Home: Mindteck contributed towards procurement of Hospitalisation
cots and side tables for elderly people.
Keyed Foundation: As in the past, Mindteck contributed towards the School
Readiness Program' in Government Schools. of
27. MIND TECK EMPLOYEES STOCK OPTION SCHEMES
Mindteck believes in the policy of enabling Mindteckers to participate in the ownership
of the Company and share in its wealth creation as they are responsible for the Management
growth and success of the Company. The Company has four Employees Stock Option Schemes:
Mindteck Employees Stock Option Scheme 2005, Mindteck Employees Stock Option Scheme 2008,
Mindteck Employees Stock Option Scheme 2014, and Mindteck Employees Stock Option Scheme
2020.
a. Mindteck Employees Stock Option Scheme 2005
During the year ended March 31, 2023, under this Scheme, the Company did not grant any
options but allotted 3,200 shares to the eligible employee. There has been no variation in
the terms of ESOP Scheme during the year.
b. Mindteck Employees Stock Option Scheme 2008
During the year ended March 31, 2023, under this Scheme, the Company did not grant any
options but allotted 33,333 shares to the eligible employee. There has been no variation
in the terms of ESOP Scheme during the year.
c. Mindteck Employees Stock Option Scheme 2014
During the year ended March 31, 2023, under this Scheme, the Company granted 2,50,000
options on March 01, 2023, at an exercise price of Rs. 115.65/- and allotted 29,000 shares
to the eligible employee. There has been no variation in the terms of ESOP Scheme during
the year.
d. Mindteck Employees Stock Option Scheme 2020
During the year ended March 31, 2023, under this Scheme, the Company granted 1,42,500
options on May 03, 2022, at an exercise price of Rs. 40/- to the eligible employees &
7,500 options on May 20, 2022, at an exercise price of Rs. 40/- to the eligible employee
and did not allot any shares. There has been no variation in the terms of ESOP Scheme
during the year.
The Details of the Employees Stock Option Schemes, as required under Regulation 14 of
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are displayed on
the website of the Company.
(Weblink: https://www.mindteck.com/assets/investor_pdf/
Disclosures-pursuant-to-SEBI-SBEB-SE-Regulations-2021.pdf)
28. MINDTECK EMPLOYEES WELFARE TRUST
The Mindteck Employees Welfare Trust (MEWT) was set up in the year 2000. The Company
has implemented a new Scheme named as Mindteck Employees Stock Option Scheme 2020 in lieu
of earlier Company's Share Incentive Scheme. The Scheme has 4,16,000 shares of the
Company, which shall be administered and transferred through MEWT. As on March 31, 2023,
the said Trust holds 4,16,000 shares of the Company and has not transferred any shares to
the employees of the Company under the said scheme.
29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE AND OUTGO
Particulars that are required to be disclosed under Sub-Section (3)(m) of Section 134
of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are set out in Annexure-8
included in this Report.
30. ACKNOWLEDGEMENTS
The Directors place on record their appreciation of co-operation and continued support
extended by customers, shareholders, investors, partners, vendors, bankers, the
Government, and statutory authorities for the Company's growth. We thank employees at all
levels across the Group for their valuable contribution in our progress even during
COVID-19 pandemic and look forward to their continued support.
|